<PAGE>

                                                                    EXHIBIT 10.6


                        INTELLECTUAL PROPERTY AGREEMENT

                                    BETWEEN

                                 EQUIFAX INC.

                                      AND

                               EQUIFAX PS, INC.

                              _____________, 2001
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

     <S>                                                        <C>
     ARTICLE I DEFINITIONS....................................   4
      Section 1.1.   Definitions..............................   4

     ARTICLE II CONVEYANCE OF CERTAIN ASSETS; ASSUMPTION OF...   9
      Section 2.1.   Transferred Equifax Assets...............   9
      Section 2.2.   Transferred PSI Assets...................   9
      Section 2.3.   Assumption of Liabilities................  10
      Section 2.4.   Completion of Transactions...............  10

     ARTICLE III THIRD PARTY AGREEMENTS.......................  11
      Section 3.1.   Third Party Agreements...................  11
      Section 3.2.   Required Consents........................  11
      Section 3.3.   Discharge of Liabilities.................  13

     ARTICLE IV LICENSED MATERIALS............................  13
      Section 4.1.   Grant of Licenses by Equifax.............  13
      Section 4.2.   Ownership of Enhancements by PSI.........  15
      Section 4.3.   License to Marks.........................  16
      Section 4.4.   Grant of License by PSI..................  16
      Section 4.5.   Ownership of Enhancements by Equifax.....  18
      Section 4.6.   Data.....................................  19
      Section 4.7.   Mutual Obligations.......................  19

     ARTICLE V THE CLOSING....................................  20
      Section 5.1.   Equifax Deliverables.....................  20
      Section 5.2.   PSI Deliverables.........................  20
      Section 5.3.   Termination..............................  21

     ARTICLE VI REPRESENTATIONS AND WARRANTIES................  21

     ARTICLE VII INDEMNIFICATION..............................  21
      Section 7.1.   PSI Indemnification of the Equifax Group.  21
      Section 7.2.   Equifax Indemnification of the PSI Group.  22
      Section 7.3.   Insurance and Third Party Obligations....  22

     ARTICLE VIII INDEMNIFICATION PROCEDURES..................  22
      Section 8.1.   Notice and Payment of Claims.............  22
      Section 8.2.   Notice and Defense of Third Party Claims.  22

     ARTICLE IX CONFIDENTIALITY...............................  24
      Section 9.1.   Exclusions...............................  24
</TABLE>

                                       1
<PAGE>

<TABLE>
<CAPTION>

     <S>                                                        <C>
      Section 9.2.   Confidentiality..........................  24
      Section 9.3.   Employee Confidentiality Agreements......  25
      Section 9.4.   Rights and Remedies......................  25
      Section 9.5.   Competitive Activities...................  26
      Section 9.6.   No Implied Rights........................  26

     ARTICLE X CONTINUED ASSISTANCE...........................  27
      Section 10.1.  Continued Assistance and Transition......  27
      Section 10.2.  Records and Documents....................  27
      Section 10.3.  Litigation Cooperation...................  28

     ARTICLE XI MISCELLANEOUS.................................  28
      Section 11.1.  Expenses.................................  28
      Section 11.2.  Notices..................................  28
      Section 11.3.  Amendment and Waiver.....................  29
      Section 11.4.  Entire Agreement.........................  29
      Section 11.5.  Parties in Interest......................  29
      Section 11.6.  Further Assurances and Consents..........  30
      Section 11.7.  Severability.............................  30
      Section 11.8.  Governing Law............................  30
      Section 11.9.  Counterparts.............................  30
      Section 11.10. Disputes.................................  30
      Section 11.11. Force Majeure............................  30
      Section 11.12. Documentation............................  31
      Section 11.13. Headings.................................  31

</TABLE>
     EXHIBIT A  -  PSI GROUP
     EXHIBIT B  -  TRANSFERRED EQUIFAX ASSETS
     EXHIBIT C  -  EQUIFAX THIRD PARTY AGREEMENTS - TRANSFERS
     EXHIBIT D  -  EQUIFAX THIRD PARTY AGREEMENTS - RIGHTS GRANTED
     EXHIBIT E  -  TRANSFERRED PSI ASSETS
     EXHIBIT F  -  PSI THIRD PARTY AGREEMENTS - TRANSFERS
     EXHIBIT G  -  PSI THIRD PARTY AGREEMENTS - RIGHTS GRANTED
     EXHIBIT H  -  SPECIFIED EQUIFAX LIABILITIES
     EXHIBIT I  -  SPECIFIED PSI LIABILITIES
     EXHIBIT J  -  LICENSED EQUIFAX MATERIALS
     EXHIBIT K  -  LICENSED PSI MATERIALS
     EXHIBIT L  -  UTILITY SOFTWARE PROGRAMS
     EXHIBIT M  -  JOINTLY OWNED IP ASSETS

                                       2
<PAGE>

                        INTELLECTUAL PROPERTY AGREEMENT


     THIS INTELLECTUAL PROPERTY AGREEMENT ("Agreement"), dated as of
________________, 2001, is entered into by Equifax Inc., a Georgia corporation
("Equifax"), and Equifax PS, Inc., a Georgia corporation ("PSI").

     BACKGROUND

     A.  PSI is a wholly owned subsidiary of Equifax formed among other reasons
for the purpose of taking title to the intellectual property assets and assuming
the associated liabilities related to the business operations of the PSI Group
(as defined below).

     B.  The Board of Directors of Equifax has determined that it is in the best
interests of Equifax and its shareholders to transfer, assign and/or license to
PSI and Designated PSI Members (defined below), as part of the contribution to
the capital of PSI, certain intellectual property assets used in the business
operations of the PSI Group as described herein and currently utilized to
operate the PSI Business (as defined below), and to receive in exchange therefor
the consideration described in the Distribution Agreement (as defined below).

     C.  The Board of Directors of PSI has determined that it is in the best
interests of PSI and its shareholders to transfer, assign and/or license to
Equifax and Designated Equifax Members (defined below) certain intellectual
property assets.

     D.  The parties intend that the Distribution (as defined in the
Distribution Agreement) not be taxable to Equifax or its shareholders pursuant
to Section 355 of the Code (as defined below).

     E.  Equifax and its Affiliates (as defined below) own certain intellectual
property that is used in, or may be useful in, the conduct of the business
operations of the Equifax Group (as defined below) and/or the PSI Group.
Equifax and PSI have determined that subject to the terms herein: (1) ownership
of certain of such intellectual property shall be transferred to the entity
specified in this Agreement on or before the Distribution Date (as defined
below); (2) certain intellectual property owned by Equifax and/or its Affiliates
shall be licensed to the entity(ies) specified in this Agreement on or before
the Distribution Date; and (3) the respective rights and obligations of Equifax
and/or its Affiliates under certain Third Party Agreements shall be acquired,
assumed or otherwise transferred to the entity(ies) specified in this Agreement,
subject to the consent of the applicable Third Party Provider.

     F.  The parties have determined that it is necessary and desirable to
describe the principal transactions required to effect the allocation of their
respective intellectual property rights in conjunction with the Distribution and
to set forth other agreements that will govern certain other matters regarding
the parties' respective intellectual property rights following the Distribution.

                                       3
<PAGE>

     NOW, THEREFORE, in consideration of the foregoing premises, the mutual
agreements and covenants contained in this Agreement, and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

Section 1.1.  Definitions

     As used herein, the following terms have the following meanings:

     (a)  "Action" means any claim, suit, arbitration, inquiry, proceeding or
investigation by or before any court, governmental or other regulatory or
administrative agency or commission or any other tribunal.

     (b)  "Affiliate" means, with respect to Equifax, any Person, which, whether
directly or indirectly, is Controlled by or is under common Control with
Equifax prior to the Distribution Date.

     (c)  "Ancillary Agreements" means all of the written agreements,
instruments, understandings, assignments or other arrangements entered into in
connection with the transactions contemplated hereby, including without
limitation, the Distribution Agreement, Intercompany Data Purchase Agreement and
Transition Support Agreement.

     (d)  "Closing Date" means the date designated by the Board of Directors of
Equifax to effect the transactions described in this Agreement.

     (e)  "Code" means the Internal Revenue Code of 1986, as amended.

     (f)  "Company Information" means collectively the Proprietary Information
and the Confidential Information of the disclosing party. Company Information
also includes information that has been disclosed to Equifax or any of its
Affiliates prior to the Distribution Date, or to any member of either Group
after the Distribution Date, by a third party subject to an obligation to treat
such information as confidential or secret.

     (g)  "Confidential Information" means any and all confidential business
information of the disclosing party that does not constitute Proprietary
Information and that is the subject of efforts by the disclosing party that are
reasonable under the circumstances to maintain its secrecy and confidentiality,
including without limitation, the existence and nature of the relationship
between the parties, employees of the disclosing party, and any and all
additional information disclosed by the disclosing party to the receiving party
as a result of the receiving party's access to and presence at the disclosing
party's facilities.

     (h)  "Control" means the ownership, directly or indirectly, of more than
fifty percent (50%) of the voting shares of an entity, or otherwise possession,
directly or indirectly, of the

                                       4
<PAGE>

power to direct or cause the direction of the management and policies of an
entity, or the power to veto major policy decisions of any such entity, whether
through the ownership of voting securities by contract, or otherwise.

     (i)  "Derivative Work" means a work based on one or more pre-existing
works, including without limitation, a condensation, transformation, expansion
or adaptation, that would constitute a copyright infringement if prepared
without authorization of the owner of the copyright of such pre-existing work.

     (j)  "Designated PSI Member" means a member of the PSI Group, as designated
by PSI in its sole discretion from time to time.

     (k)  "Designated Equifax Member" means a member of the Equifax Group, as
designated by Equifax in its sole discretion from time to time.

     (l)  "Disputes" has the meaning given in Section 11.10.

     (m)  "Distribution Agreement" means that certain Distribution Agreement
entered into on or prior to the Distribution Date between Equifax and PSI, as
amended from time to time.

     (n)  "Distribution Date" means the day as of which the Distribution shall
be effective, as determined by the Board of Directors of Equifax.

     (o)  "Divested Business" means the sale or other transfer of a member of
either Group, or a portion of the business operations of any such member, to an
unrelated third party after the Distribution Date.

     (p)  "Equifax Business" means the businesses now or formerly conducted by
Equifax and its present and former Affiliates, other than the PSI Business,
on the Distribution Date.

     (q)  "Equifax Continued Use Materials" means software or other assets
(other than Transferred Assets) owned by a member of the PSI Group that satisfy
each of the following criteria: (i) such assets were used in the Equifax
Business by a member of the Equifax Group (or by a third party for the benefit
of the Equifax Group) during the twelve (12) calendar months prior to the
Distribution Date and for which a continuing business requirement exists on the
Distribution Date, and (ii) such assets or the services, information or
deliverables produced with such assets (A) are not made commercially available
by the PSI Group to third parties on or after the Distribution Date, and (B) are
not made available to the Equifax Group after the Distribution Date pursuant to
the Intercompany Data Purchase Agreement or the Transition Support Agreement.

     (r)  "Equifax Enhancements" means software and/or associated documentation
created by or for any member of the Equifax Group on or after the Distribution
Date, that provides processing capabilities, functionality or efficiencies,
maintenance, bug fixes or updates not contained in the Transferred PSI Assets on
the Distribution Date and which is intended for use with and requires a portion
of the Transferred PSI Assets in order to function properly.

                                       5
<PAGE>

     (s)  "Equifax Group" means Equifax and its Affiliates existing on the
Distribution Date and as modified from time to time thereafter, excluding
all members of the PSI Group.

     (t)  "Equifax Indemnitees" has the meaning given in Section 7.1.

     (u)  "Equifax Liabilities" means all unsatisfied Liabilities, whether
arising before, on or after the Distribution Date, based upon or arising out of
the use or possession by the Equifax Group or ownership of the Transferred PSI
Assets or the Licensed PSI Materials.

     (v)  "Equifax Marks" mean the Marks owned by Equifax or its Affiliates.

     (w)  "Equifax Third Party Use Rights" means the rights granted to or
secured for PSI or the Designated PSI Member pursuant to Section 3.1(a)(ii).

     (x)  "Group" means the PSI Group and/or the Equifax Group.

     (y)  "Indemnifiable Losses" has the meaning given in Section 7.1.

     (z)  "Indemnified Party" has the meaning given in Section 8.1.

     (aa) "Indemnifying Party" has the meaning given in Section 8.1.

     (bb) "Intercompany Data Purchase Agreement" means that certain Intercompany
Data Purchase Agreement entered into on or prior to the Distribution Date
between Equifax and PSI, as amended from time to time.

     (cc) "IP Assets" means all intellectual property rights in and to any
ideas, trade secrets, specifications, designs, masks, mask works, copyrights,
patents, Marks and other proprietary rights, of every kind and description,
wherever located, including without limitation, all electronic circuit designs,
works of authorship, databases, compositions of matter, computer software,
algorithms, and works of authorship expressing such algorithms.

     (dd) "Jointly Owned IP Assets" shall mean those assets that are jointly
owned by one or more members of the Equifax Group and one or more members of the
PSI Group, as set forth on Exhibit M.

     (ee) "Liabilities" means any and all claims, debts, liabilities and
obligations, absolute or contingent, matured or not matured, liquidated or
unliquidated, accrued or unaccrued, known or unknown, whenever arising, with
respect to a specified object, matter, contract, commitment or undertaking,
including without limitation, all claims, debts, liabilities and obligations
arising under any law, rule, regulation, action, order or consent decree of any
governmental entity or any award of any arbitrator of any kind, related thereto
or arising under any contract, commitment or undertaking relating to such
specified object, matter, contract, commitment or undertaking.

     (ff) "Licensed Equifax Materials" means those IP Assets identified on
Exhibit J.

                                       6
<PAGE>

     (gg) "Licensed PSI Materials" means those IP Assets identified on Exhibit
K.

     (hh) "Licensed Materials" means the Licensed PSI Materials and/or Licensed
Equifax Materials.

     (ii) "Marks" means trademarks, service marks, domain names, tradenames, and
other slogans, designs and distinctive advertising, whether or not registered or
filed with any governmental agency.

     (jj) "Person" means an individual, partnership, joint venture, association,
corporation, limited liability company, trust or any other legal entity.

     (kk) "Proprietary Information" means all non-public information whether
tangible or intangible related to the services or business of the disclosing
party that (i) derives economic value, actual or potential, from not being
generally known to or readily ascertainable by another Person who can obtain
economic value from its disclosure or use; and (ii) is the subject of efforts by
the disclosing party that are reasonable under the circumstances to maintain its
secrecy, including without limitation, (A) marking any information reduced to
tangible form clearly and conspicuously with a legend identifying its
confidential or proprietary nature; (B) identifying any oral communication as
confidential immediately before, during, or after such oral communication; or
(C) otherwise treating such information as confidential or secret. Assuming the
criteria in clauses (i) and (ii) above are met, Proprietary Information includes
information, without regard to form, including, but not limited to, technical
and nontechnical data, databases, formulas, patterns, designs, compilations,
computer programs and software, devices, inventions, methods, techniques,
drawings, processes, financial data, financial plans, product plans, lists of
actual or potential customers and suppliers (which are not commonly known by or
available to the public), research, development, and existing and future
products.

     (ll) "PSI Business" means the businesses conducted by the members of the
PSI Group as of the Distribution Date.

     (mm) "PSI Continued Use Materials" means software or other assets (other
than Transferred Assets) owned by a member of the Equifax Group that satisfy
each of the following criteria: (i) such assets were used in the PSI Business by
a member of the PSI Group (or by a third party for the benefit of the PSI Group)
during the twelve (12) calendar months prior to the Distribution Date and for
which a continuing business requirement exists on the Distribution Date, and
(ii) such assets or the services, information or deliverables produced with such
assets (A) are not made commercially available by the Equifax Group to third
parties on or after the Distribution Date, and (B) are not made available to the
PSI after the Distribution Date pursuant to the Intercompany Data Purchase
Agreement or the Transition Support Agreement.

     (nn) "PSI Enhancements" means software and/or associated documentation
created by or for any member of the PSI Group on or after the Distribution Date,
that provides processing capabilities, functionality or efficiencies,
maintenance, bug fixes or updates not contained in the

                                       7
<PAGE>

Transferred Equifax Assets on the Distribution Date and which is intended for
use with and requires a portion of the Transferred Equifax Assets in order to
function properly.

     (oo) "PSI Group" means the entities set forth on Exhibit A and any of their
respective subsidiaries.

     (pp) "PSI Indemnitees" has the meaning given in Section 7.2.

     (qq) "PSI Liabilities" means all unsatisfied Liabilities, whether arising
before, on or after the Distribution Date, based upon or arising out of the use
or possession by the PSI Group or ownership of the Transferred Equifax Assets,
the Licensed Equifax Materials or the Equifax Marks.

     (rr) "PSI Third Party Use Rights" means the rights granted to or secured
for Equifax or the Designated Equifax Member pursuant to Section 3.1(b)(ii).

     (ss) "Representatives" means, individually and collectively, officers,
directors, employees, agents, and/or independent contractors of the members of
the Group.

     (tt) "Required Consents" means any consents or approvals required to be
obtained

     (i) to allow the transfer of any assets to and the assumption of the
obligations attendant therewith by a party and release of the transferring party
from such obligations; (ii) to allow a party to assume financial, support,
operational, management and/or administrative responsibility for the Third Party
Rights utilized in the operation of the Equifax Business or PSI Business,
respectively; (iii) for the licensing, transfer and/or grant of the rights to
the Equifax Group or PSI Group, respectively, to use the Third Party Rights as
contemplated by this Agreement; and/or (iv) for a party to have access to and
use of the space, equipment, software and/or third party services provided under
the Third Party Agreements entered into by the other party as contemplated by
this Agreement.

     (uu) "Third Party Agreements" means agreement, contracts or arrangements
between Equifax or its Affiliates and a Third Party Provider.

     (vv) "Third Party Claim" has the meaning given in Section 8.2.

     (ww) "Third Party Provider" means a Person other than a member of either
Group that provides products, software, services, maintenance and/or support to
Equifax or one or more of its Affiliates.

     (xx) "Third Party Rights" means rights granted to Equifax and/or the
Affiliates pursuant to a Third Party Agreement, including (i) all service,
support and maintenance rights related thereto or attendant therewith, and (ii)
all contractual rights, commitments, undertakings and obligations (including
service, data processing, support and maintenance rights and obligations)
attendant therewith or directly related thereto.

                                       8
<PAGE>

     (yy)  "Third Party Use Rights" means the respective Equifax Third Party Use
Rights and PSI Third Party Use Rights.

     (zz)  "Transferred Assets" means the Transferred Equifax Assets and
Transferred PSI Assets.

     (aaa) "Transferred Equifax Assets" means the assets to be transferred to
PSI or the Designated PSI Members as described in Section 2.1.

     (bbb)  "Transferred Equifax Third Party Agreements" means the Third Party
Agreements, the rights and obligations of which are to be transferred to a
Designated PSI Member pursuant to Section 3.1(a)(i).

     (ccc)  "Transferred PSI Assets" means the assets to be transferred to
Equifax or the Designated Equifax Members as described in Section 2.2.

     (ddd)  "Transferred PSI Third Party Agreements" means the Third Party
Agreements, the rights and obligations of which are to be transferred to Equifax
or a Designated Equifax Member pursuant to Section 3.1(b)(i).

     (eee)  "Transferred Third Party Agreements" means the respective
Transferred Equifax Third Party Agreements and/or the PSI Transferred Third
Party Agreements.

     (fff)  "Transition Support Agreement" means that certain Transition Support
Agreement entered into on or prior to the Distribution Date between Equifax and
PSI, as amended from time to time.

     (ggg)  "Utility Software Programs" means the software programs set forth on
Exhibit L.

                                  ARTICLE II

                  CONVEYANCE OF CERTAIN ASSETS; ASSUMPTION OF
                              CERTAIN LIABILITIES

     Section 2.1.  Transferred Equifax Assets.

     As of the Distribution Date, and subject to Sections 2.3 and 2.4 and
Article III hereof, Equifax agrees, at its expense, to transfer, or cause to be
transferred, to PSI or to the Designated PSI Member all right, title and
interest held by Equifax and/or its Affiliates as of the Distribution Date in
and to each of the assets identified on Exhibit B hereto, subject to the
retained rights described therein.  Except as set forth on Exhibit B, no other
assets (other than Transferred Equifax Third Party Agreements) are being
transferred by Equifax (or a member of the Equifax Group) pursuant to this
Agreement.

     Section 2.2.  Transferred PSI Assets.

                                       9
<PAGE>

     As of the Distribution Date, and subject to Sections 2.3 and 2.4 and
Article III hereof, PSI agrees to transfer, or cause to be transferred, to
Equifax or to the Designated Equifax Member all right, title and interest held
by a member of the PSI Group as of the Distribution Date in and to each of the
assets identified on Exhibit E, subject to the retained rights described
therein.  Except as set forth on Exhibit E, no other assets (other than
Transferred PSI Third Party Agreements) are being transferred by PSI (or a
member of the PSI Group) pursuant to this Agreement.

     Section 2.3.  Assumption of Liabilities.

     (a)  As of the Distribution Date, Equifax shall, or shall cause the
Designated Equifax Member to, assume all payment and performance obligations
attendant with the Transferred PSI Assets and the Equifax Liabilities,
including, without limitation, the Liabilities identified on Exhibit H.

     (b)  As of the Distribution Date, PSI shall, or shall cause the Designated
PSI Member to, assume all payment and performance obligations attendant with the
Transferred Equifax Assets and the PSI Liabilities, including, without
limitation, the Liabilities identified on Exhibit I.

     Section 2.4.  Completion of Transactions.

     (a)  In the event that any conveyance of a Transferred Asset, Transferred
Third Party Agreement, or the provision of a Third Party Right or Third Party
Use Right, or assumption of any Liability, required by this Agreement is not
effected on the Distribution Date, the obligation to transfer such Transferred
Asset or Transferred Third Party Agreement, provide such Third Party Right or
Third Party Use Right, and assume such Liability shall continue past the
Distribution Date and shall be effected by the parties as soon thereafter as
practicable.

     (b)  If any Transferred Asset or Transferred Third Party Agreement may not
be transferred or acquired for by reason of a requirement to obtain a Required
Consent or any other approval of any third party and such Required Consent or
other approval has not been obtained by the Distribution Date, then such
Transferred Asset or Transferred Third Party Agreement shall not be transferred
or acquired until such Required Consent or other approval has been obtained.
Equifax and PSI shall, and as the case may be, shall cause the member of its
respective Group which is the holder of such Transferred Asset or Transferred
Third Party Agreement prior to transfer, to use all reasonable efforts to
provide to the designated member of the other Group all the rights and benefits
under such Transferred Asset or Transferred Third Party Agreement and cause such
holder to enforce such Transferred Asset or Transferred Third Party Agreement
for the benefit of such member of the other Group; provided, however, that the
foregoing obligation shall not, in any way, require Equifax, PSI or any member
of a respective Group to breach any Transferred Third Party Agreement or incur
or suffer any liability with respect to any Transferred Third Party Agreement.
Moreover, if any transfer of a Transferred Asset or Transferred Third Party
Agreement or provision of a Third Party Right or Third Party Use Right, is not
completed by the Distribution Date in accordance with this Agreement for any
reason, Equifax and PSI shall, and shall cause the members of its Group to,
cooperate in achieving a reasonable alternative arrangement for the affected
members of the Groups to obtain the

                                       10
<PAGE>

economic and operational equivalent of the intended transfer of such Transferred
Asset or Third Party Agreement and/or provision of such Third Party Right or
Third Party Use Right, and assumption of the attendant Liabilities, with minimum
interference to such members' business operations until such transfer of such
Transferred Asset or Third Party Agreement, and/or provision of such Third Party
Right or Third Party Use Right, is completed. The costs payable to third parties
that are not members of either Group to achieve any such reasonable alternative
arrangement shall be the financial responsibility of Equifax.

     (c)  From time to time on and after the Distribution Date, each party shall
promptly transfer, and cause the appropriate members of its Group promptly to
transfer, to the other party, or the designated member of the other party's
Group, any property and other benefits received by such party, or the members of
its Group, that are intended to be or are a Transferred Asset or Transferred
Third Party Agreement of the other party under this Agreement. Without limiting
the foregoing, funds received by a member of either Group that belong to a
member of the other Group (whether by payment of accounts receivable, credits,
rebates or other amounts, however described) shall be delivered to the other
Group by wire transfer not more than five (5) business days after receipt of
such payment.

                                  ARTICLE III

                            THIRD PARTY AGREEMENTS

     Section 3.1.  Third Party Agreements.

     (a)  Equifax shall (i) transfer, or cause to be transferred, PSI or to a
Designated PSI Member, the rights and obligations of Equifax and its Affiliates
in and to the Third Party Agreements identified on Exhibit C (including all
Third Party Rights related thereto) and (ii) grant rights to or secure rights
(including rights as an "authorized user") for PSI or the Designated PSI Member
under the Third Party Agreements identified on Exhibit D, subject to the payment
obligations or other terms set forth on Exhibit D.

     (b)  PSI shall (i) transfer, or cause to be transferred, to Equifax or to a
Designated Equifax Member, the rights and obligations of the members of the PSI
Group in and to the Third Party Agreements identified on Exhibit F (including
all Third Party Rights related thereto) and (ii) grants rights to or secure
rights (including rights as an "authorized user") for Equifax or a Designated
Equifax Member under the Third Party Agreements identified on Exhibit G, subject
to the payment obligations or other terms set forth on Exhibit G.

     Section 3.2.  Required Consents.

     (a)  Equifax with respect to Transferred Equifax Third Party Agreements and
Equifax Third Party Use Rights, and PSI with respect to Transferred PSI Third
Party Agreements and PSI Third Party Use Rights, shall, or shall cause the
appropriate member of its respective Group to, use its reasonable commercial
efforts to obtain the grant to the appropriate member of the other Group, the
Required Consents from the Third Party Providers under such respective Third
Party

                                       11
<PAGE>

Agreements as necessary to effect the provisions of this Agreement. Each party
will provide the other party with advice on its experience and agreements with
the Third Party Providers with regard to obtaining any Required Consent under
such Third Party Agreements. Equifax and PSI will each have management and
administrative responsibilities for obtaining all Required Consents required as
of the Distribution Date to which a member of its respective Group is a party.
Equifax shall have the right of prior approval of the terms upon which all
Required Consents are obtained.

     (b)  Equifax shall bear the costs payable to third parties that are not
members of either Group, if any, of obtaining all Required Consents, including
without limitation, all charges and fees related to obtaining the Required
Consents for the Transferred Third Party Agreements and Third Party Use Rights.

     (c)  Equifax and PSI shall use reasonable commercial efforts to obtain all
Required Consents with regard to Transferred Third Party Agreements and Third
Party Use Rights within one hundred eighty (180) days after the Distribution
Date, unless otherwise agreed by the parties in writing. Until all Required
Consents are obtained, Equifax and PSI shall each periodically publish a list
setting forth the status of each Required Consent for which a member of its
respective Group is the contracting party immediately prior to the Distribution
Date. Equifax and PSI shall timely cooperate with each other in order to
facilitate the proper and timely publication of such periodic Required Consents
list. If any Required Consent is not obtained with respect to any of the Third
Party Agreements or Third Party Use Rights, the parties shall cooperate with
each other in achieving a reasonable alternative arrangement for the affected
Group to continue to process its work with minimum interference to its business
operations until such Required Consents are obtained, including without
limitation, implementing the provisions of Section 2.4(b). The cost payable to
third parties that are not a member of either Group of achieving such reasonable
alternative arrangements with respect to Third Party Rights that are a part of
the Transferred Assets or Transferred Third Party Agreements shall be borne by
Equifax.

     (d)  The financial obligations of Equifax under Sections 3.2(b) and (c) for
Required Consents and alternative arrangements, shall terminate with respect to
all such Required Consents and alternative arrangements not identified by the
parties to each other in a writing within twelve (12) months after the
Distribution Date, and for all Required Consents and alternative arrangements
identified thereafter, all such financial obligations shall be borne by the
party needing the Required Consent or alternative arrangement to operate under
or take assignment of the Third Party Agreement or to obtain such Third Party
Right for which such Required Consent or alternative arrangement is required.

     (e)  After the Distribution Date, except as set forth in Sections 3.2(b)
and 3.2(c) for Required Consents and alternative arrangements, Equifax and PSI
shall each bear financial responsibility and pay the Third Party Providers,
under all Transferred Third Party Agreements transferred to its respective Group
pursuant to Sections 3.1(a)(i) and 3.1(b)(i) above.

                                       12
<PAGE>

     Section 3.3.  Discharge of Liabilities.

     (a)  PSI agrees that on and after the Distribution Date it will timely pay,
perform and discharge, or cause to be timely paid, performed and discharged, all
of the PSI Liabilities.

     (b)  Equifax agrees that on and after the Distribution Date it will timely
pay, perform and discharge, or cause to be timely paid, performed and
discharged, all of the Equifax Liabilities.


                                  ARTICLE IV

                              LICENSED MATERIALS

     Section 4.1.  Grant of Licenses by Equifax.

     (a)  Equifax hereby grants, and will cause the other members of the Equifax
Group to grant, to PSI a license to use the Licensed Equifax Materials in
accordance with and subject to the permitted use restrictions and other terms
set forth next to each identified Licensed Equifax Material on Exhibit J. Unless
Exhibit J provides otherwise, each identified Licensed Equifax Material shall be
fully paid, non-exclusive, perpetual, worldwide, non-transferable and, with
respect to licenses of software, shall include both source code and object code,
and shall entitle PSI to use, modify, copy, improve, create Derivative Works and
PSI Enhancements, and, subject to the following, sublicense such Licensed
Equifax Material:

                   (i)   PSI shall not sublicense, or otherwise disclose or
                         distribute, or permit any Person to use, the Licensed
                         Equifax Materials, except in accordance with Section
                         4.1(b);

                   (ii)  PSI shall hold the Licensed Equifax Materials in strict
                         confidence; will not remove or destroy any proprietary
                         markings of the Equifax Group on or contained in the
                         Licensed Equifax Materials; and will include the
                         copyright and patent notices of the licensor as
                         specified from time to time by the licensor for the
                         Licensed Equifax Materials on and in all copies of the
                         Licensed Equifax Materials;

                   (iii) PSI shall not export or re-export the Licensed Equifax
                         Materials without the appropriate United States or
                         foreign government licenses; and

                   (iv)  all sublicenses from PSI to members of the PSI Group
                         (A) shall contain the rights and restrictions set forth
                         in this Section 4.1(a) with respect to the license
                         granted to PSI and comply with Sections 4.1(b) through
                         (d) hereof and (B) shall be diligently enforced by PSI.

     (b)  The sublicense rights granted to PSI pursuant to Section 4.1(a)
include the right for PSI to grant sublicenses to the Licensed Equifax Materials
to the members of the PSI Group,

                                       13
<PAGE>

which sublicenses may include the right to further sublicense such Licensed
Equifax Materials to such Group member's customers solely for each such
customer's internal business purposes to the extent related to the PSI Business.
All sublicensing by PSI and other members of the PSI Group to their customers
shall be pursuant to written agreements with such customer, executed before or
at the time of furnishing each copy of the Licensed Equifax Materials to such
customer, and which provide at a minimum that such customer:

                   (i)   receives only a personal, non-transferable and
                         nonexclusive right to use such copy of the Licensed
                         Equifax Materials;

                   (ii)  receives no title in the intellectual property
                         contained in the Licensed Equifax Materials;

                   (iii) will not copy the Licensed Equifax Materials, except as
                         necessary to use such Licensed Equifax Materials in
                         accordance with the license grant and to make one
                         archival copy;

                   (iv)  will not export or re-export the Licensed Equifax
                         Materials without the appropriate United States or
                         foreign government licenses;

                   (v)   will hold the Licensed Equifax Materials in confidence;
                         will not reverse compile or disassemble the Licensed
                         Equifax Materials; will not remove or destroy any
                         proprietary markings of the Group on or contained in
                         the Licensed Equifax Materials, and will include the
                         copyright and patent notices of the licensor as
                         specified from time to time by the licensor for the
                         Licensed Equifax Materials on and in all copies of the
                         Licensed Equifax Materials; and

                   (vi)  will not sublicense, assign or otherwise transfer the
                         Licensed Equifax Materials to any other Person.

     (c)  In the event any member of the PSI Group sublicenses any portion of
the Licensed Equifax Materials to any third party pursuant to Section 4.1(a) and
(b) above, PSI agrees to ensure that such member shall diligently enforce the
terms and conditions of all sublicenses granted pursuant to this Section 4.1.

     (d)  In the event that PSI, or another member of the PSI Group, shall enter
into a Divested Business transaction with respect to the PSI Group, and the
scope of permitted use or other terms applicable to the Licensed Equifax
Materials under the license or sublicenses granted in this Section 4.1 are
required to be modified to effect such transaction, Equifax will, or will cause
the sublicensor under the applicable sublicense to, agree to such modifications
to the extent (i) required for the transaction to be effected and (ii) not
materially detrimental to the interests of the Equifax Group. Such modifications
shall not be effective until the Divested Business or the acquiror thereof, as
required by Equifax, has entered into a license agreement with the appropriate
member of the Equifax Group incorporating the terms of Section 4.1 and Section
4.2

                                       14
<PAGE>

and such other terms as Equifax reasonably deems appropriate for the protection
of its interests in the Licensed Equifax Materials.

     (e)  Without limiting the foregoing, Equifax hereby grants, and will cause
the other members of the Equifax Group to grant, to PSI a fully paid, non-
exclusive, perpetual, worldwide, transferable license to use, modify, improve,
create Derivative Works and PSI Enhancements from, and sublicense, the Utility
Software Programs (in both object and source code format) identified on Exhibit
L as being owned by Equifax or a member of the Equifax Group for any and all
fields of use and to any and all Persons.

     (f)  The Licensed Equifax Materials may be marketed under such name and in
such manner as PSI chooses, consistent with the terms and conditions of this
Agreement.

     (g)  Except for the PSI Group's rights described in Section 4.1(a), (b) and
(e) above, the Equifax Group's rights in and to the Licensed Equifax Materials
(and the applicable Utility Software Programs) shall be and remain the exclusive
property of Equifax or the Designated Equifax Member.

     Section 4.2.  Ownership of Enhancements by PSI.

     (a)  Unless Exhibit J provides otherwise, PSI, or the Designated PSI
Member, shall own all the modifications and improvements to, and the PSI
Enhancements and/or Derivative Works made from, the Licensed Equifax Materials
developed by any member of the PSI Group, or by any party other than a member of
the Equifax Group at the expense of the PSI Group. Equifax hereby assigns, and
shall cause each member of the Equifax Group to assign, to PSI, or the
Designated PSI Member, all right, title and interest it may hold in such
modifications, improvements, PSI Enhancements and Derivative Works. PSI shall,
or shall cause the Designated PSI Member to, have the right to make and file all
applications and other documents required to register the copyright(s) and file
for patents for such modifications, improvements, PSI Enhancements and
Derivative Works in its discretion and at its sole cost and expense.

     (b)  Should PSI elect to file any application for the registration,
perfection or protection of any modifications, improvements, PSI Enhancements or
Derivative Works described in Section 4.2(a), under any copyright, patent or
other law of any country or jurisdiction, Equifax will, at the request and
expense of PSI, do all things and sign all documents or instruments reasonably
necessary in the opinion of PSI to assist in the registration of such claims,
file such applications, and obtain, defend and enforce such copyright, patent,
mask work and other rights.

     (c)  Subject to the license rights granted in Section 4.1, the Licensed
Equifax Materials shall be and shall remain the sole and exclusive property of
the Equifax Group and the members of the Equifax Group may make any internal use
and may commercially exploit any enhancements to the Licensed Materials made or
caused to be made by members of the Equifax Group, as they shall deem
appropriate without any obligation to any member of the PSI Group or other
restriction. The Equifax Group may in particular distribute and manufacture, or
cause to be

                                       15
<PAGE>

manufactured or distributed by any third party, any such enhancements and/or the
Licensed Equifax Materials.

     Section 4.3.  License to Marks.

     (a)  Equifax hereby grants, and will cause each member of the Equifax Group
to grant, to PSI and each member of the PSI Group a fully paid, non-exclusive,
worldwide, non-transferable right to continue to use the Equifax Marks employed
in the PSI Business, but only to the extent such Equifax Marks were displayed by
the PSI Group prior to the Distribution Date (a) on the Transferred Equifax
Assets, (b) on premises jointly occupied with Equifax, and (c) on letterhead,
product and services documentation, invoices, software programs, packaging and
similar materials used by the members of the PSI Group, and such Equifax Marks
are used in accordance with the guidelines for usage of the Equifax Marks
published and amended by Equifax from time to time. PSI will terminate the use
of such Equifax Marks as soon as commercially practical but in any event within
twelve (12) months after the Distribution Date.

     (b)  PSI hereby grants, and will cause each member of the PSI Group to
grant, to Equifax and each member of the Equifax Group a fully paid, non-
exclusive, worldwide, non-transferable right to continue to use the Marks that
were owned immediately prior to the Distribution Date by a member of the PSI
Group and employed in the Equifax Business, but only to the extent such Marks
were displayed by the Equifax Group prior to the Distribution Date (a) on assets
owned by Equifax or any member of the Equifax Group (other than the Transferred
Assets), (b) on premises jointly occupied with one or more members of the PSI
Group, and (c) on letterhead, product and services documentation, invoices,
software programs, packaging and similar materials used by the members of the
Equifax Group, and such Marks are used in accordance with the same guidelines
for usage as the Equifax Marks as described in subsection (a) above. Equifax
will terminate the use of such Marks as soon as commercially practical but in
any event within twelve (12) months after the Distribution Date.

     Section 4.4.  Grant of License by PSI.

     (a)  PSI hereby grants, and will cause the other members of the PSI Group
to grant, to Equifax a license to use the Licensed PSI Materials in accordance
with and subject to the permitted use restrictions and other terms set forth
next to each identified Licensed PSI Material on Exhibit K. Unless Exhibit K
provides otherwise, the license to each Licensed PSI Material shall be fully
paid, non-exclusive, perpetual, worldwide, non-transferable and, with respect to
licenses of software, shall include both source code and object code, and shall
entitle Equifax to use, modify, copy, improve, create Derivative Works and
Equifax Enhancements, and, subject to the following, sublicense the Licensed PSI
Material:

                   (i)   Equifax shall not sublicense, or otherwise disclose or
                         distribute, or permit any Person to use, the Licensed
                         PSI Materials, except in accordance with Section
                         4.4(b);

                                       16
<PAGE>

                   (ii)  Equifax shall hold the Licensed PSI Materials in strict
                         confidence; will not remove or destroy any proprietary
                         markings of the PSI Group on or contained in the
                         Licensed PSI Materials; and will include the copyright
                         and patent notices of the licensor as specified from
                         time to time by the licensor for the Licensed PSI
                         Materials on and in all copies of the Licensed PSI
                         Materials;

                   (iii) Equifax shall not export or re-export the Licensed PSI
                         Materials without the appropriate United States or
                         foreign government license; and

                   (iv)  all sublicenses from Equifax to members of the Equifax
                         Group (A) shall contain the rights and restrictions set
                         forth in this Section 4.4(a) with respect to the
                         license granted to Equifax and comply with Sections
                         4.4(b) through (d) hereof and (B) shall be diligently
                         enforced by Equifax.

     (b)  The sublicense rights granted to Equifax pursuant to Section 4.4(a)
include the right for Equifax to grant sublicenses to the Licensed PSI Materials
to the members of the Equifax Group, which sublicenses may include the right to
further sublicense such Licensed PSI Materials to such Group member's customers
solely for each such customer's internal business purposes to the extent related
to the Equifax Business. All sublicensing by Equifax and other members of the
Equifax Group to their customers shall be pursuant to written agreements with
such customer, executed before or at the time of furnishing each copy of the
Licensed PSI Materials to such customer, and which provide at a minimum that
such customer:

                   (i)   receives only a personal, non-transferable and
                         nonexclusive right to use such copy of the Licensed PSI
                         Materials;

                   (ii)  receives no title in the intellectual property
                         contained in the Licensed PSI Materials;

                   (iii) will not copy the Licensed PSI Materials, except as
                         necessary to use such Licensed PSI Materials in
                         accordance with the license grant and to make one
                         archival copy;

                   (iv)  will not export or re-export the Licensed PSI Materials
                         without the appropriate United States or foreign
                         government licenses;

                   (v)   will hold the Licensed PSI Materials in confidence;
                         will not reverse compile or disassemble the Licensed
                         PSI Materials; will not remove or destroy any
                         proprietary markings of the Group on or contained in
                         the Licensed PSI Materials; and will include the
                         copyright and patent notices of the licensor as
                         specified from time to time by the licensor for the
                         Licensed PSI Materials on and in all copies of the
                         Licensed PSI Materials; and

                                       17
<PAGE>

                   (vi)  will not sublicense, assign or otherwise transfer the
                         Licensed PSI Materials to any other Person.

     (c)  In the event any member of the Equifax Group sublicenses any portion
of the Licensed PSI Materials to any third party pursuant to Section 4.4(a) and
(b) above, Equifax agrees to ensure that such member shall diligently enforce
the terms and conditions of all sublicenses granted pursuant to this Section
4.4.

     (d)  In the event that Equifax, or another member of the Equifax Group,
shall enter into a Divested Business transaction with respect to the Equifax
Group, and the scope of permitted use or other terms applicable to the Licensed
PSI Materials under the license or sublicenses granted in this Section 4.4 are
required to be modified to effect such transaction, PSI will, or will cause the
sublicensor under the applicable sublicense to, agree to such modifications to
the extent (i) required for the transaction to be effected and (ii) not
materially detrimental to the interests of the PSI Group. Such modifications
shall not be effective until the Divested Business or the acquiror thereof, as
required by PSI, has entered into a license agreement with the appropriate
member of the PSI Group incorporating the terms of Section 4.4 and Section 4.5
and such other terms as PSI reasonably deems appropriate for the protection of
its interests in the Licensed PSI Materials.

     (e)  Without limiting the foregoing, PSI hereby grants, and will cause the
other members of the PSI Group to grant, to Equifax a fully paid, non-exclusive,
perpetual, worldwide, transferable license to use, modify, improve, create
Derivative Works and PSI Enhancements from, and sublicense, the Utility Software
Programs (in both object and source code format) identified on Exhibit L as
being owned by PSI or a member of the PSI Group for any and all fields of use
and to any and all Persons.

     (f)  The Licensed PSI Materials may be marketed under such name and in such
manner as Equifax chooses, consistent with the terms and conditions of this
Agreement.

     (g)  Except for the Equifax Group's rights described in Section 4.4(a), (b)
and (e) above, the PSI Group's rights in and to the Licensed PSI Materials (and
the applicable Utility Software Programs) shall be and remain the exclusive
property of PSI or the Designated PSI Member.

     Section 4.5.  Ownership of Enhancements by Equifax.

     (a)  Unless Exhibit K provides otherwise, Equifax, or the Designated
Equifax Member, shall own all the modifications and improvements to, and the
Equifax Enhancements and/or Derivative Works made from, the Licensed PSI
Materials developed by any member of the Equifax Group, or by any party other
than a member of the PSI Group at the expense of the Equifax Group. PSI hereby
assigns, and shall cause each member of the PSI Group to assign, to Equifax, or
the Designated Equifax Member, all right, title and interest it may hold in such
modifications, improvements, Equifax Enhancements and Derivative Works. Equifax
shall, or shall cause the Designated Equifax Member to, have the right to make
and file all applications and other documents required to register the
copyright(s) and file for patents for such

                                       18
<PAGE>

modifications, improvements, Equifax Enhancements and Derivative Works in its
discretion and at its sole cost and expense.

     (b)  Should Equifax elect to file any application for the registration,
perfection or protection of any modifications, improvements, Equifax
Enhancements or Derivative Works described in Section 4.5(a), under any
copyright, patent or other law of any country or jurisdiction, PSI will, at the
request and expense of Equifax, do all things and sign all documents or
instruments reasonably necessary in the opinion of Equifax to assist in the
registration of such claims, file such applications, and obtain, defend and
enforce such copyright, patent, mask work and other rights.

     (c)  Subject to the license rights granted in Section 4.4, the Licensed PSI
Materials shall be and shall remain the sole and exclusive property of the PSI
Group and the members of the PSI Group may make any internal use and may
commercially exploit any enhancements to the Licensed Materials made or cause to
be made by members of the Equifax Group, as they deem appropriate without any
obligation to any member of the Equifax Group or other restriction. The PSI
Group may in particular distribute and manufacture, or cause to be manufactured
or distributed by any third party, any such enhancements and/or Licensed PSI
Materials.

     Section 4.6.  Data.

     In no event shall any member of the Group be deemed to have been granted
any rights under this Agreement in or to any data owned or maintained by any
other member of the Group, except as specifically provided in Sections 2.1 or
2.2. The respective rights of the members of the Group in and to such data shall
be governed exclusively by Sections 2.1 or 2.2 and the Intercompany Data
Purchase Agreement.

     Section 4.7.  Mutual Obligations.

     (a)  The parties agree and acknowledge that all right, title and interest
in and to any Jointly Owned IP Assets shall be jointly owned by the respective
owners thereof, as identified on Exhibit M. Subject to any applicable provisions
set forth on Exhibit M or a separate agreement between the joint owners thereof
with respect to specific Jointly Owned IP Assets, each respective owner shall
have the right to make, use, sell, copy, distribute, import, develop Derivative
Works or enhancements of, and publicly perform and display, for any purpose, any
Jointly Owned IP Assets without any obligation (including any obligation to
account or pay royalties) or liability to the other owner(s). Any modifications,
enhancements or Derivative Works made by a joint owner to any Jointly Owned IP
Asset shall be owned by the entity that modified, enhanced or created such
Derivative Work from such Jointly Owned IP Asset. Each owner of a Jointly Owned
IP Asset shall (i) have the right to enforce, in any country, all rights
embodied in such Jointly Owned IP Asset, and each other owner thereof agrees (at
its expense) to cooperate in such enforcement action as reasonably requested by
the other owner thereof, and (ii) have the right to file (in the names of all
joint owners, except in the case filings with respect to modifications,
enhancements or Derivative Works) appropriate patent, trademark, copyright or
other applications, in any country, with respect to such Jointly Owned IP
Assets.

                                       19
<PAGE>

     (b)  The parties agree that all Equifax Continued Use Materials or PSI
Continued Use Materials identified prior to or after the Distribution Date shall
be licensed to the Designated Equifax Member or the Designated PSI Member (as
the case may be) pursuant to a separate license agreement or other agreement,
the terms and conditions of which shall be negotiated in good faith by the
respective parties at the time such materials are identified.

     (c)  The parties acknowledge that the Licensed Materials are "intellectual
property" within the meaning of Section 101 of the Federal Bankruptcy Act and
shall be subject to Section 365(n) thereof, all as set forth in the Intellectual
Property Bankruptcy Protection Act, Public Law 100-506, 102 Stat. 2538.

     (d)  In full and complete payment of the licenses granted in this
Agreement, the parties have made the payment described in the Distribution
Agreement as set forth in that Agreement.

     (e)  Each party shall notify the other party of any involuntary attachment
or other judicial process affecting the Licensed Materials.

                                   ARTICLE V

                                  THE CLOSING

     Section 5.1.  Equifax Deliverables.

     On the Closing Date, Equifax will, and/or will cause each member of the
Equifax Group to, deliver to PSI each of the following:

     (a)  Duly executed assignment and assumption agreements necessary for the
assignment and transfer to, and the assumption by PSI of, the Transferred
Equifax Assets and Transferred Equifax Third Party Agreements;

     (b)  Duly executed assignment and assumption agreements necessary for the
assignment and transfer to, and the assumption by Equifax of, the Equifax
Liabilities; and

     (c)  Such other agreements, leases, documents or instruments as the parties
may agree are necessary or desirable in order to achieve the purposes of this
Agreement.

Section 5.2.  PSI Deliverables.

     On the Closing Date, PSI will, and/or will cause each member of the PSI
Group to, deliver to Equifax each of the following:

     (a)  Duly executed assignment and assumption agreements necessary for the
assignment and transfer to, and the assumption by Equifax of, the Transferred
PSI Assets and the Transferred PSI Third Party Agreements;

                                       20
<PAGE>

     (b)  Duly executed assignment and assumption agreements necessary for the
assignment and transfer to, and the assumption by PSI of, the PSI Liabilities;
and

     (c)  Such other agreements, documents or instruments as the parties may
agree are necessary or desirable in order to achieve the purposes of this
Agreement.

     Section 5.3.  Termination.

     If the Closing Date does not occur prior to __________ ___, 2001, this
Agreement shall be terminated.

                                  ARTICLE VI

                        REPRESENTATIONS AND WARRANTIES

     Except as expressly set forth in this Agreement or any Ancillary Agreement,
neither any member of the Equifax Group, nor any member of the PSI Group, has
given or is giving any representation or warranty regarding the assets or
Liabilities retained, transferred, assumed or licensed as contemplated hereby or
thereby, including without limitation, (i) title to the assets, (ii) validity of
the Liabilities, (iii) any lien, claim or other encumbrance affecting the assets
or Liabilities, or (iv) the value of the assets and the amount of the
Liabilities. Except as may be expressly set forth in this Agreement or any
Ancillary Agreement, all assets and Liabilities were, or are being, transferred,
assigned, licensed, assumed, or are being retained, on an "AS IS", "WHERE IS"
basis and the respective transferees, licensees and assignees will bear the
economic and legal risks that any such conveyance (i) shall prove to be
insufficient to vest in the transferee a title that is free and clear of any
lien, claim or other encumbrance, or (ii) shall not constitute an infringement
of a third party's rights.


                                  ARTICLE VII

                                INDEMNIFICATION

     Section 7.1.  PSI Indemnification of the Equifax Group.

     On and after the Distribution Date, PSI shall indemnify, defend and hold
harmless each member of the Equifax Group, and each of their respective
directors, officers, employees and agents (collectively the "Equifax
Indemnitees") from and against any and all damage, loss, liability and expense,
(including without limitation, reasonable expenses of investigation and
reasonable attorneys' fees and expenses in connection with any and all Actions
or threatened Actions) (collectively, "Indemnifiable Losses") incurred or
suffered by any of the Equifax Indemnitees arising in connection with the
failure of PSI, or any other member of the PSI Group, to timely pay, perform or
otherwise discharge, any of the PSI Liabilities or its obligations under this
Agreement.

                                       21
<PAGE>

     Section 7.2.  Equifax Indemnification of the PSI Group.

     On and after the Distribution Date, Equifax shall indemnify, defend and
hold harmless each member of the PSI Group and each of their respective
directors, officers, employees and agents (collectively the "PSI Indemnitees")
from and against any and all Indemnifiable Losses incurred or suffered by any of
the PSI Indemnitees arising in connection with the failure of Equifax, or any
other member of the Equifax Group, to timely pay, perform or otherwise
discharge, any of the Equifax Liabilities or its obligations under this
Agreement or any Ancillary Agreement.

     Section 7.3.  Insurance and Third Party Obligations.

     No insurer or any other third party shall be (a) entitled to a benefit it
would not be entitled to receive in the absence of the foregoing indemnification
provisions, (b) relieved of the responsibility to pay any claims to which it is
obligated, or (c) entitled to any subrogation rights with respect to any
obligation hereunder.

                                 ARTICLE VIII

                          INDEMNIFICATION PROCEDURES

     Section 8.1.  Notice and Payment of Claims.

     If any Equifax or PSI Indemnitee (the "Indemnified Party") determines that
it is or may be entitled to indemnification by a party (the "Indemnifying
Party") under Article VII (other than in connection with any Action or claim
subject to Section 8.2), the Indemnified Party shall deliver to the Indemnifying
Party a written notice specifying, to the extent reasonably practicable, the
basis for its claim for indemnification and the amount for which the Indemnified
Party reasonably believes it is entitled to be indemnified. After the
Indemnifying Party shall have been notified of the amount for which the
Indemnified Party seeks indemnification, the Indemnifying Party shall, within
thirty (30) days after receipt of such notice, pay the Indemnified Party such
amount in cash or other immediately available funds (or reach agreement with the
Indemnified Party as to a mutually agreeable alternative payment schedule)
unless the Indemnifying Party objects to the claim for indemnification or the
amount thereof. If the Indemnifying Party does not give the Indemnified Party
written notice objecting to such claim and setting forth the grounds herefore
within the same thirty (30) day period, the Indemnifying Party shall be deemed
to have acknowledged its liability for such claim and the Indemnified Party may
exercise any and all of its rights under applicable law to collect such amount.
Any amount owed under this Section 8.1 that is past due shall bear interest at a
simple rate of interest per annum equal to the lesser of 1% per month or the
maximum amount permitted by law.

     Section 8.2.  Notice and Defense of Third Party Claims.

     (a)  Promptly following the earlier of either (i) receipt of notice of the
commencement by a third party of any Action against or otherwise involving any
Indemnified Party, or (ii) receipt of information from a third party alleging
the existence of a claim against an Indemnified Party,

                                       22
<PAGE>

with respect to which indemnification may be sought pursuant to this Agreement
(a "Third Party Claim"), the Indemnified Party shall give the Indemnifying Party
written notice thereof. The failure of the Indemnified Party to give notice as
provided in this Section 8.2 shall not relieve the Indemnifying Party of its
obligations under this Agreement, except to the extent that the Indemnifying
Party is prejudiced by such failure to give notice. Within thirty (30) days
after receipt of such notice, the Indemnifying Party shall by giving written
notice thereof to the Indemnified Party, (i) acknowledge, as between the parties
hereto, liability for and, at its option, assume the defense of such Third Party
Claim at its sole cost and expense, or (ii) object to the claim of
indemnification set forth in the notice delivered by the Indemnified Party
pursuant to the first sentence of this Section 8.2 setting forth the grounds
herefore; provided that if the Indemnifying Party does not within the same
thirty (30) day period give the Indemnified Party written notice acknowledging
liability and electing to assume the defense, or objecting to such claim and
setting forth the grounds herefore, the Indemnifying Party shall be deemed to
have acknowledged, as between the parties hereto, its liability for such Third
Party Claim.

     (b)  Any contest of a Third Party Claim as to which the Indemnifying Party
has elected to assume the defense shall be conducted by attorneys employed by
the Indemnifying Party and reasonably satisfactory to the Indemnified Party;
provided that the Indemnified Party shall have the right to participate in such
proceedings and to be represented by attorneys of its own choosing at the
Indemnified Party's sole cost and expense. If the Indemnifying Party assumes the
defense of a Third Party Claim, the Indemnifying Party may settle or compromise
the Third Party Claim without the prior written consent of the Indemnified
Party; provided that the Indemnifying Party may not agree to any such settlement
pursuant to which any such remedy or relief, shall be applied to or against the
Indemnified Party, other than monetary damages for which the Indemnifying Party
shall be responsible hereunder, without the prior written consent of the
Indemnified Party, which consent shall not be unreasonably withheld.

     (c)  If the Indemnifying Party does not assume the defense of a Third Party
Claim for which it has acknowledged liability for indemnification under Article
VII, the Indemnified Party may require the Indemnifying Party to reimburse it on
a current basis for its reasonable expenses of investigation, reasonable
attorneys' fees and reasonable out-of-pocket expenses incurred in defending
against such Third Party Claim and the Indemnifying Party shall be bound by the
result obtained by the Indemnified Party with respect thereto; provided that the
Indemnifying Party shall not be liable for any settlement effected without its
consent, which consent shall not be unreasonably withheld. The Indemnifying
Party shall pay to the Indemnified Party in cash the amount for which the
Indemnified Party is entitled to be indemnified (if any) within fifteen (15)
days after the final resolution of such Third Party Claim, whether such final
resolution is (i) by the final nonappealable judgment of a court of competent
jurisdiction, or (ii) in the case of any Third Party Claim as to which the
Indemnifying Party's objection has been resolved by settlement, compromise,
arbitration or otherwise.

                                       23
<PAGE>

                                  ARTICLE IX

                                CONFIDENTIALITY

     Section 9.1.  Exclusions.

     Notwithstanding anything to the contrary contained in this Agreement,
"Company Information" does not include any information that before being
divulged by the receiving party (a) has become generally known to the public
through no wrongful act of the receiving party; (b) has been rightfully received
by the receiving party from a third party without restriction on disclosure and
without, to the knowledge of the receiving party, a breach of an obligation of
confidentiality running directly or indirectly to the disclosing party; (b) has
been approved for release to the general public by a written authorization of
the disclosing party; (d) has been independently developed by the receiving
party without use, directly or indirectly, of the Company Information received
from the disclosing party; or (e) has been furnished to a third party by the
disclosing party without restrictions on the third party's rights to disclose
the information.

     Section 9.2.  Confidentiality.

     (a)  Each party agrees, and shall cause each member of the Group to agree,
that it is in possession of significant confidential or proprietary information
concerning the business, operations and assets of the members of the other
Group.

     (b)  Each party shall, and shall ensure that each member of the Group
shall, (i) receive and hold the Company Information of the other Group in trust
and in strictest confidence; (ii) protect such Company Information from
disclosure and in no event take any action causing, or fail to take the action
necessary in order to prevent, any such Company Information to lose its
character as Company Information; (iii) exercise at a minimum the same care it
would exercise to protect its own highly confidential information; and (iv) not
use, reproduce, distribute, disclose, or otherwise disseminate the Company
Information of the other Group, (A) except as authorized pursuant to this
Agreement or any Ancillary Agreement, or (B) except pursuant to a requirement of
a governmental agency or of law without similar restrictions or other
protections against public disclosure; provided, however, with respect to
disclosures pursuant to (B) above, the receiving party must first give written
notice of such required disclosure to the disclosing party, make a reasonable
effort to obtain a protective order requiring that the Company Information so
disclosed be used only for the purposes for which disclosure is required, take
reasonable steps to allow the disclosing party to seek to protect the
confidentiality of the Company Information required to be disclosed, and shall
disclose only that part of the Company Information which, in the written opinion
of its legal counsel, it is required to disclose. In no event shall the
receiving party exercise less than a reasonable standard of care to keep
confidential the Company Information. Any and all reproductions of such Company
Information must prominently contain a confidential legend.

                                       24
<PAGE>

     (c)  The receiving party may make disclosures of the Company Information of
the disclosing party only to Representatives of the receiving party's Group (i)
who have a specific need to know such information; and (ii) who the receiving
party has obligated under a written agreement to hold such Company Information
in trust and in strictest confidence and otherwise to comply with the terms and
provisions of this Agreement or terms and conditions substantially similar to
and implementing the same restrictions and covenants as those set forth in this
Agreement. PSI and Equifax agree to diligently monitor each such Representative,
diligently enforce such agreements with its Representatives, and, upon request
by the other party, promptly to furnish to the other party a certified list of
the receiving party's Representatives having had access to such Company
Information.

     (d)  The covenants of confidentiality set forth in this Agreement (i) will
apply after the Distribution Date to all Company Information disclosed to the
receiving party before, on and after the Distribution Date and (ii) will
continue and must be maintained from the Distribution Date through (A) with
respect to Proprietary Information, the period during which the Proprietary
Information constituting a part of the Company Information retains its status as
a "trade secret" under applicable law; and (B) with respect to Confidential
Information constituting a part of the Company Information, for the shorter of a
period equal to three (3) years after the Distribution Date, or until such
Confidentiality Information no longer qualifies as confidential under applicable
law.

     Section 9.3.  Employee Confidentiality Agreements.

     The members of each Group have entered into confidentiality and non-
disclosure agreements with their respective employees. To the extent that any
employee during or after employment violates any such agreement and such
violation is or may in the future be to the detriment of the other Group, at the
written request of the affected party, the other party shall, or shall cause the
appropriate members of its Group to, promptly bring and diligently pursue an
action against such employee if and to the extent reasonable under the
circumstances to preserve the value of the assets and Licensed Materials. The
Group member employing the employee violating his/her confidentiality and non-
disclosure agreement shall have the unilateral right to determine the forum for,
the manner of proceeding in, and legal counsel for such action and shall be
entitled to any damages or other relief against such employee awarded in such
action to the extent related to such Group's assets or business or to the
Licensed Materials. Such enforcement against and recovery by a Group member from
its breaching employee shall not constitute a release or sole remedy for the
members of the other Group injured by such breaching employee's actions, and
such members of the other Group may bring a claim against the Group members
employing the breaching employee for a breach of this Agreement. Each party
shall bear all out-of-pocket costs of pursuing such action and the other party
shall cooperate in connection therewith.

     Section 9.4.  Rights and Remedies.

     (a)  If either party, or any member of the Group, should breach or threaten
to breach any of the provisions of this Agreement, the non-breaching party, in
addition to any other remedies it

                                       25
<PAGE>

may have at law or in equity, may seek a restraining order, injunction, or other
similar remedy in order to specifically enforce the provisions of this
Agreement. Each party specifically acknowledges, and shall cause each member of
the Group to acknowledge, that money damages alone would be an inadequate remedy
for the injuries and damage that would be suffered and incurred by the non-
breaching party as a result of a breach of any of the provisions of this
Agreement. In the event that either party, or a member of such party's Group,
should seek an injunction hereunder, the other party hereby waives, and shall
cause each member of its Group to waive, any requirement for the submission of
proof of the economic value of any Company Information or the posting of a bond
or any other security. In the event of a dispute between the parties, the non-
prevailing party shall pay all costs and expenses associated with resolving the
dispute, including, but not limited to, reasonable attorneys' fees.

     (b)  The receiving party shall notify the disclosing party immediately upon
discovery of any unauthorized use or disclosure of Company Information, or any
other breach of this Agreement by the receiving party or any Representative of
the receiving party's Group, and will cooperate with the disclosing party in
every reasonable way to help the disclosing party regain possession of its
Company Information and prevent its further unauthorized use or disclosure. The
receiving party shall be responsible for the acts of any Representative of its
Group that are in violation of this Agreement.

     Section 9.5.  Competitive Activities.

     (a)  Subject to the rights and obligations set forth in Article IX, each
party understands and acknowledges that the other party's Group may now market
or have under development products that are competitive with products or
services now offered or that may be offered by it and/or members of its Group,
and the parties' communications hereunder will not serve to impair the right of
either party, or any member of the Group, to independently develop, make, use,
procure, or market products or services now or in the future that may be
competitive with those offered by the other party's Group, nor require either
party, and/or the members of its Group, to disclose any planning or other
information to the other party.

     (b)  Neither party will be restricted in using, in the development,
manufacturing and marketing of its products and services and its operations, any
data processing or network management or operation ideas, concepts, know-how and
techniques which are retained in the minds of employees who have had access to
the other party's Company Information subject to the restrictions set forth in
this Agreement.

     Section 9.6.  No Implied Rights.

     All Company Information is and shall remain the property of the disclosing
party and/or the member's of its Group. By disclosing Company Information to the
receiving party's Group, the disclosing party and/or the members of its Group
do(es) not grant any express or implied rights or license to the receiving
party's Group to or under any patents, patent applications, inventions,
copyrights, trademarks, trade secret information, or other intellectual property
rights heretofore or hereafter possessed by the disclosing party and/or the
members of its Group.

                                       26
<PAGE>

                                   ARTICLE X

                             CONTINUED ASSISTANCE

     Section 10.1.  Continued Assistance and Transition.

     (a)  Following the Distribution Date, Equifax shall, and shall cause each
member of the Equifax Group to, cooperate in an orderly transfer of the
Transferred Equifax Assets and the Transferred Equifax Third Party Agreements to
PSI or the Designated PSI Member. From time to time, at PSI's request and
without further consideration, Equifax shall, and shall cause each member of the
Equifax Group, as applicable, to execute, acknowledge and deliver such
documents, instruments or assurances and take such other action as PSI may
reasonably request to more effectively assign, convey and transfer any of the
Transferred Equifax Assets and the Transferred Equifax Third Party Agreements.
Equifax will assist PSI in the vesting, collection or reduction to possession of
such Transferred Equifax Assets and Transferred Equifax Third Party Agreements.

     (b)  Following the Distribution Date, PSI shall, and shall cause each
member of the PSI Group to, cooperate in an orderly transfer of the Transferred
PSI Assets and Transferred PSI Third Party Agreements to Equifax or the
Designated Equifax Member. From time to time, at Equifax's request and without
further consideration, PSI shall, and shall cause each member of the PSI Group,
as applicable, to execute, acknowledge and deliver such documents, instruments
or assurances and take such other action as Equifax may reasonably request to
more effectively assign, convey and transfer any of the Transferred PSI Assets
and Transferred PSI Third Party Agreements. PSI will assist Equifax in the
vesting, collection or reduction to possession of such Transferred PSI Assets
and Transferred PSI Third Party Agreements.

     Section 10.2.  Records and Documents.

     (a)  As soon as practicable following the Distribution Date, Equifax and
PSI shall each arrange for the delivery to the other of existing corporate and
other documents (e.g. documents of title, source code, contracts, etc.) in its
possession relating to the Transferred Assets, Transferred Third Party
Agreements and assumed Liabilities.

     (b)  From and after the Distribution Date, Equifax and PSI shall each, and
shall cause each member of its Group to, afford the other and its accountants,
counsel and other designated Representatives reasonable access (including using
reasonable efforts to give access to person or firms possessing such
information) and duplicating rights during normal business hours to all records,
books, contracts, instruments, computer data and other data and information in
its possession relating to the assets, Liabilities, Licensed Materials, business
and affairs of the other (other than data and information subject to any
attorney/client or other privilege), insofar as such access is reasonably
required by the other, including without limitation, for audit, accounting and
litigation purposes.

                                       27
<PAGE>

     (c)  Notwithstanding the foregoing, either party may destroy or otherwise
dispose of any information at any time in accordance with the corporate record
retention policy maintained by such party with respect to its own records.

     Section 10.3.  Litigation Cooperation.

     Upon written request by either party and at the cost and expense of the
requesting party, Equifax and PSI shall, and shall cause each member of its
Group to, use reasonable efforts to make available to the requesting party, its
Representatives as witnesses to the extent that such persons may reasonably be
required in connection with any legal, administrative or other proceedings
involving third parties that are not a member of either Group, arising out of
this Agreement or related to the matters which are the subject of this
Agreement, and in which the requesting party or any member of its Group may from
time to time be involved.

                                  ARTICLE XI

                                 MISCELLANEOUS

     Section 11.1.  Expenses.

     Except as specifically provided in this Agreement or any Ancillary
Agreement, all costs and expenses incurred in connection with the preparation,
execution, delivery and implementation of this Agreement and the Ancillary
Agreements and with the consummation of the transactions contemplated by this
Agreement (including transfer taxes and the fees and expenses of all counsel,
accountants and financial and other advisors) shall be paid by Equifax.

     Section 11.2.  Notices.

     All notices and communications under this Agreement shall be deemed to have
been given (a) when received, if such notice or communication is delivered by
facsimile, hand delivery or courier, and (b) three (3) business days after
mailing if such notice or communication is sent by United States registered or
certified mail, return receipt requested, first class postage prepaid. All
notices and communications, to be effective, must be properly addressed to the
party to whom the same is directed at its address as follows:

     If to Equifax, to:
     Equifax Inc.
     1550 Peachtree Street
     Atlanta, Georgia 30309
     Attn:  Phillip J. Mazzilli, Chief Financial Officer

     with a copy to:
     --------------

     Equifax Inc.
     1550 Peachtree Street
     Atlanta, Georgia 30309

                                       28
<PAGE>

     Attn:  Kent E. Mast, General Counsel

     If to PSI, to:

     Equifax PS, Inc.

     _____________________
     _____________________
     Attn:  Bruce S. Richards, General Counsel


     with a copy to:
     --------------

     Equifax PS, Inc.

     ______________________
     ______________________
     Attn:  Lee A. Kennedy, President and Chief Executive Officer

     Either party may, by written notice so delivered to the other party in
accordance with this Section 11.2, change the address to which delivery of any
notice shall thereafter be made.

     Section 11.3.  Amendment and Waiver.

     This Agreement may not be altered or amended, nor may any rights hereunder
be waived, except by an instrument in writing executed by the party or parties
to be charged with such amendment or waiver. No waiver of any terms, provision
or condition of or failure to exercise or delay in exercising any rights or
remedies under this Agreement, in any one or more instances, shall be deemed to
be, or construed as, a further continuing waiver of any such term, provision,
condition, right or remedy or as a waiver of any other term, provision or
condition of this Agreement.

     Section 11.4.  Entire Agreement.

     This Agreement, together with the Ancillary Agreements, constitutes the
entire understanding of the parties hereto with respect to the subject matter
hereof, superseding all negotiations, prior discussions and prior agreements and
understandings relating to such subject matter. To the extent that the
provisions of this Agreement are inconsistent with the provisions of any other
Ancillary Agreement, the provisions of this Agreement shall prevail with respect
to the subject matter hereof.

     Section 11.5.  Parties in Interest.

     Neither of the parties hereto may assign its rights or delegate any of its
duties under this Agreement without the prior written consent of each other
party. This Agreement shall be binding upon, and shall inure to the benefit of,
the parties hereto and their respective successors and permitted assigns.
Nothing contained in this Agreement, express or implied, is intended to

                                       29
<PAGE>

confer any benefits, rights or remedies upon any person or entity other than
members of the Equifax Group and the PSI Group and the Equifax Indemnitees and
PSI Indemnitees under Articles VII and VIII hereof.

     Section 11.6.  Further Assurances and Consents.

     In addition to the actions specifically provided for elsewhere in this
Agreement, each of the parties hereto will use its reasonable efforts to (a)
execute and deliver such further instruments and documents and take such other
actions as any other party may reasonably request in order to effectuate the
purposes of this Agreement and to carry out the terms hereof and (b) take, or
cause to be taken, all actions, and to do, or cause to be done, all things,
reasonably necessary, proper or advisable under applicable laws, regulations and
agreements or otherwise to consummate and make effective the transactions
contemplated by this Agreement, including without limitation, using its
reasonable efforts to obtain any consents and approvals and to make any filings
and applications necessary or desirable in order to consummate the transactions
contemplated by this Agreement.

     Section 11.7.  Severability.

     The provisions of this Agreement are severable and should any provision
hereof be void, voidable or unenforceable under any applicable law, such
provision shall not affect or invalidate any other provision of this Agreement,
which shall continue to govern the relative rights and duties of the parties as
though such void, voidable or unenforceable provision were not a part hereof.

     Section 11.8.  Governing Law.

     This Agreement shall be construed in accordance with, and governed by, the
laws of the State of Georgia, without regard to the conflicts of law rules of
such state.

     Section 11.9.  Counterparts.

     This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original instrument, but all of which together shall
constitute but one and the same Agreement.

     Section 11.10.  Disputes.

     Any disputes arising under this Agreement shall be resolved in accordance
with Section 15.10 of the Distribution Agreement.

     Section 11.11.  Force Majeure.

     Neither party will be liable for any loss or damage due to causes beyond
its control, including, but not limited to, fire, accident, labor difficulty,
war, power or transmission failures, riot, Acts of God or changes in laws and
regulations, provided that the affected party must (a)

                                       30
<PAGE>

promptly notify the other party in writing and furnish all relevant information
concerning the event of force majeure; (b) use reasonable efforts to avoid or
remove the cause of its nonperformance; and (c) proceed to perform its
obligations with dispatch when such cause is removed.

     Section 11.12.  Documentation.

     Prior to the Distribution Date and from time to time thereafter, the
parties will prepare, maintain and update schedules of the Transferred Equifax
Assets, the Transferred PSI Assets, the Licensed Equifax Materials, the Licensed
PSI Materials, and the Third Party Agreements, the Third Party Use Rights and
the Third Party Rights transferred and/or provided by each Group to the other
Group, in such detail as shall be appropriate for the management and
administration of these items as described in this Agreement.

     Section 11.13.  Headings.

     The Article and Section headings set forth in this Agreement are included
for administrative, organizational and convenience purposes, and are not
intended to affect the meaning of the provisions set forth in this Agreement or
to be used in the interpretation of this Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.


                              EQUIFAX INC.

                              By:
                                 --------------------------------
                              Title:
                                    -----------------------------
                              Date:
                                    -----------------------------


                              EQUIFAX PS, INC.


                              By:
                                 --------------------------------
                              Title:
                                    -----------------------------
                              Date:
                                    -----------------------------

                                       31