Exhibit 10.40



 




EXHIBIT 10.40

CONFIDENTIAL TREATMENT REQUESTED




ADDENDUM FOR CORE TAX FORMS



This fourth addendum (the “Fourth Addendum”) is made and entered into as of
June 2, 2003 (“Fourth Addendum Effective Date”) by and between Intuit Inc.
(“Intuit”) and the John H. Harland Company (“Harland”).




RECITALS



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



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



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



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



E.     The parties are now entering into this Fourth Addendum to the Supply
Agreement for the addition of Core Tax Form products to the Supply Agreement.



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



1.     INTUIT PRODUCT. The products and services listed in Exhibit A (Core Tax
Form Products), (collectively, the “Fourth Addendum Product”) are deemed
additional “Intuit Product” for all purposes of the Supply Agreement. Intuit
must approve of (in writing) any vendor acting as Harland’s agent supplying
Fourth Addendum Product. The definition of the “Fourth Addendum Product” is
custom created tax forms kits that contain the products listed in Exhibit A.
The specifications of the products are listed in Exhibit A1.



2.     NON-EXCLUSIVE PRODUCT. Notwithstanding the definition of “Exclusive Intuit
Product” in Appendix 1 of the Supply Agreement, the Fourth Addendum Product are
not to be treated as “Exclusive Intuit Product”.



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



4.     TERM. The term of the Fourth Addendum will be from the Fourth Addendum
Effective Date until June 1, 2005. Any termination of the Supply Agreement
shall terminate this Fourth Addendum. In addition to the grounds for
termination mentioned in Section 45 (Termination) of the Supply Agreement,
Intuit shall have the right to review and terminate without penalty the
provisions of this Fourth



 



*  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.



 







 


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 Fourth Addendum Product not meet the specifications that were mutually
agreed to by Harland and Intuit. Termination of the provisions of this Fourth
Addendum would not terminate the other provisions of the Supply Agreement or
Addendum thereto. Applicable provisions of Section 45 (Termination) of the
Supply Agreement shall apply to any termination of this Fourth Addendum.



5.     LAUNCH DATE. Harland shall be ready to receive, fulfill and ship Orders on
or before June 1, 2003 in accordance with Exhibit B (Implementation Plan)
attached hereto.



6.     INVENTORY PURCHASE. 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 of this Fourth Addendum or the Supply
Agreement, financial issues, or any disasters, Intuit shall have the
right to immediately purchase all Fourth Addendum Product 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. Subject to this Section, in the event that this Fourth Addendum is
terminated by Intuit pursuant to Section 16 (Pricing and Costs) of this Fourth
Addendum prior to June 1, 2005, Intuit shall reimburse Harland
its cost basis for any unused inventory of such Intuit Custom Products. Within five (5) days
following termination of this Fourth Addendum by Intuit pursuant to Section 16
(Pricing and Costs), Harland shall provide Intuit with a report containing the
details regarding the type and quantity of unused inventory of Intuit Custom
Product (“Intuit Custom Product Report”). Within fifteen (15) days following
Intuit’s receipt of the Intuit Custom Product Report, Intuit shall request, at
its sole option, that Harland either (1) return all unused Intuit Custom
Product inventory to an address specified by Intuit at Intuit’s expense; or (2)
destroy all unused Intuit Custom Product inventory in Harland’s or its third
party supplier’s possession at Intuit’s expense and provide Intuit with
certification of such destruction (“Intuit’s Instructions”). Following
Harland’s receipt of Intuit’s Instructions, Harland shall provide an invoice to
Intuit for its cost basis of the unused inventory of such Intuit Custom
Products, and Intuit shall pay such invoice within thirty (30) days following
Intuit’s receipt of such. “Intuit Custom Products” shall mean the thank you
letter or packaging containing the Intuit Logo, created specifically by Harland
or it’s third-party vendor for Intuit. Harland shall obtain Intuit’s written
approval prior to creating or ordering any Intuit Custom Products.



7.     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
Fourth Addendum that are mutually agreed upon. 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 Fourth Addendum Product. The level of support will be prorated above
the levels specified in the Supply Agreement based on the additional volumes
resulting from additional products.



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



*  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.



 







 


9.     ORDER PROCESS. Intuit shall forward Orders to Harland in accordance with
the current Order transmission process. Orders shall be processed in accordance
with the Supply Agreement. Harland shall provide ship confirmation to Intuit.
Harland shall establish an order transmission connection to its third-party
supplier prior to May 1, 2003.



10.     ORDER QUANTITY AND ADDITIONAL CHARGES. To ensure proper order quantity of
sheets in all Orders, Harland shall include one extra tax form per each item
per Order for all 10-quantity kits (as specified on Exhibit A). At least 99% of
all Orders shall be shipped with the correct number of sheets specified in the
Order. If more than 1% of the total number of packages shipped within any
calendar week contains less then the ordered number of sheets, the incorrect
number of items, or the incorrect items, Harland shall automatically deduct [ *
] of the total invoice amount from Intuit’s invoice for the week.



11.     TURN AROUND TIME AND ADDITIONAL CHARGES.
In lieu of the requirements of Section 18(a) of the Supply Agreement, if
Harland receives a Fourth Addendum Product Order prior to 12 noon Pacific Time,
Harland shall process and ship such Order on the same day of receipt of the
Order by Harland. Otherwise, Harland shall process and ship all other Orders
within 24 hours following receipt of the Order by Harland. If the total number
of Orders not shipped on time pursuant to this Section 11 during any calendar
week is (a) between [ * ] of the total Orders received by Harland for such
calendar week, Harland shall automatically deduct [ * ] of the total invoice
amount from Intuit’s invoice for such week; or (b) more than [ * ] of the total
Orders received by Harland for such calendar week, then Harland shall
automatically deduct [ * ] of the total invoice amount from Intuit’s invoice
for such week. In addition, Section 22, Service Failures, of the Supply
Agreement applies. For avoidance for doubt, the terms of this Section 11 are
in addition to the terms of Sections 18(b), 18(c), and 19 through and including
23 of the Supply Agreement.



12.     SHIPPING METHODS.





	(a)	 	Harland will be responsible for shipping 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 Fourth Addendum Product 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
Fourth Addendum Product 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 C, and work with
their carriers to meet, exceed and improve performance.
	 
	(c)	 	Harland will be responsible for the management of all carriers for Fourth
Addendum Product to ensure that the carrier meets 97% on time performance.
Harland will credit Intuit for reimbursements made by the carrier to
Harland for service failures, including failures to meet on-



*  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.



 







 




	 	 	time shipping guarantees lost, damaged or misrouted shipments. 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 12 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 Fourth
Addendum Product and packaging in line with Intuit’s product or packaging
specifications. Harland is responsible for replacing any defective product(s)
at Harland’s costs, including any and all services and shipping costs; provided
that Harland shall not be responsible for damage to products where Harland
proves that the damage to products was solely and directly caused by
insufficient Intuit-supplied packaging. If Harland reasonably suspects that any
Intuit-supplied packaging is the direct and sole cause of damage to Fourth
Addendum Product during shipment, Harland shall promptly notify Intuit, and the
parties shall use reasonable efforts to investigate such, and discuss possible
changes to such Intuit-supplied packaging. Any modifications to Intuit’s
product or packaging specifications can only be made by Intuit, in Intuit’s
sole discretion.



14.     ERROR CORRECTION. For the Fourth Addendum Product, the terms and conditions
of this Section 14 are in lieu of Section 20(a) of the Supply Agreement. Any
Orders that have errors that are not the Customer’s or Intuit’s fault (“Harland
Errors”) shall be corrected, reprinted and reshipped by Harland within
twenty-four (24) hours after Harland receives notice of the error and the
correct information by phone, electronic mail, electronic transmission, first
class, certified or registered U.S. mail, or facsimile notice, and the
corrected Order shall be shipped via overnight delivery, via commercial
overnight carrier. Such Harland Errors may include, but not be limited to
inaccurate Order fulfillment, or delivery carrier’s loss or destruction of the
package. Harland shall bear all printing and shipping costs of correcting,
reprinting, and reshipping such corrected Order. Notwithstanding the foregoing,
Intuit shall bear all the costs of replacement, including delivery costs, where
Harland proves that damage to products was solely and directly caused by
insufficient Intuit-supplied packaging. In addition, Intuit shall bear costs
for correcting and reprinting Orders in the event that Intuit transmits
incorrect information to Harland.



15.     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 and dedicated contact at any third-party
supplier of Fourth Addendum Product who Intuit will contact in coordination
with Harland, with prior notification if practical, on an as needed basis.



16.     PRICING AND COSTS. For each Fourth Addendum Product and service provided
pursuant to this Fourth Addendum, Harland will charge Intuit the pricing in
accordance with Exhibit A (Core Tax Form Pricing – Tax Year 2003). These
mutually agreed upon prices should be competitive in the market, and in
compliance with applicable laws, and will remain in effect for the Term of this
Fourth Addendum, subject to this Section 16 and Section 38 (Future Cost
Savings) of the Supply Agreement. In lieu of Section 40(a) (Changes in Paper
Costs) of the Supply Agreement, if after the 2003 tax season, Harland
experiences an increase of more than [ * ] in its direct material costs for
paper (based on a publicly available paper price index agreed to by the
parties), Intuit and Harland shall renegotiate the pricing. Notwithstanding the
foregoing, upon Intuit’s request, Harland and Intuit shall renegotiate pricing
for the 2004 Tax year (approximately Jan 2004), to accommodate volume changes
or other factors that may reduce costs or pricing. If, during any renegotiation
pursuant to this Section 16, the parties do not reach agreement within



* 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.



 







 


30 days following the day that the first price proposal was delivered by
Harland to Intuit, Intuit may terminate this Fourth Addendum without further
cost (subject to Section 6 (Inventory Purchase) of this Fourth Addendum), upon
30 days written notice to Harland. Notwithstanding Section 42 (Payment Terms)
of the Supply Agreement, Intuit will not be eligible for a two percent (2%)
discount for early payment.



17.     REPORTING. On a weekly basis, Harland will provide weekly on-time delivery
and Order quality reports. Harland will provide an agreed upon inventory report
on an as needed basis.



18.     PRIVACY AND SECURITY STANDARDS. Harland’s performance under this Fourth
Addendum will be subject to Intuit’s then-current privacy and security
standards, and Intuit’s suspicious mail handling procedures, the current
versions of which are contained in Exhibit D (Comprehensive Security
Requirements for Confidential Customer Data and Corporate Information), Exhibit
E (Intuit Service Provider Privacy Attachment), and Exhibit F, (Intuit
Suspicious Mail Handling Procedures), as well as any specific recommendations
that Intuit provides to Harland.



19.     CUSTOMER DATA. The terms and conditions contained in this Section 19
(Customer Data) of the Fourth Addendum are in addition to the all the terms and
conditions contained in the Supply Agreement. Harland will ensure that its
third-party supplier will destroy Order data or Customer data within 90 days of
termination or expiration of this Fourth Addendum. Harland shall require that
its third-party supplier agrees in writing to use, and uses Customer data,
Order data or other information solely for the purpose of performing its
obligations under this Fourth Addendum and except for such limited purpose such
Customer data, Order data or other information shall not be used for Harland’s
third-party’s supplier’s benefit or be disclosed to any other party whatsoever.
Harland shall ensure that its third-party supplier only disclose Customer
data, Order data or other information to Harland’s third-party supplier’s
employees and other representatives that have a direct “need to know” in
furtherance of the execution of this Fourth Addendum. Harland shall ensure
that its third-party supplier notify all of its authorized employees or
representatives of the confidential nature and restrictions on disclosures and
use of such Customer data, Order data or other information, and shall be
responsible for ensuring that all such authorized employees or representatives
comply with this Fourth Addendum.



20.     BUSINESS CONTINUITY.





	 	 	(a) Harland shall: (i) be responsible for business continuity of
operations as to the products and services to be provided under this
Fourth Addendum; (ii) within ninety (90) days after the Fourth 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 immediately provide Intuit with written notice of any
service failure relating to this Fourth Addendum due to any of the events
specified in the second paragraph of Section 22 (Service Failures) 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.
	 
	 	 	(c) In the event of a Force Majeure, Harland or any third-party supplier
shall not charge Intuit any fees in excess of the fees set forth in this
Fourth Addendum.
	 
	 	 	(d) 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.



21.     RECORDS/AUDIT. Pursuant to Section 40 (d)(Right to Audit) 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
information underlying any reports, payments required, and costs under the
Supply Agreement and under this Fourth 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.



22.     APPLICABILITY OF SUPPLY AGREEMENT. The following Sections of the Supply
Agreement will not be applicable to the Fourth Addendum Product: 4
(Exclusivity and Negotiation Rights); 15 (Bank File Maintenance); 16 (MICR
Quality); 18(a); 18(c); 20(a) (Error Corrections); 28 (Liquidated Damages);
30(a) (Customer Logos); 32 (Rights in Check Designs); 34 (Manufacturing
Charges); 35 (Incentive Allowance); 36 (Marketing Allowance); 37 (Pricing
Incentive Provisions); 40(a) (Change in Paper Costs); and 44 (Inventory
Buyback). Subject to Section 16 (Pricing and Costs) of this Fourth Addendum,
Section 42 (Payment Terms) will be applicable to the Fourth Addendum Product.



23.     This Fourth Addendum constitutes the complete and exclusive agreement and
understanding between the parties with respect to the subject matter hereof and
shall supersede and replace any and all prior agreements, communications and
understandings regarding such subject matter. Except as specified in this
Fourth Addendum, the Supply Agreement remains in full force and effect.



24.     In the event of any conflict between this Fourth Addendum and the
Agreement, the terms of this Fourth Addendum shall control with respect to the
subject matter hereof.



IN WITNESS WHEREOF, Intuit and Harland have executed and entered into this
Fourth Addendum by their duly authorized representatives, effective as of the
Fourth Addendum Effective Date.




	 	 	 	 	 	 	 
	JOHN H. HARLAND COMPANY	 	INTUIT INC.
	 	 	 	 	 	 	 
	By:	 	
/s/ MARTIN E. KERNER
	 	By:
	 	/s/ LAURENCE E. WOOD
	 	 	


	 	 	 	

	 	 	 	 	 	 	 
	Printed Name/Date:	 	
Martin E. Kerner
	 	Printed Name/Date:
	 	Laurence E. Wood
	 	 	


	 	 	 	

	 	 	 	 	 	 	 
	Title:	 	
VP, General Manager
	 	Title:
	 	Director, Procurement
	 	 	


	 	 	 	

	 	 	 	 	 	 	 
	Date:	 	
June 9, 2003
	 	Date:
	 	June 12, 2003
	 	 	


	 	 	 	




 







 



Exhibit A




PRICING CORE TAX FORMS 2003


	 	 	 	 	 	 	 	 	 	 	 	 	 
	PRODUCT_ID	 	DESCRIPTION	 	QUANTITY	 	COGS
	
	 	
	 	
	 	

	122-00010**
	 	Laser 1099 Tax Forms 3-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	122-00025
	 	Laser 1099 Tax Forms 3-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	122-00050
	 	Laser 1099 Tax Forms 3-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	122-00100
	 	Laser 1099 Tax Forms 3-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	134-00010**
	 	Laser W-3 Tax Form 1-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	178-00010**
	 	Laser 1096 Tax Forms 1-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	202-00010**
	 	Laser W-2 Tax Forms 4-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	202-00025
	 	Laser W-2 Tax Forms 4-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	202-00050
	 	Laser W-2 Tax Forms 4-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	202-00100
	 	Laser W-2 Tax Forms 4-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	202-00200
	 	Laser W-2 Tax Forms 4-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	275-00010**
	 	Laser W-2 Blank Perforated Paper & Envelopes
	 	 	[ * ]	 	 	 	[ * ]	 
	275-00025
	 	Laser W-2 Blank Perforated Paper & Envelopes
	 	 	[ * ]	 	 	 	[ * ]	 
	275-00050
	 	Laser W-2 Blank Perforated Paper & Envelopes
	 	 	[ * ]	 	 	 	[ * ]	 
	275-00100
	 	Laser W-2 Blank Perforated Paper & Envelopes
	 	 	[ * ]	 	 	 	[ * ]	 
	275-00200
	 	Laser W-2 Blank Perforated Paper & Envelopes
	 	 	[ * ]	 	 	 	[ * ]	 
	293-00010**
	 	Continuous 1099 Tax Forms 5-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	293-00025
	 	Continuous 1099 Tax Forms 5-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	293-00050
	 	Continuous 1099 Tax Forms 5-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	293-00100
	 	Continuous 1099 Tax Forms 5-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	418-00010**
	 	Continuous 1099 Tax Forms 3-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	418-00025
	 	Continuous 1099 Tax Forms 3-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	418-00050
	 	Continuous 1099 Tax Forms 3-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	418-00100
	 	Continuous 1099 Tax Forms 3-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	426-00010**
	 	Laser W-2 Tax Forms 8-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	426-00025
	 	Laser W-2 Tax Forms 8-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	426-00050
	 	Laser W-2 Tax Forms 8-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	426-00100
	 	Laser W-2 Tax Forms 8-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	426-00200
	 	Laser W-2 Tax Forms 8-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	537-00010**
	 	Laser 1099 Tax Forms 5-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	537-00025
	 	Laser 1099 Tax Forms 5-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	537-00050
	 	Laser 1099 Tax Forms 5-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	537-00100
	 	Laser 1099 Tax Forms 5-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	540-00010**
	 	Continuous W-2 Tax Forms 8-Part Twin Set
	 	 	[ * ]	 	 	 	[ * ]	 




* 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.




	 	 	 	 	 
	 	 	
Page 8 of 25	 	INTUIT CONFIDENTIAL









 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	540-00025
	 	Continuous W-2 Tax Forms 8-Part Twin Set
	 	 	[ * ]	 	 	 	[ * ]	 
	540-00050
	 	Continuous W-2 Tax Forms 8-Part Twin Set
	 	 	[ * ]	 	 	 	[ * ]	 
	540-00100
	 	Continuous W-2 Tax Forms 8-Part Twin Set
	 	 	[ * ]	 	 	 	[ * ]	 
	540-00200
	 	Continuous W-2 Tax Forms 8-Part Twin Set
	 	 	[ * ]	 	 	 	[ * ]	 
	713-00010**
	 	Continuous W-2 Tax Forms 6-Part Twin Set
	 	 	[ * ]	 	 	 	[ * ]	 
	713-00025
	 	Continuous W-2 Tax Forms 6-Part Twin Set
	 	 	[ * ]	 	 	 	[ * ]	 
	713-00050
	 	Continuous W-2 Tax Forms 6-Part Twin Set
	 	 	[ * ]	 	 	 	[ * ]	 
	713-00100
	 	Continuous W-2 Tax Forms 6-Part Twin Set
	 	 	[ * ]	 	 	 	[ * ]	 
	713-00200
	 	Continuous W-2 Tax Forms 6-Part Twin Set
	 	 	[ * ]	 	 	 	[ * ]	 
	844-00010**
	 	Laser W-2 Tax Forms 6-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	844-00025
	 	Laser W-2 Tax Forms 6-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	844-00050
	 	Laser W-2 Tax Forms 6-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	844-00100
	 	Laser W-2 Tax Forms 6-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	844-00200
	 	Laser W-2 Tax Forms 6-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	849-00010**
	 	Laser 1099 Tax Forms 4-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	849-00025
	 	Laser 1099 Tax Forms 4-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	849-00050
	 	Laser 1099 Tax Forms 4-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	849-00100
	 	Laser 1099 Tax Forms 4-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	941-00010**
	 	Continuous W-2 Tax Forms 4-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	941-00025
	 	Continuous W-2 Tax Forms 4-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	941-00050
	 	Continuous W-2 Tax Forms 4-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	941-00100
	 	Continuous W-2 Tax Forms 4-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	941-00200
	 	Continuous W-2 Tax Forms 4-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	982-00010**
	 	Continuous 1099 Tax Forms 4-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	982-00025
	 	Continuous 1099 Tax Forms 4-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	982-00050
	 	Continuous 1099 Tax Forms 4-Part
	 	 	[ * ]	 	 	 	[ * ]	 
	982-00100
	 	Continuous 1099 Tax Forms 4-Part
	 	 	[ * ]	 	 	 	[ * ]	 




** = 10 quantity kit



* 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.




	 	 	 	 	 
	 	 	
Page 9 of 25	 	INTUIT CONFIDENTIAL









 



Exhibit B

Implementation Plan




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ID	 	Name	 	Duration	 	Start	 	Finish	 	Predecessors	 	Outline
Level	 	Notes
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	 	 	Term Sheet
	 	 	15.d	 	 	 	03/31/20038:00	 	 	 	04/18/200317:00	 	 	 	 	 	 	 	1	 	 	 	 	 
	 	2	 	 	Create & Confirm Project Plan
	 	 	10.d	 	 	 	04/07/20038:00	 	 	 	04/18/200317:00	 	 	 	 	 	 	 	1	 	 	 	 	 
	 	3	 	 	Provide Product Samples
	 	 	20.d	 	 	 	04/07/20038:00	 	 	 	05/02/200317:00	 	 	 	 	 	 	 	1	 	 	 	 	 
	 	4	 	 	Provide Product Images
	 	 	20.d	 	 	 	04/07/20038:00	 	 	 	05/02/200317:00	 	 	 	 	 	 	 	1	 	 	 	 	 
	 	5	 	 	Define Offering Attributes
	 	 	20.d	 	 	 	03/31/20038:00	 	 	 	04/25/200317:00	 	 	 	 	 	 	 	1	 	 	 	 	 
	 	6	 	 	Product List
	 	 	10.d	 	 	 	04/14/20038:00	 	 	 	04/25/200317:00	 	 	 	 	 	 	 	2	 	 	 	 	 
	 	7	 	 	Pricing
	 	 	20.d	 	 	 	03/31/20038:00	 	 	 	04/25/200317:00	 	 	 	 	 	 	 	2	 	 	 	 	 
	 	8	 	 	Packaging
	 	 	20.d	 	 	 	03/31/20038:00	 	 	 	04/25/200317:00	 	 	 	 	 	 	 	2	 	 	 	 	 
	 	9	 	 	Inserts
	 	 	20.d	 	 	 	03/31/20038:00	 	 	 	04/25/200317:00	 	 	 	 	 	 	 	3	 	 	 	 	 
	 	10	 	 	Boxing & Packaging
	 	 	20.d	 	 	 	03/31/20038:00	 	 	 	04/25/200317:00	 	 	 	 	 	 	 	3	 	 	 	 	 
	 	11	 	 	Packing Slip
	 	 	20.d	 	 	 	03/31/20038:00	 	 	 	04/25/200317:00	 	 	 	 	 	 	 	3	 	 	 	 	 
	 	12	 	 	ML Return Address
	 	 	5.d	 	 	 	04/14/20038:00	 	 	 	04/18/200317:00	 	 	 	 	 	 	 	3	 	 	 	 	 
	 	13	 	 	Shipping Carriers
	 	 	1.d	 	 	 	04/04/20038:00	 	 	 	04/04/200317:00	 	 	 	 	 	 	 	2	 	 	 	 	 
	 	14	 	 	Setup Offering Attributes
	 	 	25.d	 	 	 	04/28/20038:00	 	 	 	05/30/200317:00	 	 	 	5	 	 	 	1	 	 	 	 	 
	 	15	 	 	Products
	 	 	5.d	 	 	 	04/28/20038:00	 	 	 	05/02/200317:00	 	 	 	 	 	 	 	2	 	 	 	 	 
	 	16	 	 	Harland
	 	 	5.d	 	 	 	04/28/20038:00	 	 	 	05/02/200317:00	 	 	 	 	 	 	 	3	 	 	 	 	 
	 	17	 	 	Nelco
	 	 	5.d	 	 	 	04/28/20038:00	 	 	 	05/02/200317:00	 	 	 	 	 	 	 	3	 	 	 	 	 
	 	18	 	 	Pricing
	 	 	5.d	 	 	 	05/05/20038:00	 	 	 	05/09/200317:00	 	 	 	 	 	 	 	2	 	 	 	 	 
	 	19	 	 	Harland
	 	 	5.d	 	 	 	05/05/20038:00	 	 	 	05/09/200317:00	 	 	 	 	 	 	 	3	 	 	 	 	 
	 	20	 	 	Nelco
	 	 	5.d	 	 	 	05/05/20038:00	 	 	 	05/09/200317:00	 	 	 	 	 	 	 	3	 	 	 	 	 
	 	21	 	 	Packaging
	 	 	5.d	 	 	 	04/28/20038:00	 	 	 	05/02/200317:00	 	 	 	 	 	 	 	2	 	 	 	 	 
	 	22	 	 	ML Return Address
	 	 	5.d	 	 	 	04/28/20038:00	 	 	 	05/02/200317:00	 	 	 	 	 	 	 	3	 	 	 	 	 
	 	23	 	 	Shipping Carriers
	 	 	5.d	 	 	 	04/28/20038:00	 	 	 	05/02/200317:00	 	 	 	 	 	 	 	3	 	 	 	 	 
	 	24	 	 	Implement in Production
	 	 	1.d	 	 	 	05/30/20038:00	 	 	 	05/30/200317:00	 	 	 	 	 	 	 	2	 	 	 	 	 
	 	25	 	 	Define Processes
	 	 	10.d	 	 	 	04/21/20038:00	 	 	 	05/02/200317:00	 	 	 	 	 	 	 	1	 	 	 	 	 
	 	26	 	 	Returns
	 	 	10.d	 	 	 	04/21/20038:00	 	 	 	05/02/200317:00	 	 	 	 	 	 	 	2	 	 	 	 	 
	 	27	 	 	Order Monitoring at HBS
	 	 	10.d	 	 	 	04/21/20038:00	 	 	 	05/02/200317:00	 	 	 	 	 	 	 	2	 	 	 	 	 
	 	28	 	 	Daily
	 	 	10.d	 	 	 	04/21/20038:00	 	 	 	05/02/200317:00	 	 	 	 	 	 	 	3	 	 	 	 	 
	 	29	 	 	Scorecard
	 	 	10.d	 	 	 	04/21/20038:00	 	 	 	05/02/200317:00	 	 	 	 	 	 	 	3	 	 	 	 	 
	 	30	 	 	Error Handling
	 	 	10.d	 	 	 	04/21/20038:00	 	 	 	05/02/200317:00	 	 	 	 	 	 	 	2	 	 	 	 	 
	 	31	 	 	Rushes
	 	 	5.d	 	 	 	04/21/20038:00	 	 	 	04/25/200317:00	 	 	 	 	 	 	 	2	 	 	 	 	 
	 	32	 	 	Invoicing
	 	 	10.d	 	 	 	04/21/20038:00	 	 	 	05/02/200317:00	 	 	 	 	 	 	 	2	 	 	 	 	 
	 	33	 	 	Harland to Intuit
	 	 	1.d	 	 	 	04/21/20038:00	 	 	 	04/21/200317:00	 	 	 	 	 	 	 	3	 	 	 	 	 
	 	34	 	 	Nelco to Harland
	 	 	10.d	 	 	 	04/21/20038:00	 	 	 	05/02/200317:00	 	 	 	 	 	 	 	3	 	 	 	 	 
	 	35	 	 	Implement Processes
	 	 	15.d	 	 	 	05/12/20038:00	 	 	 	05/30/200317:00	 	 	 	25	 	 	 	1	 	 	 	 	 
	 	36	 	 	Returns
	 	 	10.d	 	 	 	05/12/20038:00	 	 	 	05/23/200317:00	 	 	 	 	 	 	 	2	 	 	 	 	 
	 	37	 	 	Order Monitoring at HBS
	 	 	5.d	 	 	 	05/19/20038:00	 	 	 	05/23/200317:00	 	 	 	 	 	 	 	2	 	 	 	 	 
	 	38	 	 	Daily
	 	 	5.d	 	 	 	05/19/20038:00	 	 	 	05/23/200317:00	 	 	 	 	 	 	 	3	 	 	 	 	 
	 	39	 	 	Scorecard
	 	 	1.d	 	 	 	05/19/20038:00	 	 	 	05/19/200317:00	 	 	 	 	 	 	 	3	 	 	 	 	 
	 	40	 	 	Error Handling
	 	 	5.d	 	 	 	05/19/20038:00	 	 	 	05/23/200317:00	 	 	 	 	 	 	 	2	 	 	 	 	 
	 	41	 	 	Invoicing
	 	 	5.d	 	 	 	05/26/20038:00	 	 	 	05/30/200317:00	 	 	 	 	 	 	 	2	 	 	 	 	 
	 	42	 	 	Harland to Intuit
	 	 	5.d	 	 	 	05/26/20038:00	 	 	 	05/30/200317:00	 	 	 	 	 	 	 	3	 	 	 	 	 
	 	43	 	 	Nelco to Harland
	 	 	5.d	 	 	 	05/26/20038:00	 	 	 	05/30/200317:00	 	 	 	 	 	 	 	3	 	 	 	 	 





	 	 	 	 	 
	 	 	
Page 10 of 25	 	INTUIT CONFIDENTIAL









 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ID	 	Name	 	Duration	 	Start	 	Finish	 	Predecessors	 	Outline
Level	 	Notes
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	44	 	 	Training
	 	 	10.d	 	 	 	05/19/20038:00	 	 	 	05/30/200317:00	 	 	 	 	 	 	 	1	 	 	 	 	 
	 	45	 	 	Communication
	 	 	5.d	 	 	 	05/26/20038:00	 	 	 	05/30/200317:00	 	 	 	 	 	 	 	1	 	 	 	 	 
	 	46	 	 	IT Development
	 	 	35.d	 	 	 	03/31/20038:00	 	 	 	05/16/200317:00	 	 	 	 	 	 	 	1	 	 	 	 	 
	 	 	 	 	Nelco — HBS Interface,
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	47	 	 	Exchange and Security
	 	 	35.d	 	 	 	03/31/20038:00	 	 	 	05/16/200317:00	 	 	 	 	 	 	 	2	 	 	 	 	 
	 	48	 	 	Design
	 	 	15.d	 	 	 	03/31/20038:00	 	 	 	04/18/200317:00	 	 	 	 	 	 	 	3	 	 	 	 	 
	 	49	 	 	Develop & Unit Test
	 	 	20.d	 	 	 	04/21/20038:00	 	 	 	05/16/200317:00	 	 	 	48	 	 	 	3	 	 	 	 	 
	 	50	 	 	Integration Testing
	 	 	5.d	 	 	 	05/12/20038:00	 	 	 	05/16/200317:00	 	 	 	 	 	 	 	3	 	 	 	 	 
	 	51	 	 	Sign off
	 	 	.d	 	 	 	05/16/20038:00	 	 	 	05/16/20038:00	 	 	 	 	 	 	 	3	 	 	 	 	 
	 	52	 	 	End to End Testing
	 	 	5.d	 	 	 	05/16/20038:00	 	 	 	05/22/200317:00	 	 	 	51	 	 	 	1	 	 	 	 	 
	 	53	 	 	UAT Testing
	 	 	5.d	 	 	 	05/26/20038:00	 	 	 	05/30/200317:00	 	 	 	 	 	 	 	1	 	 	 	 	 
	 	54	 	 	Go Live
	 	 	.d	 	 	 	05/30/20038:00	 	 	 	05/30/20038:00	 	 	 	 	 	 	 	1	 	 	 	 	 
	 	55	 	 	After Action Review
	 	 	1.d	 	 	 	06/06/20038:00	 	 	 	06/06/200317:00	 	 	 	 	 	 	 	1	 	 	 	 	 





	 	 	 	 	 
	 	 	
Page 11 of 25	 	INTUIT CONFIDENTIAL









 



Exhibit C

Performance Scorecard




Monthly Performance Scorecard




Harland / Intuit




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Category: Service	 	Category Weight	 	[ * ]	 	 	 	 	 	Category Total Score
	
	 	
	 	

	Metric	 	Performance Scale	 	Weight Factor	 	Result	 	Score
	
	 	
	 	
	 	
	 	

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





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Category: Operations	 	Category Weight	 	[ * ]	 	 	 	 	 	Category Total Score
	
	 	
	 	

	Metric	 	Performance Scale	 	Weight Factor	 	Result	 	Score
	
	 	
	 	
	 	
	 	

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



* 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.




	 	 	 	 	 
	 	 	
Page 12 of 25	 	INTUIT CONFIDENTIAL









 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Category: Delivery	 	Category Weight	 	[ * ]	 	 	 	 	 	Category Total Score
	
	 	
	 	

	Metric	 	Performance Scale	 	Weight Factor	 	Result	 	Score
	
	 	
	 	
	 	
	 	

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





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Category: Systems Effectiveness	 	Category Weight	 	[ * ]	 	 	 	 	 	Category Total Score
	
	 	
	 	

	Metric	 	Performance Scale	 	Weight Factor	 	Result	 	Score
	
	 	
	 	
	 	
	 	

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





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Category: Fulfillment	 	Category Weight	 	[ * ]	 	 	 	 	 	Category Total Score
	
	 	
	 	

	Metric	 	Performance Scale	 	Weight Factor	 	Result	 	Score
	
	 	
	 	
	 	
	 	

	 	 	 	Doesn’t Meet	 	Meets	 	Exceeds	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	
	 	
	 	
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	0	 	1	 	2	 	100	 	 	 	 	 	 	 	 
	 	 	 	
	 	
	 	
	 	
	 	 	 	 	 	 	 	 
	Items Out-of-Stock
	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	100	 	 	 	 	 	 	 	 	 
	 	Possible Score:	 	 	0	%	 	 	50	%	 	 	100	%	 	 	 	 	 	 	 	 	 	Overall Score:





* 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.




	 	 	 	 	 
	 	 	
Page 13 of 25	 	INTUIT CONFIDENTIAL









 



Exhibit D

Comprehensive Security Requirements for Confidential Customer Data and Corporate Information




Definitions



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





	 	 	Confidential Information: Information which (i) is proprietary to, about,
or created by a specific person or company; (ii) gives the specified person
or company some competitive business advantage or the opportunity of
obtaining such advantage, or the disclosure of which could be detrimental
to the interests of the specified person or company; (iii) is designated as
Confidential Information by the specified person or company, or from all
the relevant circumstances should reasonably be assumed by the receiving
party to be confidential and proprietary to the specified person or
company.
	 
	 	 	The following subcategories of Confidential Information are also defined:





	 	 	 	Secret Information: Information that is used to protect other
Confidential Information. Generally, Secret Information is not disclosed
to outside parties under any circumstances.
	 
	 	 	 	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.
	 
	 	 	 	Restricted Information: Information that is not Secret or Sensitive, but
whose permissible use has been restricted by its owner.





	 	 	Confidential Information includes, but is not limited to, the following
types of information and other information of a similar nature (whether or
not reduced to writing or designated as Confidential):





	 	a.	 	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: Customer passwords, private encryption keys, and
private signature keys.
	 
	 	 	 	Sensitive Information: Customer account numbers, Social Security
numbers, taxpayer identification numbers, account balances, account
activity, financial information, medical records, legal records, 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.
	 
	 	 	 	Restricted Information: Customer names, customer street or e-mail
addresses, customer telephone numbers.





	 	b.	 	Confidential Corporate Information, consisting of any of the following:





	 	 	 	Secret Information: Computer account IDs, passwords for computer or
database systems, private encryption keys, SSL keys, computer source
code relating to encryption/decryption, special access privileges,
known security vulnerabilities, the results of security audits and
reviews, and any information explicitly designated Secret by Intuit
or by Company.
	 
	 	 	 	Sensitive Information: Any of the following:





	 	(i)	 	Work Products: Work product resulting from or related
to work or projects performed or to be performed for Intuit or
the Company, or for customers of Intuit or the Company
(including all media on which such information is contained);
	 
	 	(ii)	 	Business Operations: Internal Intuit or Company
personnel and financial information, names and other information
about Service Providers (including without limitation Service
Provider characteristics, services and agreements), purchasing
and internal cost information, internal services and operational
manuals, and the manner and methods of conducting Intuit’s or
the Company’s business;
	 
	 	(iii)	 	Marketing and Development Operations: Marketing and
development information regarding Intuit’s or the Company’s
operations (including without limitation marketing and
development plans, price and cost data, price and fee amounts,
pricing and billing policies, quoting procedures, marketing
techniques and methods of obtaining business, forecasts and
forecast assumptions and volumes, and future plans and
potential strategies of Intuit or the Company which have been
or are being discussed);
	 
	 	(iv)	 	Other Proprietary Data: Information relating to
Intuit’s or the Company’s proprietary business information
(including without limitation information pertaining to
business transactions and financial performance) or proprietary
rights prior to any public disclosure thereof, and





	 	 	 	 	 
	 	 	
Page 14 of 25	 	INTUIT CONFIDENTIAL









 





	 	 	 	information regarding acquiring, protecting, enforcing and
licensing proprietary rights (including without limitation
patents, copyrights and trade secrets).
	 
	 	(v)	 	Designated Information: Notwithstanding the above,
any information explicitly designated as Sensitive by Intuit or
by Company.





	 	 	 	Restricted Information: Aggregated or anonymous customer information
(any customer information other than Personally Identifiable
Customer Information), contractual information or obligations not
designated as Sensitive, and any information explicitly designated
as Restricted by Intuit or by Company.





	A.	 	Controlling Access to Confidential Information





	 	1.	 	Access to Confidential Information stored on Company’s systems
must not be granted to
members of Company’s staff, subcontractors, or other agents, unless 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 (i.e., 8
characters minimum
length, required use of special- and/or mixed-case characters, no
words that could be found
in a dictionary, and required to be changed every 90 days) that make
them sufficiently robust
to effectively resist both educated guessing and brute-force attacks.
	 
	 	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 Confidential
Information must be limited to those individuals who are specifically
authorized to perform
those data maintenance functions.
	 
	 	d)	 	The date, time, requestor, and nature of the access (i.e.,
read-only or modify) has been
recorded in a log file.





	 	2.	 	Confidential Information stored on Company’s systems must be stored
behind firewalls with
access to such data limited as described in the preceding requirement.
	 
	 	3.	 	Secret Information must never be stored in clear text on Company’s
systems. At a minimum,
financial services industry-standard encryption techniques must be
employed to safeguard Secret
Information in Company’s systems from retrieval by unauthorized persons.
Company should
strive to adopt best industry practices where appropriate. Whenever
possible, message digest
algorithms such as SHA-1 or MD5 should be used to hash and verify the
user’s password, and
“salt” should be added to the input string prior to encoding to ensure
that the same password text
chosen by different users will yield different encodings.
	 
	 	4.	 	Passwords used to control Company’s staff,
subcontractors, or other agents’ access to
Confidential Information must at a minimum conform to the password
policies described in
paragraph A.1.b above. Passwords used by Company’s Customers are not
required to conform to
these policies; however, Company must ensure that Customers do
not have access to
Confidential Information other than that which pertains to them.
	 
	 	5.	 	Procedures must be in place to modify or revoke access permissions
to Confidential Information
when staff members leave the Company or when their job responsibilities
change.
	 
	 	6.	 	Printed material that contains Confidential 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. At a minimum, financial services
industry-standard protections
must be employed to ensure the secure storage and destruction of Secret
and Sensitive
Information. Whenever possible, secure disposal alternatives such as
on-site shredding prior to
recycling or placement in publicly-accessible trash bins with subsequent
off-site shredding by a
licensed contractor should be implemented.





	B.	 	Transmitting Confidential Information





	 	1.	 	Unless restricted by law, 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





	 	 	 	 	 
	 	 	
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	 	 	 	greater security and confidentiality. If legal restrictions limit the
use of 128-bit SSL encryption technology, Company must use the strongest
encryption technology permitted.
	 
	 	2.	 	Confidential 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 Confidential Information,
all such data must be backed up
regularly (no less often than weekly), and the backups stored in
secure, environmentally-
controlled, limited-access facilities.
	 
	 	2.	 	Company must promptly install any security-related fixes identified
by its hardware or software
vendors, if the security threat being addressed by the fix is one that
threatens the privacy or
integrity of any Confidential 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 course of action to ensure that the privacy and integrity
of any Confidential
Information is preserved.
	 
	 	4.	 	Company must immediately notify Intuit if it knows or suspects that
Confidential Information has
been compromised or disclosed to unauthorized persons, or if there has
been any meaningful or
substantial deviation from the requirements contained in the Agreement or
this Exhibit. See
Section F for contact information.
	 
	 	5.	 	Notwithstanding the minimum standards set forth in this Exhibit,
Company should monitor and
periodically incorporate reasonable industry-standard security
safeguards.





	D.	 	Electronic Mail





	 	1.	 	Company shall not send any Secret or Sensitive 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.
	 
	 	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.	 	Company agrees that Intuit shall have a right to verify Company’s
compliance with this Exhibit.
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, covenants 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 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 Confidential
Information, Company must provide Intuit or its agent access to its
premises immediately upon
request by Intuit.
	 
	 	2.	 	Intuit may inspect or employ third parties to conduct studies of
Company’s operational processes,
systems and computer network security to determine Company’s compliance
with this Exhibit.
Intuit agrees to coordinate the scheduling of any such study with Company
to minimize disruption
to Company’s business. Company agrees to cooperate with Intuit to
commence such a study
within thirty (30) days from Company’s receipt of written notice of
Intuit’s intent to conduct, or to
employ a third party to conduct, such a study. 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





	 	 	 	 	 
	 	 	
Page 16 of 25	 	INTUIT CONFIDENTIAL









 





	 	 	 	Company to remedy any and all such deficiencies in a timely fashion. Costs
of such audits shall be borne by Intuit, unless Company is deemed, as a
result of such an audit, to be in material nonconformity with the
Agreement or this Exhibit.
	 
	 	3.	 	Notwithstanding any time-to-cure provision in this Agreement to the
contrary, it shall be completely within Intuit’s discretion to require
correction of any demonstrated security-related problem 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 Intuit’s
Confidential Information or Personally-Identifiable Information about
Intuit’s customers, Intuit may instruct Company to take such interim
measures as are necessary to protect such information. If Company fails
or refuses to take those interim and/or permanent measures which are
necessary to prevent the material disclosure of such 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.





	 	 	 	 	 
	 	 	
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Exhibit E

Intuit Service Provider Privacy Attachment





	1.	 	INTRODUCTION





	 	1.1.	 	This Intuit Privacy Exhibit (“Exhibit”) governs the manner in which
specified customer-related information may be collected, used, or
disclosed by Service Provider. Intuit may impose different or
additional restrictions in connection with any Intuit business
conducted outside of the United States.





	2.	 	DEFINITIONS





	 	2.1.	 	“Affiliate Companies” shall mean any companies controlling, being
controlled by, or under common control with another company.
	 
	 	2.2.	 	“Intuit” shall mean Intuit Inc. and its Affiliate Companies.
	 
	 	2.3.	 	“Intuit Customer Data” shall mean any data — whether Personally
Identifiable Information or aggregate or anonymous information – either
disclosed by Intuit to Service Provider, or to which Service Provider
has otherwise obtained access by virtue of its relationship with
Intuit. Such Data shall include information pertaining to both
customers and prospective customers of Intuit.
	 
	 	2.4.	 	“Intuit Suppression” shall mean the process of matching or merging
marketing lists with all relevant Intuit Do Not Contact lists,
including, as applicable, “Do Not Mail,” “Do Not E-mail,” and “Do Not
Call” lists, for purposes of purging from such marketing lists or
otherwise suppressing Intuit Customer Data of those included on such Do
Not Contact lists.
	 
	 	2.5.	 	“Opt-out” shall mean the opportunity afforded to Consumers to
decline to have their Intuit Customer Data used for purposes other than
as necessary to provide the product or service for which the Intuit
Customer Data is collected.
	 
	 	2.6.	 	“Service Provider” shall mean the party entering into an agreement
with Intuit, into which this Exhibit has been incorporated by
reference, as well as all Affiliate Companies of said Service Provider.
	 
	 	2.7.	 	“Personally Identifiable Information” (“PII”) shall mean any
information (i) that identifies or can be used to identify, contact, or
locate the person to whom such information pertains, or (ii) from which
identification or contact information of an individual person can be
derived. PII includes, but is not limited to: name, address, phone
number, fax number, email address, financial profiles, medical profile,
social security number, and credit card information. Additionally, to
the extent unique information, not itself PII, such as, but not
necessarily limited to, a personal profile, unique identifier,
biometric information, and/or IP address is associated with PII, then
such unique information will also be considered PII.





	3.	 	SERVICE PROVIDER RESPONSIBILITIES – GENERAL





	 	3.1.	 	Service Provider shall comply with this Exhibit and all applicable
laws, rules and regulations relating to the collection or use of Intuit
Customer Data, and agrees to impose and enforce compliance of this
Exhibit on all third party service providers with access to Intuit
Customer Data.
	 
	 	3.2.	 	Service Provider shall ensure that only those employees or
authorized agents who are trained in the proper handling of Intuit
Customer Data and who are subject to an obligation to maintain the
confidentiality of such information shall have access to Intuit
Customer Data.
	 
	 	3.3.	 	Service Provider shall under no circumstances collect, access, use,
reproduce or disclose Intuit Customer Data other than as either
specifically authorized by, or clearly necessary in order to perform
services pursuant to, the agreement this Exhibit is incorporated into.
Specifically, Service Provider shall not use Intuit Customer Data on
its own behalf. Should Service Provider become legally obligated to
disclose Intuit Customer Data other than as permitted by this Exhibit,
it shall, unless legally prohibited from doing so, first provide notice
to Intuit.
	 
	 	3.4.	 	The constraints imposed by this Exhibit on the collection, use or
disclosure of Intuit Customer Data shall specifically apply to Social
Security numbers.
	 
	 	3.5.	 	Service Provider shall, as directed, perform an Intuit Suppression
prior to engaging in any marketing activities (e.g., e-mail,
telemarketing or direct mail marketing) on behalf of Intuit. In
addition, Service Provider shall comply with the rules of the Direct
Marketing Association’s Mail Preference Service and Telephone
Preference Service in connection with all such marketing activities.
Such obligations shall be in addition to performing any other legally
required suppressions, including legally-mandated Do Not Mail or Do Not
Call procedures. Service Provider shall employ measures as directed by
Intuit to ensure that Opt-out requests received in connection with such
marketing activities are provided to Intuit in a form permitting Intuit
to incorporate them into suppression files or other databases.
Suppression lists or files provided to Service Provider by Intuit shall





	 	 	 	 	 
	 	 	
Page 18 of 25	 	INTUIT CONFIDENTIAL









 





	 	 	 	be used solely for purposes of performing an Intuit Suppression and
shall be returned or destroyed when no longer needed for such authorized
purposes.
	 
	 	3.6.	 	Service Providers conducting telemarketing on Intuit’s behalf shall
comply with Intuit’s Do-Not-Call Policy, as follows:





	 	 	 	This written policy for maintaining a Do-Not-Call list of individuals
who do not wish to receive telephone solicitations made by Intuit
Inc. or on behalf of Intuit Inc. (by its service providers) is
available upon request.




Do-Not-Call Policy





	 	 	 	Intuit maintains a Do-Not-Call list of individuals, including their
telephone numbers, who have requested not to receive telephone
solicitations from Intuit.
	 
	 	 	 	Intuit’s Do-Not-Call list applies to Intuit and all its subsidiaries.
	 
	 	 	 	Neither Intuit nor its service providers shall make telephone
solicitations to the homes of individuals on Intuit’s Do-Not-Call
list.
	 
	 	 	 	If an individual states that he or she does not want to receive
telephone solicitation calls, the individual’s name and telephone
number must be added to Intuit’s Do-Not-Call list.





	 	 	 	Intuit must keep a record of an individual’s Do-Not-Call request for ten
(10) years from the time the customer makes the request.
	 
	 	3.7.	 	Service Provider shall maintain such records as are necessary to
demonstrate its compliance with this Exhibit and shall permit Intuit,
or a third party chosen by Intuit and reasonably acceptable to Service
Provider, to audit Service Provider’s records and practices relating to
its obligations under this Exhibit upon reasonable notice and during
regular business hours, and at Intuit’s expense, at the locations where
such records and data are maintained, for purposes of verifying Service
Provider’s compliance. Intuit shall be provided with a description of
all data flows and use of data upon request, and all such data flows
and use of data re subject to approval by Intuit.
	 
	 	3.8.	 	Service Provider shall immediately report to Intuit any failure to
treat or protect — including specifically any unauthorized use or
disclosure of — Intuit Customer Data as set forth in this Exhibit or
the agreement it is incorporated into, including any related complaints
about Service Provider’s information and collection practices, and to
consult with Intuit as to correction thereof. Service Provider agrees
that Intuit shall have the right to control and direct any response
and/or correction of any such breach.
	 
	 	3.9.	 	Service Provider shall provide Intuit with a contact name and
contact information for communications related to this Exhibit,
including compliance with or any breaches thereof.
	 
	 	3.10.	 	Intuit may amend this Exhibit from time to time as may be required
by law or otherwise. At Intuit’s discretion, Service Providers not
willing or able to change practices in accordance with such amendments
may be given 30 days to terminate.



     Last Revised July 4, 2002.




	 	 	 	 	 
	 	 	
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Exhibit F

Intuit Suspicious Mail Handling Procedures



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.




	 	 	 	 	 
	 	 	
Page 20 of 25	 	INTUIT CONFIDENTIAL









 



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.




	 	 	 	 	 
	 	 	
Page 21 of 25	 	INTUIT CONFIDENTIAL









 


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.





	 	 	 	 	 
	 	 	
Page 22 of 25	 	INTUIT CONFIDENTIAL









 







	 	•	 	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.




	 	 	 	 	 
	 	 	
Page 23 of 25	 	INTUIT CONFIDENTIAL









 


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.




	 	 	 	 	 
	 	 	
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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.






	 	 	 	 	 
	 	 	
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