exv10w01



 



EXHIBIT 10.01


CONFIDENTIAL TREATMENT REQUESTED


ADDENDUM FOR FULFILLMENT PRODUCTS AND SERVICES FOR FSG AND

P-TAP NON-IMPRINTABLE PRODUCTS


This addendum (the “Addendum”) is made and entered into as of 6th date of
signing September, 2001 (“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 October 25, 2001, the parties entered into a “Term Sheet for
Fulfillment Products and Services for FSG and P-TAP Non-Imprintable
Products” (“Term Sheet”) regarding their intent to enter into an Addendum
to the Supply Agreement.
	 
	C.	  	As of October 25, 2001, the parties entered into an “Agreement for
Purchase of Intuit-Owned Inventory for FSG and P-TAP Non-Imprintable
Products” whereby Harland purchased from Intuit certain existing
inventories of FSG and P-TAP non-imprintable products for subsequent sale
by Harland back to Intuit in accordance with the Term Sheet (“Buy Back
Products”).
	 
	D.	  	The parties are now entering into this Addendum to the Supply Agreement
in order to replace and supercede the Term Sheet.



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



	1.	  	INTUIT PRODUCTS. The products and services listed in Exhibit A (P-TAP
Fulfillment Services and Products), Exhibit B (FSG Products and
Fulfillment Services), Exhibit C (Micr Toner Cartridges) (collectively,
the “Addendum Products”) are deemed additional “Intuit Products” for all
purposes of the Supply Agreement. Any products and services may be
deleted from this list and this Addendum at Intuit’s sole discretion at
any time as described below. For any products or services that Intuit in
its sole discretion deletes from this list and this Addendum and does not
plan to obtain from another supplier within a 12-month period, Intuit
will provide 30 days notice to Harland. For any products or services
that Intuit in its sole discretion deletes from this list and this
Addendum and obtains from another supplier, and the volume of the
product(s) to be deleted represents a material change in the annual
dollar volume of all Addendum Products fulfilled by Harland as reasonably
determined in Intuit’s sole discretion, Intuit will provide three months
written notice to Harland. In the case that a product is deleted from
this Addendum, Intuit will pay Harland for unsold FSG non-imprintable
inventory, and work in process that will be completed within 30 days,
that is not owned by Intuit up to six months worth based on the
forecasting process in Section 7, unless other quantities were otherwise
agreed to by both parties at time of inventory purchase. Costs of such
inventory will not exceed the product prices charged by Harland to Intuit
for Harland-owned inventory purchased pursuant to the relationship
between the parties under this Addendum up to six months worth based on
the forecasting process in Section 7, or the product costs due to
suppliers for third party supplier-owned inventory purchased pursuant to
such relationship up to six months worth based on the forecasting process
in Section 7. Products or services may be added to this list and this
Addendum at terms mutually agreed upon in writing by both Harland and
Intuit. Intuit reserves the right to own the inventory of Addendum
Products, and must approve of any vendor acting as Harland’s agent
supplying Addendum Products.







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


 








 






	2.	  	EXCLUSIVE PRODUCTS. Notwithstanding the definition of “Exclusive
Intuit Products” in Appendix 1 of the Supply Agreement, the Addendum
Products are not to be treated as “Exclusive Intuit Products”.
	 
	3.	  	NO RIGHT OF FIRST NEGOTIATION. Harland will have no rights under
Section 4(c) of the Supply Agreement with respect to any Addendum
Products.
	 
	4.	  	TERM. The term of the Addendum will be coterminous with the term of
the Supply Agreement. In addition to the grounds for termination
mentioned in Section 45 of the Supply Agreement, Intuit shall have the
right to review and terminate without penalty the provisions of this
Addendum at any time following a sixty (60) day notification and cure
period should the product selection, quality, and/or service provided by
Harland for the Addendum Products not meet the specifications that were
mutually agreed to by Harland and Intuit. Termination of the provisions
of this Addendum would not terminate the other provisions of the Supply
Agreement. In case of termination, Intuit would purchase the
non-defective, unsold FSG non-imprintable inventory owned by Harland and
covered by this Addendum. For non-defective, unsold inventory or work in
process owned by a third-party supplier of Addendum Products, Harland
will facilitate the sale of such inventory and work in process to Intuit.
Pursuant to this section, Intuit will purchase such inventory up to six
months worth based on the forecasting process in Section 7. The purchase
amounts will not exceed the product prices charged by Harland to Intuit
for Harland-owned inventory purchased pursuant to this relationship, or
the costs due to suppliers for supplier-owned inventory and work in
process purchased pursuant to this relationship.
	 
	5.	  	SECURE SOURCING. If any circumstance occurs that prevents Harland or
any third party supplier from effectively filling and shipping 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 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 Addendum Products that are work in process and will
be completed at a later date at third-party suppliers. Harland will make
Harland-owned Addendum Products available at the prices that Harland
charged by Harland to Intuit for them. Harland will also ensure that
any third party supplier of 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 Addendum Products to Intuit.
	 
	6.	  	WAREHOUSING AND FULFILLMENT. Harland shall provide warehousing and
fulfillment services for Addendum Products to meet the requirements as
specified by Intuit, and will be responsible for ensuring the inventory
availability of Addendum Products sourced by Harland to fulfill Intuit
customer Orders in accordance with the inventory and forecasting process
identified in Section 7 of this Addendum. 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 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.
	 
	7.	  	INVENTORY MANAGEMENT. Harland is responsible for guaranteeing
inventory availability of all Addendum Products to fulfill Intuit
customer Orders in accordance with the inventory and forecasting process
identified in this Section. To support Harland in this activity, Intuit
will meet with Harland on a regular basis to provide demand forecasts for
seasonal and growing/declining Addendum Products, updates on promotions
that could impact usage patterns, and to review Harland’s target
inventory levels and replenishment plans. It is anticipated that Intuit
and Harland will review this data on a periodic basis appropriate to the
Addendum Product type (e.g. quarterly for steady usage products, monthly
for growing/declining products, and with appropriate frequency during
heavy seasonal periods). At these review meetings, Harland will identify
in writing any run out dates, lead production times, and potential
“excess



2








 




	 	  	inventory risk” Addendum Products that are highly dependent on forecasts
vs. actual usage data. For such Addendum Products, Harland and Intuit
will agree to a forecast, re-order points and quantities, and a review
plan. For such Addendum Products only, if the actual usage is [ * ]or
more less than forecast over a [ * ] period and results in excess
inventory age of greater than six months, Intuit will have the option of
one or more of the following: (i) [ * ] and [ * ] from [ * ] days; (ii) [
* ] such excess inventory and paying Harland for the [ * ] inventory that
is not Intuit-owned at a cost not to exceed [ * ]; or (iii) paying a [ * ]
per pallet per month storage cost for such excess inventory.
Notwithstanding the above, Harland accepts responsibility for requesting
any information it believes necessary to purchase and manage the inventory
of Addendum Products effectively for both parties.
	 
	8.	  	SYSTEMS. Harland 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 Addendum. Harland is responsible for the funding and implementation
of development, enhancement, and ongoing support of Harland’s systems,
and for the systems of any supplier responsible for providing Addendum
Products. The level of support will be prorated above the levels
specified in the Supply Agreement based on the additional volumes
resulting from additional products.
	 
	9.	  	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.
	 
	10.	  	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.
	 
	11.	  	TURN AROUND TIME. In lieu of the requirements of Section 18(a) of the
Supply Agreement, Harland shall process and ship all non-imprintable
Addendum Products in stock within 24 hours after receipt of the Order by
Harland, provided both Harland and Intuit follow the inventory and
forecasting process identified in Section 7 of this Addendum, and
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.
	 
	12.	  	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 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 suppliers that provide 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 Addendum Products to utilize Harland’s
freight rates.
	 
	       	(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.







	*	 	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.


3








 






	       	(c)	  	Harland will be responsible for the management of all carriers
for Addendum Products and other Products supplied and/or fulfilled by
Harland or their third party suppliers to ensure that the carrier
meets 97% 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 10
business days of receipt of such credits by Harland from carrier.




	13.	  	QUALITY. Harland warrants and guarantees to FSG the quality of all
non-imprintable Addendum Products in line with Intuit’s product
specifications. Harland is responsible for replacing any defective
product(s) at Harland’s costs, including any and all services and
shipping costs. Notwithstanding the foregoing, Harland is not
responsible for the quality of Buy Back Products, assuming that these
Products have been properly stored.
	 
	14.	  	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 Addendum Products who Intuit will contact in
coordination with Harland, with prior notification if practical, on an as
needed basis.
	 
	15.	  	PRICING AND COSTS. For each Addendum Product and service provided
pursuant to this Addendum, Harland will charge Intuit in accordance with
the following:




	      	•	  	Exhibit A (Pricing for P-TAP Fulfillment Services and Products)
	 
	      	•	  	Exhibit B (Pricing for FSG Products and Fulfillment Services)
	 
	      	•	  	Exhibit C (Pricing for Micr Toner Products and Fulfillment Services)
	 




	      	 	  	In addition, Harland will credit Intuit for material costs associated with
any Addendum Products that were produced using Intuit-owned materials,
excluding the products TPH and TPR where the pricing and costs in Exhibit
A already reflect these credits.
	 
	      	 	  	These mutually agreed upon prices should be competitive in the market, and
in compliance with applicable laws, and will remain in effect from the
Addendum Effective Date and will continue in effect thereafter during the
term of this Addendum, subject to the following sections of the Supply
Agreement: Section 38 (Future Cost Savings) and Section 40 (Allowable
Price Adjustments) and provided that with respect to direct material costs
only and in lieu of the specified direct material cost increase/decrease
amount specified in Section 40(a), prices for Addendum Products [ * ].
Exempted from the application of Section 40 of the Supply Agreement are
certain Addendum Products that need to be ordered within a term of less
than one year, and where the prices are highly sensitive to volume
variances. For such products identified by Harland 60 days in advance,
Intuit and Harland will mutually agree to any price change every six
months and/or prior to any inventory replenishment. Price changes will
reflect prices that should be competitive in the market and in compliance
with applicable laws, and will be effective when the new products begin to
ship. Harland will work with Intuit on continuous improvements to reduce
material, administrative, freight and warehousing costs, and will pass
these savings to Intuit. Harland shall ensure that warehousing costs for
Addendum Products are consistent with costs incurred by Harland for
warehousing similar Harland materials, and such costs are competitive with
those charged by suppliers in the same geographic areas for such services,
products and/or materials. Intuit has the right to audit Harland’s
storage and warehouse invoices on an ongoing basis.







	*	 	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.


4








 





	16.	  	REPORTING. Harland will provide standard and ad hoc reporting to
provide information on, but not limited to the following:



     Inventory Management, including but not limited to:


          Backorders



          Monthly and weekly inventory reports



          Reorder, run out dates



     Invoicing Support, including but not limited to:



          Warehouse
Quantities

          Forecast versus Actual Demand

          Marketing Materials Activities



     Performance Scorecard Measures



     These reports should be accurate and presented in a timely manner.



	17.	  	PRIVACY AND SECURITY STANDARDS. Harland will comply with Intuit’s
then-current privacy and security standards, the current version of which
are contained in Exhibit E (Basic Security Requirements for Customer
Data) and Exhibit F (Privacy Policy for Partners). In addition, Harland
will meet or exceed, within a reasonable timeframe after disclosure to
Harland, Intuit’s then-current mail handling procedures, the current
version of which is contained in Exhibit G (Intuit Suspicious Mail
Handling Procedures), as well as any specific recommendations that Intuit
provides to Harland. Harland is responsible for ensuring that all third
party suppliers of Addendum Products will also comply with the
then-current version of Intuit’s privacy and security standards and mail
handling procedures.
	 
	18.	  	BUSINESS CONTINUITY.




	       	(a)	  	Harland shall: (i) be responsible for business continuity of
operations as to the products and services to be provided under this
Addendum; (ii) within ninety (90) days after the 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 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 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.




	19.	  	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 cost savings
sharing. This includes, but is not limited to, Harland’s costs from
suppliers and materials costs, and will be utilized to determine cost
savings and cost sharing information. Harland will maintain accurate
records with respect to the



5








 




	 	  	information underlying any reports, payments required, and costs under
the Supply Agreement and under this Addendum. Intuit may, upon no less
than thirty (30) 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 two (2) years following
the termination of the Supply Agreement for any reason, or for such
period as Harland continues to make revenue sharing payments to Intuit,
whichever is longer. No such audit may occur more than once a year during
the Term.
	 
	20.	  	APPLICABILITY OF SUPPLY AGREEMENT. The following Sections of the
Supply Agreement will not be applicable to the Addendum Products: 4
(Exclusivity and Negotiation Rights); 15 (Bank File Maintenance); 16
(MICR Quality); 32 (Rights in Check Designs); 35 (Incentive Allowance);
36 (Marketing Allowance); 37 (Pricing Incentive Provisions); and 44
(Inventory Buyback). Section 42 (Payment Terms) will be applicable to
the Addendum Products; provided, however, that the P-TAP non-imprintable
Addendum Products will not receive the 2% discount for early payment,
which products will be billed on a separate invoice from the other FSG
products.
	 
	21.	  	This Addendum replaces and supercedes the Term Sheet. Except as
specified in this Addendum, the Supply Agreement remains in full force
and effect.



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



	JOHN H. HARLAND COMPANY 	 INTUIT INC.




	By:  	/s/ MARTIN E. KERNER 
	 	By:  	   /s/ LORRIE M. NORRINGTON







	Printed Name:  	Martin E. Kerner
	 	Printed Name:  	 Lorrie M. Norrington






	Title:  	VP, General Manager
	 	Title:  	 EVP, Small Business






	Date:  	September 6, 2002
	 	Date:  	October 11, 2002






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EXHIBIT A


Pricing for P-TAP Fulfillment Services and Products



	 	 	 	 	 
	Fulfillment Services	 	Price	 	Measure
	
	 	
	 	

	Fill Presentation envelope orders and manage inventory.	 	
[ * ]
	 	per line item
	Fill presentation folder
orders and manage inventory.	 	
[ * ]
	 	per line
item per box
	Fill blank check stock orders
and manage inventory.	 	
[ * ]
	 	per line item
	Fill tax form orders and manage inventory.	 	
[ * ]
	 	Drop Shipped
	Fill requests for catalogues and manage inventory.	 	
[ * ]
	 	per line item (includes [ * ])
	Delivery costs	 	
[ * ] unless otherwise noted.
	 	 
	Receipt, Scrapping or Restocking of Items	 	
[ * ]	 	 



Note: Fulfillment costs will be included in the materials cost of the products in the invoices Harland provides for these products



	 	 	 	 	 	 	 	 	 
	Product Costs	 	Price	 	Measure	 	Units	 	Price Per Units
	
	 	
	 	
	 	
	 	

	Blank Check Stock	 	 	 	 	 	 	 	 
	Burgundy Blank Check Stock

Grey Blank Check Stock

Green Blank Check Stock

Blue Blank Check Stock	 	[ * ]

[ * ]

[ * ]

[ * ]
	 	per individual item

per individual item

per individual item

per individual item
	 	[ * ]

[ * ]

[ * ]

[ * ]
	 	[ * ]

[ * ]

[ * ]

[ * ]
	Tax Forms	 	 	 	 	 	[ * ]
	 	[ * ]
	1096 Laser Forms	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 MISC Lsr Fed Copy A	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 MISC Lsr Fed Copy B	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 MISC Lsr Fed Copy C	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 INT Lsr Fed Copy A	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 INT Lsr Fed Copy B	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 INT Lsr Fed Copy C	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 DIV Lsr Fed Copy A	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 DIV Lsr Fed Copy B	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 DIV Lsr Fed Copy C	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 C Lsr Fed Copy A	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 C Lsr Fed Copy B	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 C Lsr Fed Copy C	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 R Lsr Fed Copy A	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 R Lsr Fed Copy B	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 Laser Acquisition — Copy A	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1098 Lsr Fed Copy A	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1098 Lsr Fed Copy B	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1098 Lsr Fed Copy C	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 Laser Broker — Copy A	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 G Lsr Fed Copy A	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 S Lsr Fed Copy A	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 S Lsr Fed Copy B	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 S Lsr Fed Copy C	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 OID Lsr Fed Copy A	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 PATR Lsr Fed Copy A	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1098 E Lsr Fed Copy A	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 Double Window Envelope	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 R Double Window Envelope	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]







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



 








 



	 	 	 	 	 	 	 	 	 
	Product Costs	 	Price	 	Measure	 	Units	 	Price Per Units
	
	 	
	 	
	 	
	 	

	W-2 Double Window Envelope for 2 up	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W-2 Double Window Envelope for 3 up	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Envelopes For 4up W2s	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W-3 Laser Forms	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W-2 Laser Copy A	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W-2 Laser Copy B	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W-2 Laser Copy 2 or C	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W-2 Laser Copy City/State	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W-2 Laser Copy B, 2, C, 2 (4 up)	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W-2 Laser Copy B, 2, C (3 up)	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	941 Laser Fed Copy	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	941 B Laser Quarterly	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	DE 6 Laser CA Quarterly	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	DE 7 CA Quarterly	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Ohio SUTA UCO 2 QTS	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Texas SUTA C-4 Cont. Page	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	940 EZ Laser	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	5498 Laser IRA Copy A	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 MISC 3 pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 MISC 4 pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 MISC 5 pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 INT 3-pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 INT 4-pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 DIV 3-pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 DIV 4-pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 G 4 pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 PAIR	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 Acquisition 4-pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 B 3 pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 B 4-pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 Retirement 4 pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 R 6 pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 S 1-wide 3 pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 S 1-wide 4 pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1098 3 pt carbonless	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1098 4 pt carbonless	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099 C 3 pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1096 2 pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Blank per paper 2-up	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Blank Perforated-3up	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Blank paper 4-up	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Blank per 4 up w/instructions	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Blank per paper 3-up	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Blank per 3-up w/instructions	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Blank per 1099 R 2 up	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W-2 corrected 6 pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W-2 1 wide 6 pt carbon mailer	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W-2 2 wide 6 pt mailer	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W-2 gambling 1 wide	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W-2 Twin 3-Part- A1D	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W-2 Twin 4-Part- A1D	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W-2 Twin 3-Part- B2C	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W-2 Twin 4-Part- B2C	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]








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



2








 



	 	 	 	 	 	 	 	 	 
	Product Costs	 	Price	 	Measure	 	Units	 	Price Per Units
	
	 	
	 	
	 	
	 	

	W-3 2 pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W-3 C Corrected 2 pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W-2 2 Wide 3-pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W-2 2 wide 4-pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W-2 1 wide 4-pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W-2 1 Wide 6 pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	CA DE-6 2 pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	CA DE-7 2 pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	5498 Penfed IRA 3 pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	941 1 wide 2 pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	941 1 wide 3 pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	941 B 1 wide 3 pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	940 EZ Federal Copy 2 pt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W-2 Laser copy B2c	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W2 Employee B C 2 1	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Ohio SUTA UCO-2QRS	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Laser 1098-T Copy A	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Laser 1098-T Copy A	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Lsr Tuition Payments Stmt	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	LASER 1099-LTC Copy A	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	TXC41-05 Texas Form C-4	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099-C 1 Wide 3-Part	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Laser 1099-MSA Copy A	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Laser 5498 Copy A	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1999 Form 940 Laser	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Laser 941 Voucher	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Wisconsin SUTA UC-7827	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	N.C. Suta NCUI-101B	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Laser 940 EZ	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Cont. 5498 MSA 3-Part	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1-wide 6-Part Mailer	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099-OID 4-Part	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1099-S Magnetic Media	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	1098E 3-Part Carbonless	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Cont. 1099 LTC 4-Part	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Cont. 1099 MSA 3-Part	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	W2: 2-Wide 4-Part	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Continuous 941 Voucher	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Quicken Laser Invoice	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Resident Alien 5-Part	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Folders	 	
[ * ]
	 	 	 	[ * ]
	 	[ * ]
	FLB Folder	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	FSB Folder	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	FLG Folder	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	FSG Folder	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	FLH Folder	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	FSH Folder	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	FLR Folder	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	FSR Folder	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	TPR (Marine)	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	TPH (Hunter)	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	TFLG Folder	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	TFLB Folder	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]








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



3








 



	 	 	 	 	 	 	 	 	 
	Product Costs	 	Price	 	Measure	 	Units	 	Price Per Units
	
	 	
	 	
	 	
	 	

	FSBL Folder	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	FSGR Folder	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	Envelopes	 	
[ * ]
	 	 	 	[ * ]
	 	[ * ]
	ESV8	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	EF6	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	EF6-SS	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	EF9	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	EF9-SS	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	EOL	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	EOL-SS	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	EOP	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	EOPL	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	EOP-SS	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	EOXL	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	EOXP	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	EXPAN	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	15900	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]
	15901	 	
[ * ]
	 	per individual item
	 	[ * ]
	 	[ * ]







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


4








 




EXHIBIT B


Pricing for FSG Products and Fulfillment Services



	 	 	 	 	 
	Fulfillment	 	Price	 	Measure
	
	 	
	 	

	Fill envelope orders and manage inventory	 	
[ * ]
	 	per line item
	Fill storage box order and manage inventory	 	
[ * ]
	 	per line item
	Fill forms, labels and miscellaneous orders and manage inventory	 	
[ * ]
	 	per line item
	Fill requests for sample pack orders and manage inventory	 	
[ * ]
	 	*per line item (includes [*])
	Fill requests for catalogues and manage inventory	 	
[ * ]
	 	*per line item (includes [*])
	Delivery costs	 	
{ * ] unless otherwise noted.

	Receipt, Scrapping or Restocking of Items	 	
No Charge



Note: Fulfillment costs will be included in the materials cost of the products
in the invoices Harland provides for these products






	*	 	Fulfillment prices could change based on the cost of postage.



	 	 	 	 	 
	Product	 	Price	 	Measure
	
	 	
	 	

	Envelopes	 	 	 	 
	Check Envelopes	 	
[ * ]
	 	per thousand
	Forms Envelopes	 	
[ * ]
	 	per thousand
	Self-Seal Check Envelopes	 	
[ * ]
	 	per thousand
	Self-Seal Forms Envelopes	 	
[ * ]
	 	per thousand
	Wallet Envelopes	 	
[ * ]
	 	per thousand
	Wallet Plus Envelopes	 	
[ * ]
	 	per thousand
	Marketing Materials	 	 	 	 
	Catalogues and Samples Pack	 	
na
	 	Supplied by Intuit
	Certificates	 	
na
	 	Supplied by Intuit
	Business Reply Envelopes (BRE’s)	 	
[ * ]
	 	per thousand
	Storage Boxes	 	 	 	 
	Check Storage Box Blue	 	
[ * ]
	 	per item
	Check Storage Box Green	 	
[ * ]
	 	per item
	Check Storage Box Maroon	 	
[ * ]
	 	per item
	Check Storage Box Purple	 	
[ * ]
	 	per item
	Check Storage Box Yellow	 	
[ * ]
	 	per item
	Multi-Purpose Storage Box Blue	 	
[ * ]
	 	per item
	Multi-Purpose Storage Box Green	 	
[ * ]
	 	per item
	Multi-Purpose Storage Box Maroon	 	
[ * ]
	 	per item
	Multi-Purpose Storage Box Purple	 	
[ * ]
	 	per item
	Multi-Purpose Storage Box Yellow	 	
[ * ]
	 	per item
	Forms	 	 	 	per item
	Continuous Forms Leaders (10-pack)	 	
[ * ]
	 	per package
	Laser Forms Leaders (10-pack)	 	
[ * ]
	 	per package
	Mailing Labels	 	 	 	 
	Continuous Labels (2000)	 	
[ * ]
	 	per package
	Laser Labels (2000)	 	
[ * ]
	 	per package
	Miscellaneous	 	 	 	 
	Rolodex Cards (500)	 	
[ * ]
	 	per package
	Deposit Bags (25)	 	
[ * ]
	 	per package
	Deposit Bags (100)	 	
[ * ]
	 	per package







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


5








 





EXHIBIT C


Pricing for Micr Toner Products and Fulfillment Services



	 	 	 	 	 
	Product	 	Price	 	Units
	
	 	
	 	

	Fill micr toner orders (drop shipped)	 	
[ * ]
	 	Drop shipped from supplier
	Delivery costs	 	
[ * ] unless otherwise noted.	 	 







	 	 	REMANUFACTURED	 	 	 		
	 	   	 	   	 	   	 
	 	 	 	 	 	 	Price/Item with 	
	Cosmos #	 	COMPATIBILITY	 	Price/Item for Product	 	Fulfillment Charge
	
	 	
	 	
	 	

	07MICR	 	
HP II, IID, III, IIID (2, 2D, 3, 3D)
	 	[ * ]
	 	[ * ]
	07MICR4R	 	
HP LaserJet 4, 4+, 4M, 4M+, 5, 5M, 5N, 5se
	 	[ * ]
	 	[ * ]
	 	 	
HP IIISi, 3Si, 4Si, 4 SiMX
	 	[ * ]
	 	[ * ]
	 	 	
HP 4L, 4ML, 4P, 4MP
	 	[ * ]
	 	[ * ]
	 	 	
HP 4000 Series (T, N, TN), 4050 Series
	 	[ * ]
	 	[ * ]
	 	 	
Jumbo HP 4000 (T, N, TN), 4050 Series
	 	[ * ]
	 	[ * ]
	 	 	
Jumbo HP 4100 Series
	 	[ * ]
	 	[ * ]
	 	 	
HP LaserJet 4V, 4MV
	 	[ * ]
	 	[ * ]
	 	 	
HP LaserJet 5P, 5MP, 6P, 6Pse
	 	[ * ]
	 	[ * ]
	 	 	
HP 5L, 6L, 6Lse, 3100 (se, xi), 3150 (se, xi)
	 	[ * ]
	 	[ * ]
	 	 	
HP 5Si, 5SiMX, HP8000 Series (N, DN)
	 	[ * ]
	 	[ * ]
	 	 	
HP 5000
	 	[ * ]
	 	[ * ]
	 	 	
HP 1100 Series (se, xi, A)
	 	[ * ]
	 	[ * ]
	 	 	
HP 2100, 2200 Series (se, N, M, TN)
	 	[ * ]
	 	[ * ]
	 	 	
HP 8100, 8150 Series (N, DN)
	 	[ * ]
	 	[ * ]
	 	 	
Jumbo HP LaserJet 4, 4+, 4M, 4M+, 5, 5M, 5N, 5se
	 	[ * ]
	 	[ * ]
	 	 	
HP 1200
	 	N/a
	 	n/a






	 	 	NEW	 	 	 		
	 	   	 	   	 	   	 
	 	 	 	 	 	 	Price/Item with
	Cosmos #	 	COMPATIBILITY	 	Price/Item for Product	 	Fulfillment Charge
	
	 	
	 	
	 	

	07MICRN
	 	
HP II, IID, III, IIID (2, 2D, 3, 3D)

	 	[ * ]

	 	[ * ]

	07MICRPN
	 	
HP IIP, IIP+, IIIP (2P, 2P+, 3P)

	 	[ * ]

	 	[ * ]

	07MICR4
	 	
HP LaserJet 4, 4+, 4M, 4M+, 5, 5M, 5N, 5se

	 	[ * ]

	 	[ * ]

	07MICRSI
	 	
HP IIISi, 3Si, 4Si, 4 SiMX

	 	[ * ]

	 	[ * ]

	07MICRL
	 	
HP 4L, 4ML, 4P, 4MP

	 	[ * ]

	 	[ * ]

	07M4000
	 	
HP 4000 Series (T, N, TN), 4050 Series

	 	[ * ]

	 	[ * ]

	07M4000H
	 	
Jumbo HP 4000 (T, N, TN), 4050 Series

	 	[ * ]

	 	[ * ]

	07M4100H
	 	
Jumbo HP 4100 Series

	 	[ * ]

	 	[ * ]

	07M4100
	 	
HP 4100 Series

	 	[ * ]

	 	[ * ]

	07MICR4V
	 	
HP LaserJet 4V, 4MV

	 	[ * ]

	 	[ * ]

	07MICR5P
	 	
HP LaserJet 5P, 5MP, 6P, 6Pse

	 	[ * ]

	 	[ * ]

	07MICR5L
	 	
HP 5L, 6L, 6Lse, 3100 (se, xi), 3150 (se, xi)

	 	[ * ]

	 	[ * ]

	07MICR5I
	 	
HP 5Si, 5SiMX, HP8000 Series (N, DN)

	 	[ * ]

	 	[ * ]

	07M5000
	 	
HP 5000

	 	[ * ]

	 	[ * ]

	07M1100
	 	
HP 1100 Series (se, xi, A)

	 	[ * ]

	 	[ * ]

	07M2100
	 	
HP 2100, 2200 Series (se, N, M, TN)

	 	[ * ]

	 	[ * ]

	07M8100
	 	
HP 8100, 8150 Series (N, DN)

	 	[ * ]

	 	[ * ]

	07MICR4H
	 	
Jumbo HP LaserJet 4, 4+, 4M, 4M+, 5, 5M, 5N, 5se

	 	[ * ]

	 	[ * ]

	07M1200
	 	
HP 1200

	 	[ * ]

	 	[ * ]








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


6








 



EXHIBIT D



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
			
			FSG — MONTHLY
PERFORMANCE SCORECARD
			

					
	Inventory Management		20% Category Weight		Overall Score:
	
		
		

	Metric		Weight Factor		Performance Scale		Score		Weighted
Score		Who Measures
	
		
		
		
		
		

	 	 	 	100	 	 	 	Exceeds(5	)	 	 	Meets(3)	 	 	 	Doesn’t Meet(0)	 	 	 	 	 	 	 	 	 	 	 	 	 
	
    
    Cycle Count Accuracy %
    

    	 	 	12	 	 	 	 	 	 	 	95.0%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Wright	 
	
    
    Number of Items Out-of-Stock/Backordered
    »24 hours
    

    	 	 	29	 	 	 	 	 	 	 	0 Products	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Wright	 
	
    
    Days Out-of-Stocks/Allocations/Backorders
    »24 hours
    

    	 	 	29	 	 	 	 	 	 	 	3 Days	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Wright	 
	
    
    Incoming Products % Meeting QA Receipt Inspections
    

    	 	 	22	 	 	 	 	 	 	 	95.0%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Wright	 
	
    
    Inventory Turns (Monthly)
    

    	 	 	TBD	 	 	 	 	 	 	 	TBD	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	TBD	 
	
    
    Forecast Variance
    

    	 	 	8	 	 	 	 	 	 	 	less/greater than 20%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Wright/Harland	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
											
	Fulfillment		20% Category Weight						
	
		
						
	Metric		Weight Factor		Performance Scale		Score		Weighted
Score		Who Measures
	
		
		
		
		
		

	 	 	 	100	 	 	 	Exceeds(5	)	 	 	Meets(3)	 	 	 	Doesn’t Meet(0)	 	 	 	 	 	 	 	 	 	 	 	 	 
	
    
    Line Item Fill Rate %
    

    	 	 	40	 	 	 	 	 	 	 	95.0%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Harland/FSG	 
	
    
    Line Item Accuracy % According to Outgoing QA
    Process
    

    	 	 	60	 	 	 	 	 	 	 	99.0%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Harland	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Delivery		20% Category Weight						
	
		
						
	Metric		Weight Factor		Performance Scale		Score		Weighted Score		Who Measures
	
		
		
		
		
		

	 	 	 	100	 	 	 	Exceeds(5	)	 	 	Meets(3)	 	 	 	Doesn’t Meet(0)	 	 	 	 	 	 	 	 	 	 	 	 	 
	
    
    On-Time Delivery % (based on carrier objectives)
    

    	 	 	12	 	 	 	 	 	 	 	97.0%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Harland/Carrier	 
	
    
    On-Time Delivery % (based on Promise Date in
    COSMOS)
    

    	 	 	44	 	 	 	 	 	 	 	99.0%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	FSG	 
	
    
    Claims for Over/Under/Damaged/Loss %
    

    	 	 	44	 	 	 	 	 	 	 	2.0%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Harland	 
	
    
    Total TAT (from order receipt to delivery)
    

    	 	 	TBD	 	 	 	 	 	 	 	TBD	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	FSG/Harland	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Systems Effectiveness		10% Category Weight						
	
		
						
	Metric		Weight Factor		Performance Scale		Score		Weighted Score		Who Measures
	
		
		
		
		
		

	 	 	 	100	 	 	 	Exceeds(5	)	 	 	Meets(3)	 	 	 	Doesn’t Meet(0)	 	 	 	 	 	 	 	 	 	 	 	 	 
	
    
    System Up Time %
    

    	 	 	20	 	 	 	 	 	 	 	99.0%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Harland	 
	
    
    Ship Status Completion % in COSMOS
    

    	 	 	80	 	 	 	 	 	 	 	99.0%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	FSG/Harland	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Product Cost Reduction		20% Category Weight						
	
		
						
	Metric		Weight Factor		Performance Scale		Score		Weighted Score		Who Measures
	
		
		
		
		
		

	 	 	 	100	 	 	 	Exceeds(5	)	 	 	Meets(3)	 	 	 	Doesn’t Meet(0)	 	 	 	 	 	 	 	 	 	 	 	 	 
	
    
    Product Cost Reduction %
    

    	 	 	100	 	 	 	 	 	 	 	1.0%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Harland/FSG	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Operations		10% Category Weight						
	
		
						
	Metric		Weight Factor		Performance Scale		Score		Weighted Score		Who Measures
	
		
		
		
		
		

	 	 	 	100	 	 	 	Exceeds(5	)	 	 	Meets(3)	 	 	 	Doesn’t Meet(0)	 	 	 	 	 	 	 	 	 	 	 	 	 
	
    
    OC Hold Times % — 1st Call
    

    	 	 	10	 	 	 	 	 	 	 	95.0%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	FSG/Harland	 
	
    
    Critical Printer Reruns/Reships %
    

    	 	 	25	 	 	 	 	 	 	 	0.5%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	FSG/Harland	 
	
    
    Non-Critical Printer Reruns/Reships %
    

    	 	 	25	 	 	 	 	 	 	 	0.5%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	FSG/Harland	 
	
    
    Cross Shipments
    

    	 	 	25	 	 	 	 	 	 	 	0.005%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Harland	 
	
    
    Invoicing Accuracy %
    

    	 	 	10	 	 	 	 	 	 	 	99.0%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	FSG	 
	
    
    Call Center Support %
    

    	 	 	5	 	 	 	 	 	 	 	80.0%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Harland	 




 








 


DEFINITIONS


INVENTORY MANAGEMENT



Cycle Count Accuracy % — Number of items
recorded in the monthly cycle count as it compares to the number of
items on the warehouse inventory system report



Number of Items Out-of-Stock/Backordered
— Number of products out of stock/backordered over 24 hours
during the month



Days Out-of-Stocks/Allocations/Backorders
— Weighted average number of days out of stock over 24 hours
weighted by number of line items out of stock over 24 hours for the
month



Incoming Products % Meeting QA Receipt
Inspections — Total number of items received in warehouse
meeting incoming QA specs as a percentage of the number of items
received



Inventory Turns (Monthly) — Number of
times the entire inventory for a item turns in the period of one month



Forecast Variance — The actual number
of orders received for all products within a month in comparison to
the cumulative sum of the monthly forecasts for all products



FULFILLMENT



Line Item Fill Rate % — Total number of
line items produced as a percentage of the total number of line items
received from OSI within 48 hours for all items



Line Item Accuracy % According to Outgoing QA
Process — This is Harland’s “Void Rate”.
Total number of line items shipped which meet the outgoing QA
specifications as a percentage of the total number of line items



DELIVERY



On-Time Delivery based on carrier objectives
— Total number of line items delivered on-time as compared to
the total number of line items delivered

     “On-Time” determined by carrier’s objectives



On-Time Delivery based on promise date
— Total number of line items delivered by promise date in COSMOS
as compared to the total number of line items delivered

     “On-Time” determined by
promise date



Claims for Over/Under/Damaged/Loss —
Total number of claims by line items submitted as a percentage of the
total number of line items shipped



Total TAT (from order receipt to delivery)
— Number of hours between receipt of the line item request from
the customer through delivery



SYSTEMS EFFECTIVENESS



System Up Town — Total number of
working hours any system at Harland is available and working properly as
a percentage of the number of total production hours

     This does not include the times that
any Intuit system impacts a Harland system and makes it unavailable



Ship Status Completion % in COSMOS —
Total number of line items which feed correctly through OSI into
COSMOS with correct ship status as a percentage of the total number
of line items shipped




Product Cost Reduction



Product Cost Reduction — % of costs
saved of the total invoiced costs from Harland for FSG products and
services due to improved processes, more competitive materials and
service costs, improved operations, etc.



OPERATIONS



OC Hold Times — Total number of line
items that are resolved within the contracted time as a percentage of
the total number of line items with call outs to customers

     Metrics are 24 hours for the first call
in the Supplier Agreement



Critical Printer Reruns/Reships % —
Total number of printer reruns as a percentage of all FSG items
produced within a one month period

     These critical measures are currently
being defined



Non-Critical Printer Reruns/Reships % —
Total number of printer reruns as a percentage of all FSG items
produced within a one month period

     These critical measures are currently
being defined



Cross-Shipments — Total number of line
items delivered incorrectly to the wrong customer as a percentage of
the total number of line items delivered



Invoicing Accuracy % — Number of
invoices that need correction as a percentage of the total number of
invoices



Call Center Support — Number of calls
from Intuit representatives answered within 30 seconds or less as a
percentage of the total calls received









2








 





EXHIBIT E

BASIC SECURITY REQUIREMENTS FOR CUSTOMER DATA


Definitions


     For the purposes of this Exhibit, the following definitions shall apply.

	     	
	 	Personally-Identifiable Information: Information that identifies or can be
used to identify, contact, or locate the person to whom such information
pertains. It includes, without limitation, the following information:


	          	
	 	Secret Information: Information that is used to protect other
Personally-Identifiable Information. Generally, Secret Information is not
disclosed to outside parties under any circumstances. Secret Information
includes customer passwords, private encryption keys, and private
signature keys.
	 
	 	Sensitive Information: Any information that could be misused in such a way
as to jeopardize the financial or legal position of its owner, or of the
person or company described by the information. Sensitive Information
includes customer account numbers, Social Security numbers, taxpayer
identification numbers, credit card numbers, customer account balances,
customer financial information and transactional activity, medical
records, and legal records.
	 
	 	Restricted Information: Information that is not Secret or Sensitive, but
whose permissible use has been restricted by its owner. Restricted
information includes customer names, customer street or e-mail addresses,
customer telephone numbers, and records of customer services and other
data relating to the products and services offered, received, or purchased
by customers of Intuit or the Company.




	A.	  	Controlling Access to Personally-Identifiable Information




	       	1.	  	Access to Personally-Identifiable Information stored on Company’s
systems must not be granted to members of Company’s staff,
subcontractors, or other agents, unless all of the following conditions
are met:




	      	 	a)   	The staff member, subcontractor, or other agent requesting the
access can be uniquely identified (e.g., by a unique User ID), with
the exception of “root” password access provided by the Company to
its core system administration team;
	 
	      	 	b)   	The staff member, subcontractor, or other agent requesting the
access has entered a correct password or other authorizing token to
indicate that he/she is the authorized user of this account. If
passwords are the only method used for authentication, they must
satisfy certain minimal standards mutually agreeable to Intuit and
Company that make them sufficiently robust to effectively resist both
educated guessing and brute-force attacks. It is recommended that
passwords be a minimum of 8 characters in length, contain mixed
upper- and lower-case characters and non-alphabetic characters, and
be changed every 90 days.
	 
	      	 	c)  	 In all cases, access permissions must be established in a
manner that allows only for the minimum access level(s) required for
each staff member, subcontractor, or other agent to perform his or
her job function. The ability to read, write, modify or delete
Personally-Identifiable Information must be limited to those
individuals who are specifically authorized to perform those data
maintenance functions.
	 
	      	 	d)  	 Whenever Personally-Identifiable Information is modified, the
date, time, and requestor must be recorded in a log file.




	       	2.	  	Personally-Identifiable Information stored on Company’s systems must
be stored behind firewalls with access to such information limited as
described in paragraph A.1.
	 
	       	3.	  	It is recommended that Secret Information never be stored in clear
text on Company’s systems. At a minimum, it is recommended that
financial services industry-standard encryption techniques be employed
to safeguard Secret Information in Company’s systems from retrieval by
unauthorized persons. Whenever possible, it is recommended that message
digest algorithms such as SHA-1 or MD5 be used to hash and verify the
user’s password, and that “salt” be added to the input string prior to
encoding to make it unlikely that the same password text chosen by
different users will yield identical encodings.
	 
	       	4.	  	Passwords used by Company’s customers are not required to conform to
the password standards described in paragraph A.1.b; however, Company
must not provide any of its customers with access to
Personally-Identifiable Information other than that which pertains to
such customer, except as permitted in writing by the affected person or
as otherwise required by law.
	 
	       	5.	  	Procedures must be in place to modify or revoke access permissions to
Personally-Identifiable Information when staff members leave the Company
or when their job responsibilities change.
	 
	       	6.	  	Printed material that contains Personally-Identifiable Information
must be stored in secured areas to which access is limited to those
staff members who have a business need to access it. It must also be
disposed of in a secure manner. Whenever possible, it is recommended
that secure disposal alternatives such as on-site shredding prior to
recycling or placement in publicly-accessible locked trash bins with
subsequent off-site shredding by a licensed contractor be implemented.




	B.	  	Transmitting Personally-Identifiable Information




	       	1.	  	Unless restricted by law, or as discussed in paragraph D.1, Company
must not electronically transmit Secret or Sensitive Information over
publicly-accessible networks without using 128-bit SSL or another
mechanism that affords similar or greater security and confidentiality.
If legal restrictions limit the use of 128-bit SSL encryption
technology, Company must use the strongest encryption technology
permitted.



3








 






	       	2.	  	Personally-Identifiable Information must never be passed in a URL
(e.g., using a Get method) in a manner that potentially exposes the
information to third parties and causes such information to appear in
log files.




	C.	  	Maintaining a Secure Environment




	       	1.	  	To protect the accuracy and integrity of Personally-Identifiable
Information, all such data stored in electronic form must be backed up
regularly (no less often than weekly), and the backups stored in secure,
environmentally-controlled, limited-access facilities.
	 
	       	2.	  	Company must use commercially-reasonable efforts to install any
security-related fixes identified by its hardware or software vendors,
if the security threat being addressed by the fix is one that
significantly threatens the privacy or integrity of any
Personally-Identifiable Information covered by this Agreement. Such
upgrades must be made as soon as they can safely be installed and
integrated into Company’s existing architecture and systems.
	 
	       	3.	  	Intuit may, from time to time, advise Company of recent security
threats that have come to its attention, and require Company to
implement specific modifications to its software, policies, or
procedures that may be necessary to counter these threats. Company must
implement these modifications within a mutually-agreeable time, or must
obtain written permission from Intuit to take some other
commercially-reasonable course of action to preserve the privacy and
integrity of any Personally-Identifiable Information.
	 
	       	4.	  	Company must immediately notify the Intuit Security SPOC (see below)
if it knows or suspects that Personally-Identifiable Information has
been compromised or disclosed to unauthorized persons, or if there has
been any meaningful or substantial deviation from the requirements of
this Exhibit.
	 
	       	5.	  	Notwithstanding the minimum standards set forth in this Exhibit,
Company must use commercially-reasonable efforts to monitor and
periodically incorporate reasonable industry-standard security
safeguards.




	D.	  	Electronic Mail




	       	1.	  	Company must not send any Secret Information in an e-mail message
over publicly-accessible networks unless the e-mail is encrypted using a
previously-approved encryption mechanism or is otherwise made secure
with an approach that has been mutually agreed upon in advance by Intuit
and Company. It is recommended that Company not send any Sensitive or
Restricted Information in an e-mail message over publicly-accessible
networks unless the e-mail is encrypted or otherwise secured as
described above.
	 
	       	2.	  	Company and its subcontractors and agents must not reveal the
Personally-Identifiable Information of one customer to any other
customer or other third party, in any e-mail or other communication,,
except as permitted in writing by the affected person, as deemed
appropriate in light of the interests of the affected person, or as
otherwise required by law.




	E.	  	Reviews, Audits, and Remedies




	       	1.	  	Upon 14 days’ prior written notice to Company, Intuit (or its agent)
may enter Company’s premises and inspect such of Company’s books,
records, facilities and computer systems as Intuit and Company shall
mutually agree is necessary to ensure that Company complies with the
terms and conditions of this Exhibit. Intuit or its agent shall comply
with Company’s standard policies and procedures that apply to third
party companies that have access to Company’s premises, and Intuit or
its agent shall access Company’s premises during Company’s normal
business hours.
	 
	       	2.	  	Notwithstanding any cure period in this Agreement to the contrary,
Intuit, at Intuit’s reasonable discretion, may require correction of any
demonstrated problem that significantly threatens the security of
Personally-Identifiable Information within a shorter period of time.
Intuit shall provide written notice of the problem to Company, and
Company must immediately take appropriate steps to correct the problem.
If Company fails to correct any demonstrated security problem within a
commercially-reasonable time, factoring in the work that must be
completed to address the problem, and resulting in the material
disclosure or threatened disclosure of Personally-Identifiable
Information, Intuit may instruct Company to take such interim measures
as are necessary to protect Personally-Identifiable Information. If
Company fails or refuses to take such interim and/or permanent measures
which are necessary to prevent the material disclosure of
Personally-Identifiable Information within a commercially reasonable
time, Intuit may terminate any and all affected agreements between
Intuit and Company for cause.




	F.	  	Compliance with U.S. Laws and Regulations
	 
	 	  	Company shall comply with all applicable federal, state, and local laws and
regulations.
	 
	G.	  	Changes to Requirements
	 
	 	  	Intuit may, in its sole discretion, amend these requirements from time to
time, as required by law or otherwise.
	 
	H.	  	Contact Information
	 
	 	  	The primary business contact person for each party under this Agreement shall
designate a primary and an alternate single point of contact for security
issues for such party (a “Security SPOC”) and provide mail, email, telephone,
home telephone, and pager or portable telephone contact information for such
persons. Both parties agree that either the primary or alternate Security
SPOC will be available at all times (“24/7/365”). Such designation and
information must be given in writing to the other party within ten (10)
business days after the effective date of the Agreement. Any updates to the
same shall be given promptly in writing to the other party.



4








 





EXHIBIT F

PRIVACY POLICY FOR PARTNERS





INTUIT INC.

PRIVACY POLICY FOR PARTNERS


In addition to the obligations under the Agreement between Intuit and its
Partner, Intuit requires that its Partners comply with certain policies in
order to safeguard the confidentiality of Personally Identifiable Information
relating to Intuit’s customers. For this reason, Intuit has adopted the
following Privacy Policy for Partners that must be adhered to as a condition of
Partners doing business with Intuit.


The Privacy Policies for Partners are intended to apply only to Intuit’s
business conducted in the United States. All Partner agreements and amendments
that become effective on or after April 3, 2000, must incorporate this Privacy
Policy for Partners.


Definitions



	•	    	Partner — For the purpose of this document only, a “Partner” is any third
party that has a contractual agreement to provide marketing, products or
services to Intuit or Intuit’s customers, and/or has access to Personally
Identifiable Information. Except as expressly stated in this Policy, this
Policy shall not be interpreted or construed to create an association,
agency, joint venture or legal partnership between Intuit and such third
parties or to impose any liability attributable to such a relationship
upon either party. Neither party shall have any right, power or authority
to enter into any agreement for or on behalf of, or incur any obligation
or liability of, or to otherwise bind the other party.
	 
	•	    	Intuit Customer — Users who view Intuit-owned/controlled Web sites,
register at Intuit-owned/controlled Web sites, order or use Intuit
products, services or software trials. Pursuant to specific
Intuit-Partner agreements, a Partner may have particular rights to use
Personally Identifiable Information.




	      	•	  	Personally Identifiable Information — For the purpose of this
document, Personally Identifiable Information relates to information
about Intuit Customers that, among other things, identifies or can be
used to identify, contact, or locate the person to whom such information
relates. Personally Identifiable Information includes, but is not
limited to name, address, phone number, fax number, email address,
social security number and credit card information. To the extent
unique information (which by itself is not personally identifiable),
such as a personal profile, unique identifier, and IP address is
associated with Personally Identifiable Information, then such unique
information will also be considered Personally Identifiable Information.
Personally Identifiable Information does not include information that
is collected anonymously or demographic information not connected to an
identified individual, provided that certain types of such
non-identifiable information may still be subject to restrictions on use
and disclosure by law, e.g., tax return information. Partners’ General
Responsibilities



Partners’ General Responsibilities



	      	•	  	Partners must agree to comply with this Privacy Policy for Partners
and to clearly communicate and enforce this Policy among their
employees, agents and any third parties used to perform any of the
Partners’ obligations under their Agreement with Intuit or this Policy.




	•	    	Partners shall treat Personally Identifiable Information as confidential
and proprietary information of Intuit and to protect it from disclosure to
any third party (that is not an agent of the Partner contracted to do work
pertaining to the Agreement), subject to this Policy, their Agreement with
Intuit, and otherwise required by law.




	      	•	  	Partners shall limit their collection and use of Personally
Identifiable Information to the expressed business purpose(s) set forth
in the relevant Agreement(s) between the Partners and Intuit.
	 
	      	•	  	Partners shall employ appropriate security measures to maintain the
integrity and confidentiality of Personally Identifiable Information,
and take reasonable precautions to protect it from loss, misuse or
accidental or unauthorized access or alteration.




	•	    	Partners shall ensure that only authorized employees and agents, who are trained in the proper handling of Personally
Identifiable Information and who are subject to obligations to maintain the confidentiality and restricted use of such
information, have access to Personally Identifiable Information.



5








 






	•	    	Partners must transmit Personally Identifiable Information in a secure manner and store it in a secure environment.
	 
	•	    	Except where Personally Identifiable Information is “co-owned,” or the customer provides Personally Identifiable
Information to the Partner without restriction, Partners shall not rent, sell, or otherwise disclose Personally
Identifiable Information. In those circumstances where Partners “co-own” Personally Identifiable Information, or the
customer provided such information to the partner without restriction, Partners may rent, sell, or otherwise disclose
Intuit Personally Identifiable Information only if they provide a method for Intuit Customers to “opt out” of such
activity (see Opt Out Choice below).
	 
	•	    	Intuit encourages its Partners to adopt privacy policies and practices (beyond what is covered here in this Policy) at
least as protective as those used by Intuit.
	 
	•	    	Partners shall comply with applicable law in their use and disclosure of all information provided to them by Intuit,
whether or not such information falls within the definition of Personally Identifiable Information.
	 
	•	    	Partners who collect Personally Identifiable Information related to Intuit customers shall identify to customers the
organization(s) collecting this Information and describe to customers how this Information will be used.



Suppression



	•	    	Intuit maintains in-house suppression file(s) that include Personally Identifiable Information relating to those
individuals who have indicated the circumstances under which they may not want to be contacted or solicited by Intuit.
Partners who work on Intuit’s behalf, i.e. outsourcers or vendors, shall comply with Intuit’s policies relating to the use
of such suppression file(s) to suppress names and addresses in the services they perform and the databases they use,
maintain, and/or manage on behalf of Intuit.
	 
	•	    	Except where Personally Identifiable Information is “co-owned,” Partners shall not use Personally Identifiable Information
maintained in Intuit’s in-house suppression files.
	 
	•	    	Partners who conduct mail solicitation to prospective customers on behalf of Intuit shall utilize the Direct Marketing
Association’s Mail Preference Service.



Telemarketing



	•	    	Partners who conduct telemarketing activities on Intuit’s behalf shall comply with all applicable laws and regulations
including “Do Not Call” laws.
	 
	•	    	Partners who conduct telemarketing activities on Intuit’s behalf shall comply with Intuit’s Do Not Call Policy (attached).
	 
	•	    	Partners who conduct telemarketing activities on behalf of Intuit shall employ the Direct Marketing Association’s
Telephone Preference Service, as well as any applicable federal and/or local/state-managed preference services when
phoning prospective customers.



Fax



	•	    	Partners who work on Intuit’s behalf to conduct fax activities shall comply with all applicable laws and regulations
relating to fax marketing activities.
	 
	•	    	Partners who work on Intuit’s behalf to conduct fax activities shall not send any unsolicited facsimile to any recipient
who does not have a prior business relationship with Intuit, unless the recipient has given Intuit prior express
permission to receive such a facsimile.
	 
	•	    	Partners who work on Intuit’s behalf to conduct fax activities to prospective Intuit customers shall include the date and
time of transmission, and the name and telephone number of Intuit, or Partner working on Intuit’s behalf, as well as
notice of how to opt-out of future facsimile communications.



Email



	•	    	Partners who conduct email marketing activities on Intuit’s behalf shall not send unsolicited email to any recipient who
does not have a preexisting relationship with Intuit or who has not consented to receive such email. Consent from a
prospective customer is considered to be given when such a prospect opts in to receiving communications from Intuit or



6








 




	 	    	opts in to a program where the prospect chooses to receive communications
from companies like Intuit, i.e. companies engaged in financial services.
Marketing email sent on Intuit’s behalf shall contain notice of how to
opt-out of future marketing email communications.



Opt Out Choice



	•	    	Intuit customers may choose their contact preferences for the manner in
which Intuit will use Personally Identifiable Information. Partners
that provide products or services on Intuit’s behalf must agree to
employ procedures in a timely manner to honor these preferences.
	 
	•	    	Partners that provide co-branded Web sites with Intuit, shall give
customers of the co-branded Web site the opportunity to choose their
preferences for the manner in which the co-branding Partner will use
Personally Identifiable Information for marketing and list rental
purposes.
	 
	•	    	Partners, to whom Intuit refers Intuit Customers, or provides Personally
Identifiable Information, shall give customers the opportunity to choose
their preferences for the manner in which the Partner will use
Personally Identifiable Information for marketing and list rental
purposes.



Reviews



	•	    	Partners that provide products or services on Intuit’s behalf, i.e.
outsourcers or vendors, shall reasonably cooperate with Intuit so as to
allow Intuit to verify their compliance with Intuit’s Privacy Policies
for Partners and shall allow Intuit to audit their records and practices
to determine compliance with such Policy.
	 
	•	    	All Partners must be able to demonstrate compliance with these policies.



Ad Servers


Intuit hires companies that serve ads on Intuit’s Web sites; these companies
are known as ‘ad servers’.



	•	    	Intuit shall not disclose Personally Identifiable Information, which Intuit collects, to ad servers.
	 
	•	    	Ad servers shall offer an opt-out mechanism to customers, that when used, will prohibit ad servers from associating Personally
Identifiable Information with customers’ anonymous customer profile.
	 
	•	    	Intuit shall have the option of disclosing the ad server by name in its privacy statement(s) along with links to the ad
server’s privacy statement and opt-out mechanism(s).



When an Intuit Customer Becomes a Partner’s Customer



	•	    	Intuit’s Web sites may include services or information provided by
Partners, for example, insurance companies. Intuit is not responsible
for any information provided to or transactions entered into by customers
with such Partners. In the event Intuit’s Web site customers provide
information or engage in transactions with such Partner, the terms
governing the collection and use of any Personally Identifiable
Information provided in connection therewith shall be governed by the
terms of such Partner’s privacy policies and/or practices, and Intuit
shall have no liability therefore.
	 
	•	    	Pursuant to an Intuit-Partner agreement, Intuit and the Partner may
independently control Personally Identifiable Information. In such
cases, the Partner’s privacy policies apply to the Partner’s practices.



Marketing to Children


Intuit’s Web sites are not intended for children (ages 13 and under) nor does
Intuit knowingly collect personal data from children. Partners may not market
Intuit’s site to their customers who may be children, nor link Intuit sites to
those intended for children.


Compliance with U.S. Laws and Regulations


Partners shall comply with all applicable federal, state, and local laws and
regulations.


Policy Changes


Intuit may, in its sole discretion, amend this policy from time to time, as
required by law or otherwise.


7








 





EXHIBIT G


INTUIT PACKAGE HANDLING REQUIREMENTS


The following Intuit Package Handling Requirements shall apply to Harland, its
subsidiaries and third party vendors (hereinafter, “Company”) in connection
with one or more related service agreements involving the handling of Intuit
mail and packages.


The accurate, timely, and proper handling of incoming and outgoing mail and
packages are absolutely essential to each party’s business. To ensure that
incoming Intuit mail and packages, including, but not limited to, Intuit
Customer orders/returns and Intuit/Company vendor orders (“Intuit Materials”)
are properly handled, all accesses to, uses of, and processing of Intuit’s
Materials must be consistent with the package handling requirements, related
procedures, and guidelines which are attached below as Attachment A. Company
and Intuit shall comply with the Intuit Package Handling Requirements (as
amended from time to time). Upon notice of an amendment, Company shall comply
with such amendments to the Intuit Package Handling Requirements as soon as
reasonably possible (not to exceed 30 days) based on the importance of the
amendment and the severity of the issues that are addressed by the amendment.


Company shall establish and maintain its own organization-wide information
security policies, standards, guidelines and procedures, which shall meet or
exceed the requirements set forth in the Intuit Package Handling Requirements.


Company shall promptly conduct investigations of any breaches of such Intuit
Package Handling Requirements, and shall take steps to remedy and prevent such
breaches. Company shall take such further actions as it deems necessary to
ensure the proper handling of the Intuit Materials to which it has possession,
access or control.


 








 


Attachment A:

Package Handling Requirements


A. Controlling Access to Intuit Materials


Authorization processes must be employed to control Company’s staff,
subcontractors, or other agents’ access to Intuit Materials. These processes
must at a minimum identify the staff, subcontractor or other agent and record
their entry while on the Company premises, e.g., by the use of a personally
identifiable time card or an electronic identification badge.


Procedures must be in place to modify or revoke access permissions to Intuit
Materials when staff members leave the Company or when subcontractors, or other
agents cease doing business with the Company.


A public records check to ascertain evidence of criminal background, including
identity verification, e.g., by verifying social security number and date of
birth, must be run on all current and future Company staff, subcontractors or
other agents who have access to Intuit materials. To the extent allowed by
applicable law, background check results must be taken into account so as to
reasonably ensure the security and integrity of Intuit Materials.


The Company currently maintains card access security systems at those locations
that would receive and handle Intuit Materials, providing a controlled
environment for access to those materials. The current access systems and
procedures must satisfy this requirement regarding access to materials, with
the exception of the background check requirement.


B. Storing and Transporting Intuit Materials


Reasonable procedures must be employed to limit access to and secure Intuit
Materials when in storage. These processes must be documented and submitted to
Intuit as part of the Company’s overall Security Plan.


The Company must transport Intuit Materials in a manner that is designed to
prevent unauthorized access to those Materials and provide for loss or tamper
awareness.


The Company’s current transportation and storage procedures for mail and
package processing and delivery must satisfy the above requirements. Intuit
must be promptly notified of proposed changes to the Company’s current policies
and practices with regard to transportation and storage procedures for Intuit
materials. In addition, Company shall ensure that Intuit is promptly notified
in the following instances:



	       	1.	  	Change in Company vendors or operating methods
	 
	       	2.	  	Evidence of mail tampering external to Company and its
vendors



C. Maintaining a Secure Environment


Access to Company facilities must be controlled, e.g., by electronic systems,
security guards, receptionists or closed-circuit cameras at all entrances,
visitor controls, and delivery truck/driver controls. The Company’s current
card access and visitor control systems must satisfy the above requirements.
Intuit must be notified of proposed changes to the Company’s current policies
and practices with regard to facility access.


 








 


All incoming supplies of goods and materials that may potentially affect Intuit
Materials must be checked for compliance with production orders and shipping
manifests and appropriate action taken if these supplies are not compliant.


Intuit may, from time to time, advise Company of recent security threats that
have come to its attention, and require Company, at Intuit’s sole expense, to
implement specific modifications to its policies or procedures that may be
necessary to counter these threats. Company must implement these modifications
within a mutually-agreeable time, or must obtain written permission from Intuit
to take some other course of action to ensure that the security of Intuit’s
materials/packages is preserved.


Notwithstanding the minimum standards set forth in this Agreement, Company must
monitor and periodically incorporate reasonable direct mail industry-standard
security safeguards.


No scrap, overruns, nor returned Intuit Materials can be destroyed or disposed
of without the pre-approval of Intuit. The Company’s current practices for
shredding and/or disposal of all scrap, overruns, and returned material are
considered satisfactory for this requirement and this agreement serves as
pre-approval for the use of these practices for the destruction and disposition
of all Intuit materials.


The Company’s current manufacturing processes and procedures are considered
sufficient to limit dust resulting from production operations in Intuit
Materials.


D. Handling Suspicious mail/packages by Company


Management Actions


1. Process Implementation


a. Company shall ensure that process controls are implemented to ensure that
mail is secured when not being handled.


b. Company shall ensure that physical barriers are implemented, including but
not limited to, secured or separate space for mail handling, the ability to
isolate or shut down HVAC systems in the event of a suspected contamination,
and controls to prevent the unauthorized tampering to mail and sorting systems.


c. Company shall ensure that employees are trained to recognize harmful
agents, including but not limited to, chemicals, explosives, and inappropriate
foreign matter.


d. Company shall ensure appropriate incident response, including but not
limited to, a documented process to quickly response to and mitigate the
danger, providing escalation and alternate work recovery strategies as
appropriate.


2. Preplanning


Parties acknowledge that proper handling of suspicious mail/packages is
necessary to the success of each parties’ businesses. Company mail and
distribution management, in concert with the site corporate services manager,
and corporate security should ensure the following precautions are in place:


 








 



	      	•	  	Ensure all individuals working in the mail and distribution area
receive training in the below listed “Precautionary Procedures for
Suspicious mail/packages”, as may be amended by Intuit from time to
time.
	 
	      	•	  	Identify all up stream service providers and how the mail and
packages are handled. This would include the location of the postal
distribution center, couriers, and delivery companies.
	 
	      	•	  	Maintain a secure environment for the mail and distribution center.
Access should be limited to those working in the area.
	 
	      	•	  	Maintain a clean housekeeping environment. Dust and other
by-products of mail handling should be vacuumed on a daily basis.
	 
	      	•	  	Ensure containers (mail trays and other) are clean and free of
foreign matter prior to use.



3. PRECAUTIONARY PROCEDURES FOR SUSPICIOUS MAIL/PACKAGES


Company shall inform Company employees of the following procedures listed below
and use best efforts to require their compliance if a suspicious or
unidentified substance is found in mail/packages. There are three classes of
incident.


     CLASS 1: Discovery of a suspicious or unidentified substance of unknown origin


     CLASS 2: Release of a suspicious or unknown substance from a shipping container

     CLASS 3: Release of an unknown substance by a person acting in a
suspicious or threatening manner

CLASS 1 INCIDENTS




Discovery of a suspicious or unidentified substance of unknown origin


What to do:


IF YOU FIND A SUSPICIOUS OR UNKNOWN SUBSTANCE, DO NOT PANIC. Most substances
found in the workplace turn out to be normal, everyday materials that someone
has spilled by accident and are not dangerous.


Do not inhale; briefly examine the area to locate the possible source of the
substance.



If you cannot identify the substance or its source move away from it and
instruct others present to isolate the immediate area.


If the substance is clearly spreading, take action to limit its movement. Close
doors and windows to confine it if possible. Turn off any fans or other devices
that might cause it to spread. If there is a possibility that it might move
into an air vent, turn off the Heating, Ventilation, or Air Conditioning (HVAC)
system. Designate the location of the HVAC controls in the building, and the
individuals authorized to shut it down. If there is a possible danger to
people in other areas of the facility notify them. Have them take action to
limit the unknown substance’s spread and move to a safe distance.


NOTIFY INTUIT SECURITY AT 650-944-6911


At a safe distance, describe the substance to your coworkers. If they can
identify it, take appropriate action to have the affected area cleaned. Notify
anyone nearby that they can return to work if the known substance is not a
hazardous material.


If your coworkers cannot identify the substance, instruct them to keep the area
isolated. Instruct anyone who may have been exposed to the substance to remain
nearby at a safe distance for further guidance. Designate an external meeting
area, and not allow individuals to leave the site, or wait in their vehicles.


Prepare a list of all individuals in the facility at the time of the incident.
The list should contain name, telephone number, and address.


 








 


Prepare a description of the suspect mail container and contents, if known.


Wait at a safe distance for the emergency response personnel to arrive and
follow their instructions.


CLASS 2 INCIDENTS


Release of a suspicious or unknown substance from a container


What to do:


DO NOT PANIC: You are in control and you know what to do.


Examine all containers for suspicious indicators before opening them.


If a suspicious container has not yet been opened, do not open it.


Do not transport the container around the facility or shake it.


Do not merely discard the container.


Isolate the immediate area around the suspicious unopened container. Make sure
no one disturbs the container. Keep people at a safe distance. Go to step 13.


If you open a container and find that it contains or releases suspicious
material, do not inhale its contents.


Do not move the container or shake it.


Do not merely discard the container.


Do not empty the container or shake it.


Isolate the immediate area around the container. Make sure no one disturbs the
container. Keep people at a safe distance.


Place something over the container opening if possible to do so safely. For
example, place a large sheet of plastic over the container without
touching it. Do not inhale while doing this.


Turn off any fans or other devices that might cause contamination to spread. If
there is a possibility that contamination might move into an air vent, turn off
the Heating, Ventilation, or Air Conditioning (HVAC) system. Designate the
location of the HVAC controls in the building, and the individuals authorized
to shut it down. Shut all dock doors.


Notify INTUIT SECURITY AT 650-944-6911 then call your local emergency response
agency at 911. Describe the container and its contents. Follow their
instructions.


Wash your hands with warm soap and water for one minute.


Do not allow anyone to leave the area who may have touched the container or its
contents or who was present in the immediate area when it was opened. Have
everyone meet at a designated location. Prepare a list of all individuals
that were in the area of the suspect package, including name, telephone number,
and address. Do not allow anyone to leave, or to wait in his or her vehicles.



Wait for emergency responders to arrive and follow their instructions.



CLASS 3 INCIDENTS


Release of an unknown substance by a person acting in a suspicious or
threatening manner.


What to watch for:


Anybody acting in a suspicious or threatening manner


Anybody throwing, spraying, spreading, or pouring an unidentified substance


Anybody tampering with an air vent, fan, food, or water supply


Anybody carrying an unknown substance with an unknown purpose


What to know:


 








 




Vigilance is a deterrent. If a suspicious individual is confronted before he
can act, he will often decide to leave.


The chance that someone may threaten your facility is low, but needs to be
considered.


What to do:


Ask any suspicious individual what their purpose is. If they refuse to answer,
ask them to remain where they are and have someone notify on-site security or a
manager. If the person becomes threatening go to step 2.


Report any threatening individual to on-site security or call police.


Maintain a safe distance from any threatening
individual. Warn your coworkers. Make sure that an exit is available.


If the person releases an unknown material, evacuate the area. Sound a fire
alarm if convenient to warn others to evacuate the facility.


Notify emergency responders, on-site security, and police if they have not
already been called.


Maintain a safe distance from the area affected by the released substance and
from the threatening individual. Do not allow anyone to leave the area. Have
everyone meet at designated location. Prepare a list of all individuals that
were in the area of the suspect package, including name, telephone number, and
address. Do not allow anyone to leave, or to wait in his or her vehicles.


If you have been exposed to any released substance, remain nearby for
assistance.


Wait for security, police, and emergency responders. Follow their instructions.


E. Reviews, Audits, and Remedies


Company agrees that Intuit shall have a right to verify Company’s compliance
with this Agreement and an Intuit-approved Package Handling Plan that conforms
to these Requirements. Intuit (or its agent) may enter Company’s premises and
inspect such of Company’s facilities as Intuit and Company shall mutually agree
is necessary to ensure that Company complies with the terms, covenants and
conditions of this Agreement. Intuit or its agent shall comply with Company’s
standard policies and procedures that apply to third party companies that have
access to Company’s premises, and Intuit or its agent shall access Company’s
premises during normal business hours (Monday through Friday, 8:00 AM to 5:00
PM). Notwithstanding the foregoing, if Intuit in good faith believes that a
threat to security exists that could affect Mail/packages, Company must provide
Intuit or its agent access to its premises immediately upon request by Intuit.


Intuit may inspect or employ third parties to conduct studies of Company’s
operational processes, to determine Company’s compliance with these
Requirements and an Intuit-approved Package Handling Plan that conforms to
these Requirements. Intuit agrees to coordinate the scheduling of any such
study with Company to minimize disruption to Company’s business. At Company’s
request, Intuit will require any third party it employs to conduct such a study
to sign a nondisclosure agreement pursuant to which it agrees not to disclose
any confidential information. Intuit will make the results of any such study
available to Company and, depending on the seriousness of any problems found,
may require Company to remedy any and all such deficiencies in a timely
fashion. Costs of such audits shall be borne by Intuit.


Notwithstanding any time-to-cure provision in related service agreements
between the parties that address the handling of Mail/packages to the contrary,
Intuit may require correction of any demonstrated security-related problem with
Company procedures and practices within a shorter period of time, to the extent
necessary to protect Mail/packages from compromise and to ensure proper
handling of suspicious Mail/packages. Intuit shall provide written notice of
the problem to Company, and Company must immediately take appropriate steps to
correct the problem.