exv10w01



 



Exhibit 10.01

CONFIDENTIAL TREATMENT REQUESTED


ADDENDUM FOR SHIPPING LABEL PRODUCTS



This fifth addendum (the “Fifth Addendum”) is made and entered into as of June
11, 2003 (“Fifth Addendum Effective Date”) by and between Intuit Inc.
(“Intuit”) and the John H. Harland Company (“Harland”).


RECITALS



A.     Intuit and Harland are parties to a Supply Agreement made and entered into
as of January 1, 2000 (“Supply Agreement”).


B.     As of July 1, 2000, the parties entered into an Addendum for Semi-Custom
Products and Custom Logos.


C.     As of September 6, 2001, the parties entered into an Addendum for
Fulfillment Products and Services for FSG and P-TAP Non-Imprintable Products.


D.     As of November 11, 2001, the parties entered into an Addendum for USBP and
Omware Imprintable Products.


E.     As of June 2, 2003, the parties entered into an Addendum for Core Tax
Products.


F.     As of June 13, 2003 the parties entered into a “Term Sheet for Shipping
Label Products” (“Term Sheet”) regarding their intent to enter into an addendum
to the Supply Agreement.


G.     The parties are now entering into this Fifth Addendum to the Supply
Agreement for the addition of Shipping Label Products to the Supply Agreement,
and in order to replace and supercede the Term Sheet.


NOW THEREFORE, the parties hereby amend the Supply Agreement as follows:


1.     INTUIT PRODUCTS AND FIFTH ADDENDUM PRODUCT DESIGN. The products and
services listed in Exhibit A (Shipping Label Products) (the “Fifth Addendum
Products”) are deemed additional “Intuit Products” for all purposes of the
Supply Agreement. Products or services may be added to this list and this
Fifth Addendum at terms mutually agreed upon in writing by both Harland and
Intuit. Intuit must approve of (in writing) any third-party supplier used by
Harland to supply Fifth Addendum Product. The specifications of the Fifth
Addendum Products are listed in Exhibit A-1.


2.     OWNERSHIP
AND LICENSE OF SPECIALLY DESIGNED LABELS; REPRESENTATION &
WARRANTY; INDEMNITY.


     (a)  Ownership. Harland and Intuit agree that the PSLK and PSLL labels
listed on the attached Exhibit A (“Specially Designed Labels”) have been
designed exclusively for Intuit by Harland’s third-party supplier, and Intuit
owns all rights, title and interest, including copyright and other property or
intellectual property rights in such Specially Designed Labels. During the


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* We have requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the SEC. We omitted such portions from this filing and filed them separately with the SEC.


 






 


term of this Fifth Addendum and following any termination of the Fifth
Addendum, Harland shall not use Specially Designed Labels for any purpose other
than the fulfillment of the Intuit Customer Orders. Following any termination
of this Fifth Addendum, Intuit may continue to use, sell or distribute
Specially Designed Labels.


     (b)  License Grant. Intuit hereby grants Harland and its subcontractors a
non-exclusive, non-transferable, non-sublicenseable, license to use within the
United States, any Specially Designed Labels to fulfill Intuit Customer Orders.


     (c)  Representation and Warranty; Indemnity. Harland represents and
warrants that it has the right to grant the rights hereunder Section 2(a) to
the Specially Designed Labels. Harland will defend, indemnify and hold harmless
Intuit, its affiliates, and its and their officers, directors, employees, and
agents from any loss, damage, liability or cost (including reasonable
attorneys’ fees) resulting from any third party claim that arises from any
breach of this Section 2(c) or that Specially Designed Labels infringe any
copyright or other property or intellectual property right


3.     EXCLUSIVE PRODUCTS. Notwithstanding the definition of “Exclusive Intuit
Products” in Appendix 1 of the Supply Agreement, the Fifth Addendum Products
are not to be treated as “Exclusive Intuit Products”.


4.     NO RIGHT OF FIRST NEGOTIATION. Harland will have no rights under Section
4(c) of the Supply Agreement with respect to any Fifth Addendum Products.


5.     TERM AND TERMINATION. The term of the Fifth Addendum will be one (1) year
following the Launch Date (defined below). In addition to the grounds for
termination mentioned in Section 45 of the Supply Agreement, (a) Intuit shall
have the right to review and terminate without penalty the provisions of this
Fifth Addendum at any time following a (*) day notification and cure period
should the product selection, quality, and/or service provided by Harland for
the Fifth Addendum Products not meet the specifications that were mutually
agreed to by Harland and Intuit; or (b) for any consecutive (*) month period
ending on (*) or (*) during which Harland does not meet the turnaround
requirements set forth in the Supply Agreement or this Fifth Addendum with
respect to the Fifth Addendum Products, Intuit shall have the right to
terminate this Fifth Addendum upon written notice to Harland. Termination of
the provisions of this Fifth Addendum would not terminate the other provisions
of the Supply Agreement. Applicable provisions of Section 45 (Termination) of
the Supply Agreement shall apply to any termination of this Fifth Addendum.
Upon any termination of this Fifth Addendum, any unsold inventory or work in
process under this Fifth Addendum, shall be Harland’s responsibility, and
Intuit shall not be obligated to reimburse Harland for, or purchase such unused
inventory from Harland.


6.     LAUNCH DATE. Harland shall be ready to receive, fulfill and ship Orders on
or before June 3, 2003 (the “Launch Date”) and in accordance with Exhibit B
(Implementation Plan) attached hereto.


7.     SECURE SOURCING. If any circumstance occurs that prevents Harland or any
third party supplier from effectively filling and shipping Intuit Customer
Orders in accordance with Intuit’s specified quality requirements and
turnaround times, including but not limited to termination, financial issues,
or any disasters, Intuit shall have the right to immediately purchase all Fifth
Addendum Products in the possession or control of Harland or third-party
suppliers, or immediately take possession of Intuit-owned products in the
possession or control of Harland or third-party suppliers. In addition, Intuit
shall have the right to immediately take over the sourcing


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* We have requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the SEC. We omitted such portions from this filing and filed them separately with the SEC.


 






 


of Fifth Addendum Products that are work in process and will be completed at a
later date at third-party suppliers. Harland will make Harland-owned Fifth
Addendum Products available by Harland to Intuit at the prices that Harland was
charged for them. Harland will also ensure that any third party supplier of
Fifth Addendum Products will make these Products that are work in process and
to be completed at a later date available to Intuit at the prices that the
supplier agreed upon with Harland. Intuit will pay Harland reasonable
additional costs for Harland’s cooperation in transferring such Fifth Addendum
Products to Intuit.


8.     WAREHOUSING AND FULFILLMENT. Harland or its third party supplier shall
provide warehousing and fulfillment services for Fifth Addendum Products to
meet the requirements as specified by Intuit, and will be responsible for
ensuring the inventory availability of Fifth Addendum Products sourced by
Harland to fulfill Intuit Customer Orders. Harland is responsible for the acts
or omissions of any outsourced warehousing suppliers, and is required to ensure
that any such approved outsourcers retain, at their expense, a policy of
commercial general liability insurance listing Intuit as a third party
beneficiary to the policy and naming Intuit as an additional insured. Such
policies shall provide coverage adequate to cover any Fifth Addendum Products
inventory included for warehousing services. Harland shall provide Intuit with
a certificate of insurance as evidence of such coverage. Such certificate
shall provide for at least thirty (30) days prior written notice to Intuit of
cancellation or material change of such coverage.


9.     SYSTEMS. (*) will fund the development, enhancements and ongoing support of
connections to Intuit’s order entry and billing systems, and any changes needed
to meet new businesses and services in connection with this Fifth Addendum.
Harland is responsible for the funding and implementation of development,
enhancement, and ongoing support of Harland-controlled systems, hardware and/or
software. The level of support will be (*) above the levels specified in the
Supply Agreement based on the additional volumes resulting from additional
products.


10.     SAME ORDER SHIPMENTS/PAIRINGS. The specific items paired in the same
package are based primarily on the type of products, imprintables and
non-imprintables, and size of the products. Harland will pair all items
physically able and commercially reasonable in the same package for shipment.
In addition, Harland will work with third party suppliers so that these
suppliers can pair items in the same package for shipment.


11.     PERFORMANCE SCORECARD. Harland will measure and report its performance
against the performance scorecard set forth in Exhibit D, and will use their
best efforts to meet, exceed and improve performance. Following the end of
each calendar quarter, designated team members from both parties will meet and
review performance during the past quarter. In connection with these quarterly
meetings, the parties will gather the data and rate Harland’s performance in
accordance with the performance scorecard set forth in Exhibit D. Harland and
Intuit will mutually agree upon any changes to the performance scorecard.


12.     ORDER PROCESS. Intuit shall forward Intuit Customer Orders to Harland, and
it will process such Intuit Customer Orders in accordance with the Supply
Agreement. Harland shall provide ship confirmation to Intuit. Harland shall
establish an order transmission connection to its Intuit-approved third-party
supplier prior to June 3, 2003.


13.     TURN AROUND TIME. In lieu of the requirements of Section 18(a) of the
Supply Agreement, Harland shall process and ship all Fifth Addendum Products in
stock within (*) hours after receipt of the Order by Harland, provided a Force
Majeure event does not cause an interruption of service. For backorders, items
should be shipped as soon as they are available on


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a first in, first out Order basis. In addition, Harland shall identify and
provide Intuit with all backorder information in a quick and effective manner.
This backorder notification process will be developed and agreed to by Harland
and Intuit.


14.     SHIPPING METHODS.



	 	(a)	 	Harland will be responsible for shipping each completed Order
to the Customer’s specified address, and will ensure that any
carrier providing Fifth Addendum Products will ship each completed
Order to the Customer’s specified address. Unless otherwise
indicated on the Order or otherwise specified by Intuit, shipping
shall be via ground, or comparable service where ground is not
available. Harland will ensure that all third-party suppliers that
provide Fifth Addendum products can support shipping methods,
including Ground, Next Day and Second Day at competitive costs.
When the rates are not competitive at a third party supplier, and it
is commercially reasonable, Harland will allow the third-party
supplier of Fifth Addendum Products to utilize Harland’s freight
rates. Notwithstanding the above, Fifth Addendum Products shall be
shipped in accordance with Exhibit A1 (Product Specifications).
	 
	 	(b)	 	Harland will be responsible for the proactive management of
carriers to negotiate and manage competitive freight costs, file and
credit to Intuit refunds for lost or damaged shipments, and track
and ensure the compliance of on-time and quality performance.
Harland will report these performance measures monthly in the
Performance Scorecard, Exhibit D, and work with their carriers to
meet, exceed and improve performance.
	 
	 	(c)	 	Harland will be responsible for the management of all
carriers for Fifth Addendum Products and other Products supplied
and/or fulfilled by Harland or their third party suppliers to ensure
that the carrier meets (*) on time performance. Harland will be
responsible for crediting Intuit for any charges, penalties or
expedited fees resulting from lost or damaged shipments, and from
mistakenly returned packages. In addition, Harland will credit
Intuit for reimbursements made by the carrier to Harland for service
failures, including failures to meet on-time shipping guarantees.
Harland will use its best efforts in working with Intuit to recover
these credits in a mutually agreeable and commercially reasonable
manner and provide Intuit with a monthly accounting of such credits.
Harland will pay to Intuit any credits pursuant to this section
within (*) business days of receipt of such credits by Harland from
carrier.



15.     QUALITY. Harland warrants and guarantees to FSG the quality of all
non-imprintable Fifth Addendum Products in line with Intuit’s product
specifications and other requirements listed in Exhibit B (Implementation
Plan). Harland is responsible for replacing any defective product(s) at
Harland’s costs, including any and all services and shipping costs.


16.     PERSONNEL. Harland will identify qualified primary contacts at Harland who
will be available to work directly with Intuit as needed. In addition, Harland
will identify at least one qualified contact at each third-party supplier of
Fifth Addendum Products who Intuit will contact in coordination with Harland,
with prior notification if practical, on an as needed basis.


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* We have requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the SEC. We omitted such portions from this filing and filed them separately with the SEC.


 






 


17.     PRICING AND COSTS. For each Fifth Addendum Product and service provided
pursuant to this Fifth Addendum, Harland will charge Intuit in accordance with
the following: Exhibit C (Pricing for Shipping Label Products). These mutually
agreed upon prices should be competitive in the market, and in compliance with
applicable laws, and will remain in effect from the Fifth Addendum Effective
Date and will continue in effect thereafter during the term of this Fifth
Addendum, subject to the following sections of the Supply Agreement: Section
(*) and Section (*). Harland will work with Intuit on continuous improvements
to reduce material, administrative, freight and warehousing costs, and will
(*).


18.     REPORTING. Harland will provide standard and ad hoc reporting to provide
information on, but not limited to the following: Performance Scorecard
Measures.
These reports should be accurate and presented in a timely manner.


19.     BUSINESS CONTINUITY.



	 	(a)	 	Harland shall: (i) be responsible for business
continuity of operations as to the products and services to be
provided under this Fifth Addendum; (ii) within (*) days after the
Fifth Addendum Effective Date, submit to Intuit for approval a
mutually agreed upon and reasonable business continuity plan
(“Business Continuity Plan”) that mitigates and minimizes Intuit
service interruptions; and (iii) update the Business Continuity
Plan, subject to Intuit’s approval, to reflect changes in
technology and industry standards on an annual basis.
	 
	 	(b)	 	Harland shall provide Intuit reasonable assistance in
Intuit’s assessment of Intuit’s business continuity requirements
and provide, for Intuit’s approval, a set of alternatives for the
development of a viable Intuit business continuity program, and
the estimated fees associated with each alternative.
	 
	 	(c)	 	Harland shall immediately provide Intuit with written
notice of any service failure relating to this Fifth Addendum due
to any of the events specified in the second paragraph of Section
22 of the Supply Agreement or any other event beyond Harland’s
reasonable control (each a “Force Majeure”) and shall use its best
efforts to immediately implement the Business Continuity Plan with
regard to such failure.
	 
	 	(d)	 	In the event of a Force Majeure, Vendor shall not charge
Intuit any fees in excess of the fees set forth in this Fifth
Addendum.
	 
	 	(e)	 	Whenever a Force Majeure requires that Harland allocate
limited resources between or among its customers, Intuit shall
receive no less priority in respect to such allocation than any of
Harland’s other customers.



20.     RECORDS/AUDIT. Pursuant to Section 40 (d) of the Supply Agreement, Intuit
shall have the full right to audit any and all documents, records or other
paperwork of Harland’s that they deem necessary or appropriate in order to
validate Intuit charges or verify basis for (*). This includes, but is not
limited to, Harland’s costs from suppliers and materials costs, and will be
utilized to determine (*) information. Harland will maintain accurate records
with respect to the information underlying any reports, payments required, and
costs under the Supply Agreement and under this Fifth Addendum. Intuit may,
upon no less than (*) days prior written notice to Harland, request an audit by
an independent Certified Public Accountant mutually agreed to by


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* We have requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the SEC. We omitted such portions from this filing and filed them separately with the SEC.


 






 


both parties, of relevant records of Harland’s upon which such reports are
based during normal business hours. Harland shall remit payments or credits to
Intuit for the full amount of any disclosed shortfalls. The audit rights set
forth herein shall continue for (*) years following the termination of the
Supply Agreement for any reason, or for such period as Harland continues to
make (*) to Intuit, whichever is longer. No such audit may occur more than (*)
during the Term.


21.     APPLICABILITY OF SUPPLY AGREEMENT. The following Sections of the Supply
Agreement will not be applicable to the Fifth Addendum Products: (*); 14
(Format and Contents of Printed Information); 15 (Bank File Maintenance); 16
(MICR Quality); 18(a) (Turnaround Time); the first sentence of 18(c); 32
(Rights in Check Designs); 34 (Manufacturing Charges); (*); (*); (*); and (*).
Section 42 (Payment Terms) will be applicable to the Fifth Addendum Products;
provided, however, that the Fifth Addendum Products will not receive the (*)
discount for early payment, which products will be billed on a separate invoice
from the other FSG products. For avoidance of doubt, Section 17 (Privacy and
Security Standards) of the Fulfillment Addendum applies to this Fifth Addendum.


22.     This Addendum replaces and supercedes the Term Sheet. Except as specified
in this Fifth Addendum, the Supply Agreement remains in full force and effect.


IN WITNESS WHEREOF, Intuit and Harland have executed and entered into this
Fifth Addendum by their duly authorized representatives.



	 	 	 	 	 
	 	 	
JOHN H. HARLAND COMPANY
	 	INTUIT INC.
	 	 	 	 	 




	 	 	 	 	 	 	 
	 	By:	
/s/ MARTIN E. KERNER
	 	 
	By:	/s/ K. MAGGIE RIGGINS
	 	 	


	 	 	 	





	 	 	 	 	 
	 	 	
Printed Name: Martin E. Kerner
	 	Printed Name: K. Maggie Riggins
	 	 	 	 	 
	 	 	
Title: VP, Gen’l Mgr
	 	Title: Sr. Strategic Sourcing Mgr
	 	 	 	 	 
	 	 	
Date: 11/11/03
	 	Date: 11/25/03



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* We have requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the SEC. We omitted such portions from this filing and filed them separately with the SEC.


 






 


EXHIBIT A

FIFTH ADDENDUM PRODUCTS







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* We have requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the SEC. We omitted such portions from this filing and filed them separately with the SEC.


 






 


EXHIBIT A-1

FIFTH ADDENDUM PRODUCT SPECIFICATIONS



Shipping Labels – styles supported




	 	•	 	The following six standard designs of Discount Labels shipping
labels should be supported for 6-up laser sheets: ML2, ML3, ML8, ML12,
ML13, JML. For the initial launch, manual shipping label rolls will not
be supported due to differences in their imprintable area.
	 
	 	•	 	All styles of labels will have the same imprintable area of 3 1/8”
in length by 7/8” in height. This imprint box should begin 3/8” from
the top of the label and 7/16” from the left of the label.



Shipping Labels – Customization Options




	 	•	 	Three layout types will be offered on this product line – Left
Logo, Right Logo, and No Logo. Label stock designs have been selected
so that across these three templates, there will be a single, standard
imprintable area. The logo must fit into a box that is 7/8” x 7/8”,
and a 1/8” margin should be placed between the logo bounding box and
the text bounding box. Therefore, for the two layout types with logos,
the area available for text will be 2 1/8” in length. For the template
with no logo option, the imprintable area will be 3 1/8” x 7/8”.
	 
	 	•	 	Up to four (4) lines of imprint text will be supported for
custom-printed shipping labels in the “From” box of the label.
	 
	 	•	 	The following Intuit standard fonts will be supported. As with
business cards & stationery, customers will be able to select and use
any of these fonts at no additional charge. The fonts include:
Auriol, Calvert, Helvetica, Hobo, Kauffman, Korinna, Improv, Cascade
Script, Nueva, Palatino, Sabon, Garamond. The default font shall be
Helvetica, as in our business cards & stationery line.
	 
	 	•	 	The customer will have the ability to specify that one or more
lines of text be printed in bold type.
	 
	 	•	 	The default point size will be 12 point bold for the first line of
imprint, and 10 point bold for the second, third, and fourth lines of
imprint. The customer will be able to reduce the point size to 11
point or 10 point (if top line) or 9 point or 8 point (if any line),
but they will not be able to enlarge the point size.
	 
	 	•	 	Customers should have the ability to enter 27 characters per line
of imprint.
	 
	 	•	 	The following nine standard ink colors will be supported. These
nine ink colors do not exactly match FSG’s current ink colors, but it
is necessary to allow for some variation in this area given that
vendors offer different standard color offerings. Other than the nine
colors below, no other colors will be offered at this time.
	 
	 	 	 	 



	 	 	 	Black


Red - PMS 185


Blue- Reflex blue



Green- PMS 349


Brown- PMS 477


Light Blue - Process blue


Maroon - PMS 208


Violet- PMS Violet


Teal - PMS 321



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* We have requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the SEC. We omitted such portions from this filing and filed them separately with the SEC.


 






 



	 	•	 	The imprint text block should be centered vertically in the imprint
area. This is particularly important if the customer only enters a 1,
2, or 3 line imprint, rather than a 4 line imprint.
	 	



Logos




	 	•	 	Customers should have the ability to use their custom logo – either
newly uploaded, or existing from a previous order – on their custom
printed shipping labels with design formats that support custom logos.
	 
	 	•	 	Customers should have the ability to use any standard or monogram
logo on their custom printed shipping labels.
	 
	 	•	 	Logos must be printed in the same standard ink color in which the
imprint text is printed.
	 
	 	•	 	Logos uploaded for use on custom printed shipping labels must also
be made available for use on other Intuit products – both on
IntuitMarket/Logo Locker and in Cosmos.
	 
	 	•	 	Custom logos and standard logos will be able to be applied to
custom printed shipping labels at no additional cost to the customer or
to Intuit.



Shipment & packaging requirements




	 	•	 	Labels shipped directly from a label vendor, Harland’s shipper numbers will be used.
	 
	 	•	 	Intuit customers will be given the option of ground shipping,
second day shipping, and next day shipping for any label product
ordered.
	 
	 	•	 	Harland will make available to Intuit updated, electronic
information about the ship status of boxes (fulfilled from either
Harland or the label vendor) on at least an hourly basis.
	 
	 	•	 	For any labels shipped directly from the label vendor, the boxes
will be labeled with a return address of Intuit (Harland’s Milton
return address), and any materials (packing slip, etc.) contained
within the box will be branded as Intuit and will be subject to
Intuit’s approval.
	 
	 	•	 	For any labels shipped directly from the label vendor, the vendor
will not insert any materials into the box without Intuit’s written
express consent.
	 
	 	•	 	The label vendor will insert an Intuit Supplies Catalog, and any
other materials specified by Intuit, into outgoing labels orders. The
label vendor will be responsible for managing an inventory of these
written materials, as supplied by Intuit, which will remain the
property of Intuit until they are fulfilled in outgoing orders.



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* We have requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the SEC. We omitted such portions from this filing and filed them separately with the SEC.


 






 


EXHIBIT B

IMPLEMENTATION PLAN




	 	 	 	 	 	 	 	 	 
	SCHEDULE MILESTONES	 	Owner	 	COMPLETION DATE
	
	 	
	 	

	Complete MRD
	 	SS	 	 	(*	)
	Complete FRD and Product Attribute Mapping
	 	CC	 	 	(*	)
	Prepare SKU Setup Spreadsheet
	 	RK	 	 	(*	)
	Set up Label Products in IM Dev and Test
	 	CD	 	 	(*	)
	Complete Cosmos Product Creation, Development and Unit Testing
	 	RR	 	 	(*	)
	Complete IM Development and PDF Testing
	 	NG, CD	 	 	(*	)
	Complete IM UI Testing
	 	NG	 	 	(*	)
	Complete Harland/Discount Label Product SetUp and Development and Unit Testing
	 	CB	 	 	(*	)
	Complete End-to-End Testing
	 	NG, CB	 	 	(*	)
	Complete User Training
	 	LW	 	 	(*	)
	Release Communication to All Users
	 	 	 	 	 	 	(*	)
	Release to Production (Cosmos and IM)
	 	KS, AK	 	 	(*	)



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* We have requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the SEC. We omitted such portions from this filing and filed them separately with the SEC.


 






 


EXHIBIT C

PRICING FOR SHIPPING LABEL PRODUCTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shipping Labels
	 	 	 	 	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Personalized - standard design
	 	6-up (Avery 5164)	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Blank
	 	6-up (Avery 5164)	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)




	 	 	 	 	 	 	 	 	 
	Upcharges	 	Intuit cost	 	Suggested retail
	
	 	
	 	

	Custom logo upload
	 	 	(*	)	 	 	(*	)
	Art Touch up
	 	 	(*	)	 	 	(*	)
	Bend and Peel cutting charge
	 	 	(*	)	 	 	(*	)
	Cancellation/Changes to an order (once order is processed)
	 	 	(*	)	 	 	(*	)
	Black and White Proof
	 	 	(*	)	 	 	(*	)
	Color Proof
	 	 	(*	)	 	 	(*	)



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* We have requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the SEC. We omitted such portions from this filing and filed them separately with the SEC.


 






 


EXHIBIT D



Monthly Performance Scorecard

Harland / Intuit




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Category Total
	Category: Service	 	Category Weight	 	(*)	 	 	 	 	 	Score
	
	 	
	 	 	 	 	 	

	Metric	 	Performance Scale	 	Weight Factor	 	Result	 	Score
	
	 	
	 	
	 	
	 	

	 	 	Doesn’t Meet	 	Meets	 	Exceeds	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	0	 	1	 	2	 	100	 	 	 	 	 	 	 	 
	 	 	
	 	
	 	
	 	
	 	 	 	 	 	 	 	 
	Time In Plant %, standard (base
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	stock, black ink)
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Time In Plant-Average, standard (base
stock, black ink)
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Time In Plant-Average, custom 1 color
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Time In Plant-Average, custom 2 color
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Time In Plant-Average, vended (stamps)
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Time In Plant-Average, micr-toner
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Time In Plant-Average, business
cards, 1 color
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Time In Plant-Average, business
cards, 2 color
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Time In Plant-Average, tax forms
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Time In Plant-Average, fulfillment
(non-imprintable)
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Time In Plant-Average, full custom
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Category Total
	Category: Operations	 	Category Weight	 	(*)	 	 	 	 	 	Score
	
	 	
	 	 	 	 	 	

	Metric	 	Performance Scale	 	Weight Factor	 	Result	 	Score
	
	 	
	 	
	 	
	 	

	 	 	Doesn’t Meet	 	Meets	 	Exceeds	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	0	 	1	 	2	 	100	 	 	 	 	 	 	 	 
	 	 	
	 	
	 	
	 	
	 	 	 	 	 	 	 	 
	Mail/Fax and OC Rerun Errors
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	MICR Errors % (critical)
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Rerun Rate % (non-critical)
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Cross Shipments % (critical)
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Invoice Exceptions (Harland)
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Pairing Rate %
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Cosmos IPH
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Inbound OC Service Level %
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Outbound Call Resolution %
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Rush Orders Missed
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Maximum Hold Time Exceeded
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)



Page 12 of 13



* We have requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the SEC. We omitted such portions from this filing and filed them separately with the SEC.


 






 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Category Total
	Category: Delivery	 	Category Weight	 	(*)	 	 	 	 	 	Score
	
	 	
	 	 	 	 	 	

	Metric	 	Performance Scale	 	Weight Factor	 	Result	 	Score
	
	 	
	 	
	 	
	 	

	 	 	Doesn’t Meet	 	Meets	 	Exceeds	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	0	 	1	 	2	 	100	 	 	 	 	 	 	 	 
	 	 	
	 	
	 	
	 	
	 	 	 	 	 	 	 	 
	On-time delivery % (Domestic Ground)
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	On-time delivery % (Domestic Home)
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	On-time delivery % (Express)
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Lost and Damaged % (claims,
rerun-generated)
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Lost and Damaged % (paid claims)
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Shipper Return Rate %
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Shipper Late Claims % (paid)
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)
	Out of Network % (charged)
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Category Total
	Category:
Systems Effectiveness	 	Category Weight	 	(*)	 	 	 	 	 	Score
	
	 	
	 	 	 	 	 	

	Metric	 	Performance Scale	 	Weight Factor	 	Result	 	Score
	
	 	
	 	
	 	
	 	

	 	 	 	Doesn’t Meet	 	Meets	 	Exceeds	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	0	 	1	 	2	 	100	 	 	 	 	 	 	 	 
	 	 	 	
	 	
	 	
	 	
	 	 	 	 	 	 	 	 
	Line Items Invoiced % (State 30)
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	 	 
	Line Items Invoiced % (State 10)
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	 	 
	Line Items Invoiced % (State 0)
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	 	 
	Ship Status Completion % in COSMOS
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	 	 
	System Up time % (Harland only)
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Category Total
	Category:
Fullfillment	 	Category Weight	 	(*)	 	 	 	 	 	Score
	
	 	
	 	 	 	 	 	

	Metric	 	Performance Scale	 	Weight Factor	 	Result	 	Score
	
	 	
	 	
	 	
	 	

	 	 	 	Doesn’t Meet	 	Meets	 	Exceeds	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	0	 	1	 	2	 	100	 	 	 	 	 	 	 	 
	 	 	 	
	 	 	
	 	 	
	 	 	
	 	 	 	 	 	 	 	 	 
	Items Out-of-Stock
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	 	 
	 	Possible Score:
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	 	 	 	Overall Score:



Page 13 of 13



* We have requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the SEC. We omitted such portions from this filing and filed them separately with the SEC.