{"id":43775,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/transition-services-agreement-pitney-bowes-inc-and-pitney.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"transition-services-agreement-pitney-bowes-inc-and-pitney","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/transition-services-agreement-pitney-bowes-inc-and-pitney.html","title":{"rendered":"Transition Services Agreement &#8211; Pitney Bowes Inc. and Pitney Bowes Office Systems, Inc."},"content":{"rendered":"<pre>                         TRANSITION SERVICES AGREEMENT\n\n\n\n                                    between\n\n\n\n                               Pitney Bowes Inc.\n\n\n\n                                      and\n\n\n\n                       Pitney Bowes Office Systems, Inc.\n\n\n\n                          Dated as of __________, 2001\n\n \n                               TABLE OF CONTENTS\n\n\n\n                                                                    Page\n                                                                    ----\n\n\n\n                                   ARTICLE 1\n               Definitions\nSection 1.01.  Definitions...........................................1\n                                                                    \n                                   ARTICLE 2 \n               Purchase and Sale of Services\nSection 2.01.  Purchase and Sale of Services.........................5\nSection 2.02.  Subsidiaries..........................................6\nSection 2.03.  Additional Services...................................6\nSection 2.04.  Services Provided by Office Systems...................6\n                                                                    \n                                   ARTICLE 3 \n               Service Costs; Other Charges                                   \nSection 3.01.  Service Costs Generally...............................6\nSection 3.02.  Sales Tax.............................................7\nSection 3.03.  Certain Benefits Matters..............................7\nSection 3.04.  Invoicing and Settlement of Costs.....................7\n                                                                    \n                                   ARTICLE 4\n               The Services                                                   \nSection 4.01.  General Standard of Service...........................8\nSection 4.02.  Personnel.............................................9\nSection 4.03.  Systems Support.......................................9\nSection 4.04.  Delegation............................................9\nSection 4.05.  Limitation of Liability..............................10\nSection 4.06.  Indemnification of Pitney Bowes by Office Systems....11\nSection 4.07.  Indemnification of Office Systems by Pitney Bowes....11\nSection 4.08.  Further Indemnification..............................11\nSection 4.09.  Notice of Certain Matters............................12\n\n                                  ARTICLE 5\n               Term and Termination\nSection 5.01.  Term.................................................12\nSection 5.02.  Termination..........................................13\nSection 5.03.  Effect of Termination................................13\n\n                                   ARTICLE 6\n               Operating Committee\nSection 6.01.  Organization.........................................14\n\n \n                                                                    Page\n                                                                    ----\n\nSection 6.02.  Decision Making......................................15\nSection 6.03.  Meetings.............................................15\n\n                                   ARTICLE 7\n               Third Party Consents and Licenses\nSection 7.01.  Separation...........................................15\nSection 7.02.  Additional Licenses..................................15\nSection 7.03.  Fees.................................................15\n\n                                   ARTICLE 8\n               Additional Agreements\nSection 8.01.  Confidential Information.............................16\nSection 8.02.  Security.............................................17\nSection 8.03.  Service Level at Termination of Transition Period....17\n\n                                   ARTICLE 9\n               Miscellaneous\nSection 9.01.  Prior Agreements.....................................18\nSection 9.02.  Other Agreements.....................................18\nSection 9.03.  No Agency............................................18\nSection 9.04.  Subcontractors.......................................18\nSection 9.05.  Force Majeure........................................18\nSection 9.06.  Entire Agreement.....................................19\nSection 9.07.  Information..........................................19\nSection 9.08.  Notices..............................................19\nSection 9.09.  Governing Law........................................20\nSection 9.10.  WAIVER OF JURY TRIAL.................................20\nSection 9.11.  Severability.........................................21\nSection 9.12.  Amendment............................................21\nSection 9.13.  Counterparts.........................................21\n\n                                       ii\n\n \nSchedule 1 -   Summary of Non-IT Service Agreements\n\n                                                               Schedule\n                                                               --------\n                                                       \nService Parts Logistics                                        1A\n                                                       \nReal Estate Transaction Services                               1B\n                                                       \nAccounting                                             \n\n     Sales, Use and Property Tax                               1C-1\n\n     Payroll, Travel Reimbursement, Accounts Payable           1C-2\n\n     General Ledger                                            1C-3\n\n     Fixed Assets                                              1C-4\n\n     Inventory Accounting                                      1C-5\n\n     Accounts Receivable                                       1C-6\n\nBenefits Administration                                        1D\n\nSupplies Line Order Entry System                               1E\n\nCustomer Care Call Dispatch                                    1F\n\nSafety and Environmental                                       1G\n\nField Service Systems Support                                  1H\n\nNon-Focus Field Service                                        1J\n\nTelecom Costs in Shared Locations                              1K\n\nMailroom Services                                              1L\n\nImport and Customs Compliance                                  1M\n\nDocument Services Group Services                               1N\n\n\nSchedule 2 -   Service Provisioning and Service Level Agreement\n\n \n                         TRANSITION SERVICES AGREEMENT\n                         -----------------------------\n\n\n     This Transition Services Agreement (this \"Agreement\") is entered into as of\n__________, 2001 by and between Pitney Bowes Inc., a Delaware corporation\n(\"Pitney Bowes\"), and Pitney Bowes Office Systems, Inc., a Delaware corporation\n(\"Office Systems\").\n\n                                     RECITALS\n\n     WHEREAS, Pitney Bowes owns 100% of the outstanding common stock of Office\nSystems prior to the consummation of the Distribution (as defined below);\n\n     WHEREAS, Pitney Bowes will no longer own any of the outstanding common\nstock of Office Systems after the consummation of the Distribution; and\n\n     WHEREAS, Pitney Bowes has heretofore directly or indirectly provided\ncertain administrative, financial, management and other services to the Office\nSystems Group (as defined below).\n\n     NOW, THEREFORE, for good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, Pitney Bowes and Office Systems,\nfor themselves, their successors and assigns, hereby agree as follows:\n\n\n\n                                   ARTICLE 1\n\n                                  Definitions\n\n     Section 1.01.  Definitions.  (a) As used in this Agreement, the following\nterms shall have the following meanings, applicable both to the singular and the\nplural forms of the terms described:\n\n    \"Actions\" has the meaning set forth in Section 4.07.\n\n    \"Affiliate\" has the meaning set forth in the Distribution Agreement,\nprovided, however, that the Affiliates of each party for purposes of this\nagreement shall be determined after giving effect to the consummation of the\nDistribution.\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    \"Ancillary Agreement\" means each of the Tax Separation Agreement, the\nTransition Services Agreement, the Intellectual Property Agreement, the Canada\nReSeller Agreement, the Management Services ReSeller Agreements, the Vendor\nFinancing Agreement, the Sublease Agreements, the Credit Agreement, the Rights\nAgreement, the Sublease and License Agreements, and the Assignment and Novation\nAgreements.\n\n    \"Benefits Services\" has the meaning set forth in Section 3.03.\n\n    \"Business Day\" means a day other than a Saturday, Sunday or other day on\nwhich commercial banks in New York, New York are authorized or required by law\nto close.\n\n    \"Change of Control\" means (i) the direct or indirect acquisition (by merger,\nconsolidation, business combination or otherwise) by any Person or group of\nPersons of beneficial ownership (as defined in Rule 13d-1 and Rule 13d-5 under\nthe Securities Exchange Act of 1934) of 40% or more of the Total Voting Power of\nOffice Systems (ii) any merger, consolidation or other business combination of\nOffice Systems or a Subsidiary of Office Systems with any Person after giving\neffect to which (x) the shareholders of Office Systems immediately prior to such\ntransaction do not own at least 60% of the Total Voting Power of the ultimate\nparent entity of the parties to such transaction or (y) individuals who were\ndirectors of Office Systems 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 Office\nSystems.\n\n    \"Common Stock\" means the Common Stock, par value $.01 per share, of Office\nSystems.\n\n    \"Confidential Information\" has the meaning set forth in Section 8.01.\n\n    \"Credit Agreement\" has the meaning set forth in the Distribution Agreement.\n\n    \"Distribution\" has the meaning set forth in the Distribution Agreement.\n\n    \"Distribution Agreement\" means the Distribution Agreement dated as of the\ndate hereof between Pitney Bowes and Office Systems.\n\n    \"Distribution Date\" has the meaning set forth in the Distribution Agreement.\n\n                                       2\n\n \n    \"Employee Benefit Plans\" has the meaning set forth in Section 4.04.\n\n    \"force majeure\" has the meaning set forth in Section 9.05.\n\n    \"Group\" means, as the context requires, the Office Systems Group or the\nPitney Bowes Group.\n\n    \"IT Services\" has the meaning set forth in Section 2.01(b).\n\n    \"Intellectual Property Agreement\" has the meaning set forth in the\nDistribution Agreement.\n\n    \"Non-Compliance Notice\" has the meaning set forth in Section 4.09.\n\n    \"Non-IT Services\" has the meaning set forth in Section 2.01(a).\n\n    \"Office Systems\" has the meaning set forth in the preamble hereto.\n\n    \"Office Systems Group\" means Office Systems and its Subsidiaries as of and\nafter the Distribution Date (including all predecessors to such Persons).\n\n    \"Office Systems Indemnified Person\" has the meaning set forth in Section\n4.07.\n\n    \"Operating Committee\" has the meaning set forth in Section 6.01.\n\n    \"Payment Date\" has the meaning set forth in Section 3.04(b).\n\n    \"Person\" means individual, corporation, limited liability company,\npartnership association, trust or agency thereof) or other entity or\norganization, including a governmental or political subdivision or an agency or\ninstrumentality thereof.\n\n    \"Pitney Bowes\" has the meaning set forth in the preamble hereto.\n\n    \"Pitney Bowes Group\" means Pitney Bowes and its Subsidiaries (other than any\nSubsidiary or member of, or other entity in, the Office Systems Group).\n\n    \"Pitney Bowes Indemnified Person\" has the meaning set forth in Section \n4.05(a).\n\n    \"Pitney Bowes Plans\" has the meaning set forth in Section 3.03.\n\n                                       3\n\n \n    \"Prior Agreements\" has the meaning set forth in Section 9.01.\n\n    \"Reseller Agreements\" has the meaning set forth in the Distribution\nAgreement.\n\n    \"Schedules\" means Schedules 1 (and all subschedules thereto) and 2 hereto.\n\n    \"Service Costs\" has the meaning set forth in Section 3.01.\n\n    \"Service Level Breach\" has the meaning set forth in Section 4.01(b).\n\n    \"Services\" has the meaning set forth in Section 2.01(b).\n\n    \"Sublease\/License Agreements\" has the meaning set forth in the Distribution\nAgreement.\n\n    \"Subsidiary\" means, with respect to any Person, any other entity of which\nsecurities or other ownership interests having a voting power to elect a\nmajority of the board of directors or other persons performing similar functions\nare at the time directly or indirectly owned by such Person.\n\n    \"Systems Support\" has the meaning set forth in Section 4.03.\n\n    \"Tax Separation Agreement\" has the meaning set forth in the Distribution\nAgreement.\n\n    \"Total Voting Power\" with respect to any Person means the total combined\nvoting power of all securities of such Person entitled to vote generally in the\nelection of directors of such Person.\n\n    \"Transition Period\" has the meaning set forth in Section 5.01.\n\n    \"Transition Services Agreement\" has the meaning set forth in the preamble\nhereto.\n\n    \"Vendor Financing Agreement\" has the meaning set forth in the Distribution\nAgreement.\n\n                                       4\n\n \n                                   ARTICLE 2\n\n                         Purchase and Sale of Services\n\n     Section 2.01.  Purchase and Sale of Services.  On the terms and subject to\nthe conditions of this Agreement and in consideration of the Service Costs\ndescribed below, Pitney Bowes agrees to:\n\n       (a)  provide to Office Systems, or procure the provision to Office\nSystems of, and Office Systems agrees to purchase from Pitney Bowes, the\ntransition services (the \"Non-IT Services\") as set forth on Schedule 1 (and the\nsubschedules thereto), as such may be amended by the parties and any other\nservices that (i) Office Systems, in the ordinary course prior to the\nDistribution Date, received in whole or in part from the Pitney Bowes Group or\nin reliance upon or in connection with Pitney Bowes' business (but, in the case\nof a service provided only in part by the Pitney Bowes Group, only to the extent\nsuch service was provided in the ordinary course by the Pitney Bowes Group prior\nto the Distribution Date); (ii) are provided to Office Systems pursuant to (i)\nabove and are identified in writing by Office Systems to Pitney Bowes within\nforty-five days of the Distribution Date; or (iii) are reasonably necessary for\nOffice Systems to conduct its operations as conducted in the ordinary course\nprior to the Distribution Date, consistent with the historical provision of such\nservices and the other terms of this agreement, or otherwise upon pricing and\nother terms and conditions reasonably acceptable to both parties.\n\n       (b)  provide to Office Systems, or procure the provision to Office\nSystems of, and Office Systems agrees to purchase from Pitney Bowes, the\ninformation technology, computing and telecommunications services (the \"IT\nServices\" and, together with the Non-IT Services, the \"Services\" and each, a\n\"Service\") as set forth on Schedule 2.  Unless otherwise specifically agreed by\nPitney Bowes and Office Systems, the IT Services to be provided or procured by\nPitney Bowes hereunder shall be substantially similar in scope, quality, and\nnature to those customarily provided to, or procured on behalf of, the Office\nSystems Group prior to the Distribution Date and shall include IT Services that\n(i) Office Systems, in the ordinary course prior to the Distribution Date,\nreceived in whole or in part from the Pitney Bowes Group; (ii) are identified in\nwriting by Office Systems to Pitney Bowes within forty-five days of the\nDistribution Date; or (iii) are reasonably necessary for Office Systems to\nconduct its operations as conducted in the ordinary course prior to the\nDistribution Date, consistent with the historical provision of such services and\nthe other terms of this agreement, or otherwise upon pricing and other terms and\nconditions reasonably acceptable to both parties.\n\n                                       5\n\n \n     Section 2.02.  Subsidiaries.  It is understood that (i) the Services to be\nprovided to Office Systems under this Agreement shall, at Office Systems'\nrequest, be provided to Subsidiaries of Office Systems and (ii Pitney Bowes may\nsatisfy its obligation to provide or procure Services hereunder by causing one\nor more of its Subsidiaries to provide or procure such Services.  With respect\nto Services provided to, or procured on behalf of, any Subsidiary of Office\nSystems, Office Systems agrees to pay on behalf of such Subsidiary all amounts\npayable by or in respect of such Services pursuant to this Agreement.\n\n     Section 2.03.  Additional Services.  In addition to the Services to be\nprovided in accordance with Section 201, if requested by Office Systems and as\nneeded by Office Systems to conduct its business, as conducted in the ordinary\ncourse prior to the Distribution Date (or as needed by Office Systems to\nfacilitate its transition to a stand-alone business following the Distribution\nDate), and to the extent that Pitney Bowes and Office Systems may mutually\nagree, Pitney Bowes shall provide reasonable additional services (including\nservices not provided by Pitney Bowes to the Office Systems prior to the\nDistribution Date) to Office Systems.  The scope of any such services, as well\nas the term, costs, and other terms and conditions applicable to such services,\nshall be as mutually agreed by Pitney Bowes and Office Systems.\n\n     Section 2.04.  Services Provided by Office Systems.  If it is necessary for\nOffice Systems to provide any services or resources to Pitney Bowes or any third\nparty regarding any aspect of the Office Systems Group business (the \"Office\nSystems Services\") so that Pitney Bowes may provide or have provided the\nServices hereunder, Office Systems shall provide such Services (i) without cost\nto Pitney Bowes or any third party and (ii) of a nature, quality, service level\nand standard of care substantially similar to the Office Systems Services as\nprovided to the Office Systems Group.\n\n\n\n                                   ARTICLE 3\n\n                          Service Costs; Other Charges\n\n     Section 3.01.  Service Costs Generally.  (a) Unless any Schedule hereto\nindicates otherwise or the parties shall agree in writing to a different\narrangement, for each period in which Office Systems receives a Service, Office\nSystems shall pay Pitney Bowes its actual out-of-pocket cost for such Service,\nincluding a proportionate share of Pitney Bowes' overhead, if applicable,\ncomputed in accordance with Pitney Bowes' internal chargeback practices\n(\"Service Costs\").\n\n                                       6\n\n \n       (b)  If the volume of transactions for a specific Service provided to\nOffice Systems exceeds the level which historically has been utilized by the\nOffice Systems Group during the twelve months prior to the date hereof and, as a\nresult, requires human or equipment resources in excess of the level of\nresources allocated to such Service by Pitney Bowes, the additional cost\nassociated with the increased volume shall be included in the Service Costs.\n\n     Section 3.02.  Sales Tax.  Office Systems shall pay all applicable sales or\nuse taxes incurred with respect to provision of the Services.  These taxes shall\nbe incremental to other payments or charges identified in this Agreement.\n\n     Section 3.03.  Certain Benefits Matters.  (a) Prior to the Distribution\nDate, certain employees of Office Systems participated in certain benefit plans\nsponsored by Pitney Bowes (\"Pitney Bowes Plans\").\n\n       (b)  The costs payable by Office Systems for Services relating to\nemployee plans and benefit arrangements (\"Benefits Services\") shall be\ndetermined and, to the extent specified in Schedule 1D, billed as set forth on\nSchedule ID.  It is the express intent of the parties that Service Costs\nrelating to the administration of Office Systems employee plans and the\nperformance of related Services shall not exceed reasonable compensation for\nsuch Services as defined in 29 CFR (S)2550.408c-2.\n\n       (c)  Pitney Bowes and Office Systems agree to cooperate fully with each\nother in the administration and coordination of regulatory and administrative\nrequirements associated with Pitney Bowes Plans and Benefits Services.\n\n     Section 3.04.  Invoicing and Settlement of Costs.  (a)  Pitney Bowes shall\ninvoice or notify in writing the Chief Financial Officer of Office Systems on a\nmonthly basis (not later than the tenth day of each month), in a manner\nsubstantially consistent with the billing practices used in connection with\nservices provided to the Office Systems Group prior to the Distribution Date\n(except as otherwise agreed), of the Service Costs.  In connection with the\ninvoicing described in this Section 3.04, Pitney Bowes shall provide to Office\nSystems the same billing data and level of detail as it customarily provided to\nthe Office Systems Group prior to the Distribution Date and such other data as\nmay be reasonably requested by Office Systems.\n\n       (b)  Office Systems agrees to pay on or before 30 days after the date on\nwhich Pitney Bowes invoices or notifies Office Systems of the Service Costs (or\nthe next Business Day, if such day is not a Business Day) (each, a \"Payment\nDate\") by wire transfer of immediately available funds payable to the order of\nPitney Bowes all amounts invoiced by Pitney Bowes pursuant to Section 3.04(a)\n\n                                       7\n\n \nduring the preceding calendar month. If Office Systems fails to pay any monthly\npayment within 30 days of the relevant Payment Date, Office Systems shall be\nobligated to pay, in addition to the amount due on such Payment Date, interest\non such amount at the prime, or best, rate (as quoted from time to time in the\nWall Street Journal) compounded monthly from the relevant Payment Date through\nthe date of payment.\n\n       (c)  Office Systems agrees to pay on or before 30 days after the date on\nwhich it is invoiced or otherwise notified (or on or before any other due date\npreviously established) any amount owed by Office Systems to any third party\nvendor in relation to any Service provided hereunder.  In the event that Office\nSystems fails to pay any such amount due in a timely manner and Pitney Bowes\nbecomes liable for such amount, Pitney Bowes may pay any such amount to any\nvendor and Office Systems shall be obligated to pay Pitney Bowes the full amount\ndue plus any interest due on such amount and any delinquency or other fees\naccrued.\n\n                                   ARTICLE 4\n\n                                  The Services\n\n     Section 4.01.  General Standard of Service.  (a) Except as otherwise agreed\nwith Office Systems or described in this Agreement or the Schedules hereto, and\nprovided that Pitney Bowes is not restricted by contract with third parties or\nby applicable law, Pitney Bowes agrees that the nature, quality, service level\nand standard of care applicable to the delivery of the Services hereunder shall\nbe substantially the same as that of the Services which Pitney Bowes provides\nfrom time to time throughout its businesses.  If Pitney Bowes and Office Systems\ndo not have comparable operations with respect to a certain Service, then the\nservice level shall be consistent with the standards provided to Office Systems\nfor the twelve months prior to the Distribution Date.  Pitney Bowes shall use\nits reasonable efforts to ensure that the nature and quality of Services\nprovided to Office Systems employees either by Pitney Bowes directly or through\nadministrators under contract shall be undifferentiated as compared with the\nsame services provided to or on behalf of Pitney Bowes employees under Pitney\nBowes Plans.  Subject to Pitney Bowes' express obligations under this Agreement,\nthe management of and control over the provision of the Services shall reside\nsolely with Pitney Bowes.  Without limiting the generality of the foregoing, all\nlabor matters relating to employees of Pitney Bowes and its Subsidiaries\n(including, without limitation, employees involved in the provision of Services\nto Office Systems) shall be within the exclusive control of Pitney Bowes, and\nOffice Systems shall not take any action affecting such matters.\n\n                                       8\n\n \n       (b)  If Office Systems becomes aware of a material deficiency in the\nperformance of a Service provided or procured by Pitney Bowes or one of its\nsubsidiaries (a \"Service Level Breach\"), Office Systems may deliver a written\nnotice of the Service Level Breach to the Service Provider.  Upon receipt of\nsuch notice, Pitney Bowes shall use it reasonable best efforts to remedy the\nService Level Breach as soon as reasonably possible.\n\n     Section 4.02.  Personnel.  Subject to Schedule 1D hereof, Pitney Bowes\nshall, at its own expense, employ and retain staff, and contract with third\nparties and other vendors with a level of experience, skill, diligence and\nexpertise consistent with Pitney Bowes' normal business practices, needed to\nperform the Services.  The provisions of this paragraph shall not apply to\ncontracts entered into by Pitney Bowes and third parties prior to the\nDistribution Date.\n\n     Section 4.03.  Systems Support.  In each instance where Pitney Bowes\nprovides application, technical or infrastructure support to Office Systems\nunder this Agreement (\"Systems Support\"), such Systems Support shall, except as\nlimited by this Agreement and the Schedules hereto, be provided in a scope and\nmanner substantially consistent with past practices.\n\n     Section 4.04. Delegation. Subject to Section 4.01(a), Office Systems hereby\ndelegates to Pitney Bowes final, binding, and exclusive authority,\nresponsibility, and discretion to interpret and construe the provisions of\nemployee welfare benefit plans in which Office Systems has elected to\nparticipate and which are administered by Pitney Bowes under this Agreement\n(collectively, \"Employee Benefit Plans\"). Pitney Bowes may further delegate such\nauthority to plan administrators to:\n\n     (i)   provide administrative and other services;\n\n     (ii)  reach factually supported conclusions consistent with the terms of\nthe Employee Benefit Plans;\n\n     (iii) make a full and fair review of each claim denial and decision related\nto the provision of benefits provided or arranged for under the Employee Benefit\nPlans, pursuant to the requirements of ERISA, if within 60 days after receipt of\nthe notice of denial, a claimant requests in writing a review for\nreconsideration of such decisions.  The plan administrator shall notify the\nclaimant in writing of its decision on review.  Such notice shall satisfy all\nERISA requirements relating thereto; and\n\n     (iv)  notify the claimant in writing of its decision on review.\n\n                                       9\n\n \n     Section 4.05.  Limitation of Liability.  (a) Office Systems agrees that\nnone of the members of the Pitney Bowes Group and their respective directors,\nofficers, agents, and employees (each, a \"Pitney Bowes Indemnified Person\")\nshall have any liability, whether direct or indirect, in contract or tort or\notherwise, to any Office Systems Entity or any other Person for or in connection\nwith the Services rendered or to be rendered by any Pitney Bowes Indemnified\nPerson pursuant to this Agreement, the transactions contemplated hereby or any\nPitney Bowes Indemnified Person's actions or inactions in connection with any\nsuch Services or transactions, except for damages which have resulted from such\nPitney Bowes Indemnified Person's gross negligence or willful misconduct in\nconnection with any such Services, actions or inactions.\n\n       (b)  Notwithstanding the provisions of Section 4.05(a), none of the\nPitney Bowes Group shall be liable for any special, indirect, incidental, or\nconsequential damages of any kind whatsoever (including, without limitation,\nattorneys' fees) in any way due to, resulting from or arising in connection with\nany of the Services or the performance of or failure to perform Pitney Bowes'\nobligations under this Agreement.  This disclaimer applies without limitation\nto claims arising from the provision of the Services or any failure or delay in\nconnection therewith; to claims for lost profits;  regardless of the form of\naction, whether in contract, tort (including negligence), strict liability, or\notherwise; and  regardless of whether such damages are foreseeable or whether\nPitney Bowes has been advised of the possibility of such damages.\n\n       (c)  None of the Pitney Bowes Group shall have any liability to any\nOffice Systems Entity or any other Person for failure to perform Pitney Bowes'\nobligations under this Agreement or otherwise, where such failure to perform is\nnot caused by the gross negligence or willful misconduct of the Pitney Bowes\nEntity providing such Services and such failure to perform similarly affects\nthe Pitney Bowes Group receiving such Services and does not have a\ndisproportionately adverse effect on the Office Systems Group, taken as a whole.\n\n       (d)  In addition to the foregoing, Office Systems agrees that it shall,\nin all circumstances, use commercially reasonable efforts to mitigate and\notherwise minimize its damages and those of the other Office Systems Group,\nwhether direct or indirect, due to, resulting from or arising in connection with\nany failure by Pitney Bowes to comply fully with its obligations under this\nAgreement.\n\n       (e)  Notwithstanding the foregoing provisions of this Section 4.05, in\nthe event of a substantial and continuing failure on the part of Pitney Bowes to\nprovide or procure any material Services, where such failure is reasonably\nexpected to have a material adverse effect on Office Systems and its\nSubsidiaries,\n                                       10\n\n \nconsidered as a whole, Office Systems shall be entitled to seek specific\nperformance to cause Pitney Bowes to provide or procure such Services.\n\n     Section 4.06.  Indemnification of Pitney Bowes by Office Systems.  Office\nSystems agrees to indemnify and hold harmless each Pitney Bowes Indemnified\nPerson from and against any damages, and to reimburse each Pitney Bowes\nIndemnified Person for all reasonable expenses as they are incurred in\ninvestigating, preparing, pursuing, or defending any claim, action, proceeding,\nor investigation, whether or not in connection with pending or threatened\nlitigation and whether or not any Pitney Bowes Indemnified Person is a party\n(collectively, \"Actions\"), arising out of or in connection with Services\nrendered or to be rendered by any Pitney Bowes Indemnified Person pursuant to\nthis Agreement, the transactions contemplated hereby or any Pitney Bowes\nIndemnified Person's actions or inactions in connection with any such Services\nor transactions; provided that Office Systems shall not be responsible for any\ndamages of any Pitney Bowes Indemnified Person that have resulted from such\nPitney Bowes Indemnified Person's gross negligence or willful misconduct in\nconnection with any of the advice, actions, inactions, or Services referred to\nabove (it being understood and agreed that the provision by any Pitney Bowes\nEntity of any of the Services contemplated by Schedule 2 hereof without\nobtaining the consent of any party to any contract or agreement to which any\nPitney Bowes Entity is a party as of the date hereof shall not constitute gross\nnegligence or wilful misconduct by any Pitney Bowes Entity; provided that the\nrelevant Pitney Bowes Entity has used commercially reasonable efforts to obtain\nthe relevant consent).  Sections 4.04 and 4.05 of the Distribution Agreement\nshall apply in the event that any indemnification is sought pursuant to this\nSection 4.06.\n\n     Section 4.07.  Indemnification of Office Systems by Pitney Bowes.  Pitney\nBowes agrees to indemnify and hold harmless each member of the Office Systems\nGroup and their respective directors, officers, agents, and employees (each, a\n\"Office Systems Indemnified Person\") from and against any damages, and shall\nreimburse each Office Systems Indemnified Person for all reasonable expenses as\nthey are incurred in investigating, preparing, or defending any Action, arising\nout of the gross negligence or willful misconduct of any Pitney Bowes\nIndemnified Person in connection with the Services rendered or to be rendered\npursuant to this Agreement.  Sections 4.04 and 4.05 of the Distribution\nAgreement shall apply in the event that any indemnification is sought pursuant\nto this Section 4.07.\n\n     Section 4.08.  Further Indemnification.  To the extent that any other\nPerson has agreed to indemnify any Pitney Bowes Indemnified Person or to hold a\nPitney Bowes Indemnified Person harmless and such Person provides services to\nPitney Bowes or any affiliate of Pitney Bowes relating directly or indirectly to\nany employee plan or benefit arrangement for which Benefit Services are provided\n\n                                       11\n\n \nunder this Agreement, Pitney Bowes shall exercise reasonable efforts (a) to make\nsuch agreement applicable to any Office Systems Indemnified Person so that each\nOffice Systems Indemnified Person is held harmless or indemnified to the same\nextent as any Pitney Bowes Indemnified Person or (b) otherwise make available to\neach Office Systems Indemnified Person the benefits of such agreement.\n\n     Section 4.09.  Notice of Certain Matters. If Office Systems at any time\nbelieves that Pitney Bowes is not in full compliance with its obligations under\nSection 4.01(a) of this Agreement, Office Systems shall so notify Pitney Bowes\nin writing promptly (but not later than 30 days) after becoming aware of such\npossible non-compliance by Pitney Bowes. Failure to notify Pitney Bowes within\n30 days shall not relieve Pitney Bowes of liability except to the extent Pitney\nBowes is actually prejudiced due to such failure to notify. Such notice (a \"Non-\nCompliance Notice\") shall set forth in reasonable detail the basis for Office\nSystems' belief as well as Office Systems's view as to the steps to be taken by\nPitney Bowes to address the possible non-compliance. For the 30 days after\nreceipt of such a notice, appropriate representatives of Pitney Bowes and Office\nSystems shall work in good faith to develop a plan to resolve the matters\nreferred to in the Non-Compliance Notice. In the event such matters are not\nresolved through such discussions, Office Systems may elect to terminate Pitney\nBowes' obligation to provide or procure, and its obligation to purchase, the\nService or Services referred to in its Non-Compliance Notice in accordance with\nSection 5.02. In the event such matters are resolved through such discussions\nand Office Systems does not elect to terminate such Service or Services within\n60 days of the end of the 30-day period referred to in the third sentence of\nthis Section 4.09, Office Systems shall not be entitled to deliver another Non-\nCompliance Notice or pursue other remedies with respect to same or any\nsubstantially similar matter so long as Pitney Bowes complies in all material\nrespects with the terms of such resolution. In no event shall any termination of\nthis Agreement pursuant to this Section 4.09 limit or affect Office Systems's\nright to seek remedies in accordance with Section 4.08 in respect of any breach\nby Pitney Bowes of any of its obligations under this Agreement prior to such\ntermination.\n\n                                   ARTICLE 5\n\n                              Term and Termination\n\n     Section 5.01.  Term.  Except as otherwise provided in this Article 5, in\nSection 9.05 or as otherwise agreed in writing by the parties, Pitney Bowes \nshall provide (through one or more of its Affiliates and\/or outside service\nproviders to the extent utilized by Office systems as of the date hereof or\nengaged hereafter with the prior written consent of Office Systems) to the\nOffice Systems Group, the\n\n                                       12\n\n \nNon-IT Services and any additional services as identified and agreed upon by\nPitney Bowes and Office Systems pursuant to Section 2.03 for an initial term of\ntwelve months from the Distribution Date (the \"Transition Period\"). Pitney Bowes\nshall provide the IT Services (in the manner provided in the preceding sentence)\nfor an initial term from the Distribution Date until December 31, 2002. Pitney\nBowes' obligation to provide or procure, and Office Systems' obligation to\npurchase, a Service shall cease as of the applicable date set forth in the\napplicable Schedules or such earlier date determined in accordance with Section\n5.02. The Transition Period shall be deemed to be extended, as and for the\nperiod needed but, in any event, not to exceed six months, on account of any one\nof the following: (i) a requirement by a Government Authority; (ii) at the\ndiscretion of the non-breaching party, any failure by Office Systems or Pitney\nBowes, as the case may be, to perform any action required on its part under this\nagreement including the schedules hereto, but only to the extent of such\nfailure; or (iii) the inability of the parties to achieve a suitable replacement\nfor provision of the Services as set forth in any schedule hereto after applying\nreasonable efforts, provided that, to the extent the Transition Period is\nextended pursuant to clause (i) or (iii), in addition to the amounts otherwise\ndue pursuant to Section 3.01 of this Agreement, Office Systems shall pay all\ncosts actually incurred by reason of the extension. Pitney Bowes shall make\ncommercially reasonable efforts (which shall not require it to incur any out of\npocket costs) to minimize the costs referred to in the immediately preceding\nproviso.\n\n     Section 5.02.  Termination.  (a) Except as otherwise provided in any\nSchedule hereto, Office Systems may (i) from time to time terminate this\nAgreement with respect to one or more of the Services, in whole or in part, upon\ngiving at least 180 days' prior notice to Pitney Bowes or (ii) terminate this\nAgreement at any time upon 180 days' written notice.\n\n       (b)  Pitney Bowes may terminate any Service at any time if Office Systems\nshall have failed to perform any of its material obligations under this\nAgreement relating to any such Service, Pitney Bowes has notified Office Systems\nin writing of such failure and such failure shall have continued for a period of\n60 days after receipt by Office Systems of written notice of such failure.\n\n       (c)  Office Systems may terminate any Service at any time if Pitney Bowes\nshall have failed to perform any of its material obligations under this\nAgreement relating to any such Service, Office Systems has notified Pitney Bowes\nin writing of such failure, and such failure shall have continued for a period\nof 60 days after receipt by Pitney Bowes of written notice of such failure.\n\n     Section 5.03.  Effect of Termination.  (a) Other than as required by law,\nupon termination of any Service pursuant to Section 5.02, or upon termination of\n\n                                       13\n\n \nthis Agreement in accordance with its terms, Pitney Bowes shall have no further\nobligation to provide the terminated Service (or any Service, in the case of\ntermination of this Agreement) and Office Systems shall have no obligation to\npay any fees relating to such Services or make any other payments hereunder;\nprovided that notwithstanding such termination, (i) Office Systems shall remain\nliable to Pitney Bowes for fees owed and payable in respect of Services provided\nprior to the effective date of the termination; (ii) Pitney Bowes shall continue\nto charge Office Systems for administrative and program costs relating to\nbenefits paid after but incurred prior to the termination of any Service and\nother services required to be provided after the termination of such Service and\nOffice Systems shall be obligated to pay such expenses in accordance with the\nterms of this Agreement; and (iii) the provisions of Articles 4, 5, 6 and 8.01\nshall survive any such termination indefinitely.  All program and administrative\ncosts attributable to employees of any of the Office Systems Group for Pitney\nBowes Plans that relate to any period after the effective date of any such\ntermination shall be for the account of Office Systems.\n\n       (b)  Following termination of this Agreement with respect to any Service,\nPitney Bowes and Office Systems agree to cooperate in providing for an orderly\ntransition of such Service to Office Systems or to a successor service provider.\nWithout limiting the foregoing, Pitney Bowes agrees to (i) provide, within 60\ndays of the termination, copies in a usable format designated by Pitney Bowes,\nof all records relating directly or indirectly to benefit determinations of\nOffice Systems employees, including but not limited to compensation and service\nrecords, correspondence, plan interpretive policies, plan procedures,\nadministration guidelines, minutes, or any data or records required to be\nmaintained by law and (ii) work with Office Systems in developing a transition\nschedule.\n\n\n\n                                   ARTICLE 6\n\n                              Operating Committee\n\n     Section 6.01.  Organization.  The parties shall use an operating committee\n(the \"Operating Committee\") to implement the terms of this Agreement.  Each of\nPitney Bowes and Office Systems shall appoint three employees, at least one of\nwhom shall be a senior executive, to the Operating Committee for a two year\nterm.  The Operating Committee will oversee the implementation and ongoing\noperation of this Agreement and shall attempt in good faith to resolve disputes\nbetween the parties.  Each of the parties shall have the right to replace one or\nmore of its Operating Committee members at any time with employees or officers\nwith comparable knowledge, expertise and decision-making authority.\n\n\n                                       14\n\n \n\n     Section 6.02.  Decision Making.  The Operating Committee shall act by a\nmajority vote of its members.  If the Operating Committee fails to make a\ndecision, resolve a dispute, agree upon any necessary action, or if Office\nSystems so requests in the event of a material breach significantly and\nadversely affecting the business of Office Systems, a senior officer of Pitney\nBowes and a senior officer of Office Systems, neither of whom shall have direct\nresponsibility for the subject matter in dispute, shall attempt in good faith\nwithin a period of 14 days to conclusively resolve any such unresolved matter.\n\n     Section 6.03.  Meetings.  During the Transition Period, the full Operating\nCommittee shall meet, in person or via teleconference at least once every\nquarter.  In addition, the Operating Committee shall meet as necessary to\npromptly resolve any disputes submitted to it by any representative of Pitney\nBowes or of Office Systems.\n\n\n\n                                   ARTICLE 7\n\n                       Third Party Consents and Licenses\n\n     Section 7.01.  Separation.  With respect to any hardware or software\nlicenses that are utilized as of the date hereof by both the Pitney Bowes Group\nand the Office Systems Group related to the Services to be provided hereunder,\nPitney Bowes and Office Systems agree to cooperate and use their reasonable\nefforts to cause, on or before the expiration of the relevant terms hereunder,\nsuch licenses to be separated and allocated between the parties so that the\nOffice Systems Group receives a number of such licenses that is consistent with\nthe historical usage of the licensed hardware or software by the Office Systems\nGroup.\n\n     Section 7.02.  Additional Licenses.  The Pitney Bowes Group and the Office\nSystems Group shall obtain and maintain all material permits, approvals and\nlicenses necessary or appropriate so that the Pitney Bowes Group may perform its\nduties and obligations (including the provision of the Services) hereunder.  To\nthe extent that it is necessary for the Pitney Bowes Group to obtain and\nmaintain all such material permits, approvals and licenses, the Pitney Bowes\nGroup shall use commercially reasonable efforts to obtain and maintain all such\nmaterial permits, approvals and licenses.  Each of the Pitney Bowes Group and\nthe Office Systems Group shall at all times comply with the terms and conditions\nof such permits, approvals and licenses.\n\n     Section 7.03.  Fees.  If any consent or license to provide or have provided\nany of the Services contemplated by the Agreement cannot be obtained by the\nPitney Bowes Group or by the Office Systems Group, the Pitney Bowes Group\n\n                                       15\n\n\n \nwill not provide the Services until such consent or license consent can be\nobtained unless such consent has been sought and is reasonably expected to be\napproved. Costs relating to obtaining such consents or licenses shall be paid by\nthe Office Systems Group.\n\n                                   ARTICLE 8\n\n                             Additional Agreements\n\n     Section 8.01.  Confidential Information.  (a) Office Systems and Pitney\nBowes hereby covenant and agree to hold in trust and maintain confidential all\nConfidential Information relating to the other party or any of such other\nparty's Subsidiaries.  Without limiting the generality of the foregoing,\nConfidential Information relating to a party or any of its Subsidiaries shall be\ndisclosed only to those employees of the other party who need to know such\ninformation in connection with their ordinary course employment activities and\nin no event shall any such Confidential Information be disclosed to any other\nPerson. \"Confidential Information\" shall mean all information, materials and\nprocesses relating to a party or any Subsidiary of such party obtained by the\nother party or any Subsidiary of such other party at any time (whether prior to\nor after the date hereof and whether in connection with this Agreement or\notherwise) in any format whatsoever (whether orally, visually, in writing,\nelectronically or in any other form) and shall include, but not be limited to,\neconomic and business information or data, business plans, computer software and\ninformation relating to employees, vendors, customers, products, financial\nperformance and projections, processes, strategies and systems but shall not\ninclude (i) information which becomes generally available other than by release\nin violation of the provisions of this Section 8.01, (ii) information which\nbecomes available on a non-confidential basis to a party from a source other\nthan the other party to this Agreement, provided the party in question\nreasonably believes that such source is not or was not bound to hold such\ninformation confidential and (iii) information acquired or developed\nindependently by a party without violating this Section 8.01 or any other\nconfidentiality agreement with the other party. Each party shall use\ncommercially reasonable efforts to restrict access to the other party's\nConfidential Information to those employees of such party requiring access for\nthe purpose of providing Services hereunder. Notwithstanding any provision of\nthis Section 8.01 to the contrary, a party may disclose such portion of the\nConfidential Information relating to the other party to the extent, but only to\nthe extent, the disclosing party reasonably believes that such disclosure is\nrequired under law or the rules of a securities exchange; provided that the\ndisclosing party first notifies the other party hereto of such requirement and\nallows such party a reasonable opportunity to seek protective order or other\nappropriate remedy to prevent such disclosure. The parties acknowledge that\nmoney damages would not be a sufficient remedy for any breach of the provisions\nof this Section 8.01 and that the non-breaching party\n\n                                       16\n\n\n\nshall be entitled to equitable relief in a court of law\nin the event of, or to prevent, a breach or threatened breach of this Section\n8.01.\n\n       (b)  Notwithstanding the provisions of Section 8.01(a), upon a Change of\nControl, Office Systems shall, if requested by Pitney Bowes, (i) promptly (but\nin no event later than 30 days after the occurrence of such Change of Control)\nreturn to Pitney Bowes or destroy all Confidential Information in its possession\n(or that of any of its Subsidiaries) relating to Pitney Bowes or any of its\nSubsidiaries, (ii) no longer be permitted to use such Confidential Information\nin its business or operations (or the business or operations of any of its\nSubsidiaries) and (iii) promptly (but in no event later than 30 days after the\noccurrence of such Change of Control) deliver a written certificate to Pitney\nBowes executed by Office Systems' Chief Executive Officer expressly\nacknowledging the obligations set forth in clauses (i) and (ii) of this sentence\nand certifying that Office Systems has and shall continue to adhere to such\nrequirements.\n\n     Section 8.02.  Security.  Pitney Bowes shall provide physical and data\nsecurity for the businesses or functions to which the Services relate at a level\nat least comparable to security provided to other comparable Pitney Bowes\nbusinesses or functions.  Office Systems shall be responsible for all security\nissues at Office Systems facilities.  Each party agrees to comply with the other\nparty's systems security procedures and shall not circumvent such procedures.\nEach party retains the right to monitor and audit the other party's compliance\nwith such systems and security procedures.  If either party reasonably\ndetermines that personnel from the other party have attempted to circumvent its\nsystems security procedures, that party may immediately terminate such\npersonnel's access to its systems security procedures, that party may\nimmediately terminate such personnel's access to it systems and shall\nimmediately advise the other party of such incident and termination.\n\n     Section 8.03.  Service Level at Termination of Transition Period.  At least\n90 days prior to the termination of the Transition Period, Office Systems shall\nprovide to Pitney Bowes a written notice of its plan for termination of each\nService and for transition to a provider of each Service other than Pitney Bowes\nor any such third party that Pitney Bowes has caused to provide such Service\n(the \"Transition Plan\") for Pitney Bowes' review and comment.  To the extent the\nTransition Plan indicates that any such Service provided by Pitney Bowes or\ncaused to be provided by Pitney Bowes under this Agreement shall be provided by\nany other party at the termination of the Transition Period, Pitney Bowes shall\nuse commercially reasonable efforts to assist in the transfer of all required\ndata and otherwise facilitate the transfer of responsibility for such Service to\nsuch other party and to continue the provision of each Service during the\ntransition to such party prior to the termination of the Transition Period or\nother termination of this\n\n                                       17\n\n\nAgreement. Following the termination of the Transition Period or upon any other\ntermination of this Agreement, Pitney Bowes shall have no obligation to continue\nto provide any of the Services identified in the Agreement or otherwise agreed\nto by the parties prior to the termination of this Agreement.\n\n\n                                   ARTICLE 9\n\n                                 Miscellaneous\n\n     Section 9.01.  Prior Agreements.  In the event there is any conflict\nbetween the provisions of this Agreement, on the one hand, and provisions of\nprior services agreements among any Pitney Bowes Entity and any Office Systems\nEntity (the \"Prior Agreements\"), on the other hand, the provisions of this\nAgreement shall govern and such provisions in the Prior Agreements are deemed to\nbe amended so as to conform with this Agreement.\n\n     Section 9.02.  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 9.03.  No Agency.  Nothing in this Agreement shall constitute or be\ndeemed to constitute a partnership or joint venture between the parties hereto\nor, except to the extent provided in Section 4.04, constitute or be deemed to\nconstitute any party the agent or employee of the other party for any purpose\nwhatsoever and neither party shall have authority or power to bind the other or\nto contract in the name of, or create a liability against, the other in any way\nor for any purpose.\n\n     Section 9.04.  Subcontractors.  Pitney Bowes may hire or engage one or more\nsubcontractors to perform all or any of its obligations under this Agreement;\nprovided that, subject to Section 4.05, Pitney Bowes shall in all cases remain\nprimarily responsible for all obligations undertaken by it in this Agreement\nwith respect to the scope, quality and nature of the Services provided to Office\nSystems.\n\n     Section 9.05.  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\n                                       18\n\n \n       (b)  Without limiting the generality of Section 4.05(a), 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 60 days, the other party shall have the\nright to terminate this Agreement with respect to any Service affected by such\ndelay forthwith by written notice.\n\n     Section 9.06.  Entire Agreement.  This Agreement (including the Schedules\nconstituting a part of this Agreement) and any other writing signed by the\nparties that specifically references this Agreement constitute the entire\nagreement among the parties with respect to the subject matter hereof and\nsupersede all prior agreements, understandings and negotiations, both written\nand oral, between the parties with respect to the subject matter hereof.  This\nAgreement is not intended to confer upon any Person other than the parties\nhereto any rights or remedies hereunder.\n\n     Section 9.07.  Information.  Subject to applicable law and privileges, each\nparty hereto covenants and agrees to provide the other party with all\ninformation regarding itself and transactions under this Agreement that the\nother party reasonably believes are required to comply with all applicable\nfederal, state, county and local laws, ordinances, regulations and codes,\nincluding, but not limited to, securities laws and regulations.\n\n                                       19\n\n \n     Section 9.09.  Notices.  Any notice, instruction, direction or demand under\nthe terms of this Agreement required to be in writing shall be duly given upon\ndelivery, if delivered by hand, facsimile transmission, or mail, to the\nfollowing addresses:\n\n     (a)   If to Pitney Bowes to:\n\n            Pitney Bowes Inc.\n            1 Elmcroft Road\n            Stamford, CT 06926-0700\n            Telecopy: (203) [            ]\n            Attention:     [                    ]\n\n            with a copy to:\n\n            Davis Polk &amp; Wardwell\n            450 Lexington Avenue\n            New York, NY 10017\n            Telecopy:  (212) 450-4800\n            Attention: Sarah J. Beshar\n\n     (b)   If to Office Systems to:\n\n            Pitney Bowes Office Systems, Inc.\n            100 Oakview Drive\n            Trumbull, CT 06611\n            Telecopy: (203) 365-7497\n            Attention: Joseph Skrzypczak\n\n            with 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: Mark S. Flynn\n\nor to such other addresses or telecopy numbers as may be specified by like\nnotice to the other parties.\n\n     Section 9.09.  Governing Law.  This Agreement shall be construed in\naccordance with and governed by the substantive internal laws of the State of\nNew York.\n\n     Section 9.10.  WAIVER OF JURY TRIAL.  THE PARTIES HERETO HEREBY IRREVOCABLY\nWAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF\nOR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.\n\n                                       20\n\n \n\n     Section 9.11.  Severability.  If any provision of this Agreement shall be\ninvalid or unenforceable, such invalidity or unenforceability shall not render\nthe entire Agreement invalid.  Rather, the Agreement shall be construed as if\nnot containing the particular invalid or unenforceable provision, and the rights\nand obligations of each party shall be construed and enforced accordingly.\n\n     Section 9.12.  Amendment.  This Agreement may only be amended by a written\nagreement executed by both parties hereto.\n\n     Section 9.13.  Counterparts.  This Agreement may be executed in separate\ncounterparts, each of which shall be deemed an original and all of which, when\ntaken together, shall constitute one agreement.\n\n                                       21\n\n \n     IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by\ntheir duly authorized representatives.\n\n                                PITNEY BOWES INC.\n                        \n                        \n                        \n                                By:\n                                   ----------------------------------\n                                   Name:\n                                   Title:\n                        \n                        \n                                PITNEY BOWES OFFICE\n                                SYSTEMS, INC.\n                        \n                        \n                        \n                                By:\n                                   ----------------------------------\n                                   Name:\n                                   Title:\n\n \n                                                                   Schedule 1\n\n                    PBI \/ PBOS Transition Services Agreement\n\n               Schedule 1 - Summary of Non-IT Service Agreements\n               -------------------------------------------------\n\n                                                                   Schedule\n                                                                   --------\n\nService Parts Logistics                                            1A\n\nReal Estate Transaction Services                                   1B\n\nAccounting                                        \n\n  Sales, Use and Property Tax                                      1C-1\n\n  Payroll, Travel Reimbursement, Accounts Payable                  1C-2\n\n  General Ledger                                                   1C-3\n\n  Fixed Assets                                                     1C-4\n\n  Inventory Accounting                                             1C-5\n\n  Accounts Receivable                                              1C-6\n\nBenefits Administration                                            1D\n\nSupplies Line Order Entry System                                   1E\n\nCustomer Care Call Dispatch                                        1F\n\nSafety and Environmental                                           1G\n\nField Service Systems Support                                      1H\n\nNon-Focus Field Service                                            1J\n\nTelecom Costs in Shared Locations                                  1K\n\nMailroom Services                                                  1L\n\nImport and Customs Compliance                                      1M\n\nDocument Services Group Services                                   1N\n\n \n                    PBI \/ PBOS Transition Services Agreement\n\n                     Schedule 1A - Service Parts Logistics\n                     -------------------------------------\n\n\nGeneral\n-------\n\nPBI will furnish PBOS with logistics support for its U.S. service parts.  This\nservice will cover warehousing and outbound logistics for service parts.\nFinished goods logistics are excluded from this agreement.\n\nDuration\n--------\n\nThe period commencing at the Distribution Date and concluding December 31, 2002.\n\nCost\n----\n\n$211,000 per month (excluding carrier costs).\n\nCosts for outbound carrier services and repackaging of parts will be billed to\nPBOS by PB based on the percentage of parts that are shipped on a monthly basis.\nThis charge will be an allocation of total outbound freight costs, based on PBOS\nmonthly line-item volumes as a percentage of total line-items shipped.\n\nAt the termination of the agreement, PBOS will pay for all expenses related to\nthe pick\/pack and transport of parts to a new facility.  This charge will be\nbased on actual costs and overheads incurred.\n\nPBOS volume levels are assumed to be equal to levels supported in 2000.  Should\nPBOS annual parts volumes (defined by SKUs) or space usage vary from 2000 levels\nby more than 10%, a revised charge will be calculated by PB and will not be\nunreasonably refused by PBOS.\n\nIncluded Services\n-----------------\n\nPB will provide logistics for service parts:\n  .  Receipt and repackaging of parts from vendors.\n  .  Storage of parts in warehouse.\n  .  Pick\/pack of parts for field service.\n  .  Load shipments onto outbound carriers.\n\n                                       2\n\n \nIn addition, PB will provide the following services:\n--------------------------------------------------- \nNegotiate terms with outbound carriers.\nSupport IT systems related to parts logistics (PARTS system, Inventory Control\nIntegration ICI system).\nProvide access to PBOS to the ICI system to allow them to analyze and manage\ninventory levels).\nInsure inventory from physical loss.\nProvide inventory controls.\nConduct track and trace on lost\/late outbound shipments.  Reship if necessary.\n\nExcluded Services\n-----------------\nProcurement and payment for all parts is the sole responsibility of PBOS.\nParts inventory will be owned by PBOS.\nOngoing support of ACESS system is covered by Field Service agreement Schedule\n1H.\nAny liability for damages to parts shipments or for third party claims of\ndamages as a result of parts shipments to PBOS will be the sole responsibility\nof PBOS unless caused by willful misconduct by PB.\n\n                                       3\n\n \n                    PBI - PBOS Transition Services Agreement\n\n                 Schedule 1B - Real Estate Transaction Services\n                 ----------------------------------------------\n\n\nGeneral\n-------\n\nPBI Corporate Real Estate (CRE) will furnish Real Estate Transaction Services to\nPBOS for delivery of real estate projects that are commenced prior to the\nDistribution Date and deliverable prior to December 31, 2001 on an as needed\nbasis.  PBOS will be responsible for all PBOS real-estate projects that commence\nafter the Distribution Date or that are deliverable after December 31, 2001.  As\nsoon as practical, PBI will transfer responsibility for delivery of all PBOS\nprojects deliverable after December 31, 2001 to PBOS.\n\nReal Estate Transaction Services are specifically related to facility\nacquisition and project management support for PBOS operations in PBI locations\nwith expiring leases.  The services are based on current practices and standards\nemployed by the Corporate Real Estate Department (CRE) to fulfill MSD\/OSD\ndistrict requirements.  The procedure includes coordination with PBOS management\nas well as outside vendors.  PBOS represents that it accepts the current process\nand costs for all outside services currently engaged in project delivery as\nreflected in Exhibit B to this Schedule 1B.\n\nThe existing process between CRE and TechCentral IT will be used to provide the\nresources needed for design, acquisition or installation of telephone or data\ninfrastructure or services.  The costs of these services will be identified and\nbudgeted in the scope of the project and paid for by PBOS.  PBOS IT will oversee\nthese resources and provide input as required to ensure services and timeliness\nto meet project objectives.\n\nTransaction Services do not include ongoing property management and lease\nadministration services.  These services for locations where PBOS is a subtenant\nin PBI leaseholds, are detailed in the appropriate Sublease Agreements.  Lease\nAdministration and Property Management for locations where PBOS is the Primary\nTenant on the lease will be the responsibility of PBOS.\n\nDuration\n--------\n\nBeginning on the Distribution Date and ending no later than December 31, 2001.\n\n                                       4\n\n \nCost\n----\n\nAt the Distribution Date, PBI will furnish estimates of hours required to\ncomplete all projects that have commenced prior to the Distribution Date.  Due\nto the large number of variables, interdependencies and uncontrollables,\nestimates for a project timeframe will not be considered guarantees.   Projects\nwill be billed for actual time spent by the CRE department.  As a frame of\nreference, a typical project from inception to delivery requires 170 hours of\nCRE oversight over a 9 month period.\n\nPBI will invoice PBOS for all actual labor (at a rate of $100 per hour) and\nreimbursables including travel expenses, supplies, copying plans and other\nmaterials used in the course of the business (at cost).  Out-sourced services\nincluding project management\/implementation, lease negotiation, legal due\ndiligence, architectural services, environmental and security reviews will be\nrequisitioned and approved by PBI CRE and paid directly by PBOS within 10 days\nof receiving an approved invoice.\n\nSpecific Services\n-----------------\n\nPBI CRE will appoint a project manager who will be responsible for coordinating\nthe provision of services to PBOS.  In general, with the participation of PBOS\npersonnel and outside vendors, PBI will coordinate the following services.\nThese services and their accountabilities are more specifically detailed on\nExhibit A (attached).\n\n  .  Identify property requirements (i.e. Size, location, attributes based on\n     operating requirements and based on standard PBI guidelines).\n  .  Engage outside vendors to perform various activities including brokerage\n     services, architectural, project implementation, lease negotiation.\n  .  Coordinate and oversee vendor performance.\n  .  Identify financial parameters based on market conditions and develop and\n     circulate a standard CRE CIP for approval by PBOS management.\n  .  Negotiate business terms to obtain leaseholds for those properties on\n     behalf of PBOS.\n  .  Oversee lease language negotiation by outside counsel.\n  .  Initiate environmental and security reviews.\n  .  Oversee and coordinate construction and move process.\n     o  Design projects based on current PBI construction standards\n     o  Review\/approve Construction Documents (CDs).  Approval of CDs is not a\n        professional approval of design.\n     o  Oversee landlord's implementation of construction.\n     o  Identify furniture inventory and order furniture requirements.\n\n                                       5\n\n \n     o  Advise TechCentral identified resources of necessary timeframes for\n        coordination of tele\/data installations. The identified TechCentral\n        resources and PBOS IT will be responsible for tele\/data equipment and\n        service installation.\n  .  Issue RFPs and contracts for support services.\n  .  Oversee vendor\/landlord inspection and close-out of vacated properties.\n\nPBI CRE will not be responsible for costs associated with PBOS failure to act or\nmake decisions in a timely fashion.\n\nPBI will manage project expenses within the proposed financial guidelines\npresented to PBOS based on market conditions (i.e. Capital Investment Proposals\n(CIP)) which will be based on current PBI Real Estate practices.  PBI will\napprove invoices for payment of all vendors during the transition services\nperiod.  The payment will be made by PBOS within 30 days of receipt of an\napproved invoice. PBI CRE will review over-runs of projects with PBOS management\n(defined as the person who signed-off the project CIP).  CRE will not be\nresponsible for project over runs due to failure of PBOS to approve or make\ntimely decisions, force majeure or other delays not reasonably within control of\nPBI.\n\nUpon the earlier of substantial completion of a project in accordance with\ngenerally accepted construction practices of the project locale or occupancy by\nPBOS personnel - PBOS will become accountable for all requirements of the\nproperty including lease administration and property management.\n\nAdditional project management and training support may be provided if both\nparties agree to specific terms.\n\n                                       6\n\n \nCRE - PBOS REAL ESTATE PROJECT PROCESS  Sched. 1B - Exhibit A\n\n\nPROJECT CONTACTS:\n\n. PBOS Facolities:\n  .  Office Systems Districts (Commercial Sales &amp; Service and National Sales).\n  .  Business Products Centers (\"BPC\")\n \n. PBOS Home Office Contacts:\n  . Office Systems District : Georgia Ludovico, 365-2371 fax 365-6193 Mail\n    Loc: 17-20\n  . Office Systems BPC: George Clark (ph PB external 365) 430-7061 fax\n    203-396-5641 Mail Loc: 17-23\n  . PBOS IT  - Voice and Data Requirements - Gary Geiger (ph PB external\n    365) 430-7036\n \n. PBI CRE Contacts\n  . CRE West Wendi Gruskin 351-7296\n  . CRE East Jessica Bray - 351-6286\n \n\n  IMPLEMENTATION DESCRIPTION:\n\nI.   PROJECT KICKOFF:\n\n. Identify Space Alternatives:\n  .  Consolidation &amp; Relocation of Operations\n  .  Relocation of District Office\n  .  Separation from PBI (demise in same facility or separate locations)\n  .  Lease Renewal (maybe w\/ a consolidation of another group)\n  .  New space requirement (New District Office or BPC).\n\n. Calculate Facility Requirement\n  .  Incorporate Personnel (\"PSN\") into standard PSN spreadsheet\n  .  Circulate Completed PSN spreadsheet to PBOS Home Office Contacts for\n     approval\n  .  Once facility requirement is established, compare to existing facility (to\n     determine if existing space meets current requirements).\n\n                                       7\n\n \n. Request Telecomm Budget From TechCentral Resources\n  .  Forward approved Personnel Spreadsheet to TechCentral Resources.\n  .  CRE to provide TechCentral Resources with projected move in date, local\n     PBOS contacts and a description of all options that will be explored\n     (Consolidation &amp; Relocation of PBOS, Lease Renewal (maybe w\/ a\n     consolidation and\/or demise existing space) and\/or New space requirement).\n  .  TechCentral Resources to review all phone\/data requirements with local PBOS\n     contacts.\n  .  TechCentral Resources to provide CRE with tele\/data budget for all facility\n     options.\n  .  PBOS IT will review, approve and manage provided budgets and equipment\n     requirements.\n\n. Contact Local PBOS Service Management  to discuss:\n  .  Approved Personnel\n  .  Service Requirements\n  .  Preferred Geographic Areas (request 1st 2nd &amp; 3rd choice and a Map based on\n     growth areas and current customer base).\n  .  Condition and Functionality of Existing space and improvements needed.\n\n. Contact Local PBOS Sales Management (Commercial and National Sales Manager's)\n  to review:\n  .  Requirements provided by Service Management.\n\n. Contact Local PBOS Commercial and National Region Management (Commercial\n  Region Service and Sales VP and National Region VP to review:\n  .  Requirements provided by their respective Local PBOS Management.\n\nII.    MARKET SURVEY\n\n. Provide Cushman &amp; Wakefield with the following information:\n  .  Preferred Geographic Area (request 1st 2nd &amp; 3rd choice and a Map showing\n     areas with instruction to educate as to the entire market).\n  .  Space requirement and Type of facility (flex, warehouse, and retail)\n  .  Lease expiration date and Target move in date.\n  .  Existing facility info (address, Local PBOS Management, and, if exploring\n     lease renewal, provide copy of lease, landlord contact, renewal terms,\n     rental rate, and desired improvements).\n\n                                       8\n\n \nIII. SITE TOUR\n\n. Preparation:\n  .  Review market survey provided by local C&amp;W broker.\n  .  Select 5-10 properties (if available) that meet requirement and desired\n     rental rates.\n  .  Schedule site tour. Advise Local PBOS Management of date and time of tour\n  .  One-week prior, confirm the local PBOS Management attendees and fax tour\n     itinerary.\n  .  Mail Copy of CRE Procedures Guide to local PBOS Management.\n  .  Request local Broker to prepare books (must include map, market scope,\n     property profile) and to have enough on hand for all attendees.\n\nIV.  SITE SELECTION\n\n. Develop Short List and proceed as follows:\n  .  Local Broker to send out PB standard RFP and Environmental Questionnaire to\n     prospective landlords.\n  .  Review all RFP's and Counter\n  .  Review Counter proposals and select 2 to 3 properties (if available) and\n     counter again (include PB standard lease document).\n  .  Request Landlords to provide proposed layout (Provide them with program\n     requirement (Personnel spreadsheet) and sample space plan of a similar\n     space requirement.).\n  .  Upon receipt of 2nd round of counters, C&amp;W to run comparison analysis.\n  .  Select 1st and 2nd choice properties.\n\nVI.  SITE APPROVAL\n\n. PB Due Diligence:\n  .  Environmental Assessment\n  .  Corporate Security- CAP Index Report\n\nV.   SITE DEVELOPMENT\n\n. Financial  Approval\n  .  CRE PM to Prepare CIP for new facility lease or lease renewal.\n  .  CIP to identify: Total Estimated Facility Expense (Lease, Opex, Cam,\n     Utilities, janitorial and moving costs) and Total Estimated Capital request\n     (LHI, Furniture and Phone and Data)\n  .  Attach to CIP; the approved Personnel spreadsheet, Telecomm budget and site\n     comparison analysis.\n\n                                       9\n\n \n  .  Forward CIP to respective PBOS Home Office Management for Approval.\n\n. Space Plan\n  .  CRE PM to forward landlord's proposed layout or As-Built (request plan on\n     CAD) to PB Architect for review and incorporation of PB standards.\n\n. Approval of Space Plan\n  .  CRE PM to forward proposed space plan (once all of CRE PM's comments have\n     been incorporated) to:\n  .  Local PBOS Management and Region Management for review\/approval and\/or\n     comments. If reasonable modifications are requested, incorporate and\n     forward modified plan to local PBOS management and Region Management for\n     approval.\n  .  CRE PM to provide TCC PM with Proposed TI language, Landlord's work letter\n     and Base Building Info.\n  .  TCC PM visits proposed site for pre-design review and existing facility.\n  .  Also if CRE PM has not seen the proposed facility, TCC PM to inspect the\n     HVAC units (if applicable) and take pictures of the interior space (ceiling\n     tile, lights, doors, restrooms, etc).\n\n. Telephone\/Data Services\n  .  CRE or TCC PM to Provide TechCentral Resources (ASAP) with the following\n     info:\n  .  New facility address, landlord contact, a name and phone number of a tenant\n     in the proposed building, any revised Personnel, proposed space plan,\n     confirm target completion date.\n  .  Confirm with TechCentral Resources that local PBOS management requirements\n     were discussed. Confirm with TechCentral Resources installation date for\n     new or existing phone switch and data lines.\n\n. Development of Base Plans and Construction Documents\n  .  Depending upon agreement with landlord, either PB Architect will prepare a\n     full set of base plans (Demolition, construction, tele\/elect\/, reflected\n     ceiling, and finish schedule) and forward to landlord's architect for\n     preparation of CD's (review for code compliance, and M.E.P's) or Landlord's\n     architect will prepare all drawings.\n\n. Lease\n  .  Prepare Lease Objective Sheet\n  .  Forward Proposed Lease Document or Lease Amendment (whether it be PB\n     standard lease that LL has marked up or Landlord's standard lease\n     document), Lease Objective Sheet and Accepted RFP to PB outside counsel.\n\n                                      10\n\n \n. Furniture\n  .  Request furniture inventory. Forward proposed layout (if completed) to\n     furniture vendor, Name and Phone number of local PBOS management.\n\nVI.  PRE-CONSTRUCTION THROUGH MOVE IN\n\n. Trammell Crow Scope of Services\n. TCC shall:\n  .  Coordinate with PBOS IT for procurement and installation of Telecomm and\n     Data requirements.\n  .  Coordinate order and installation of Telecom\/Data Cabling\n  .  Coordinate specification and procurement for new furniture (work with PB\n     vendors.\n  .  Furniture Vendor to provide TCC with the furniture inventory.\n  .  Coordinate the development of Construction Documents\n  .  Obtain a minimum of Three Bids for all work.\n  .  Secure issuance of  Building Permit (may be via Contractor or Landlord)\n  .  Manage Construction Process\n  .  Coordinate installation of Furniture\n  .  Obtain final Certificate of Occupancy\n  .  Administer move process (includes completion and distribution of PB\n     standard relocation schedule to local PBOS Contacts).\n  .  Develop, issue and manage completion of final Punch List.\n\n                                      11\n\n \n.  Project Management Activity Responsibilities\n\n<\/pre>\n<table>\n<caption>\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;&#8211;<br \/>\nActivity                                                  Responsible Parties<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;&#8211;<br \/>\n                                                          PBOS  CRE  Vendor<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;&#8211;<br \/>\n<s>                                                       <c>   <c>  <c><br \/>\nProject Request and Assignment                            x<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;&#8211;<br \/>\nIdentify strategy\/ Define geographic area                 x<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;&#8211;<br \/>\nProvide CRE personnel information in standard             x<br \/>\nspreadsheet format (attached)<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;&#8211;<br \/>\nPropose alternatives                                      x     x<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;&#8211;<br \/>\nDimension Size requirement based on approved                    x<br \/>\nstandards (attached)<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;&#8211;<br \/>\nApprove Size and Geographic search area                   x<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;&#8211;<br \/>\nDetermine Telecomm\/data requirements and provide          x          TCC PM<br \/>\nbudget                                                               TechCentral<br \/>\n                                                                     Data Resource<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;&#8211;<br \/>\nObtain market data, develop short list and coordinate     x     x    RE broker<br \/>\nschedule for market tour<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;&#8211;<br \/>\nTour short list of sites                                  x          x<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;&#8211;<br \/>\nAnalyze RFP&#8217;s , Counter proposals, propose property             x<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;&#8211;<br \/>\nPrepare and circulate facility CIP for approval                 x<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;&#8211;<br \/>\nReview and approve facility CIP                           x<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;&#8211;<br \/>\nFinalize site selection                                   x<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;&#8211;<br \/>\nRequest Environmental and Security review of property           x<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;&#8211;<br \/>\nConduct Environmental assessment                                     PBI Corporate<br \/>\n                                                                     Safety<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;&#8211;<br \/>\nConduct Security review                                              Security Firm<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;&#8211;<br \/>\nNegotiate and finalize lease document                           x    RE Atty<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;&#8211;<br \/>\nExecute Lease Agreement                                   x<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;&#8211;<br \/>\nRequest and analyze furniture inventory. Develop                x    Furniture<br \/>\nfurniture installation drawing.  Order components                    Distributor &#8211;<br \/>\nneeded to complete new configurations or to replace                  Inventory\/<br \/>\ndamaged furniture.                                                   design<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;&#8211;<br \/>\nDevelop space plan                                        x     x    Architect<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;&#8211;<br \/>\nApprove final space plan                                  x<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;&#8211;<br \/>\nDevelop construction documents                                  x    Architect<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;&#8211;<br \/>\nManage construction process                                     x    TCCS<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;&#8211;<br \/>\nManage installation of voice and data                     x          TCCS<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;&#8211;<br \/>\nManage installation of new furniture and the tear down          x    Furniture<br \/>\nand rebuild or move of existing furniture                            Distributor &amp; TCCS<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;&#8211;<br \/>\nSchedule and Coordinate move into new facility            x     x    Move vendor &amp; TCCS<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;&#8211;<br \/>\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                                      12<\/p>\n<p>                    PBI \/ PBOS Transition Services Agreement<\/p>\n<p>       Schedule 1C-1 &#8211; Accounting Services &#8211; Sales, Use and Property Tax<br \/>\n       &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>General<br \/>\n&#8212;&#8212;-<\/p>\n<p>PBI will provide PBOS with transitional accounting services to cover tax<br \/>\ncompliance, research and tax-audit planning for sales, use and property taxes.<\/p>\n<p>Duration<br \/>\n&#8212;&#8212;&#8211;<\/p>\n<p>Distribution Date to December 31, 2001 (general support excluding maintenance of<br \/>\ntables)<br \/>\nDistribution Date to December 31, 2002 (maintenance of all tax tables)<\/p>\n<p>Cost<br \/>\n&#8212;-<\/p>\n<p>$11,250 per month until December 31, 2001.<br \/>\n$1,000 per month from January 1, 2002 until December 31, 2002.<\/p>\n<p>Included Services<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n. Maintenance of tax tables includes:<br \/>\n     o Maintain Spitab tables.<br \/>\n     o Maintain use-tax tables.<br \/>\n     o Maintain property tax depreciation tables for tangible personal tax.<br \/>\n     o Maintain PTMS (fixed asset) tax tables.<br \/>\n. General Support includes:<br \/>\n     o Train PBOS tax group to maintain the PTMS table post-transition period.<br \/>\n     o Support PBOS tax group as consultant to help build competence.<br \/>\n     o Support tax compliance efforts (business licences, sales and use returns,<br \/>\n       property tax returns).<br \/>\n     o Provide tax data and backup documents to PBOS upon request.<br \/>\n     o Provide PBOS with three offices\/cubicles equipped with online desktop<br \/>\n       computers and printer, in or near the PBI tax department.<br \/>\n     o Advise PBOS of any sales, use or property tax audit issues which result<br \/>\n       or may result in additional tax (or refund) or written advice by taxing<br \/>\n       authority on suggested or required corrective measures. These issues<br \/>\n       could include audit adjustments that affected the facsimile and\/or copier<br \/>\n       component of PBI compliance, or adjustments or issues that could affect<br \/>\n       prospective or post-distribution PBOS compliance or audits.<\/p>\n<p>                                      13<\/p>\n<p>Excluded Services<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n. PBI will not conduct any tax research on behalf of PBOS after August 1, 2001.<\/p>\n<p>Conditions<br \/>\n&#8212;&#8212;&#8212;-<br \/>\n. PBOS will sign all tax returns submitted by PBOS.<br \/>\n. PBOS will indemnify PBI for all returns completed by PBI on the behalf of<br \/>\n  PBOS, consistent with the appropriate terms in the tax separation agreement.<\/p>\n<p>                                      14<\/p>\n<p>                    PBI \/ PBOS Transition Services Agreement<\/p>\n<p>      Schedule 1C-2 &#8211; Accounting Services &#8211; Payroll, Travel Reimbursement,<br \/>\n      &#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                                Accounts Payable<br \/>\n                                &#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>General<br \/>\n&#8212;&#8212;-<\/p>\n<p>PBI will provide PBOS with transitional accounting services to cover payroll,<br \/>\naccounts payable and travel reimbursement.<\/p>\n<p>Duration<br \/>\n&#8212;&#8212;&#8211;<\/p>\n<p>Distribution Date to December 31, 2001 (Payroll and Travel Reimbursement).<br \/>\nDistribution Date to December 31, 2002 (Accounts Payable)<\/p>\n<p>Cost<br \/>\n&#8212;-<\/p>\n<p>Monthly charges will be as follows:<\/p>\n<p> Payroll                 $34,870<br \/>\n Travel Reimbursement      4,855<br \/>\n Accounts Payable         22,650<br \/>\n                          &#8212;&#8212;<br \/>\n Total                   $62,375<br \/>\n                         =======<\/p>\n<p>Included Services<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\nPayroll services include:<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212; <\/p>\n<p>. Set-up of new employees in Payroll system, assuming ordinary changes to<br \/>\n  payrolls.  Extraordinary numbers of new employees brought on by acquisitions<br \/>\n  or business practice changes may incur higher fees.<br \/>\n. Processing regular payroll and overtime payments.<br \/>\n. Payroll tax deposits, returns, payments and W-2 processing.<br \/>\n. Account reconciliations for all payroll accounts (FICA, unemployment<br \/>\n  insurance, federal\/state and local with-holding, other appropriate deductions,<br \/>\n  and payroll).<\/p>\n<p>Travel Reimbursement services include:<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n. Processing approved Travel Reimbursement Payments and adjustments, consistent<br \/>\n  with existing PB suppliers and practices.<br \/>\n. Assigning travel expenses to appropriate GL account.<br \/>\n. Does not include approval of expenses which will be conducted by PBOS.<\/p>\n<p>                                      15<\/p>\n<p>Accounts Payable services include:<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n. Provide system space for PBOS Accounts Payable on SAP system.<br \/>\n. Schedule systems runs.<br \/>\n. Maintain SAP and vendor file.<br \/>\n. Control systems security.<br \/>\n. Provide training for PBOS staff to process reports etc in SAP system.<br \/>\n. Does not include processing, matching and paying bills (done by PBOS staff).<\/p>\n<p>                                      16<\/p>\n<p>                    PBI \/ PBOS Transition Services Agreement<\/p>\n<p>              Schedule 1C-3 &#8211; Accounting Services &#8211; General Ledger<br \/>\n              &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>General<br \/>\n&#8212;&#8212;-<\/p>\n<p>PBOS will continue to use the general ledger system within PB&#8217;s SAP environment<br \/>\nduring the transition period.  Maintenance of the system will be provided by PB,<br \/>\nwhile most accounting activities related to the general ledger will be conducted<br \/>\nby PBOS.<\/p>\n<p>PBOS accounting system structure will be maintained at a level consistent with<br \/>\nthe period preceding the spin-off.  Any changes to this structure will be made<br \/>\nat the sole discretion of PB.<\/p>\n<p>Duration<br \/>\n&#8212;&#8212;&#8211;<\/p>\n<p>Distribution Date to December 31, 2002<\/p>\n<p>Cost<br \/>\n&#8212;-<\/p>\n<p>$34,500 per month.<\/p>\n<p>Included Services<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>. Maintenance of the SAP system (including Chart of Accounts, cost center<br \/>\n  structure, product hierarchy, Accrual reversal, open and close posting<br \/>\n  periods).<br \/>\n. Maintenance of access security to SAP.<br \/>\n. Reconciliation of feeder systems to general ledger.<br \/>\n. Reconciliation of shared accounts to general ledger.<br \/>\n. Prepare the feeder closing schedule for Danbury Data Center.<br \/>\n. Facilitate closing entries based on requests from PBOS.<br \/>\n. Training of PBOS staff to utilize general ledger within SAP.<\/p>\n<p>Metrics\/Service Levels<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>PBI will ensure that closing schedules for PBOS books will conform to a monthly<br \/>\nclosing schedule that will be provided to PBOS management, consistent with the<br \/>\npre-spin-off practice.  It is expected that PBOS&#8217;s monthly close of feeder<br \/>\nsystems will conform closely with that of PBI (timing is dictated by the timing<br \/>\nof the run of PBI and PBOS unique feeder systems).<\/p>\n<p>                                      17<\/p>\n<p>                    PBI \/ PBOS Transition Services Agreement<\/p>\n<p>               Schedule 1C-4 &#8211; Accounting Services &#8211; Fixed Assets<br \/>\n               &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>General<br \/>\n&#8212;&#8212;-<\/p>\n<p>PBOS will continue to use the fixed asset ledger within PB&#8217;s SAP system during<br \/>\nthe transition period.<\/p>\n<p>Duration<br \/>\n&#8212;&#8212;&#8211;<\/p>\n<p>Distribution Date to December 31, 2002<\/p>\n<p>Cost<br \/>\n&#8212;-<\/p>\n<p>$2,000 per month.<\/p>\n<p>Included Services<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>. Set-up of fixed assets into SAP system.<br \/>\n. Ongoing maintenance of the account structure.<br \/>\n. Process write-offs and accounting entries upon request of PBOS.<br \/>\n. Provide ad-hoc reporting as required by PBOS.<br \/>\n. Training of PBOS staff to utilize fixed asset ledger within SAP.<\/p>\n<p>                                      18<\/p>\n<p>                    PBI \/ PBOS Transition Services Agreement<\/p>\n<p>           Schedule 1C-5 &#8211; Accounting Services &#8211; Inventory Accounting<br \/>\n           &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>General<br \/>\n&#8212;&#8212;-<\/p>\n<p>PBOS will continue to use the inventory accounting system within PB&#8217;s financial<br \/>\nsystem during the transition period.<\/p>\n<p>Duration<br \/>\n&#8212;&#8212;&#8211;<\/p>\n<p>Distribution Date to December 31, 2002<\/p>\n<p>Cost<br \/>\n&#8212;-<\/p>\n<p>$20,400 per month.<\/p>\n<p>Included Services<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>. Maintenance of the CIS Inventory system (includes all product code hierarchy,<br \/>\n  depreciation rates, etc.)<br \/>\n. Reconciliation of feeder systems to general ledger (demos, finished goods,<br \/>\n  rental assets).<br \/>\n. Ensure output from inventory system is accurately reflected within G\/L and<br \/>\n  Income Statement.<br \/>\n. Calculation of Purchase Material Variances on facsimile equipment and parts.<br \/>\n. Ensure reconciliations are accurate and current for shared accounts.<\/p>\n<p>                                      19<\/p>\n<p>                    PBI \/ PBOS Transition Services Agreement<\/p>\n<p>           Schedule 1C-6 &#8211; Accounting Services &#8211; Accounts Receivable<br \/>\n           &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>General<br \/>\n&#8212;&#8212;-<\/p>\n<p>PBOS will continue to use the Mechanical Accounts Receivable System during the<br \/>\ntransition period. Maintenance of the system will be provided by PB.<\/p>\n<p>PB will support reconciliation of Accounts Receivable to the General Ledger, and<br \/>\nwill work in conjunction with PBOS to ensure that cash application through the<br \/>\nseparate lock-boxes is correct.<\/p>\n<p>PB will continue to issue over-due statements to PBOS customers with outstanding<br \/>\ninvoices greater than 40 days.<\/p>\n<p>There will be no cross-divisional (i.e. Inter-company) file corrections within<br \/>\nthe Accounts Receivable system.  PBOS will make no changes to the A\/R system<br \/>\nbeyond normal customer maintenance functions defined below.<\/p>\n<p>Duration<br \/>\n&#8212;&#8212;&#8211;<\/p>\n<p>Distribution Date to December 31, 2002 (A\/R systems usage and maintenance)<br \/>\nDistribution Date to January 31, 2002 (Reconciliation and accounting support)<\/p>\n<p>Cost<br \/>\n&#8212;-<\/p>\n<p>Monthly charges are as follows:<\/p>\n<p> Salaries                  $   590<br \/>\n A\/R System Maintenance      5,700<br \/>\n Forms and Envelopes         1,840<br \/>\n Postage                     8,300<br \/>\n                             &#8212;&#8211;<br \/>\n Total                     $16,430<br \/>\n                           =======<\/p>\n<p>Commencing January 1, 2002, monthly charge will be reduced by $590 (all salary<br \/>\ncharges related to reconciliations and accounting support will cease).<\/p>\n<p>Included Services<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>PB will:<\/p>\n<p>                                      20<\/p>\n<p>. Maintain Spitab tables (A\/R aging, Bad debts, Statements\/Commissions).<br \/>\n. Tie-out daily Trial Balance to Mechanical Invoice Load (until 1\/31\/02).<br \/>\n. Tie-out and reconciliation monthly (until 1\/31\/02):<br \/>\n      o Cashbook (JV#004)<br \/>\n      o Refunds and Manual A\/R Feeder (JV#99)<br \/>\n      o A\/R to General Ledger<br \/>\n. Analyze, in conjunction with PBOS, misapplied cash through lockbox process:<br \/>\n      o Determine if any cash received through PB lockbox is for payment of PBOS<br \/>\n        invoices.<br \/>\n      o Remove from PB G\/L and A\/R systems any misapplied cash.<br \/>\n      o Wire any misapplied PBOS cash to PBOS on a timely basis, to be<br \/>\n        determined jointly by both parties.<br \/>\n. Train PBOS staff on Reconciliation procedures on G\/L.<br \/>\n. Set-up &amp; maintain PBOS employees for A\/R Security.<br \/>\n. Provide to PBOS usage of the A\/R system, including:<br \/>\n      o On-line functionality of A\/R System (entries made by PBOS staff):<br \/>\n          . Write-Off.<br \/>\n          . File Correction.<br \/>\n          . Refund.<br \/>\n      o Use of all existing A\/R screens:<br \/>\n          . CMS.<br \/>\n          . Payment history\/Fiche information.<br \/>\n      o Reporting (access to PBOS staff to generate following reports):<br \/>\n          . A\/R Aging Report.<br \/>\n          . Bad Debt Reporting.<br \/>\n          . Refund Reporting.<br \/>\n. Issue weekly overdue statements to PBOS customers with invoices outstanding<br \/>\n  more than 40 days (including cost of statement, envelope and postage).<\/p>\n<p>PBOS Services provided to PB<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n. Analyze, in conjunction with PB, misapplied cash through lockbox process:<br \/>\n      o Determine if any cash received through PBOS lockbox is for payment of PB<br \/>\n        invoices.<br \/>\n      o Remove from PBOS G\/L and A\/R systems any misapplied PB cash.<br \/>\n      o Wire any misapplied PB cash to PB on a timely basis, to be determined<br \/>\n        jointly by both parties.<\/p>\n<p>Excluded Services<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n. All PBOS Fax Accounts Receivable Processes (not presently conducted by PB).<br \/>\n. Management of PBOS lockboxes.<\/p>\n<p>                                      21<\/p>\n<p>. Cash application of cash received through PBOS lockboxes (conducted by PBOS<br \/>\n  A\/R staff).<br \/>\n. All A\/R functions related PBOS customers (conducted by PBOS A\/R staff)<br \/>\n  including:<br \/>\n      o Write-Off.<br \/>\n      o File Correction.<br \/>\n      o Refund.<br \/>\n. All daily\/monthly reconciliations of PBOS A\/R will be assumed by PBOS after<br \/>\n  1\/31\/02.<\/p>\n<p>                                      22<\/p>\n<p>                   PBPSI \/ PBOS Transition Services Agreement<\/p>\n<p>                     Schedule 1D &#8211; Benefits Administration<br \/>\n                     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>General<br \/>\n&#8212;&#8212;-<\/p>\n<p>PBI agrees to provide certain administrative services related to employee<br \/>\nbenefits to be offered by PBI to PBOS employees as set forth below.<\/p>\n<p>Duration<br \/>\n&#8212;&#8212;&#8211;<\/p>\n<p>. Except for specific items that are noted in Section 5 below, all benefits<br \/>\n  administration support will terminate on December 31, 2001.<\/p>\n<p>Cost<br \/>\n&#8212;-<\/p>\n<p>. $74,100 per month (from Distribution Date through December 31, 2001)<br \/>\n. PBI and PBOS agree to negotiate jointly with 3rd party vendors with respect<br \/>\n  to costs incurred related to pension transition service credit to be provided<br \/>\n  by such vendors on behalf of PBOS employees where the services pertain to<br \/>\n  employee benefits provided by Pitney Bowes.  PBOS agrees to pay the fees of<br \/>\n  such vendors directly to the vendors without involvement of Pitney Bowes.<\/p>\n<p>Included Services<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>1. General Benefits Administration<br \/>\n   &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n.  Health Care, Dependent Care claims and administration of flex benefits.<br \/>\n.  Processing of retirees from PBOS transferred from Pitney Bowes, including<br \/>\n   pension and retiree medical benefits.<\/p>\n<p>2. Administration of Disability Programs<br \/>\n   &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n.  Services to be provided are comparable to historical service provided to PBOS<br \/>\n   employees.<\/p>\n<p>3. Benefits Customer Service Center<br \/>\n   &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n.  Services to be provided are comparable to historical service provided to PBOS<br \/>\n   employees.<\/p>\n<p>4. PBI Systems Access<br \/>\n   &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n.  Access to PARS, DSS, Benesoft, MDA.<\/p>\n<p>5. 2002 and Beyond<br \/>\n   &#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n.  Benefits Call Center 8:00 &#8211; 6:00 PM &#8211; (ends 3\/31\/02)<\/p>\n<p>                                      23<\/p>\n<p>. Dependant Care\/Healthcare account claims processing &#8211; (ends 3\/31\/02)<br \/>\n. Disability &#8211; run-out of all open claims as of 12\/31\/01 (ends 6\/15\/02)<br \/>\n. Processing of retirees from PBOS transferred from Pitney Bowes, including<br \/>\n  pension and retiree medical benefits.<\/p>\n<p>PBOS Responsibilities<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>. PBOS agrees to provide Towers Perrin or other provider designated by Pitney<br \/>\n  Bowes with data monthly that tracks employee pay and employment duration for<br \/>\n  PBOS employees.  Data must be provided in a format that is compatible with<br \/>\n  Pitney Bowes&#8217; pension benefits software.<\/p>\n<p>                                      24<\/p>\n<p>                    PBI \/ PBOS Transition Services Agreement<\/p>\n<p>                 Schedule 1E &#8211; Supplies Line Order Entry System<br \/>\n                 &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>General<br \/>\n&#8212;&#8212;-<\/p>\n<p>PBOS will continue to use the PBI Telemarketing order entry system for the<br \/>\nSupplies Line for all Copier orders.  Fax orders will not use the PBI<br \/>\nTelemarketing order entry system.<\/p>\n<p>The order entry system described in this agreement includes the order entry<br \/>\nsystem, the customer database, pricing database, product master, credit card,<br \/>\nshipping database and invoicing which are also key support for the overall<br \/>\nTelemarketing system.<\/p>\n<p>Duration<br \/>\n&#8212;&#8212;&#8211;<\/p>\n<p>Distribution Date to December 31, 2002<\/p>\n<p>Cost<br \/>\n&#8212;-<\/p>\n<p>Normal maintenance of the system, including updates for changes in products and<br \/>\nor pricing, will be provided through the same arrangement as existed pre-<br \/>\nSpinoff.<\/p>\n<p>Postage, envelopes, letter stock and other soft-costs (such as credit card fees<br \/>\nand other chargebacks) will be charged back to PBOS at actual cost incurred.<\/p>\n<p>Approved PBOS-requested system changes and testing will charged at a rate of<br \/>\n$150 per hour.<\/p>\n<p>Included Services<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>Maintenance of the Order Entry System, including Cost of Sales and Billing.<\/p>\n<p>Daily feed of order information to invoicing system and revenue tie-outs.<\/p>\n<p>Feed to general ledger and all required reconciliations.<\/p>\n<p>Limited systems changes will be provided at rates shown above.  All systems<br \/>\nchanges must be approved in advance by PBI, and tested by PBI prior to<br \/>\nimplementation.<\/p>\n<p>                                      25<\/p>\n<p>Fax supply line orders will not use the PBI Order entry system except when<br \/>\ncustomers use purchase power account to pay for purchase.<\/p>\n<p>PBOS will make no changes to the PBI supply line order entry system, except the<br \/>\ndaily maintenance of the PBOS-related portions of the following modules, which<br \/>\nare sole responsibility of PBOS:<\/p>\n<p>  .  Products<br \/>\n  .  Contracts<br \/>\n  .  Cost of Sales\/Accounting<br \/>\n  .  Product Routing<br \/>\n  .  Pricing<br \/>\nNote that each of the above modules are maintained by PBOS in the period prior<br \/>\nto the spin-off.<\/p>\n<p>                                      26<\/p>\n<p>                    PBI \/ PBOS Transition Services Agreement<\/p>\n<p>                          Schedule 1F &#8211; Customer Care<br \/>\n                          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>General<br \/>\n&#8212;&#8212;-<\/p>\n<p>The PB Customer Care Group will support PBOS by providing incoming service call<br \/>\nreceipt and service call dispatch.  This service includes use of both human and<br \/>\nelectronic (Integrated Voice Response, or IVR) call receipt.<\/p>\n<p>Duration<br \/>\n&#8212;&#8212;&#8211;<\/p>\n<p>This agreement will terminated concurrently with the termination of the Field<br \/>\nService agreement.<\/p>\n<p>If a long-term arm&#8217;s length Field Service agreement is negotiated, this Customer<br \/>\nCare agreement will be deemed to be cancelled concurrently with the termination<br \/>\nof the transitional services agreement for Field Service, and a subsequent<br \/>\nagreement covering the services provided by the Customer Care Group would need<br \/>\nto be agreed to by both parties.<\/p>\n<p>Cost<br \/>\n&#8212;-<\/p>\n<p>$158,100 per month based on an annual non-IVR call volume of 900,000 to<br \/>\n1,000,000 PBOS calls per year.<\/p>\n<p>On or around August 1, 2002, an annual reconciliation of non-IVR calls will be<br \/>\ncompleted by the Customer Care Group.   All billing adjustments as a result of<br \/>\nthis reconciliation will be made in the next monthly bill following the<br \/>\nreconciliation.  The reconciliation will be based on the following methodology:<\/p>\n<p>Annual Call Range         (Credit)\/Charge to PBOS<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;         &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\nBelow 840,000             $(50,000) for every 30,000 calls under 900K<br \/>\n840,000 &#8211; 869,999         $(100,000)<br \/>\n870,000 &#8211; 899,999         $(50,000)<br \/>\n900,000 &#8211; 1,000,000       No adjustment<br \/>\n1,000,001 &#8211; 1,030,000     $50,000<br \/>\n1,030,001 &#8211; 1,060,000     $100,000<br \/>\nAbove 1,060,000           $50,000 for every 30,000 calls over 1 million<\/p>\n<p>Subsequent reconciliations will be undertaken annually.  If this agreement is<br \/>\ncancelled or expires in the middle of a year, a reconciliation will be completed<br \/>\nat time of cancellation based on monthly call volumes, using an equal monthly<br \/>\npro-<\/p>\n<p>                                      27<\/p>\n<p>ration of the annual call volume target range of 900,000 to 1,000,000 calls.<br \/>\nLikewise, any incremental charges or credits will be pro-rated in equal monthly<br \/>\namounts based on the above ranges. For example, if this agreement were cancelled<br \/>\nafter 5 months (or 5 months after the last reconciliation period), a target<br \/>\nrange of 5\/12s of the above Call Ranges and Charges would apply. Any adjustments<br \/>\nwill be made in a separate bill following the reconciliation.<\/p>\n<p>Included Services<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>Access to both customer service representatives and the integrated voice<br \/>\nresponse system (IVR) to accept inbound telephone calls requesting service calls<br \/>\nor service call information related to PBOS products.<\/p>\n<p>The representative will assess the nature of inbound calls and route calls to<br \/>\nfield service representatives via the ACESS system.<\/p>\n<p>Monthly reporting of call volumes will be provided to PBOS at comparable levels<br \/>\nas existed prior to spin-off.<\/p>\n<p>Only service-related calls are handled by the Customer Care group.  All billing<br \/>\nissues are routed to PBOS agents in Denver.<\/p>\n<p>Upon receipt of completed call information, the agent will assess whether the<br \/>\ncall is billable or covered by a service contract.  The agent will then code the<br \/>\norder appropriately in the system.<\/p>\n<p>PB will provide disaster recovery services for the Melbourne fax diagnostic<br \/>\ncenter only.  Disaster Recovery service will allow customer telephone calls to<br \/>\nbe routed to PB call centers.  PB agents will provide limited service to such<br \/>\ncustomers at best-efforts level, following previously agreed upon plans.  If<br \/>\nadditional expenses are incurred by PB in support of this service, they will be<br \/>\ncharged to PBOS.<\/p>\n<p>Excluded Services<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>Service does not include the provision disaster recovery service for PBOS call<br \/>\ncenters except as noted above.<\/p>\n<p>                                      28<\/p>\n<p>                    PBI \/ PBOS Transition Services Agreement<\/p>\n<p>                     Schedule 1G &#8211; Safety and Environmental<br \/>\n                     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>General<br \/>\n&#8212;&#8212;-<\/p>\n<p>PBI will furnish PBOS with Safety and Environmental consulting support during<br \/>\nthe transition period.  These services cover the regulatory mandated programs of<br \/>\nEPA, OSHA, DOT and other employee safety, health, property protection, energy<br \/>\nmanagement and environmental compliance initiatives.<\/p>\n<p>PBI will accept no liability for any claims or damages related to any services<br \/>\nprovided herein.  PBOS will save harmless PBI from any claims or damages related<br \/>\nto Safety or Environmental concerns.<\/p>\n<p>Duration<br \/>\n&#8212;&#8212;&#8211;<\/p>\n<p>The period commencing at the Distribution Date and concluding December 31, 2001.<\/p>\n<p>Cost<br \/>\n&#8212;-<\/p>\n<p>$12,000 per month.  This fee will cover reasonable personnel and travel expenses<br \/>\nrelated to on-going business requirements.<\/p>\n<p>If extra-ordinary expenses are required due to unusual business situations, PBI<br \/>\nwill advise PBOS of the expected cost of services and PBOS will not unreasonably<br \/>\nreject payment of those expenses.<\/p>\n<p>Included Services<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>Service will include the provision of consulting and training support related to<br \/>\nthe following areas:<\/p>\n<p>  .  Industrial Hygiene Programs<br \/>\n  .  Environmental Compliance Audits<br \/>\n  .  Environmental Compliance Support<br \/>\n  .  Asset Recovery Operations<br \/>\n  .  Supply Chain Environmental Management (SCEM)<br \/>\n  .  Environmental Training<br \/>\n  .  Packaging Compliance<br \/>\n  .  Marketing Support<br \/>\n  .  Sales Support<\/p>\n<p>                                      29<\/p>\n<p>  .  Property Assessments (EHS Focus)<br \/>\n  .  Environmental Metrics<br \/>\n  .  Energy Management Services<br \/>\n  .  Vendor Audits<br \/>\n  .  Chemical Safety<br \/>\n  .  Safety Consulting<br \/>\n  .  Property Protection<br \/>\n  .  Air Permit Administration<br \/>\n  .  OSHA Record-keeping<br \/>\n  .  BLS Record-keeping\/Reporting<br \/>\n  .  Field Safety Program<br \/>\n  .  Safety and Health Audits<br \/>\n  .  MSDS Program<br \/>\n  .  Office Ergonomics Program<br \/>\n  .  Contractor Safety\/Customer Support<br \/>\n  .  Motor Vehicle Safety Program<br \/>\n  .  Asbestos Management<\/p>\n<p>Limits of Liability<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>PBI will accept no liability for any claims or damages related to any services<br \/>\nprovided herein.  PBOS will save harmless PBI from any claims or damages related<br \/>\nto Safety or Environmental concerns.<\/p>\n<p>                                      30<\/p>\n<p>                    PBI \/ PBOS Transition Services Agreement<\/p>\n<p>                 Schedule 1H &#8211; Field Service Systems Support<br \/>\n                  &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>General<br \/>\n&#8212;&#8212;-<\/p>\n<p>PBI will furnish PBOS with systems support related to call dispatch, parts<br \/>\norder, customer billing and service history for all US regions through the ACESS<br \/>\nsystem.<\/p>\n<p>Duration<br \/>\n&#8212;&#8212;&#8211;<\/p>\n<p>The period commencing at the Distribution Date and concluding December 31, 2002.<\/p>\n<p>Cost<br \/>\n&#8212;-<\/p>\n<p>Support of the ACESS system and handhelds will be charged at a monthly rate of<br \/>\n$208,000 ($2.5 Mil annually).<\/p>\n<p>At the termination of this agreement, all costs associated with migrating data<br \/>\nto a new system will be borne by PBOS.<\/p>\n<p>Included Services<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>For all PBOS business, PB will provide the following services:<br \/>\n  .  Ongoing support of the ACESS system.<br \/>\n  .  Access to the ACESS system by PBOS staff.<br \/>\n  .  Daily batch feeds from ACESS to PBOS billing system.<br \/>\n  .  Update and maintenance of hardware and software required for wireless<br \/>\n     communication system (including handheld devices and AIM system).<br \/>\n  .  Logistics for repair and redistribution of wireless devices.<\/p>\n<p>                                      31<\/p>\n<p>                    PBI \/ PBOS Transition Services Agreement<\/p>\n<p>                  Schedule 1J &#8211; Non-Focus Area Field Service<br \/>\n                   &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>General<br \/>\n&#8212;&#8212;-<\/p>\n<p>PBI will furnish PBOS with maintenance service to PBOS products in areas that<br \/>\nwere serviced on June 1, 2001 by global mailing systems representatives (the<br \/>\n&#8220;Non-Focus Areas&#8221;).<\/p>\n<p>Duration<br \/>\n&#8212;&#8212;&#8211;<\/p>\n<p>The period commencing at the Distribution Date and concluding December 31, 2002.<\/p>\n<p>This agreement can be cancelled with 90 days written notice by either party.<\/p>\n<p>This agreement may be renewed annually for a one-year period if specific terms<br \/>\nincluding cost can be agreed between both parties.<\/p>\n<p>Cost<br \/>\n&#8212;-<\/p>\n<p>$492,000 per month based on a target service population of 6,200 copiers and<br \/>\n13,000 faxes.  Volumes will be re-evaluated quarterly.  A machine is included in<br \/>\nthe service volume if it is a rental or has a valid EMA or has had service work<br \/>\nconducted upon it within the past twelve months.<\/p>\n<p>Pricing will remain consistent if volume remains within 5% of the target volume.<br \/>\nPricing will be modified on a quarterly basis if volume changes by more than 5%<br \/>\nfrom the target volume.  Revised pricing will be based on a mutually agreed<br \/>\nformula that takes into account changes in volume and model mix.<\/p>\n<p>All initial costs associated with training of new and existing service<br \/>\ntechnicians on product updates or new products will be borne by PBOS.<\/p>\n<p>All costs associated with supply of parts to field service representatives for<br \/>\nrepairs on PBOS products will be borne by PBOS.<\/p>\n<p>Included Services<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>For the specific territories described below, customer service of specific<br \/>\nproducts (listed below), including:<br \/>\n  .  Preventative, remedial and emergency customer service.<\/p>\n<p>                                      32<\/p>\n<p>  .  Installation of new products.<br \/>\n  .  Preparation and reinstallation of relocated products (excluding actual<br \/>\n     transport of products which will be charged directly to PBOS).<br \/>\n  .  Customer training and\/or consulting.<br \/>\n  .  Specific operating procedures have been mutually agreed upon and are on<br \/>\n     file with PB. These operating procedures may be changed upon mutual consent<br \/>\n     of both parties.<\/p>\n<p>Included Territories<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>  .  The included territories are identified in a list previously provided and<br \/>\n     agreed by PBOS, which is maintained on file by PB. Changes to the list of<br \/>\n     included territories will be allowed if the changes are mutually agreed to<br \/>\n     by PBOS and PB.<\/p>\n<p>Specific Products Covered<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>  .  Facsimile\/Multifunction devices &#8211; products whose primary function is the<br \/>\n     transmission and receipt of scanned images. May also have scan and store,<br \/>\n     printing or copying functions as secondary options. May connect to a PC as<br \/>\n     a standalone print device.<br \/>\n  .  Analog Copier\/Unconnected Digital Copiers &#8211; products whose primary function<br \/>\n     is the reproduction of scanned images locally, not connected to a LAN or<br \/>\n     WAN. May have built-in facsimile functions as a secondary function. May<br \/>\n     connect to a PC as a standalone print device.<br \/>\n  .  Digital Connected Copiers &#8211; products whose primary function is the<br \/>\n     reproduction of scanned images, which are connected to a LAN or WAN via an<br \/>\n     external print services device or an embedded printer controller. PB will<br \/>\n     service the copier\/print device only. PBOS will install and service<br \/>\n     networking options\/software at its own expense.<br \/>\n  .  Color Copiers (connected and unconnected) &#8211; products whose primary function<br \/>\n     is the reproduction of scanned images in a CMYK (Color) environment,<br \/>\n     locally or connected to a LAN or WAN. PB is not required to service color<br \/>\n     copiers in any locations.<\/p>\n<p>Services provided by PBOS<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>For the products listed above and for mutually agreed to approved new products,<br \/>\nPBOS is obligated to provide initial technician training to all PB service<br \/>\ntechnicians working in the Included Territories.   The level of training will be<br \/>\nequivalent to that provided to PBOS service technicians.  PBOS will train a PB<br \/>\nrep at no cost to PB, within 30 days, if a machine is moved into a non-focus<br \/>\narea by a major or national account.<\/p>\n<p>                                      33<\/p>\n<p>Technical product changes: Timing of training to the PB service techs will be<br \/>\nreasonably concurrent with training of PBOS, with both parties making best-<br \/>\nefforts to make themselves available for such training.<\/p>\n<p>New technician training: New technicians will be trained at regularly scheduled<br \/>\nPBOS training courses.<\/p>\n<p>PBOS will offer free technical training to all PB reps at regularly scheduled<br \/>\nPBOS training courses if space is available.<\/p>\n<p>All costs associated with initial training for new territories\/equipment, not<br \/>\npreviously trained will be borne by PBOS (including travel-related costs and all<br \/>\ncosts related to training materials and facilities, but excluding any charges<br \/>\nfrom PB techs for time spent in training).  Where additional training is<br \/>\nrequired due to unsatisfactory performance by a previously trained PB rep, all<br \/>\ncosts associated with this training will be borne by PB.  Where additional<br \/>\ntraining is required due to turnover of PB reps (defined as any rep with less<br \/>\nthan 2 years experience with PB), all travel costs associated with this training<br \/>\nwill be borne by PB.<\/p>\n<p>Technical telephone support of specified products will be provided in timely<br \/>\nfashion by PBOS and at no cost to PB.  OS technical support may facilitate local<br \/>\nOS support at no cost to PB if the technical support hotline fails to lend the<br \/>\nsupport to properly repair the product.<\/p>\n<p>PBOS will provide parts to PBI service technicians in the specified regions<br \/>\naccording to the terms of the Service Parts Logistics Schedule at no cost to PB.<\/p>\n<p>Service Standards Definitions<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\nResponse time &#8211; the amount of time elapsed from customer call to arrival of rep<br \/>\nat customer location.<\/p>\n<p>Average Uptime percentage &#8211; the average of the Uptime Percentages calculated for<br \/>\neach month in a rolling 3-month period.  Monthly Uptime Percentages is<br \/>\ncalculated as follows:<\/p>\n<p>          Uptime Percentage = Hours of Operation &#8211; Equipment Downtime<br \/>\n                              &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n                                      Hours of Operation<\/p>\n<p>&#8220;Hours of Operation&#8221; means the hours of operation of a unit of Equipment, during<br \/>\nthe hours of 8:00 a.m. to 5:00 p.m., Monday through Friday, for each week of<br \/>\neach calendar month.<\/p>\n<p>                                      34<\/p>\n<p>&#8220;Equipment Downtime&#8221; means the Equipment is not functioning in substantial<br \/>\ncompliance with its specifications, begins (during the Hours of Operation) from<br \/>\nthe time the Customer speaks to an authorized Pitney Bowes Service<br \/>\nRepresentative about the malfunction to the Equipment, and does not include time<br \/>\nwhen the Equipment is inoperable due to: (i) scheduled preventative maintenance<br \/>\nand inspections; (ii) damage by misuse, malintent, casualty, or force majeure<br \/>\nevents; (iii) failure of Customer to perform, or cause to be performed, adequate<br \/>\npreventative maintenance and inspections, including, without limitation proper<br \/>\ncleaning, handling and servicing of the Equipment; (iv) use of damaged,<br \/>\nimproper, or non-PBOS approved materials and supplies in the Equipment; (v)<br \/>\nchanges in incoming power beyond published specifications; (vi) maintenance or<br \/>\nrepairs required as a result of the Equipment being used in excess of the Hours<br \/>\nof Operation; (vii) maintenance provided by parties other than Pitney Bowes;<br \/>\n(viii) failure of a non-standard part; (ix) malfunction of equipment or software<br \/>\nprovided by Customer or third parties which interfaces with the Equipment; (x)<br \/>\nthe use of the Equipment for training exercises; (xi) failure of Customer to<br \/>\nprovide suitable temperature, humidity, line voltage, or any specified<br \/>\nenvironmental conditions; and (xii) the Equipment not being used in accordance<br \/>\nwith the agreed applications and for the ordinary purpose for which it is<br \/>\ndesigned and intended.<\/p>\n<p>Zone 1 &#8211; 0-35 Miles from a PB District Office.<br \/>\nZone 2 &#8211; 35.1-75 Miles from a PB District Office.<br \/>\nZone 3 &#8211; 75.1-100 Miles from a PB District Office.<br \/>\nZone 4 &#8211; 100.1+ Miles from a PB District Office.<\/p>\n<p>Service Standards<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\nResponse Time<br \/>\n&#8212;&#8212;&#8212;&#8212;-<br \/>\nZone 1,2     &#8211; Average 4 hours<br \/>\nZone 3       &#8211; Average 5.5 hours<br \/>\nZone 4       &#8211; Average 7 hours<\/p>\n<p>Uptime<br \/>\nZone 1,2     &#8211; Average 98%<br \/>\nZone 3       &#8211; Average 96%<br \/>\nZone 4       &#8211; Average 94%<\/p>\n<p>                                      35<\/p>\n<p>                    PBI \/ PBOS Transition Services Agreement<\/p>\n<p>               Schedule 1K &#8211; Telecom Expenses in Shared Locations<br \/>\n               &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>General<br \/>\n&#8212;&#8212;-<\/p>\n<p>PBOS will continue to use the PB telephone systems specified shared locations.<br \/>\nThis will include local and long distance service for the PBOS employees in the<br \/>\nspecified locations.<\/p>\n<p>Duration<br \/>\n&#8212;&#8212;&#8211;<\/p>\n<p>Distribution Date to the termination or expiry of shared lease locations.<\/p>\n<p>PB may at its sole discretion, require PBOS to acquire at PBOS expense their own<br \/>\ntelephone switches for any of the specified locations with 90 days written<br \/>\nnotice. Such an action will terminate the specific allocation related to the<br \/>\nimpacted location, but will not cause the cancellation of the agreement as<br \/>\nrelates to the other specified locations.<\/p>\n<p>Cost<br \/>\n&#8212;-<\/p>\n<p>Actual monthly local and long distance charges in the specified shared locations<br \/>\nwill be allocated to PBOS based on the proportion of the PBOS rented space as a<br \/>\npercentage of the total square footage of the location.<\/p>\n<p>In addition, PBOS will be charged a proportionate amount of depreciation (based<br \/>\non PB&#8217;s standard accounting practice for depreciation) of all shared switches<br \/>\nbased on the above allocation methodology.<\/p>\n<p>Charges will be billed monthly in arrears at cost incurred.  Average PBOS<br \/>\nhistoric monthly charges have been approximately $18-$20,000 per month.<\/p>\n<p>Included Services<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>Local and Long Distance Service.<\/p>\n<p>                                      36<\/p>\n<p>Specified Office Locations<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>The included office locations are identified in a list previously provided and<br \/>\nagreed by PBOS, which is maintained on file by PB.  This list will be reviewed<br \/>\non a quarterly basis by both parties and modified to adjust for any changes in<br \/>\nswitches in the shared locations.<\/p>\n<p>                                      37<\/p>\n<p>                    PBI \/ PBOS Transition Services Agreement<\/p>\n<p>                        Schedule 1L &#8211; Mailroom Services<br \/>\n                        &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>General<br \/>\n&#8212;&#8212;-<\/p>\n<p>PBOS will continue to receive the same services from the PBMS mailroom as were<br \/>\nprovided prior to the spin-off.  The services will include the sorting and<br \/>\ndelivery of inbound mail as well as the printing and mailing of outbound mail<br \/>\nfor PBOS locations in Connecticut.<\/p>\n<p>Duration<br \/>\n&#8212;&#8212;&#8211;<\/p>\n<p>Agreement will terminate on December 31, 2002 or upon termination of the IT<br \/>\nServices agreement between TechCentral and PBOS (whichever is sooner).<\/p>\n<p>Printing of PBOS payroll checks will be provided between August 2001 and<br \/>\nDecember 2001.<\/p>\n<p>Cost<br \/>\n&#8212;-<\/p>\n<p>Sorting and physical handling of mail will be provided for a flat rate of<br \/>\n$10,127 per month.<\/p>\n<p>Payroll checks printing will be charged at $1,000 per month and is incremental<br \/>\nto the base charge.<\/p>\n<p>Postage will be billed at actual cost, one month in arrears and is additional to<br \/>\nthe base charge.<\/p>\n<p>Overtime charges will be pre-approved by PBOS and included as required to<br \/>\nsupport unusual print requests.<\/p>\n<p>All business forms and stationary used in the mailroom are provided by PBMS<br \/>\nDocument Services Group at additional charge to PBOS.<\/p>\n<p>Included Services<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>Incoming PBOS mail to the Stamford hub will be sorted and couriered to the<br \/>\nappropriate PBOS mail drop locations.<\/p>\n<p>                                      38<\/p>\n<p>PBOS invoices will be laser printed onto preprinted stock provided by Document<br \/>\nServices Group (at additional cost to PBOS per Schedule 1N), inserted and mailed<br \/>\nto customers.<\/p>\n<p>Printing of PBOS payroll checks will be laser printed onto preprinted check-<br \/>\nstock also provided by Document Services Group (at additional cost to PBOS per<br \/>\nSchedule 1N), inserted and mailed as applicable.<\/p>\n<p>Printing of PBOS payables checks will be laser printed onto preprinted check-<br \/>\nstock also provided by Document Services Group (at additional cost to PBOS per<br \/>\nSchedule 1N), inserted and mailed as applicable.<\/p>\n<p>                                      39<\/p>\n<p>                    PBI \/ PBOS Transition Services Agreement<\/p>\n<p>                  Schedule 1M &#8211; Import and Customs Compliance<br \/>\n                  &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>General<br \/>\n&#8212;&#8212;-<\/p>\n<p>PBI will provide PBOS with all import, customs compliance, international<br \/>\ntransportation and post entry audit advisory services for all copier and<br \/>\nfacsimile imports.<\/p>\n<p>Duration<br \/>\n&#8212;&#8212;&#8211;<\/p>\n<p>Agreement will terminate on December 31, 2001.<\/p>\n<p>Cost<br \/>\n&#8212;-<\/p>\n<p>$10,000 per month (excluding cost of third-party service providers for<br \/>\ninternational transportation, customs brokerage fees, customs duties, legal and<br \/>\nclassification services)<\/p>\n<p>Included Services<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>PBI will provide:<br \/>\n  .  assistance with hiring and training of import personnel for OSD (not<br \/>\n     including any out-of-pocket expenses)<br \/>\n  .  guidance\/assistance with establishing PBOS import operations including SOPs<br \/>\n     (standard operating procedure for import brokerage and international<br \/>\n     transportation)<br \/>\n  .  day-to-day import customer service and problem resolution concerning<br \/>\n     freight movement and communication through the appointed Customs Broker.<br \/>\n  .  coding and transmission of all OSD import related freight invoices to CTSI<br \/>\n     &amp; related monthly reports<br \/>\n  .  general guidance and assistance with payment of customs duties through ACH<br \/>\n     (Automated Clearing House) and preparation of monthly journal vouchers<br \/>\n  .  consultation and guidance concerning the resolution of customs compliance<br \/>\n     issues<br \/>\n  .  consultation and guidance concerning the resolution of international<br \/>\n     transportation and customs brokerage service related issues<br \/>\n  .  post-entry audit function &amp; maintenance of OSD classification database (as<br \/>\n     required)<\/p>\n<p>                                      40<\/p>\n<p>  .  coordination of &#8220;in-house import compliance seminars&#8221; (as required)<br \/>\n  .  recordkeeping of all OSD imports from pre-spin and transition period for 5<br \/>\n     years and related services (data entry and insurance)<br \/>\n  .  shipping and documentation instructions to new vendors (as required)<br \/>\n  .  updated invoicing instruction (as required)<br \/>\n  .  ongoing customs regulations updates (as applicable)<br \/>\n  .  monthly international freight cost reports &amp; comparisons<br \/>\n  .  monitoring implementation of new procedures (compliance improvement plan)<br \/>\n     as required<br \/>\n  .  guidance and assistance with reporting of any tooling\/assists on OSD<br \/>\n     imports (as required)<\/p>\n<p>                                      41<\/p>\n<p>                    PBI \/ PBOS Transition Services Agreement<\/p>\n<p>                 Schedule 1N &#8211; Document Services Group Services<br \/>\n                 &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>General<br \/>\n&#8212;&#8212;-<\/p>\n<p>PBMS Document Services Group (DSG) will provide PBOS with conventional and<br \/>\ndigital print production, warehousing, fulfillment and distribution services for<br \/>\nPBOS document management needs.<\/p>\n<p>Duration<br \/>\n&#8212;&#8212;&#8211;<\/p>\n<p>Through December 31, 2001.  This duration may be extended or modified if both<br \/>\nparties can agree mutually on terms and pricing (including changes to the<br \/>\nexisting product\/service range).<\/p>\n<p>Cost<br \/>\n&#8212;-<\/p>\n<p>Cost will be dependant on services requested by PBOS.  Pricing to PBOS will be<br \/>\nconsistent with the established internal PB pricing structure, which is the same<br \/>\nmethodology as was used to charge PBOS for these services prior to the spin-off.<\/p>\n<p>Any product\/service requirement will be cost-estimated in advance by DSG to<br \/>\nfacilitate ordering by PBOS, however all costs will be billed according to above<br \/>\nmethodology, regardless of whether this exceeds or is under the estimated cost.<\/p>\n<p>Upon cancellation or expiration of this agreement, all costs associated with<br \/>\nmoving PBOS document inventories will be borne by PBOS.<\/p>\n<p>Included Services<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>DSG will provide the following services related to PBOS document management<br \/>\nneeds:<\/p>\n<p>  .  Graphics Design and Creative Services<br \/>\n  .  Business Cards and Stationary (letterhead and envelopes)<br \/>\n     o Set-up, type-setting and printing<br \/>\n  .  Printing and assembly as required, including, but not limited to:<br \/>\n     o Preprinted statements and envelopes for invoices<br \/>\n     o Brochures and training materials<br \/>\n     o Operating guides, parts lists and service manuals<br \/>\n     o Assembly of kits, books, brochures etc.<\/p>\n<p>                                      42<\/p>\n<p>  .  Warehousing, fulfillment and distribution of documents<br \/>\n     o Inventory owned by PBOS<br \/>\n     o Inventory and fulfillment (warehousing, pick, pack and ship)<\/p>\n<p>                                      43<\/p>\n<p>                                                                      Schedule 2<\/p>\n<p>                              [LOGO] Pitney Bowes<\/p>\n<p>                          Pitney Bowes Office Systems<\/p>\n<p>                              Service Provisioning<br \/>\n                                      and<br \/>\n                                 Service Level<br \/>\n                                   Agreement<\/p>\n<p>                                                                     TechCentral<\/p>\n<p>SECTION 1.     Introduction.<\/p>\n<p>     The purpose of this Service Level Agreement (&#8220;SLA&#8221;) is to establish<br \/>\nmeasurable and mutually agreeable targets for service delivery to Pitney Bowes<br \/>\nOffice Systems (&#8220;PBOS&#8221;) by the Pitney Bowes TechCentral organization. This SLA<br \/>\nwill act as a guide for establishing expectations for both parties for the scope<br \/>\nof services, the metrics associated with the services, as well as tracking and<br \/>\nreporting of the metrics.<\/p>\n<p>     Locations and Business Functions<\/p>\n<p>     The following locations and functions are considered to be part of PBOS:<\/p>\n<p>Locations<br \/>\n&#8212;&#8212;&#8212;<br \/>\n.  100 Oakview Drive, Trumbull CT<br \/>\n.  7555 East Hampden Ave, Denver CO<br \/>\n.  PepsiCola Drive, Melbourne FL<br \/>\n.  Nationwide (BPC&#8217;s, RDC&#8217;s, Sales Offices)<\/p>\n<p>Business Functions<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n.  &#8220;Back Office&#8221; Support (GL, HR, Marketing, Product Development, etc)<br \/>\n.  Customer Call Centers<br \/>\n.  Sales Support<br \/>\n.  Service<br \/>\n.  FAX Diagnostics<br \/>\n.  Regional Distribution Centers<\/p>\n<p>Tech Central Contacts<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>Janice Heatley                      Lou Menendez<br \/>\nSr. Technical Advisor               Mgr., Service Level Management<br \/>\nInternal &#8211; 440-6401                 Internal &#8211; 421-3785<br \/>\nExternal (203) 351-6401             External  (203) 739-3785<\/p>\n<p>Brian Bonacci                       Art Conklin<br \/>\nDirector, End User Computing        Director, Operations &amp; Network<br \/>\nInternal &#8211; 436-4270                 Services<br \/>\nExternal (203) 922-4270             Internal &#8211; 421-3979<br \/>\n                                    External (203) 739-3979<\/p>\n<p>Jack Rabuse                         Matthew Wessendorf<br \/>\nVice President, Computer Service    Vice President, Customer<br \/>\nInternal &#8211; 421-3673                 Support<br \/>\nExternal &#8211; (203) 739-3673           Services<br \/>\n                                    Internal &#8211; 421-3686<br \/>\n                                    External &#8211; (203) 739-3686<br \/>\nOSD IT<br \/>\n&#8212;&#8212;<br \/>\nBob Butler, CIO                     Gary Geiger, Director Customer<br \/>\nInternal &#8211; 430-7431                 Support<br \/>\nExternal &#8211; (203) 365-7431           Services<br \/>\n                                    Internal &#8211; 430- 7036<br \/>\n                                    External &#8211; (203) 365-7036<\/p>\n<p>     SECTION 2.  Scope of Service.<\/p>\n<p>Scope of Service<\/p>\n<p>     TechCentral agrees to provide PBOS with the services summarized below for a<br \/>\nperiod not to extend beyond December 31, 2002.<\/p>\n<p>     . Application maintenance support of all shared applications.<\/p>\n<p>     . Operational support services for all PBOS and shared applications hosted<br \/>\n       in Danbury including turnover, DBA services, Scheduling, data recovery,<br \/>\n       printing, and mailing services.<\/p>\n<p>     . End user support through the Service Delivery Support Center (&#8220;SDSC&#8221;) to<br \/>\n       respond to system password resets, Lotus Notes server issues, and network<br \/>\n       connectivity issues. The PBOS IT team would handle all other desktop<br \/>\n       related issues directly. SDSC will continue to support OSD Designated<br \/>\n       Support Center to SDSC calls on services provided by PBI that OSD will<br \/>\n       continue to use through 12\/31\/2002, for example: password resets on<br \/>\n       Mainframe applications.<\/p>\n<p>     . Maintenance and administration of the Lotus Notes server(s).  No support<br \/>\n       related to any  future Notes based applications.<\/p>\n<p>     . Access to PBI voice network using service provided by PBI&#8217;s carriers.<\/p>\n<p>     . Access to and availability of the PBI mainframe computers through<br \/>\n       12\/31\/02.<\/p>\n<p>                                       2<\/p>\n<p>     . Call Center application support and technical services support for the<br \/>\n       A\/S 400 and dialer server environment on a best effort, time and<br \/>\n       materials basis.<\/p>\n<p>     . TechCentral will provide voice and data consultative and resource support<br \/>\n       to PBOS and Trammel Crow through 12\/31\/01 to facilitate relocations. PBOS<br \/>\n       will manage Trammel Crow and assigned data resource as well as maintain<br \/>\n       overall project responsibility.<\/p>\n<p>     . Tech Central will provide telecom consultative support associated with<br \/>\n       disaster recovery at any core PBOS site until 12\/31\/01.<\/p>\n<p>  Exceptions<\/p>\n<p>     . Support of Wide Area Network (&#8220;WAN&#8221;) services to all existing PBOS<br \/>\n       facilities on PBI&#8217;s WAN through December 31, 2001. Within PBOS dedicated<br \/>\n       facilities, these services will be inclusive of the network routers only.<\/p>\n<p>       After December 31, 2001, PBOS will be responsible for providing WAN<br \/>\n       services to their dedicated facilities and for any linkage to the PBI WAN<br \/>\n       that is required. PBI will provide troubleshooting assistance related to<br \/>\n       linkage between PBOS and the PBI WAN as required to restore service to<br \/>\n       optimal levels until such linkage is not required. TechCentral will<br \/>\n       continue to provide WAN support to shared PBI \/ PBOS locations until<br \/>\n       final separation &#8211; through October 2006 based on the termination of the<br \/>\n       last shared lease. As shared facility leases terminate or as facilities<br \/>\n       are relocated, PBOS will provide its own WAN services to these then<br \/>\n       dedicated facilities.<\/p>\n<p>     . TechCentral will not provide any programming support of PBOS dedicated<br \/>\n       applications except as follows:<\/p>\n<p>       &#8211; ManMan on best effort, maintenance only, time and materials basis<\/p>\n<p>     . TechCentral will not provide application development services related to<br \/>\n       the implementation of any new ERP system by PBOS with the exception of:<\/p>\n<p>       .  TechCentral will provide MQ Series support through the management of<br \/>\n          external resources contracted by and billed directly to PBOS as<br \/>\n          necessary to redirect message traffic to alternate clients.<\/p>\n<p>                                       3<\/p>\n<p>       .  TechCentral will provide reasonable subject matter expertise for<br \/>\n          shared applications in support of PBOS data conversion\/interface<br \/>\n          efforts. These services and related charges will be negotiated on a<br \/>\n          project basis.<\/p>\n<p>     . Continuation of consulting support of telephone systems to all existing<br \/>\n       PBOS facilities through December 31, 2001. Any new PBOS facilities after<br \/>\n       December 31, 2001 will be the responsibility of PBOS.<\/p>\n<p>  After December 31, 2001, PBOS will be responsible for providing and supporting<br \/>\nall telephone systems and services to their dedicated facilities. TechCentral<br \/>\nwill continue to provide support to shared PBI \/ PBOS locations until final<br \/>\nseparation &#8211; through October 2006 based on the termination of the last shared<br \/>\nlease.  As shared facility leases terminate or as facilities are relocated, PBOS<br \/>\nwill provide its own WAN services to these then dedicated facilities.<\/p>\n<p>  PBOS Responsibilities<\/p>\n<p>     . PBOS will acquire and implement their own Wide Area Network (WAN) and<br \/>\n       network equipment for PBOS dedicated facilities by December 31, 2001. Any<br \/>\n       new or relocated PBOS dedicated facilities will be transitioned to the<br \/>\n       PBOS WAN by December 31, 2001. PBOS will also be responsible for the<br \/>\n       initial setup cost plus the recurring cost of the circuits to connect the<br \/>\n       PBI WAN to the PBOS WAN.<\/p>\n<p>     . PBOS will develop the capability (internal or external) to design,<br \/>\n       implement and support all data and telephone network systems and services<br \/>\n       for dedicated PBOS locations by December 31, 2001.<\/p>\n<p>  Any additional costs incurred by TechCentral above its baseline operating<br \/>\nexpenses, to support unique technology platforms for PBOS (e.g. ManMan) will be<br \/>\nborne in total, by PBOS.  Any increased licensing cost incurred as a result of<br \/>\nthe spin off will be passed through to PBOS<\/p>\n<p>                                       4<\/p>\n<table>\n<caption>\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;-<br \/>\nHELP DESK &#8211; SDSC Hours of Coverage<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;-<br \/>\nPeriod       Monday-Friday  Saturday-Sunday  Specifications<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;-<br \/>\n<s>          <c>            <c>              <c><br \/>\n Normal      6AM-1AM EST    Saturday         Standard Help Desk support via Help<br \/>\n Business                   8AM-4PM EST      Desk Support Analysts.<br \/>\n Hours                      Sunday<br \/>\n                            Pager Support<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#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 After       1AM-6AM EST    4PM-8AM EST      Calls will be transferred to a Help<br \/>\n Hours                                       Desk<br \/>\n                                             voice mailbox.  An &#8220;on call&#8221; Help<br \/>\n                                             Desk Analyst will be paged.<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;-<br \/>\n Holidays                                    The SDSC will be closed on the<br \/>\n                                             following holidays:<br \/>\n                                             New Years Day, Memorial Day,<br \/>\n                                             Independence Day, Labor Day,<br \/>\n                                             Thanksgiving, Day after Thanksgiving,<br \/>\n                                             and Christmas<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;-<br \/>\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<table>\n<caption>\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;<br \/>\nService Description<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;<br \/>\nService           Description                                            Specifications<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;<br \/>\n<s>            <c>                                                       <c><br \/>\n Level 1       Level 1 support for approved technologies and             Password resets,<br \/>\n Technical     applications. The OSD technical staff will support        Data Networks,<br \/>\n Support       desktop hardware, software, and servers.                  Mainframe, and Lotus<br \/>\n                                                                         Notes Support.<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;<br \/>\nLevel 2        Problems that are beyond the training of Help Desk        Predefined escalation<br \/>\n Technical     Analysts, less than 10 minutes to be resolved at          lists will facilitate the<br \/>\n Support       Level 1, or are undocumented will be assigned to          assignment of<br \/>\n               an appropriate Level 2 Technical Support                  problems to the<br \/>\n               Specialist.                                               appropriate individual<br \/>\n                                                                         or group.<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;<br \/>\nLevel 3        Problems that are beyond the training of Level 2          Predefined escalation<br \/>\n Technical     Technical Support Specialists, or are                     lists will facilitate the<br \/>\n Support       undocumented will be assigned to an appropriate           assignment of<br \/>\n               Level 3 Technical Support Specialist.                     problems to the<br \/>\n                                                                         appropriate individual<br \/>\n                                                                         or group.<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;<br \/>\nSr.            Sr. management within TechCentral will be                 Help Desk Analysts<br \/>\n Management    notified when Urgent (Catastrophic) problems have         during or after normal<br \/>\n Escalation    been opened.  IT Management will also be notified         business hours will<br \/>\n               when problems have not been closed and are                notify senior<br \/>\n               approaching their agreed upon Resolution Time.            management via<br \/>\n                                                                         phone or pager.<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;-<br \/>\n<\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                                       5<\/p>\n<table>\n<caption>\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;&#8211;<br \/>\nHelp Desk Outage Resolution Targets<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;&#8211;<br \/>\nSeverity Code     Customer Impact    Response to       Resolution  Escalation<br \/>\n                                     Customer*         Time<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;&#8211;<br \/>\n<s>               <c>                <c>               <c>         <c><br \/>\nSeverity 1        Core Business      Updates every     less than   Notify applicable<br \/>\nUrgent            Process outage     30 minutes.       2 Hours     TechCentral and<br \/>\n(Catastrophic)                                                     designated Business<br \/>\n                                                                   management within 10<br \/>\n                                                                   minutes<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;&#8211;<br \/>\nSeverity 2        Subset of a Core   Every 60 minutes  less than   Notify applicable<br \/>\nHigh              Business Process                     5 Hours     TechCentral and<br \/>\n(Urgent)          outage                                           designated Business<br \/>\n                                                                   management if not<br \/>\n                                                                   resolved within 3 hours<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;&#8211;<br \/>\nSeverity 3        Single User        Daily             less than   Notify applicable<br \/>\nMedium            Outage                               24 Hours    TechCentral<br \/>\n(Important)                                                        Management if not<br \/>\n                                                                   resolved within 21 hours<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#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<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>Appropriate IVR messages will also be employed.<\/p>\n<table>\n<caption>\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;<br \/>\nHelp Desk Call Handling Targets<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;<br \/>\nPerformance Metric                         Target<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;<br \/>\n<s>                                        <c><br \/>\nCalls Abandoned by Caller                  less than 8%<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;<br \/>\nTime before speaking with HD analyst       less than 75 seconds &#8211; 90%<br \/>\n                                           of the time<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;<br \/>\nSeverity 3 Tickets resolved in 24 hours    90% (100% within 3 days)<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;<br \/>\n<\/c><\/s><\/caption>\n<\/table>\n<table>\n<caption>\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;&#8211;<br \/>\nSystem Availability<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;&#8211;<br \/>\n<s>               <c>                               <c><br \/>\nService           Description                       Hours of Availability<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;&#8211;<br \/>\nIMSPROD           IMS transaction region hosted     07:00 &#8211; 23:00 Monday &#8211; Friday<br \/>\n                  on the IBM mainframe System       07:00 &#8211; 20:00 Saturday<br \/>\n                  A, not specific business          No availability on Sunday.<br \/>\n                  applications.                     No availability on Holidays &#8211; Memorial<br \/>\n                                                    Day, July 4\/th\/, Labor Day, Christmas Day.<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;&#8211;<br \/>\nCICSFAXP          The CICS transaction region       07:00 &#8211; 21:00 Monday &#8211; Friday<br \/>\n                  hosted on the IBM mainframe       07:00 &#8211; 20:00 Saturday<br \/>\n                  System C, not specific business   No availability on Sunday.<br \/>\n                  applications.                     No availability on Holidays &#8211; Memorial<br \/>\n                                                    Day, July 4\/th\/, Labor Day, Christmas Day.<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;&#8211;<br \/>\nAS\/400 Denver     Application and Technical         07:00 &#8211; 21:30 (EST) Monday &#8211; Friday.<br \/>\n                  Services support on a best        No availability on Saturday or Sunday.<br \/>\n                  effort basis<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;&#8211;<br \/>\nDigital           The DEC system supports the       07:00 &#8211; 23:00 Monday &#8211; Friday<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;&#8211;<br \/>\n<\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                                       6<\/p>\n<table>\n<caption>\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;&#8211;<br \/>\nSystem Availability<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;&#8211;<br \/>\n<s>               <c>                               <c><br \/>\nService           Description                       Hours of Availability<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;&#8211;<br \/>\nEquipment         Manman application.  The          07:00 &#8211; 20:00 Saturday<br \/>\n Corp.            support for the application and   No availability on Sunday<br \/>\n                  hardware is &#8220;best effort&#8221;,<br \/>\n                  maintenance only.<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;&#8211;<br \/>\nTandem &#8211;          Tandem hardware functioning       07:00 &#8211; 23:00 Monday &#8211; Friday<br \/>\n AIM1\/AIM2        as front-end processor<br \/>\n                  converting x25 to SNA,            No availability on Saturday or Sunday.<br \/>\n                  supporting the ACESS<br \/>\n                  application.<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;&#8211;<br \/>\nVoice             Availability of PBX&#8217;s the         24 hours a day\/7 days a week<br \/>\n Communication    voice network (AT&amp;T),             PB Voice Technology provides consultant<br \/>\n                  network routing and voice         level services.<br \/>\n                  mail.<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;&#8211;<br \/>\nData              Manage and support routers        24 hours a day\/7 days a week.<br \/>\n Communication    and circuits for all OSD<br \/>\n                  locations.<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;&#8211;<br \/>\nE-mail            Lotus Notes Mail services over    24 hours a day\/7 days a week<br \/>\n                  the Pitney Bowes network, the<br \/>\n                  PBOS network, or the internet<br \/>\n                  through 12\/31\/02. (PBI Notes<br \/>\n                  domain)<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;&#8211;<br \/>\nMQ Series         Support of all current message    24 hours a day\/7 days a week<br \/>\n                  queues serving PBOS<br \/>\n                  applications. Configuration of<br \/>\n                  additional MQ clients and<br \/>\n                  redirection of existing Queues<br \/>\n                  on a chargeable project basis.<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;&#8211;<br \/>\n<\/c><\/c><\/s><\/caption>\n<\/table>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nSystem Availability Metrics<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nService                    Prime Shift<br \/>\n                           (7am &#8211; 11pm EST)<br \/>\n                           System Availability<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nIMSPROD                    99.7%<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nCICSFAXP                   99.7%<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nAS\/400 &#8211; Denver            Best Effort<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nDigital Equipment Corp.    99.7%<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nTandem AIM1\/AIM2           99.7%<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nVoice Communications       99.7%<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nData Communications        99.7%<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nPBI Notes Domain           99.7%<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>                                       7<\/p>\n<p>     SECTION 3.  Service Tracking and Reporting Procedures.<\/p>\n<p>. PBOS or Designated PBOS Help Desk must call SDSC with all service requests<br \/>\n  and open up a trouble ticket to be logged into the TechCentral SDSC tracking<br \/>\n  system (REMEDY).  The call record is completed by the SDSC and forwarded to<br \/>\n  the appropriate support team for resolution.  The SDSC is responsible to<br \/>\n  ensure timely closure of supported technologies as outlined in Service<br \/>\n  Description (page 7).  Any service requests not recorded by the SDSC tracking<br \/>\n  system cannot be governed by this SLA.<\/p>\n<p>. Monthly Service Level Compliance Reports will be distributed to PBOS.<br \/>\n  Reports will be available by the 15\/th\/ business day of the month following<br \/>\n  the reporting period.   The Monthly Service Level Compliance Report shall<br \/>\n  consist of:<\/p>\n<p>  .  High Level Availability Metrics &#8211; The report describes the failing<br \/>\n     component that caused the outages, the SLA target %, the SLA Attainment %,<br \/>\n     and the Outage Hours.<\/p>\n<p>  .  High Level Outage Explanation &#8211; A detailed explanation of what happened,<br \/>\n     what we did to correct or circumvent the problem, and what we are doing to<br \/>\n     prevent its reoccurrence.<\/p>\n<p>  .  Year-to-date Availability Charts &#8211; Charts depicting the current and<br \/>\n     previous 11-month attainment percentages for all components tracked for<br \/>\n     availability.<\/p>\n<p>  .  Help Desk (SDSC) Call &amp; Ticket Metrics &#8211; Current and year-to-date charts<br \/>\n     indicating attainment percentages for all Help Desk SLA&#8217;s<\/p>\n<p>                                       8<\/p>\n<p>     SECTION 4. Responsibilities.<\/p>\n<p>PBOS Customer Calling the SDSC<br \/>\n. Provide name, department and location.<br \/>\n. Provide your unique identifier (desktop-ID, user-ID, device information,<br \/>\n  etc.)<br \/>\n. Provide as clear a description of the problem as possible.<br \/>\n. Provide individual to be contacted, if not the caller, then an alternate with<br \/>\n  telephone number.<\/p>\n<p>TechCentral SDSC<br \/>\n. Log all problems called in using the Remedy tracking system.<br \/>\n. Determine severity of problem<br \/>\n. Dispatch problem to appropriate Level 2 technical support group<br \/>\n. Keep customer up to date on status of outage<br \/>\n. Maintain support matrix at all times (identifying Primary\/Secondary\/Tertiary<br \/>\n  support personnel assignments, phone, and pager numbers for all systems<br \/>\n  supported).<br \/>\n. Ensure that SDSC personnel receive formal and informal technical training for<br \/>\n  supported applications and technologies.<br \/>\n. Recommend additional preventative work (if any identified).<br \/>\n. Maintain and report actual performance against the targets in the SLA.<\/p>\n<p>PBOS IT Personnel<br \/>\n. Return service to the customer.<br \/>\n. Provide any support requested for PBOS managed applications or technical<br \/>\n  components.<br \/>\n. Identify and resolve cause of the outage for problems occurring within PBOS<br \/>\n  managed applications, PBOS technical components, or areas outside the scope<br \/>\n  of this agreement.<br \/>\n. Recommend additional preventative work (if any identified).<\/p>\n<p>                                       9<\/p>\n<p>     SECTION 5. Proposed Charges.<\/p>\n<p>Computer Support Services<\/p>\n<p>TechCentral&#8217;s proposed 2001 charge to PBOS for Computer Support Services is<br \/>\napproximately $2.8 million and includes all direct charges (e.g. ManMan),<br \/>\nmainframe computer utilization based on past utilization rates, and other<br \/>\nindirect expenses.<\/p>\n<p>Customer Support Services<\/p>\n<p>The proposed 2001 charge to PBOS for Customer Support Services is $908,499 which<br \/>\ncovers internet access, limited SDSC support, data network utilization, and<br \/>\nLotus Notes e-mail.  This charge, which is consistent with last years rate, is<br \/>\nbased on the number of users.<\/p>\n<p>Voice Charges<\/p>\n<p>Charges for Fairfield County voice network access and long distance usage billed<br \/>\neach month based on actual usage.  The estimated charges for 2001 based on prior<br \/>\nyears usage is $89,756.  Additional charges for AT&amp;T Global Network billed as<br \/>\nincurred.<\/p>\n<p>Chargeback Summary<\/p>\n<p>          Application Support Services    $        0<br \/>\n          Computer Support Services        2,790,223<br \/>\n          Customer Support Services          908,499<br \/>\n          Voice                               89,756<br \/>\n                                              &#8212;&#8212;<\/p>\n<p>          Total 2001 Charges              $3,788,478<br \/>\n                                          ==========<\/p>\n<p>Future Charges<\/p>\n<p>To be determined 12\/01; not withstanding any increase in transaction volumes,<br \/>\ncost increases should not exceed 10% except in instances of unique platforms<br \/>\nwhere PBOS will incur the total actual costs.  In the event transaction volumes<br \/>\nand\/or services requirements decrease, costs will be reduced proportionately.<\/p>\n<p>                                      10<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7831,8530],"corporate_contracts_industries":[9454],"corporate_contracts_types":[9622,9628],"class_list":["post-43775","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-planning","corporate_contracts_types-planning__separation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43775","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=43775"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43775"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43775"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43775"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}