exv10w02



 





Exhibit 10.02

CONFIDENTIAL TREATMENT REQUESTED




AMENDMENT TO AMENDED AND RESTATED SERVICES AGREEMENT

EFFECTIVE AS OF SEPTEMBER 11, 2001 BY AND BETWEEN

INTUIT INC. AND INGRAM MICRO INC. (the “Agreement”)




The above referenced Agreement is hereby modified and amended as of December 1,
2003, as follows:




Section 6, Reviews, (b) is amended to add the following:





Effective 2/1/04, the maximum amount of Quarterly Review Payouts will be
* annually, based on Vendor’s performance across all SLA’s included in
the Quarterly Review Form. Quarterly Reviews may also result in
monetary penalty to Vendor if performance ratings fall below agreed upon
service levels. The maximum penalty to be assessed will be * annually
based on Vendor’s performance across all SLA’s Included in the Quarterly
Review Form.



Section 8, Term/Termination, (a) is amended: Unless otherwise terminated in
accordance with this Agreement, the term of this Agreement shall begin on the
Effective Date and will continue thru September 10, 2006,





	1.	 	Exhibit B is deleted and replaced by “Exhibit B (December 1, 2003)”
attached to this Amendment.
	 
	2.	 	Exhibit C is deleted and replaced by “Exhibit C (December 1, 2003)”
attached to this Amendment.
	 
	3.	 	Exhibit D is deleted in its entirety.
	 
	4.	 	Exhibit E is deleted and replaced by “Exhibit E (December 1, 2003)”
attached to this Amendment.





All other terms and conditions of the Agreement shall remain unchanged.




	 	 	 	 	 	 	 	 	 	 	 
	INGRAM MICRO INC.	 	INTUIT INC.
	 
	By:

	 	/s/ BRYAN C. MOYNAHAN


	 	By:
	 	/s/ M. ROENIGK

	 	 	 	 
	Name:

	 	Bryan C. Moynahan
	 	Name:
	 	Mark Roenigk	 	 	 	 
	Title:

	 	Vice President/General Manager
	 	Title:
	 	Vice President, Supply Chain	 	 	 	 
	

	 	 	 	 	 	Operations	 	 	 	 







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




 









 








Exhibit B Payments and Fees

(Effective Dec 1, 2003)




Monthly Fixed Cost




	 	 	 	 	 	 	 
	•
	 	Logistics Program Services and Support	 	$	*	 








	•	 	Program Management
	 
	•	 	Order Management/ Customer Service
	 
	•	 	IT Project Management
	 
	•	 	Inventory Reconciliation Services
	 
	•	 	IPMG/ Postponement/ Rework Management
	 
	•	 	Program Accounting/ GL/ Reporting Analysis
	 
	•	 	Operations Support
	 
	•	 	Telephone / Fax





LEGAL





	•	 	Telecom Maintenance
	 
	•	 	Occupancy
	 
	•	 	Corporate overhead
	 
	•	 	Allocations to variable cost





Variable Cost




	 	 	 	 	 	 	 
	•
	 	Pick, pack and Ship (per unit)	 	$	*	 
	 
	•
	 	Pick, pack and Ship (per unit) RUSH	 	$	*	 
	 
	•
	 	Returns - Software (per unit)	 	$	*	 
	 
	•
	 	Returns - POS Hardware (per unit)	 	$	*	 
	 
	•
	 	Product Destruction (per Ib.)	 	$	*	 
	 
	•
	 	Pallet Storage per month*	 	 	*	 
	 
	•
	 	Labor rates for *	 	 	 	 
	 
	 
	 	  -Between 8 and 5 p.m. (local time) Mon. thru Fri.	 	 	*	 
	 
	 
	 	  -Overtime (Greater than
40 hours - Mon. thru Frl., Weekends)	 	 	*	 
	 
	•
	 	Other expenses and travel cost for *	 	Cost *
	 
	•
	 	Materials and Corrugate shall be * and shall be	 	 	 	 
	subject to change. Intuit shall purchase * from
Vendor *.	 	 	 	 







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





 









 









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




	 	 	 	 	 
	

	 	Page 1 of 2
	 	Dec. 1, 2003










 









 








Rework Pricing



Pricing is based on historical rework scenarios fulfilled by IML for Intuit.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Locate	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Apply	 	 	 	 	 	 	 	 	 	 	 	 	 	and	 	 	 	 	 	 	 	 	 	Weight	 	 
	 	 	 	 	 	 	Apply	 	Apply	 	Apply	 	Apply	 	Remove/	 	New	 	Master	 	Apply	 	Apply	 	Display	 	Remove	 	Salvage	 	Locate	 	Product	 	 
	 	 	Remove	 	Promo	 	UPC	 	Pilfer	 	Price	 	Replace	 	Master	 	Carton	 	Velcro	 	Sensormatic	 	Pallet	 	Rebate	 	Master	 	Rebate	 	(internal	 	 
	Rework Pricing
	 	Sticker
	 	Sticker
	 	Label
	 	Seal
	 	Level
	 	Inserts
	 	Carton
	 	Label
	 	Loop
	 	tag
	 	Breakdown
	 	Coupon
	 	Carton
	 	Coupon
	 	contents)
	 	Per Unit

	Scenario
	 	 	X	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	*	 
	Scenario
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	*	 
	Scenario
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	X	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	X	 	 	 	X	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	*	 
	Scenario
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	*	 
	Scenario
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	$	*	 
	Scenario
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	*	 
	Scenario
	 	 	X	 	 	 	X	 	 	 	X	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	*	 
	Scenario
	 	 	X	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	*	 
	Scenario
	 	 	 	 	 	 	X	 	 	 	X	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	*	 
	Scenario
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	*	 
	Scenario
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	$	*	 
	Scenario
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 	 	$	*	 
	Scenario
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	$	*	 
	Scenario
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	*	 







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





 









 










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


	 	 	 	 	 
	

	 	Page 2 of 2
	 	Dec. 1, 2003







 









 






Exhibit C




Service Level Commitments




Beginning February 1, 2004, IML shall be required to perform the Services in
accordance with the Service Level Commitments described in this Exhibit C.




Order Management & Customer Service





	•	 	* of orders will be printed (released to the warehouse) on the same
business day received. This calculation will exclude all exception orders such as new store opening,
future dated orders, ship completes, backorders, and pallet orders.
	 
	•	 	* of all electronic proof of delivery (ePOD) data that is provided by
the carriers (that have existing EDI 214 connections with IML) will be delivered to Intuit within * of report
availability from carrier to IML.
	 
	•	 	* of all manual proof of delivery (POD) information (from those
carrier shipments that are not provided in the ePOD report) will be delivered to Intuit within * of delivery
notification from carrier to IML.
	 
	•	 	IML response to customer shipment claim inquiries (as defined in the
Statement of Work) is no more than *from the time IML receives the customer inquiry as long as total claims
per day does not exceed 
* IML will provide fnal resolution
(acceptance or denial) on 
* of all
claims within * business days as long as total claims per day does not exceed *.
	 
	•	 	* of all RMAs created by IML Customer Service, keyed into IML’s system,
will be accurate.
	 
	•	 	No more than * of order failures within Intuit’s fiscal month as a result to IML retailer set
up.





Fulfillment Services





	•	 	* On-Time Fulfillment: Provided IML has adequate Inventory to fulfill
the order, and provided the order
is received before the * Cut-Off Time (Warehouse, Local Standard Time)
during *, and/or * Cut-Off Time (Warehouse, Local Standard Time) during *,
IML will process * of all printed orders on the business day received
unless daily volume
exceeds * in the * facility and *
in the * facility. Printed orders in excess of these amounts will be given
an additional business day for processing. This calculation will exclude
all exception orders such as new
store opening, future dated orders, ship completes, backorders, and pallet
orders. * of those orders
released after the * (Local Standard Time) Cut-Off Time will be processed
by IML by the Cut-Off Time on the following business day.
	 
	•	 	* Fulfillment Accuracy: IML’s Shipping Operation will accurately
fulfill Orders. Fulfillment accuracy is calculated by adding the total
approved short ship units (code SS) + over ship units (code OS) +
warehouse picking error units (code WW) and dividing the sum by total
units shipped
	 
	•	 	* On Time Delivery to Intuit’s customers * . Exclusions from this
calculation are specified in SLA 1.0,
On-Time Delivery.





	 	 	 
	Schedule of defects for On Time Delivery by number of shipments per month
	* On Time Delivery

	 	= Acceptable
	* On Time Delivery

	 	= Corrective Action 1
	* On Time Delivery

	 	= Corrective Action plus * reduction
in Freight Savings Gain Share
opportunity (ex. *)













	1 “Corrective Action” means that IML will take the appropriate action described
in the Corrective Action Response Process set





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




	 	 	 	 	 
	

	 	Page 1 of 4
	 	Dec. 1, 2003







 









 






ERP and IT Integration





	•	 	* up time for any IML-operated FTP site used for scheduled business
transactions for Intuit and or its business partner(s)
	 
	•	 	Turnaround time of no more than * for an EDI997 response to an
Intuit EDI850 transaction
	 
	•	 	* Advanced Ship Notice (ASN/EDI856) accuracy as measured by Intuit
is based on the number of shipping lines on the ASN files each day and
the number of errors within those lines of data as transmitted by IML.
Intuit will measure this on a monthly basis.
	 
	•	 	No more than * within a given month where IML business
applications fail to process or send scheduled transactions.
	 
	•	 	IML will communicate any IML system failures affecting Intuit, and
provide to Intuit updates as to the status of such failures based on
the following escalation procedure:





	 	 	 	 	 	 	 
	 	 	 	 	 	 	First Update to
	Priority Level
	 	Description
	 	Escalate After
	 	Customer

	P1

	 	Production system is down; unable to conduct
business or possibility of immediate severe
financial impact to business
	 	*
	 	1 hour from time of
original call
	P2

	 	Production system partially Impacted;
business continues; some financial impact
possible
	 	*
	 	2-3 hours from time
of original call
	P3

	 	Minimal Impact to production systems
	 	*
	 	Within 24 hours








	*	 	IML will notify Intuit once per day of all rejected orders on the FTP
EDI acknowledgment report (EDP945),
which will be posted, to the Intuit/IML FTP site nightly. In addition, IML
will notify Intuit within 3 business
hours of any order that is rejected the same day it has been received by
IML
	 
	*	 	No less than * uptime of online access to IML’s system (IMPulse /
IMFirst / Cyclone) during regular
business hours due to an IML systemic failure. IML will notify Intuit a
minimum of 48 hours prior to any
Scheduled Downtime (as defined herein) to IML’s systems (IMPulse / IMFirst
/ Cyclone).
	 
	*	 	IML will ensure Impulse up time * during the term excluding Scheduled
Down time for batching and
end of fiscal month activity as follows:





For purposes of these Service Level Commitments, “Scheduled Downtime” for
IML’s CAPS and the WEB systems include downtimes that affect Intuit’s access
to real time pricing and availability, ordering, order status and RMA status;
provided that such downtimes occur during the following times:




Monday thru Friday — Midnight to 4 AM PST

Saturday – 8 PM to Midnight

PST Sunday — All day



Scheduled Downtime shall also include the following times:




IML’s system shuts down on Saturday at 3 PM PST until Monday at 4 AM PST on
month end Saturdays, based on a 4-4-5 fiscal calendar. These dates are
reflected in the following schedule for IML fiscal year 2004:




January 3, 2004

January 31, 2004

February 28,2004

April 3, 2004

May 1, 2004

May 29, 2004

July 3, 2004

July 31, 2004

August 28, 2004

October 30, 2004

November 27, 2004



January 1, 2005



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





 









 









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




	 	 	 	 	 
	

	 	Page 2 of 4
	 	Dec 1, 2003






 









 








IML will publish scheduled downtime dates for years 2005 & 2006 as they become
available.




These additional periods of Scheduled Downtime are necessary because IML
performs batch processing for its fiscal month ends and shuts down its systems
during these times.




Orders received during downtimes will be queued and processed when the system
is available.





	•	 	IML must meet a minimum of * on-time for all Small Enhancements and
Project Milestones within a month.
	 
	•	 	IML must meet a minimum on-time performance of * for all testing
per the Testing Category Descriptions as described in SLA 13.0 “On-Time
Retail Customer Requirements Testing”.





Report Capabilities & Metrics





	•	 	* of all reports as described in Attachment G will be provided to
Intuit on time. IML will make best faith efforts to provide daily,
automated reports per the agreed-upon timing.
	 
	•	 	Intuit will rely upon * accuracy for all IML produced reports for
all active daily or informational reports as described in Attachment G.
IML will perform self-audits to ensure accuracy and inform Intuit
immediately of any defects and provide Intuit with a corrective action
plan within *. Intuit may conduct random audits to ensure compliance.





	 	 	 
	

	 	Intuit Discovered Defects per month
	*

	 	= Acceptable
	*

	 	= Corrective Action
	*

	 	= Corrective Action plus * reduction in

Freight Savings Gain Share opportunity

each month








	•	 	Timeliness of reports. Daily FTP files to be available prior to
6:00 AM PST and the weekly FTP files to be available prior to 6:00 AM
PST Monday mornings.
	 
	•	 	Reports covered by these Service Level Commitments are described in
Attachment G of the Statement of Work.





Warehousing & Inventory Management





	•	 	* Product SKUs will be set up accurately All SKUs are set up based
on Intuit-provided information/SkU set up documentation. Inaccurate SKU
set up includes but is not limited to, incorrect product description,
incorrect assignment to vendor code (Intuit Business Unit), and
duplicated SKUs (2 or more of the same SKU set up in IML’s system).
	 
	•	 	* Inventory Shrinkage Accuracy based on twice yearly physical
audits and calculated based on total SKU level net physical Inventory
adjustments in units divided by total inventory movement in units from
the previous physical inventory date. IML will resolve any Inventory
discrepancy within * and report back data, root cause and solution to
Intuit.
	 
	•	 	* Inventory Accuracy based on daily cycle count/shortages. IML
will resolve any Inventory discrepancy within * and report back data,
root cause and solution to Intuit.
	 
	•	 	No more than * of all Intuit’s contract manufacturer’s Less than
Truckload (LTL) and Truckload (TL) orders arriving no more than *
business days for Replenishment and, upon Intuit’s request, * for
expedited orders from Intuit’s contract manufacturer’s facility to
IML’s distribution center and as scheduled below.






	•	 	Intuit’s contract manufacturer located in *
	 
	•	 	Intuit’s contract manufacturer located in * (except
*, which will be *)





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




	 	 	 	 	 
	

	 	Page 3 of 4
	 	Dec 1, 2003







 









 







Countdown to measure this service level will start *. Shipment date = day
0. Corrective action is as follows in the schedule below.




*




Returns Management





	•	 	* Warehouse Processing Accuracy on returns reconciliation is
calculated on total Intuit-approved return unit discrepancies (code RT)
divided by total return unit inventory movement.
	 
	•	 	* of all data collection for door logging of all inbound RMA’s,
inclusive of shipping ID number for audit purposes
	 
	•	 	Returns Cycle Time: No more than * business days to process Intuit
returns from the date of IML’s receipt of such returns.





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




	 	 	 	 	 
	

	 	Page 4 of 4
	 	Dec 1, 2003







 









 









	 	 	 	 	 
	*

	 	Exhibit E
	 	 









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




	 	 	 	 	 
	

	 	Page 4 of 4
	 	Dec 1, 2004