exv10w02



 



Exhibit 10.02

CONFIDENTIAL TREATMENT REQUESTED


ADDENDUM FOR MANUAL CHECKS PRODUCTS



This sixth addendum (the “Sixth Addendum”) is made and entered into as of
August 1, 2003 (“Sixth 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 11, 2003, the parties entered into an Addendum for Shipping Label
Products.


G.     The parties are now entering into this Sixth Addendum to the Supply
Agreement for the addition of Manual Checks Products to the Supply Agreement.


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


1.     INTUIT PRODUCTS. The products and services listed in Exhibit A (Manual
Checks Products and Pricing) (the “Sixth Addendum Products”) are deemed
additional “Intuit Products” for all purposes of the Supply Agreement. (For
purposes of clarification, these Sixth Addendum Products shall be separate and
apart from any other manual checks listed in the Supply Agreement or any
addenda thereto.) Products or services may be added to this list and this Sixth
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 Sixth Addendum Product. The specifications of the Sixth Addendum
Products are listed in Exhibit A-1.


2.     TERM AND TERMINATION. The term of the Sixth Addendum will be coterminous
with the Supply Agreement. 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 Sixth
Addendum at any time following a (*) day notification and cure period should
the product selection, quality, and/or service provided by Harland for the
Sixth 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 Sixth Addendum with respect to the Sixth
Addendum Products, Intuit shall have the right to terminate this Sixth Addendum
upon written notice to Harland. Termination of


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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 provisions of this Sixth 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 Sixth Addendum.
Upon any termination of this Sixth Addendum, any unsold inventory or work in
process under this Sixth Addendum, shall be Harland’s responsibility, and
Intuit shall not be obligated to reimburse Harland for, or purchase such unused
inventory from Harland.


3.     LAUNCH DATE. Harland shall be ready to receive, fulfill and ship Orders on
or before August 1, 2003 (the “Launch Date”) and in accordance with Exhibit B
(Implementation Plan) attached hereto.


4.     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 Sixth
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 of Sixth Addendum
Products that are work in process and will be completed at a later date at
third-party suppliers. Harland will make Harland-owned Sixth 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 Sixth 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 Sixth Addendum Products to Intuit.


5.     WAREHOUSING AND FULFILLMENT. Harland or it’s third party supplier shall
provide warehousing and fulfillment services for Sixth Addendum Products to
meet the requirements as specified by Intuit, and will be responsible for
ensuring the inventory availability of Sixth 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 Sixth 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.


6.     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 Sixth 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.


7.     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.


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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.


 






 


8.     PERFORMANCE SCORECARD. Harland will measure and report its performance
against the performance scorecard set forth in Exhibit C, 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 C. Harland and
Intuit will mutually agree upon any changes to the performance scorecard.


9.     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 August 1, 2003.


10.     TURN AROUND TIME. In lieu of the requirements of Section 18(a) of the
Supply Agreement, Harland shall process and ship all Sixth 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 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.


11.     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 Sixth 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 Sixth 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 Sixth Addendum Products to utilize Harland’s freight
rates. Notwithstanding the above, Sixth Addendum Products shall be
shipped in accordance with Exhibit A-1 (Sixth Addendum 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 C, and work with their carriers to
meet, exceed and improve performance.
	 
	 	(c)	 	Harland will be responsible for the management of all
carriers for Sixth 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



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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.


 






 



	 	 	 	credits. Harland will pay to Intuit any credits pursuant to this
section within (*) business days of receipt of such credits by
Harland from carrier.



12.     QUALITY. Harland warrants and guarantees to FSG the quality of all
non-imprintable Sixth Addendum Products in line with Intuit’s product
specifications and other requirements listed in Exhibit A-1 (Sixth Addendum
Product Specifications). Harland is responsible for replacing any defective
product(s) at Harland’s costs, including any and all services and shipping
costs.


13.     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
Sixth Addendum Products who Intuit will contact in coordination with Harland,
with prior notification if practical, on an as needed basis.


14.     PRICING AND COSTS. For each Sixth Addendum Product and service provided
pursuant to this Sixth Addendum, Harland will charge Intuit in accordance with
the following: Exhibit A (Manual Checks Products and Pricing). These mutually
agreed upon prices should be competitive in the market, and in compliance with
applicable laws, and will remain in effect from the Sixth Addendum Effective
Date and will continue in effect thereafter during the term of this Sixth
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
(*).


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


16.     BUSINESS CONTINUITY.



	 	(a)	 	Harland shall: (i) be responsible for business continuity
of operations as to the products and services to be provided under
this Sixth Addendum; (ii) within (*) days after the Sixth 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 Sixth 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 Sixth
Addendum.



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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.


 






 



	 	(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.



17.     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 (*). Harland will maintain accurate records with
respect to the information underlying any reports, payments required, and costs
under the Supply Agreement and under this Sixth 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 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 (*), whichever is
longer. No such audit may occur more than (*) during the Term.


18.     APPLICABILITY OF SUPPLY AGREEMENT. The following Sections of the Supply
Agreement will not be applicable to the Sixth Addendum Products: 18(a)
(Turnaround Time); the first sentence of 18(c); (*); (*); and (*). Section 42
(Payment Terms) will be applicable to the Sixth Addendum Products. For
avoidance of doubt, Section 17 (Privacy and Security Standards) of the
Fulfillment Addendum applies to this Sixth Addendum. Section 32 (Rights in
Check Designs) of the Supply Agreement shall not apply to the Sixth Addendum
Products to the extent that Harland does not implement any Intuit requested
modifications to such Sixth Addendum Products.


19.     Except as specified in this Sixth Addendum, the Supply Agreement remains in
full force and effect.


IN WITNESS WHEREOF, Intuit and Harland have executed and entered into this
Sixth 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: 11/12/03	 	
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

MANUAL CHECKS PRODUCTS AND PRICING



Products:


General Purpose (Style 2) Three to a Page Manual Checks that are Compatible
with a 7-Ring Binder, provided in 1 part and 2 parts



	 	 	 	 	 	 	 	 	 
	Parts	 	Quantity	 	Price
	
	 	
	 	

	1
	 	 	(*	)	 	 	(*	)
	 
	 	 	(*	)	 	 	(*	)
	 
	 	 	(*	)	 	 	(*	)
	 
	 	 	(*	)	 	 	(*	)
	2
	 	 	(*	)	 	 	(*	)
	 
	 	 	(*	)	 	 	(*	)
	 
	 	 	(*	)	 	 	(*	)
	 
	 	 	(*	)	 	 	(*	)



Premier” 7-Ring Binder in black or burgundy.

Pricing: (*) per binder



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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

SIXTH ADDENDUM PRODUCT SPECIFICATIONS



Product specifications & other requirements



Product Formats



     Three to a Page Checks Compatible with 7-Ring Binder

	 	•	 	General Purpose (Style 2)
	 
	 	•	 	Three to a Page Checks are available in single checks (1 part), or
duplicate checks (2 parts) in the standard quantity of (*). For orders
more than (*), increments of (*) can be ordered.



     Formats Printed on the Following Safety Design Color Stocks*



	 	•	 	Blue
	 
	 	•	 	Green
	 
	 	•	 	Yellow
	 
	 	•	 	Pink
	 
	 	•	 	Gray



*     Note: “Harland” is printed on the base stock in two places, one on the stub
and the other on the check. The Harland imprint is a 4-point font size located
approximately 0.125” from the bottom of the stub and 1” from the left edge.
The check imprint is located approximately 1 1/4” from the bottom of the check
and 0.03125” from the left edge.


“Premier” 7-Ring Binder will be offered in black and burgundy. This padded
vinyl binder is the industry standard and measures 13 7/8” x 9 3/4” closed.


Security Feature and ANSI Compliance




Checks contain the following security features: microprint signature line,
chemical reactive paper, padlock icon, security screen backer, and security
feature listing/explanation box on the backer.


All checks meet or exceed ANSI specifications.


Package Specifications




Package would include checks shipped inside sealed plastic bag, placed inside a
Kraft corrugated shipping box. Each package includes



	 	1.	 	Yellow Reorder Envelope - Manually inserted at shipping
	 
	 	2.	 	Please Inspect Notice - Printed on the digital printer using approved
graphic
	 
	 	3.	 	Reorder Notice - Printed on the digital printer using the approved graphic
	 
	 	4.	 	Appropriate quantity of Manual Checks.



For the above components, Harland shall include the “Please Inspect and Reorder

Notice” at no additional charge.

Mailing label will include Intuit Logo and Milton return address.



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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.


 






 


Product Dimensions



Check and stub measure approximately 12 7/8” x 3 1/24”. Detached check
measures 8 1/4” x 3 1/24”. The following dimensions are from the top and left
edge of the page (stub and check combined) and are for the top check only. If
you are showing three checks on the page, just step and repeat the elements
vertically 3.0417”.


Personalization without custom Customer Logo or standard Customer Logo (as
described in Section 30 of the Supply Agreement). - Text is centered line to
line. Placed approximately 0.3” from top of check, centered on a line
approximately 7” from left edge of page. (vertical perf is 4.5” from left edge
of document).


Personalization with custom Customer Logo or standard Customer Logo (as
described in Section 30 of the Supply Agreement) - Text is flush left line to
line. Placed approximately 0.3” from top of check, placed approximately 5.25”
from left of page (left edge of page to left edge of logo). There is
approximately 0.2” between the logo and the text.


Bank Imprint - Text is centered line to line. It is placed approximately
1.875” from top of page and centered on a line 6.125” from left edge of the
page.


Over Signature line Text



	•	 	1 signature line: Text is placed approximately 1.7” from top of page,
centered on a line approximately 10.75“from left edge of the page.
	 
	•	 	2 signature lines: Top OSL (over signature line) Text is placed
approximately 1.7” from top of page, centered on a line approximately
10.75“from left edge of the page. Bottom OSL Text is placed approximately
2.25” from top of page centered on a line approximately 10.75“from left
edge of the page. Second line is approximately 2.3” from top of page.
	 
	•	 	All lines have a TOS (text over signature) option.



Fractional - Text is placed approximately 0.8” from top of page, centered on a
line 12.1” from left edge of page.


Check Number Length – Logic should be the same as business size computer
checks.


Sub-heading – An example is “d/b/a My Business” or “Payroll Account” or some
other heading that they want, printed in type bolder than the address, but not
as bold as the company name. This concept should be the same as what we do
with computer checks.


Font Size - same as business size computer checks.


Font Styles




The current standard Intuit fonts will be offered at no additional charge:



	 	•	 	Auriol
	 
	 	•	 	Calvert
	 
	 	•	 	Cascade Script
	 
	 	•	 	Helvetica
	 
	 	•	 	Hobo
	 
	 	•	 	Improv
	 
	 	•	 	Kaufmann



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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.


 






 



	 	•	 	Korinna
	 
	 	•	 	Palatino



Ink Colors



Black only, other colors not offered on Manual Checks.


Reverse Collation



Not Offered on Manual Checks.


Standard Logos



The current standard Intuit logos will be offered (in accordance with the terms
and conditions of the Supply Agreement).


Custom Logos



Custom Customer Logos will be offered (in accordance with the terms and
conditions of the Supply Agreement).


Alpha Numeric Numbering



AlphaNumeric Text and Numbering will be offered at no additional charge.


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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



(*)



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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 - SCORECARD



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
	 	 	(*	)	 	 	(*	)	 	 	(*	)	 	 	(*	)



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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.


 






 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	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: System Effectivences	 	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:
Fulfillment	 	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:
	 	 	0	%	 	 	50	%	 	 	100	%	 	 	 	 	 	 	 	 	 	Overall Score:



Page 12 of 12




* 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.