Exhibit 10.04



 



CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 10.04


AMENDED AND RESTATED SERVICES AGREEMENT


         THIS AMENDED AND RESTATED SERVICES AGREEMENT (“Agreement”) is effective as
of September 11, 2001 (the “Effective Date”) by and between Intuit Inc., a
Delaware corporation, with offices at 2535 Garcia Avenue, Mountain View, CA
94043 (“Intuit”), and Ingram Micro Inc., a Delaware corporation, with principal
offices located at 1600 East St. Andrew Place, Santa Ana, California 92705
(“Vendor”).


Preamble



         Vendor and Intuit are parties to a Services Agreement (“Initial
Agreement”) pursuant to which Vendor agreed to provide Intuit with certain
services, including inventory management, order management and related
services. Vendor and Intuit now seek to amend and restate the Initial
Agreement in its entirety in accordance with the terms and conditions set forth
in this Agreement.


NOW THEREFORE, for good and valuable consideration received and to be received
by Vendor, Vendor and Intuit agree as follows:


Terms and Conditions



1.     Definitions. For purposes of this Agreement, the following terms shall have
the definitions set forth in this Section 1:



(a)  “Annualized Inventory Turn” shall refer to the number calculated by
dividing Ingram’s gross monthly shipments of Current Products (as defined
herein) by the average daily number of Current Products held by Vendor during
such month, and then multiplying the quotient by twelve (12).


(b)  “Business Day” shall mean Monday through Friday, excluding New Year’s Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day,
or in the event any of these holidays fall on a Saturday or Sunday, the day on
which the holidays observed.


(c)  “Current Products” shall mean the products in the Inventory that, at the
time the Annualized Inventory Turns are being calculated, are being offered to
Customers and shall exclude Promotional Products (as defined herein).


(d)  “Customers” shall mean Intuit’s customers.


(e)  “Intuit” shall mean Intuit and any other Intuit affiliate with respect to
which Intuit (i) owns fifty percent (50%) or more of the outstanding stock or
other equity interests, or otherwise directs the day to day management of
through a written management agreement (including, but not limited to,
apps.com, Inc., Boston Light Software Corp., Computing Resources, Inc.,
EmployeeMatters, Inc. d/b/a QuickBooks Employee, Lacerte Software Corporation,
Quicken Loans Inc., and Turning Mill Software, Inc.), and








	*	 	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.







 



(ii)  identifies in a written notice given to Vendor (provided that in the event
that the addition of such Intuit affiliate results in a material change with
respect to the cost of the Services to be provided hereunder, then such
addition shall be considered a request for a change in the scope of services
subject to Section 3(c)). With respect to the Intuit affiliates specifically
referenced in this Section 1(d), by execution of this Agreement, Vendor
acknowledges receipt of written notice that such affiliates are included in the
definition of Intuit.


(f)  “Intuit Supplier” shall mean manufacturers or other producers or
distributors of Inventory from which Vendor may be required to arrange for the
transportation and delivery of such Inventory to the Facilities or Customers.


(g)  “Inventory” shall mean product inventory acquired or owned by Intuit that
is made available to Vendor for storage and order processing under the terms of
this Agreement.


(h)  “Non-Current Products” shall mean all Intuit products in the Inventory
that, at the time the Annualized Inventory Turns are being calculated, are no
longer being offered to Customers.


(i)  “Promotional Products” shall mean non-standard Intuit products in the
Inventory that are intended to be distributed on a promotional basis (e.g., 90
day trials distributed in CD sleeves).


(j)  “Services” shall mean the inventory management, order management and
related services described in Section 3, Exhibit A and the Statement of Work
(as defined herein).


2.     Independent Contractor. In accordance with the mutual intentions of Intuit
and Vendor, this Agreement establishes between them an independent contractor
relationship, and all of the terms and conditions of this Agreement shall be
interpreted in light of that relationship. The parties do not intend to create
a partnership or employment relationship between Intuit and Vendor, and nothing
in this Agreement shall be construed to create such a relationship between the
parties.


3.     Services.


(a)  The Services and Service Level Requirements. Vendor agrees to perform, on
behalf of Intuit, the Services set forth in Exhibit A as such Services are more
fully described in a separate statement of work agreement as may be negotiated
between the parties from time to time (the “Statement of Work”). All such
Services shall be performed in the manner described herein and in accordance
with the fee schedule attached hereto as Exhibit B and the service level
requirements set forth in Exhibit C and the Statement of Work. Vendor agrees
to begin performing the Services as of September 10, 2001 (the “First Shipment
Date”), provided that Vendor shall perform


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any preparation necessary to be able to perform as of the First Shipment Date
during the period following the Effective Date and prior to the First Shipment
Date.


(b)  Changes to Scope of Services. Intuit may request in writing changes that
affect the scope of the Services to be performed hereunder. If the parties
mutually agree to such a change, then Vendor promptly shall notify Intuit if it
believes that the change should result in an adjustment in the fees to be paid
to Vendor for the Services. The parties shall then negotiate in good faith a
reasonable and equitable adjustment to the applicable fees and/or the Statement
of Work. Vendor shall continue to perform the Services pursuant to the
existing Statement of Work, and shall not be bound by any change requested by
Intuit, until such change has been agreed upon in writing by the parties.


(c)  Program Managers. Each party agrees that its principal point of contact
for all matters relating to the Services shall be its “Program Manager”
designated in the Statement of Work. Each party may designate an alternate
Program Manager by written notice to the other party, provided, however, that
each such party consults with the other party when selecting an alternate
Program Manager.


(d)  Personnel. During the Term, as more fully described in the Statement of
Work, Vendor shall dedicate a minimum of [*] full-time Vendor employees to
the provision of the Services. Vendor shall consult with Intuit regarding the
selection of and any material changes in the composition of the
managerial-level employees who are dedicated to the performance of the
Services.


(e)  Inventory. Vendor shall receive, store and process the Inventory in the
manner set forth in this Agreement and the Statement of Work. Vendor will use
and manage the Inventory only as necessary to perform the Services and as
directed by Intuit in writing. If Intuit authorizes Vendor to use other Intuit
materials in performing the Services, Vendor agrees to use such materials
solely in connection with the performance of the Services. In the event that
Vendor uses, distributes or otherwise disposes of the Inventory or other Intuit
materials, or permits any third party to use, distribute or otherwise dispose
of the Inventory or other Intuit materials other than as set forth in this
Agreement, the Statement of Work or authorized in writing by Intuit, then, in
addition to any other remedies that may be available to Intuit hereunder,
Vendor shall, upon written notice from Intuit (i) immediately cease such
unauthorized use, distribution or disposition, (ii) to the extent that any such
unauthorized use has the potential to result in a material loss or security
threat to Intuit, notify Intuit within three (3) Business Days of the results
of its investigation surrounding such circumstances, and (iii) within [*]
Business Days implement a plan that is reasonably certain to protect against
similar occurrences in the future. Vendor shall comply with all applicable
laws, rules and regulations with respect to the handling and disposition of the
Inventory, including, without limitation, all environmental and occupational
and employment laws, rules and regulations.







	*	 	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.


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(f)  Controls Against Theft. Vendor agrees to implement and maintain reasonable
controls against theft or misappropriation with respect to the Inventory and
any other Intuit materials under Vendor’s control. In fulfilling this
obligation, Vendor shall utilize controls that are at least equivalent to the
controls that it maintains for other similarly sensitive products or components
under its control, provided that such controls are at least comparable to the
prevailing standards used within the industry to control against theft or
misappropriation of inventory similar to the Inventory.


(g)  Cooperation. Vendor acknowledges and agrees that, in order to perform the
Services, it will be necessary for Vendor to work directly with Intuit’s
manufacturers and other third party service providers. Vendor agrees to
cooperate with such manufacturers and third party service providers, including,
without limitation, by managing shipments and returns and processing claims for
lost Inventory on behalf of Intuit.


4.     Shipping Costs; Facilities.


(a)  Shipping Costs. Vendor shall be solely responsible for arranging and
managing all transportation and shipping associated with the delivery of
Inventory to the Facilities (“Inbound Delivery”) as well as the delivery of the
Inventory from Vendor’s Facilities to Customers (“Outbound Delivery”) as stated
in the Statement of Work, including, without limitation, the selection and
management of carriers, and the processing of all records and claims with
respect to such transportation. Notwithstanding the foregoing, (i) Intuit
shall have the right to direct Vendor to refrain from shipping Inventory with
carriers that have an unacceptably high number of delays or other performance
deficiencies, and (ii) Vendor agrees to utilize such carriers and following
such shipping instructions as may be directed by Customers that have their own
transportation requirements. Intuit shall be responsible for all shipping
costs associated with Inbound Inventory. All shipping costs for Outbound
Delivery shall be based on Vendor’s freight rate schedule then in effect, the
current version of which is set forth in Exhibit B. In the event of a change
in a carrier’s freight rates or discounts offered to Vendor, Vendor may change
the freight rate schedule by notifying Intuit not less than thirty (30) days
prior to the effective date of the change. Intuit shall pay Vendor for
shipping costs in accordance with Section 7.


(b)  Facilities. Vendor shall use the facilities identified in the Statement of
Work when performing the Services (each a “Facility”). Vendor shall be fully
responsible for the maintenance and operation of each Facility, and shall bear
all costs and expenses associated with securing and maintaining the Facilities,
including, but not limited to, lease costs, improvements, insurance costs,
utilities, communication expenses, security and repair and maintenance costs.
Intuit or its agent shall have the right, upon reasonable advance notice, to
inspect the Facilities and the Inventory to verify Vendor’s compliance with
this Agreement and the Statement of Work; during any such inspection, Intuit
shall be entitled to count Inventory, monitor Vendor’s Inventory handling
procedures and review applicable bills of lading. Vendor may use other
Facilities to


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perform the Services; provided, however, that Vendor [*]. In the event that
the parties are unable, through such good faith negotiations, to agree within
forty-five (45) days following receipt of written notice of such closure on
appropriate pricing adjustments or other measures, then Intuit shall have the
right to terminate this Agreement and the Statement of Work without liability.


5.     Electronic Sharing of Information and Reporting.


(a)  Vendor shall ensure that its information management systems relating to the
Services (e.g., order processing and inventory management systems) provide the
electronic information that is required in the Statement of Work.


(b)  Vendor shall provide Intuit with a set of performance, utilization and
status reports as further described in the Statement of Work, which reports
shall be provided by Vendor to Intuit in accordance with the delivery
procedures and format(s) specified in the Statement of Work.


6.     Reviews.


[*]


(b)  Quarterly Reviews. Not less than twenty (20) days following the end of
each calendar quarter, designated team members from both parties will meet and
confer (via conference call, if necessary) to review the business and
performance during the past calendar quarter. These meetings (the “Quarterly
Reviews”) will include a performance review, continuous improvement projects,
and management status reviews, cost reduction initiatives and other operational
areas and issues. In connection with each Quarterly Review that occurs on or
after January 1, 2002, the parties shall gather the data and rate Vendor’s
performance in accordance with the a Quarterly Review form (the “Quarterly
Review Form”) that measures Vendor’s compliance with the service level
requirements set forth in Exhibit C. Such Quarterly Reviews may result in the
payment of additional compensation based on such performance ratings
(“Quarterly Review Payouts”). The maximum amount of such Quarterly Review
Payouts will be $[*] annually, and $[*] of such maximum amount will be
allocated to payouts that may be earned by Vendor based on Vendor’s performance
ratings relating to [*]. On or before January 1, 2002, the parties will
mutually agree upon (i) the content and format of the Quarterly Review Form,
(ii) the scoring process to be used for the Quarterly Review Form to determine
the amount (if any) of the Quarterly Review Payouts to be paid to Vendor, and
(iii) the allocation of the remaining $[*] of the maximum annual amount of
the Quarterly Review Payouts to the remaining areas (i.e., [*]) of Vendor’s
performance that are rated on the Quarterly Review Form and for which payouts
may be earned by 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.


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7.     Compensation and Payment.


(a)  Subject to the performance by Vendor of its obligations set forth in this
Agreement and the Statement of Work, and except as otherwise provided herein or
therein, Intuit will pay Vendor for the performance of the Services in the
amounts and in accordance with the schedule specified in Exhibit B. No
compensation shall be paid for services rendered by Vendor unless the Services
are set forth in the Statement of Work. Vendor shall invoice and Intuit shall
pay for the Services in accordance with this Section 7, [*], and (ii) comply
with the terms contained therein with regard to the payment and reporting
relating to the Services.


[*]


(c)  Vendor shall have the right, in accordance with the warehouse storage
rates set forth in Exhibit B, to charge Intuit for the warehouse storage of all
Non-Current Products and/or Promotional Products that are not shipped from
Vendor’s Facilities within ninety (90) days from the date such Non-Current
and/or Promotional Products arrive at Vendor’s Facilities.


(d)  Intuit shall pay Vendor a one-time fee of [*] dollars ($[*]) for fixed
costs associated with Vendor’s preparations to provide the Services. In no
event shall Intuit be responsible for the payment of any additional fixed costs
incurred during the period between the Effective Date and the First Shipment
Date (regardless of whether such First Shipment Date occurs on the date set
forth in the Statement of Work or at sometime thereafter, as mutually agreed
upon by the parties). Following the First Shipment Date, Vendor will submit
monthly invoices for the fixed costs outlined in Exhibit B. Vendor will submit
separate [*] invoices for (i) freight costs incurred for shipping Inventory
to Customers, (ii) supply costs, and (iii) variable costs; each such invoice
shall set forth, in reasonable detail, descriptions of the costs incurred
during the preceding week, the calculation of the costs related thereto, prior
approved disbursements or out-of-pocket expenses then due (if any), and such
other information as may be reasonably requested by Intuit. Vendor shall
invoice Intuit for travel expenses in accordance with Intuit’s then-current
reimbursable expenses guidelines. Vendor will send all invoices to Intuit Inc.,
Accounts Payable, M.S. 247, P. O. Box 391296 Mountain View, CA 94039-1296, or
to such other address as Intuit may designate from time to time. All invoices
must reference the number and date of this Agreement.


(e)  Except as otherwise provided in this Agreement, all undisputed payments
will be made by Intuit within forty-five (45) days after receipt of the
applicable invoice, and shall be sent to Vendor at its address specified in the
invoice. In the event that Intuit disputes any invoice rendered or amount
paid, Intuit promptly will notify Vendor in writing and the parties shall work
together to resolve such dispute expeditiously, provided that the time for
payment of the disputed amount on the invoice shall be extended until
resolution of the dispute.







	*	 	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.


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(f)  Vendor shall separately detail in each invoice provided under this
Agreement any applicable taxes for goods or services, and shall separately
enumerate each category of taxes that Intuit may be required to pay Vendor in
connection with the performance of the Services (e.g., sales, use, etc.).
Vendor will be responsible and shall pay any taxes based on Vendor’s net
income. Vendor will reimburse and indemnify Intuit for any such taxes and
contributions and interest and penalties that Intuit may be compelled to pay on
account of Vendor’s non-payment of such taxes.


(g)  Vendor agrees that the Inventory and any other Intuit materials provided by
Intuit hereunder shall remain the property of Intuit. Vendor shall at all
times hold the Inventory and any other Intuit materials free and clear of all
liens, claims, and encumbrances, except such liens, claims and encumbrances of
third parties that are unrelated to the Services, Vendor or its employees and
contractors.


(h)  Vendor will maintain complete and accurate records relating to any fees and
payments charged or made in connection with the Services provided under this
Agreement. Up to a maximum of two times in any calendar year, Intuit may audit
the books, systems, processes and records of Vendor relating to Vendor’s
fulfillment of its obligations under this Agreement at Intuit’s expense during
normal business hours. Such audit shall be for the purpose of assuring that
the Vendor’s performance is in accordance with its obligations under this
Agreement and the Statement of Work. Each audit will be conducted in a manner
designed to minimize disruption to Vendor’s normal business and shall be
conducted on a non-look back basis, i.e. periods to be audited shall exclude
periods already audited. In the event Intuit discovers a performance
deficiency during an audit, Intuit’s remedy will be as follows: (i) Intuit
shall notify Vendor in writing of the deficiency within fourteen (14) days of
discovery; and (ii) Vendor will have ten (10) days after receipt of such notice
to prepare a plan to correct the deficiency, and twenty (20) days after receipt
of such notice to complete correction of the deficiency. Notwithstanding
anything to the contrary contained herein, Intuit retains the right to pursue
any and all remedies available to Intuit under this Agreement, including, but
not limited to, the right to terminate this Agreement under Section 8(b) and
any remedies available to Intuit under law or equity.


8.     Term/ Termination.


(a)  Unless otherwise terminated in accordance with this Agreement, the term of
this Agreement shall begin on the Effective Date and will continue for a period
of three (3) year(s) after the Effective Date (the “Term”). Vendor shall begin
and complete the Services on the dates specified in the Statement of Work.


(b)  Either party may terminate this Agreement (i) due to a material breach of
this Agreement or the Statement of Work by the other party if such material
breach remains uncured for a period of thirty (30) days following receipt of
written notice by the breaching party; and (ii) by giving (30) days’ written
notice to the other party in the event


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of: (A) any sale or transfer of all or substantially all of such other party’s
assets; or (B) any acquisition of a controlling interest in such other party’s
voting stock.


(c)  Intuit reserves the right to terminate this Agreement if Vendor fails to
comply with any of the performance requirements set forth in the Service Level
Attachment, attached hereto as Exhibit C. The termination right granted to
Intuit under this Section 8(c) shall not limit or prevent Intuit from
terminating this Agreement for any other basis permitted under this Agreement.
In addition, the rights and remedies set forth in this Section are in addition
to the corrective actions and specific remedies set forth in the Exhibit C,
which shall be cumulative. Intuit’s right to terminate pursuant to this
Section 8(c) shall be subject to the following procedure:


         (i)  Intuit may notify Vendor in writing of any performance deficiencies
within fourteen (14) days of receipt of the monthly report regarding
performance. Vendor will have ten (10) days after receipt of such notice to
prepare a plan to correct the deficiency, and twenty (20) days after receipt of
such notice to complete correction of the deficiency.


         (ii)  Intuit will have the option to terminate this Agreement if (i) Intuit
gives more than one (1) notice of deficiency relating to substantially the same
performance level requirement set forth in Exhibit C within any twelve (12)
month period during the Term, (ii) Vendor fails to prepare a plan to correct a
deficiency within ten (10) days or to fully implement a correction to a
deficiency within twenty (20) days of receipt of any notice of deficiency, or
(iii) Intuit issues three (3) or more notices of deficiency during any
consecutive eighteen (18) month period (regardless of whether such notices
relate to the same or different performance level requirements). Intuit’s
termination right under this Section 8(c) may be exercised upon thirty (30)
calendar days from the date of such notice, and Vendor shall have no further
right to cure any such deficiency.


(d)  Either party may terminate this Agreement for convenience, without cause,
upon at least one hundred eighty (180) days’ prior written notice to the other
party.


(e)  In the event of an early termination of this Agreement, Intuit shall
compensate Vendor for the Services provided on or before the effective date of
the termination and shall compensate Vendor for any approved disbursements and
out-of-pocket expenses reasonably incurred by Vendor in connection with this
Agreement. Upon termination or expiration of this Agreement, or at any prior
time upon the request of Intuit, Vendor will promptly deliver to Intuit or its
designee, all Inventory in its possession and all Confidential Information and
Materials (as hereinafter defined) Vendor agrees not to retain any copies of
Confidential Information or Materials after the termination or expiration of
this Agreement. All Inventory shall be returned in substantially the same
condition as it was received by Vendor. Notwithstanding the foregoing, if
Intuit or Vendor terminates this Agreement in accordance with Section 8, Intuit
shall be responsible for the costs of removing the Inventory and delivering it
to a new location.


(f)  Prior to the effective date of the termination or expiration of this
Agreement, Vendor and Intuit shall develop a mutually acceptable plan to permit
Intuit to transition


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the Services in a seamless manner to a succeeding service provider. Vendor
agrees to provide reasonable assistance to Intuit in the provision any
transition assistance, including, but not limited to, relocation of Inventory,
employment of full-time staffing necessary for management of the Inventory
transition plan, technical assistance in transitioning and integrating existing
databases and information technology systems with alternative solutions,
assistance in transitioning to alternative transportation providers, managing
Customer service responsibilities transition including returns processing, and
providing a dedicated program manager for a period of thirty (30) days
following the relocation of the Inventory.


(g)  The provisions of Sections 7, 8(e), 8(f), 8(g), 11, 12, 13, 14, 15, 16 and
18 as well as corresponding provisions of any of the Exhibits, will survive any
termination or expiration of this Agreement.


9.     Business Continuity.


(a)  Vendor shall (i) be responsible for business continuity of operations
within the scope of the Services being provided; (ii) within thirty (30) days
after the Effective Date, submit to Intuit for approval a business continuity
plan in a mutually agreed upon format; 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)  Vendor shall provide Intuit reasonable assistance in Intuit’s assessment of
Intuit’s business continuity requirements and provide, for Intuit’s approval, a
set of alternatives for the development of a viable Intuit business continuity
program, and the estimated fees associated with each alternative.


(c)  Vendor shall immediately provide Intuit with a notice of a disaster and,
upon the occurrence of a disaster at a site at which Vendor performs all or
part of the Services, use best efforts to implement the business continuity
plan for such site.


(d)  Vendor shall use its best efforts to restore the Services immediately, but
in any event within the period of time set forth in the business continuity
plan approved by Intuit. In the event of a disaster, Vendor shall not charge
Intuit any fees in excess of the fees set forth in Exhibit B for Vendor to
perform the actions outlined in the mutually agreed upon business continuity
plan. Whenever a force majeure or a disaster causes Vendor to allocate limited
resources between or among Vendor’s customers, Intuit shall receive no less
priority in respect to such allocation than any of Vendor’s other customers.


10.     Preferred Logistics Provider. Subject to the performance by Vendor of its
obligations hereunder, Intuit agrees that Vendor shall be Intuit’s preferred
logistics provider throughout the Term such that if Intuit, including any of
its business units, desires to outsource any freight and shipping management,
inventory logistics or similar order fulfillment requirements, Intuit will
advise Vendor of the opportunity (with at least as much notice as it provides
other potential service providers) and permit Vendor to


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present a proposal to perform such services. In the event that Vendor proposes
to perform the requested services at the same fee and terms (or better) as
other potential service providers, Intuit agrees that it will utilize Vendor
with respect to such services. Notwithstanding the foregoing, neither Intuit
nor any of its business units shall be required to provide Vendor with the
opportunity to make a proposal with respect to freight, shipping, inventory
logistics or similar fulfillment requirements where (i) Intuit obtains such
services together with other services, or (ii) such services are de minimus
and/or Intuit elects not to engage in a competitive bidding process with
respect to such services.


11.     Ownership. As between the parties, each party shall retain all right,
title and interest (including copyright and other proprietary or intellectual
property rights), in its respective trademarks, service marks, trade names,
logos, technical notes, technical documentation, scripts, software
documentation, training materials, Confidential Information (as defined herein)
and any other materials supplied by one party to the other or acquired by one
party, on the other’s behalf, under this Agreement, and all legally protectable
elements, derivative works, modifications and enhancements thereto (the
“Materials”). Nothing in this Agreement shall effect a transfer of copyright
rights from either party to the other. Intuit shall retain all right title and
interest in the Inventory, including without limitation, any software therein.


12.     Confidential Information.


(a)  For the purposes of this Agreement, “Confidential Information” means the
existence and terms and conditions of this Agreement, and all non-public
information about the disclosing party’s (or its suppliers’) business or
activities that is proprietary and confidential, which shall include all
business, financial, technical and other information of either party, whether
or not it is marked or designated by such party as “confidential or
“proprietary” at the time of disclosure. Confidential Information will not
include information that: (i) is in or enters the public domain without breach
of this Agreement; (ii) the receiving party lawfully receives from a third
party without restriction on disclosure and without breach of a nondisclosure
obligation; (iii) the receiving party rightfully knew prior to receiving such
information from the disclosing party; or (iv) the receiving party develops
independent of any information originating from the disclosing party.


(b)  Each party agrees that: (i) it will not disclose to any third party any
Confidential Information disclosed to it by the other party except as expressly
permitted in this Agreement; (ii) it will not use any Confidential Information
disclosed to it by the other party except as necessary to perform its
obligations under this Agreement; and (iii) it will take all reasonable
measures to maintain the confidentiality of all Confidential Information of the
other party in its possession or control, which will in no event be less than
the measures it uses to maintain the confidentiality of its own information of
similar importance. Notwithstanding the foregoing, each party may disclose
Confidential Information to the extent required by a court of competent
jurisdiction or other governmental authority or otherwise as required by law,
provided that such party uses reasonable efforts to request confidential
treatment or a protective order before such


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disclosure; or on a “need-to-know” basis under an obligation of confidentiality
to its legal counsel and accountants.


(c)  Each party acknowledges and agrees that its breach of the provisions under
this Section 12 will result in irreparable harm to Intuit and that Intuit will
have the right to enforce this Agreement and any of its provisions by
injunction, specific performance and/or other equitable relief without
prejudice to any other rights and remedies that Intuit may have.


(d)  Nothing in this Agreement shall relieve any party of any of its obligations
under any separate non-disclosure agreement between the parties, including any
obligation with respect to procedures for handling customer data or other
similarly sensitive information. Vendor agrees to comply with the Security
Requirements agreement as in effect from time to time (the current version of
which is attached as Exhibit F); provided that Vendor will not be obligated to
comply with any changes to the Security Requirements unless Intuit provides
Vendor with written notice of such changes. References in Exhibit F to
“Company” shall be deemed to refer to Vendor.


(e)  All Customer information provided by Intuit to Vendor, or obtained by
Vendor from the Customers during the course of performing the Services on
Intuit’s behalf (“Customer Information”), including, without limitation, name,
phone number, e-mail address, delivery address, company name and billing
address, shall be considered Confidential Information for purposes of this
Agreement, unless the Customer Information falls within in one of the
exceptions stated in Section 12(a). Vendor agrees that, except to the extent
necessary to fulfill its obligations hereunder, it will not use any Customer
Information for any purpose.


13.     Representations and Warranties.


(a)  Each party to this Agreement represents and warrants that: (i) it is a
corporation duly incorporated, validly existing and in good standing; (ii) it
has all requisite corporate power and authority to execute, deliver and perform
its obligations hereunder; (iii) it is duly licensed, authorized or qualified
to do business and is in good standing in every jurisdiction in which a
license, authorization or qualification is required for the ownership or
leasing of its assets or the transaction of business of the character
transacted by it except when the failure to be so licensed, authorized or
qualified would not have a material, adverse effect on its ability to fulfill
its obligations hereunder; (iv) it shall comply with all laws and regulations
applicable to the performance of its obligations hereunder and shall obtain all
applicable permits and licenses required of it in connection with its
obligations hereunder; and (v) it is not a party to any agreement with a third
party, the performance of which is reasonably likely to affect adversely its
ability or the ability of the other party to perform fully its respective
obligations hereunder.


(b)  Vendor represents and warrants that any and all Services rendered under
this Agreement shall be performed by Vendor in accordance with the highest
standards of competence within Vendor’s industry. Vendor represents and
warrants that to the extent it must perform the Services under this Agreement at Intuit’s
facilities, it will do so


11







 




 in accordance with Intuit’s performance standards and
policies attached hereto as Exhibit G. Vendor shall notify Intuit in writing
in advance of Vendor’s desire to retain any subcontractors to support the
performance of the Services, but only in such instances when such
subcontractors shall be assisting Ingram in the performance of services solely
for Intuit. Intuit reserves the right, in its sole discretion, to disapprove
such retention. Any such delegation of Vendor’s duties to any subcontractor
approved by Intuit shall not relieve Vendor of its obligations under this
Agreement.


(c)  EXCEPT FOR THE EXPRESS WARRANTIES MADE OR REFERENCED IN THIS AGREEMENT,
NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SUBJECT
MATTER OF THIS AGREEMENT, AND EACH PARTY HEREBY DISCLAIMS ANY AND ALL IMPLIED
WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.


14.     Indemnification.


(a)  Vendor agrees to defend, indemnify and hold Intuit and its affiliates, and
all of their respective officers, directors, agents and employees, harmless
from and against any and all claims, including liabilities, actions, judgments,
costs, and expenses and reasonable attorneys’ fees (collectively “Claims”),
asserted by a third party arising out of or related to: (i) any breach or
alleged breach of any of Vendor’s representations and warranties hereunder;
(ii) Vendor’s negligent acts, omissions and/or willful misconduct in supplying
the Services under this Agreement; (iii) any obligations imposed by law with
respect to any withholding taxes, social security, unemployment or disability
insurance, or similar items in connection with any payments made to Vendor for
the rendering of Services hereunder; (iv) any claim that the Services infringe
or violate any third party’s copyright, U.S. patent, trade secret, or
trademark, or other intellectual property right; or, (v) any actual, alleged or
contributory patent or copyright infringement, misappropriation of Confidential
Information, or violation of other intellectual or proprietary rights related
to the provision of the Services.


(b)  Intuit agrees to defend, indemnify and hold Vendor and its affiliates, and
all of their respective officers, directors, agents and employees, harmless
from and against any and all claims, including liabilities, actions, judgments,
costs, and expenses and reasonable attorneys’ fees, asserted by a third party
arising out of or related to: (i) any breach or alleged breach by Intuit of
any of Intuit’s representations and warranties hereunder; (ii) the negligent
acts, omissions and/or willful misconduct of Intuit in using the Services
provided under this Agreement; (iii) any claim that the Inventory infringes or
violates any third party’s copyright, U.S. patent, trade secret, or trademark,
or other intellectual property right, or (iv) any actual, alleged or
contributory patent or copyright infringement, misappropriation of Confidential
Information, or violation of other intellectual or proprietary rights related
to the Inventory.


(c)  The party seeking indemnification under Section 14(a) or 14(b), as the case
may be (the “Indemnified Party”), will give prompt written notice to the other
party (the


12







 




 “Indemnifying Party”). (The failure by an Indemnified Party to give
notice as provided, above, shall not relieve the Indemnifying Party of its
obligations under this Section 14(c), except to the extent that the failure
results in the failure of actual notice and the Indemnifying Party is damaged
as a result of the failure to give notice.) In addition, the Indemnified Party
will allow the Indemnifying Party to direct the defense and settlement of any
such claim, with counsel of the Indemnifying Party’s choosing, and will provide
the Indemnifying Party, at the Indemnifying Party’s expense, with information
and assistance that is reasonably necessary for the defense and settlement of
the claim. The Indemnified Party shall have the right to employ separate
counsel and to participate in (but not control) any such action, but the fees
and expenses of such counsel shall be at the expense of the Indemnified Party
unless: (i) the employment of counsel by the Indemnified Party has been
authorized by the Indemnifying Party; (ii) the Indemnified Party has been
advised by its counsel in writing that there is a conflict of interest between
the Indemnifying Party and the Indemnified Party in the conduct of the defense
of the action (in which case the Indemnifying Party shall not have the right to
direct the defense of the action on behalf of the Indemnified Party); or (iii)
the Indemnifying Party has not in fact employed counsel to assume the defense
of the action within a reasonable time following receipt of the notice given
pursuant to this Section 14(c), in each of which cases the fees and expenses of
such counsel shall be at the expense of the Indemnifying Party. An
Indemnifying Party shall not be liable for any settlement of an action effected
without its written consent (which consent shall not be unreasonably withheld),
nor shall an Indemnifying Party settle any such action without the written
consent of the Indemnified Party (which consent shall not be unreasonably
withheld). No Indemnifying Party will consent to the entry of any judgment or
enter into any settlement that does not include as an unconditional term
thereof the giving by the claimant or plaintiff to the Indemnified Party a
release from all liability with respect to the claim.


15.     Insurance. Vendor will, at Vendor’s expense, maintain insurance policies
that cover Vendor’s activities under this Agreement and the Statement of Work
and the activities of Vendor’s employees, agents, and representatives,
including, but not limited to, workers compensation insurance and comprehensive
general liability, errors and omissions liability and media liability with
minimum limits of insurance of $2 million per claim and $4 million annual
aggregate. Vendor will name Intuit as an additional insured on each such
policy. Upon the request of Intuit, Vendor shall provide Intuit with a
certificate of insurance evidencing such coverages.


16.     Limitation of Liability.


(a)  NEITHER VENDOR NOR INTUIT SHALL BE LIABLE TO THE OTHER PARTY, THE
CUSTOMERS, OR ANY OTHER PARTY FOR ANY LOSS, DAMAGE, OR INJURY WHICH RESULTS
FROM THE USE BY THE PARTY, A CUSTOMER, OR ANY OTHER PARTY OF INVENTORY
DELIVERED TO THE OTHER PARTY OR A CUSTOMER UNLESS THE LOSS OR DAMAGE RESULTS
DIRECTLY FROM THE
INTENTIONALLY TORTIOUS OR FRAUDULENT ACTS OR OMISSIONS OF VENDOR OR INTUIT, AS
THE CASE MAY BE.


13







 




(b)  IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY HERETO FOR ANY
INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES, EVEN IF
THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM OR
RELATED TO THE PERFORMANCE OR ANY FAILURE TO PERFORM ANY OF SUCH PARTY’S
OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING LIMITATION OF LIABILITY SHALL
NOT APPLY TO LIMIT DAMAGE RECOVERY WHICH ARISES FROM OR IS RELATED TO (I) A
PARTY’S GROSS NEGLIGENCE IN THE PERFORMANCE OF OR THE FAILURE TO PERFORM SUCH
PARTY’S OBLIGATIONS HEREUNDER, OR (II) A PARTY’S BREACH OF ITS OBLIGATIONS
UNDER SECTION 12 OF THIS AGREEMENT. THE FOREGOING LIMITATION ON LIABILITY ALSO
SHALL NOT SERVE TO LIMIT (A) ANY PARTY’S RECOVERY FOR DIRECT DAMAGES FOR BREACH
OF THIS AGREEMENT OR ANY REMEDY SPECIFICALLY SET FORTH HEREIN, OR (B) EITHER
PARTY’S OBLIGATION UNDER SECTION 14 TO INDEMNIFY THE OTHER AGAINST CLAIMS MADE
BY THIRD PARTIES.


17.     Dispute Resolution. Except with respect to claims involving either party’s
intellectual property rights or the breach or anticipated breach of either
party’s obligations set forth in Section 12, each party agrees to submit in
writing any dispute arising out of or relating to this Agreement to mid-level
management representatives designated by each party, who will meet by
conference or otherwise in an effort to resolve such dispute within five (5)
days. If after the fifth day, such dispute cannot be resolved, then each
party’s respective Vice-President, or substantial equivalent, shall attempt to
resolve the dispute. In the event that the Vice Presidents are unable to
resolve any such dispute within twenty (20) days, the parties shall mutually
determine a date and location for a meeting between the senior management of
each party. Notwithstanding the foregoing, the parties agree, unless otherwise
agreed in writing, (i) to try to resolve any such dispute within thirty (30)
days after the commencement of any such dispute and (ii) to continue
performance of their additional obligations hereunder that are not the subject
of dispute during such period. Either party may bring an action in any court
of competent jurisdiction if, at the expiration of such thirty (30) day period,
the parties remain unable to resolve such dispute.


18.     General.


(a)  Press Releases. The parties may agree to issue joint press releases and
other appropriate announcements and presentations regarding the existence or
performance of this Agreement, the content and timing of which shall be
mutually agreed upon by the parties in writing. Notwithstanding the foregoing,
unless required by law, neither party will, without the prior written approval
of the other party, make any public statement, press release, presentation, or
other announcement relating to the terms, existence of or performance by either
party of its obligations under this Agreement.


(b)  Assignment. Neither party may assign this Agreement, in whole or in part,
without the other party’s prior written consent, which consent shall not be
unreasonably withheld or delayed. Any attempt by either party to assign this
Agreement other than as permitted above will be null and void. Subject to the
foregoing, this Agreement shall be


14







 




 binding upon and shall inure to the benefit
of both parties, their successors and permitted assigns.


(c)  Law and Jurisdiction. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without regard to its
conflicts of laws principles. The parties hereby consent to the exclusive
jurisdiction and venue in the state and federal courts in either Orange County
or Santa Clara County, California.


(d)  Notice. Unless otherwise stated, all notices required under this Agreement
shall be in writing and shall be considered given (i) when delivered
personally; (ii) five (5) days after mailing, when sent certified mail, return
receipt requested and postage prepaid; (iii) one (1) business day after
dispatch, when sent via a commercial overnight carrier, fees prepaid; or (iv)
upon delivery when sent by facsimile transmission confirmed by telephone. All
communications will be addressed as follows (unless changed by notice):




	 	 	 
	To Vendor:

IM-Logistics

1600 East St. Andrew Place

Santa Ana, California 92705

Attn: Bryan Moynahan, Vice President

Phone: (714) 382-4808

Fax: (714) 566-7994	 	
with a copy to:

Ingram Micro Inc.

1600 East St. Andrew Place

Santa Ana, California 92705

Attn: General Counsel

Phone: (714) 382-2924

Fax:(714) 566-9370
	
	
	
	

	 	 	 
	
	
	
	

	To Intuit:

Intuit Inc.

2650 Casey Ave.

Mountain View, California 94043

Attn: David Foster

Director, Supply Chain Management

Phone: (650) 944-2889

Fax: (650) 944-3033	 	
with a copy to:

Intuit Inc.

2632 Marine Way

Mountain View, CA 94043

Attn: General Counsel, Legal Dept.
 

Phone:
(650) 944-6000

Fax: (650) 944-6622



(e)  Force Majeure. Except with respect to delays or failures caused by
the negligent act or omission of either party, any delay in or failure of
performance by either party under this Agreement will not be considered a
breach of this Agreement and will be excused to the extent caused by war, riot
or similar civil disturbance, concerted labor action, earthquake, or similar
acts of God, provided that the party affected by such event shall immediately
begin or resume performance as soon as practicable after the circumstances
giving rise to the event of force majeure have abated. Excusable delays do not
include lockout, shortage of labor, lack of or inability to obtain raw
materials, fuel or supplies or any other industrial disturbance. In no event
shall any occurrence of a force majeure event relieve Vendor of its obligations
under Section 9. In the event that Vendor is not able to fully resume
performance within thirty (30) days after the force majeure event has
commenced, Intuit shall have the right to terminate this Agreement and/or the
Statement of Work immediately upon written notice to Vendor.


15







 




(f)  Severability. If any provision of this Agreement is found illegal or
unenforceable, such provision will be deemed restated, in accordance with
applicable law, to reflect as nearly as possible the original intention of the
parties, and the remainder of the Agreement will continue in full force and
effect.


(g)  Entire Agreement. This Agreement, including any attachments, schedules or
exhibits attached hereto, is the complete and exclusive agreement between the
parties with respect to the subject matter hereof, superseding any prior
agreements and communications (both written and oral) regarding such subject
matter, including, but not limited to, the Initial Agreement. Notwithstanding
the foregoing, nothing in this Section 18(g) shall be deemed to supercede the
Statement of Work. This Agreement may only be modified, or any rights under it
waived, by a written document executed by both parties.


(h)  Waiver. The failure by either party to enforce any term or provision of
this Agreement will not be deemed a waiver of future enforcement by that party
of that or any other term or provision.


(i)  No Third Party Beneficiaries. This Agreement is intended for the sole and
exclusive benefit of the signatories and is not intended to benefit any third
party. Only the parties to this Agreement may enforce it.


(j)  Counterparts. This Agreement may be executed in counterparts, each of
shall constitute an original, and all of which shall constitute one agreement.


(k)  Headings. The headings in this Agreement are for convenience of reference
only and have no legal effect.


16







 



         IN WITNESS WHEREOF, the authorized representatives of the parties have
executed this Agreement as of the date of Effective Date.



	 	 	 	 	 	 	 
	Ingram Micro Inc.	 	INTUIT INC.
	 
	By:	 	
/s/ BRIAN C. MOYNAHAN
	 	By:
	 	/s/ KEN R. MUDGE
	
	
	
	

	Name:	 	
Brian C. Moynahan
	 	Name:
	 	Ken R. Mudge
	
	
	
	

	Title:	 	
VP/GM, Sales
	 	Title:
	 	VP Procurement & Operations



17







 



LIST OF EXHIBITS




	 	 	 
	EXHIBIT A	 	
DESCRIPTION OF SERVICES
	 
	EXHIBIT B	 	
PAYMENTS AND FEES
	 
	EXHIBIT C	 	
SERVICE LEVEL COMMITMENTS
	 
	EXHIBIT D	 	
[*]
	 
	EXHIBIT E	 	
[*]
	 
	EXHIBIT F	 	
INTUIT SECURITY REQUIREMENTS
	 
	EXHIBIT G	 	
PERFORMANCE STANDARDS AND POLICIES








	*	 	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.


18







 




Exhibit A

Description of Services


         The Services shall include, but not be limited to, the following services
(as those services are more fully described in the Statement of Work): (a)
information technology services, including, but not limited to, reporting
services relating to IML’s provision of information technology; (b) inventory
management services, including, but not limited to, services relating to
postponement processes; (c) order management; (d) warehousing and receiving
services, including, but not limited to, services relating to inventory
control; (e) fulfillment services; (f) services relating to the launch and
operation of a virtual warehouse; (g) transportation services for inbound and
outbound Inventory, including, but not limited to, tracking services for the
Inventory during shipment; (h) customer services, including, but not limited
to, claims and return processes; and (i) invoicing services.


 







 




Exhibit B

Payments and Fees


Monthly Fixed Cost




	 	 	 	 	 
	•

•	 	
Dedicated Resources and Equipment

[*]
	 	$[*]

$[*]



Variable Cost




	 	 	 	 	 
	•	 	
Pick, pack and Ship (per unit)
	 	[*]
	
	
	
	

	•	 	
Pick, pack and Ship (per unit) RUSH
	 	[*]
	
	
	
	

	•	 	
Returns (per unit)
	 	[*]
	
	
	
	

	•	 	
Product Destruction (per lb.)
	 	[*]
	
	
	
	

	•	 	
[*]
	 	[*]
	
	
	
	

	 	 	
[*]	 	 
	
	
	
	

	•	 	
[*]
	 	[*]
	
	
	
	

	 	 	
[*]	 	 
	
	
	
	

	•	 	
Pallet Storage per month
	 	$[*]/pallet
	
	
	
	

	 	 	
[*]	 	 
	
	
	
	

	•	 	
Labor rates for [*]	 	 
	
	
	
	

	 	 	
    Between 8 and 5 p.m. (local time) Mon. thru Fri
	 	$[*]/hr/person
	
	
	
	

	 	 	
    Overtime
	 	$[*]/hr/person
	
	
	
	

	•	 	
Other expenses and travel cost for [*]
	 	Cost+[*]



[*]


Freight Rates

See attached freight schedules.







	*	 	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.


 







 






Proposed Intuit “CUSTOM RATES”

[*] Ground Commercial




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	weight	 	zone 2	 	zone 3	 	zone 4	 	zone 5	 	zone 6	 	zone 7	 	zone 8
	
	 	
	 	
	 	
	 	
	 	
	 	
	 	

	1	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	2	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	3	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	4	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	5	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	6	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	7	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	8	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	9	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	10	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	11	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	12	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	13	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	14	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	15	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	16	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	17	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	18	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	19	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	20	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	21	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	22	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	23	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	24	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	25	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]



Proposed Intuit Rates as a % Discount Off Street

[*] Ground Commercial




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	weight	 	Zone 2	 	zone 3	 	zone 4	 	zone 5	 	zone 6	 	zone 7	 	zone 8
	
	 	
	 	
	 	
	 	
	 	
	 	
	 	

	1	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	2	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	3	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	4	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	5	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	6	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	7	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	8	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	9	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	10	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	11	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	12	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	13	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	14	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	15	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	16	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	17	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	18	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	19	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	20	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	21	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	22	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	23	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	24	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	25	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]



[*]     [*]     [*]     [*]     







	*	 	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.


 







 






[*]


NEXT DAY PRIORITY SERVICE (BY NOON)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Zone
	 	 	

	Weight	 	A	 	B	 	C	 	D	 	E	 	F
	
	 	
	 	
	 	
	 	
	 	
	 	

	0 – 500	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	501 — 1000	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	1001 — up	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]



Minimum -     [*]



NEXT DAY SERVICE (BY 5:00 PM)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Zone
	 	 	

	Weight	 	A	 	B	 	C	 	D	 	E	 	F
	
	 	
	 	
	 	
	 	
	 	
	 	

	0 – 500	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	501 — 1000	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	1001 — up	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]



Minimum -     [*]


SECOND DAY SERVICE




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Zone
	 	 	

	Weight	 	A	 	B	 	C	 	D	 	E	 	F
	
	 	
	 	
	 	
	 	
	 	
	 	

	0 – 500	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	501 — 1000	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	1001 — up	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]



Minimum -     [*]


THREE DAY SERVICE




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Zone
	 	 	

	Weight	 	A	 	B	 	C	 	D	 	E	 	F
	
	 	
	 	
	 	
	 	
	 	
	 	

	0 – 500	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	501 — 1000	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	1001 — up	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]



Minimum -     [*]







	*	 	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.


 







 






Inbound LTL and TL – (Retail Only)



Ingram Micro will source LTL and TL carriers through our current
optimization model. Based on cost/service parameters, the selection will be
tied to the desired service level and lowest cost provider


National Inbound LTL Players

[*]


LTL Inbound Transit Times



	 	 	 	 	 	 	 
	Carrier	 	From	 	To	 	Days
	
	 	
	 	
	 	

	[*]	 	
[*]
	 	[*]
	 	[*]
	
	
	
	

	 	 	
[*]
	 	[*]
	 	[*]
	
	
	
	

	 	 	
[*]
	 	[*]
	 	[*]
	
	
	
	

	 	 	
[*]
	 	[*]
	 	[*]
	
	
	
	

	[*]	 	
[*]
	 	[*]
	 	[*]
	
	
	
	

	 	 	
[*]
	 	[*]
	 	[*]
	
	
	
	

	 	 	
[*]
	 	[*]
	 	[*]
	
	
	
	

	 	 	
[*]
	 	[*]
	 	[*]








	*	 	Indicates the preferred LTL carrier selection based on transit and “normal”
business flow.


The current Inbound LTL pricing is based on a flat rate per pound of [ * ].


National Inbound TL Players

[*]


The TL player or combo thereof will be selected based on commitment to the
TL sourcing required to meet service levels. TL carriers are insured for [*]
per load. Under no circumstance can truckload product value shipped from MMI
be over [*] in replacement cost. [*] Costs are subject to change for
various reasons including but not limited to fuel surcharge. The current rates
in effect are as follows:



	 	 	 	 	 	 	 	 	 	 	 
	From	 	To	 	Rate/Mile	 	Fuel Surcharge/Mile	 	Markup	 	Total Cost
	
	 	
	 	
	 	
	 	
	 	

	[*]	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	[*]	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	[*]	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	[*]	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]








	*	 	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.


 







 






Outbound Freight Sourcing – (Retail Only)


IML will make available to Intuit the complete list of carriers that have
current contracts in place with IML. IML will leverage IM-First for pre-paid
carrier selection, which optimizes the freight by shipping lane. Inbound and
Outbound freight rates are subject to change at any time.


For shipments other than LTL and TL, IML will leverage the current IML volume
freight rates and will provide Intuit market competitive rates including an
administrative fee that is based on IML’s markup.


The current Outbound LTL pricing is based on a flat rate per pound of [*].


Outbound TL pricing will be addressed on an as needed basis through a process
of market spot quotation.


In the event that Intuit would instruct IML to 3rd Party Bill Freight charges,
Intuit agrees to open discussions with IML regarding the back-end costs
incurred by IML and how those can be shared.


[*]







	*	 	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.


 







 






DOMESTIC ZONE CHART



[Graphic – map of the United States showing breakdown of shipping regions for
the shipper [*]]







	*	 	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.


 







 






APPENDIX A



Ingram Micro



SAME DAY / NEXT FLIGHT OUT




	 	 	 
	Minimum	 	[*]
	Rate Per Pound	 	
[*]



PRIORITY SERVICE (BY NOON)

Minimum $ [*]




	 	 	 	 	 	 	 	 	 	 	 	 	 
	ZONE	 	A	 	B	 	C	 	D	 	E	 	F
	
	 	
	 	
	 	
	 	
	 	
	 	

	0 — 500	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	501 — 1000	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	1001 & UP	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]



NEXT DAY SERVICE (BY 5:00 PM)

Minimum $ [*]




	 	 	 	 	 	 	 	 	 	 	 	 	 
	ZONE	 	A	 	B	 	C	 	D	 	E	 	F
	
	 	
	 	
	 	
	 	
	 	
	 	

	0 — 500	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	501 — 1000	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	1001 & UP	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]



SECOND DAY SERVICE

Minimum $ [*]




	 	 	 	 	 	 	 	 	 	 	 	 	 
	ZONE	 	A	 	B	 	C	 	D	 	E	 	F
	
	 	
	 	
	 	
	 	
	 	
	 	

	0 — 500	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	501 — 1000	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	1001 & UP	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]



THREE DAY SERVICE

Minimum $ [*]




	 	 	 	 	 	 	 	 	 	 	 	 	 
	ZONE	 	A	 	B	 	C	 	D	 	E	 	F
	
	 	
	 	
	 	
	 	
	 	
	 	

	0 — 500	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	501 — 1000	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	
	
	
	

	1001 & UP	 	
[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]




	•	 	Rates are Door to Door and subject the terms and conditions of the Agreement.
	 
	•	 	[*]
	 
	•	 	[*]
	 
	•	 	[*]








	*	 	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 C

Service Level Commitments


Beginning January 1, 2002, 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 carriers that do not have existing EDI214 connections with IML)
will be delivered to Intuit within [*] of delivery notification from
carrier to IML.
	 
	 	•	 	No less than [*]% uptime of online access to IML’s system
(Impulse) via IngramMicro.com and/or CAPS during regular business hours
due to an IML systemic failure. IML will notify Intuit a minimum of [*]
prior to any Scheduled Downtime (as defined herein) to IML’s
systems (IMpulse, IngramMicro.com and CAPS).
	 
	 	•	 	IML response to customer shipment claim inquiries (as defined in
the Statement of Work) is no more than 48 hours from the time IML
receives the customer inquiry. IML will provide final resolution
(acceptance or denial) on 98% of all claims within 15 business days.



Fulfillment Services




	 	•	 	[*]% On-Time Fulfillment: Provided IML has adequate Inventory to
fulfill the order, and provided the order is received before the[*].
(Local Standard Time) Cut-Off Time, IML will process [*]% of all
printed orders on the business day received unless daily volume exceeds
[*] orders, [*] lines, or [*] units in the [*] facility and [ *
] orders, [*] lines, or [*] units 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: calculated by adding the total
approved short ship units (code SS) + overship units (code OS) +
warehouse picking error units (code WW) and dividing the sum by total
units shipped



[*]







	*	 	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.


 







 






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 one hour for an EDI997 response to
an Intuit EDI850 transaction provided no value added network (VAN)
outages.
	 
	 	•	 	[*]% Advanced Ship Notice (ASN/EDI856) accuracy as measured by
Intuit number of monthly failure notifications caused by IML.
	 
	 	•	 	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:




	 	 	 	 	 	 	 
	Priority Level	 	Description	 	Escalate After	 	First Update to 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.
	 
	 	•	 	IML will ensure Impulse up time % of at least [*]% of the 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 4AM PST

Saturday — 8PM to Midnight PST

Sunday — Midnight to 9AM and 3PM to 7PM PST







	*	 	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.


 







 






Scheduled Downtime shall also include the following times:

IML’s system shuts down on Saturday at 3PM PST until Monday at 4AM PST on the
following dates during the remainder of this fiscal year:

August 25, 2001

September 29, 2001

October 27, 2001

November 24, 2001

December 29, 2001


IML will publish scheduled downtime dates for years 2002 & 2003 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.


Report Capabilities & Metrics




	 	•	 	Intuit will rely upon [*]% accuracy for all IML produced reports.
IML will perform self-audits to ensure accuracy and inform Intuit
immediately of any defects and provide Intuit with a corrective action
plan within 1 business day. Intuit may conduct random audits to
ensure compliance. Accuracy of IML reports is considered critical to
business and Intuit will institute the following plan:



[*]



	 	•	 	Timeliness of reports. Daily FTP files to be available by 5:30 AM
PST and the weekly FTP files to be available by 5:30 AM PST Monday
mornings.
	 
	 	•	 	Reports covered by these Service Level Commitments are described in
in Attachment C of the Statement of Work.



Warehousing & Inventory Management




	 	•	 	[*]% Sku/Product set up accuracy, based on Intuit-provided
information/Sku set up documentation.
	 
	 	•	 	[*]% 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.








	*	 	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.


 







 







	 	•	 	[*]% Inventory Accuracy based on daily cycle count/shortages.
Monthly calculation on absolute cycle count unit inventory adjustments
divided by total inventory unit movement. 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, [*]
business day 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 [*] business days)
	 


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

[*]



Returns Management




	 	•	 	[*]% accuracy on returns reconciliation 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.


 







 







EXHIBIT D



[*]







	*	 	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.


1







 




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.


1







 




Exhibit F: Basic Security Requirements for Customer Data



Definitions




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




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




		
	 	Secret Information: Information that is used to protect other
Personally-Identifiable Information. Generally, Secret Information is not
disclosed to outside parties under any circumstances. Secret Information
includes customer passwords, private encryption keys, and private
signature keys.




		
	 	Sensitive Information: Any information that could be misused in such
a way as to jeopardize the financial or legal position of its owner, or
of the person or company described by the information. Sensitive
Information includes customer account numbers, Social Security numbers,
taxpayer identification numbers, credit card numbers, customer account
balances, customer financial information and transactional activity,
medical records, and legal records.




		
	 	Restricted Information: Information that is not Secret or Sensitive,
but whose permissible use has been restricted by its owner. Restricted
information includes customer names, customer street or e-mail addresses,
customer telephone numbers, and records of customer services and other
data relating to the products and services offered, received, or
purchased by customers of Intuit or the Company.




	A.	 	Controlling Access to Personally-Identifiable Information




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


	 	a)	 	The staff member, subcontractor, or other agent requesting
the access can be uniquely identified (e.g., by a unique User ID)[*];
	 
	 	b)	 	The staff member, subcontractor, or other agent requesting
the access has entered a correct password or other authorizing token
to indicate that he/she is the authorized user of this account. If
passwords are the only method used for authentication, they must
satisfy certain minimal standards mutually agreeable to Intuit and
Company that make them sufficiently robust to effectively resist
both educated guessing and brute-force attacks. [*]
	 
	 	c)	 	In all cases, access permissions must be established in a
manner that allows only for the minimum access level(s) required for
each staff member, subcontractor, or other agent to perform his or
her job function. The ability to read, write, modify or delete
Personally-Identifiable Information must be limited to those
individuals who are specifically authorized to perform those data
maintenance functions.
	 
	 	d)	 	[*]
	 


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




	B.	 	Transmitting Personally-Identifiable Information




	 	1.	 	Unless restricted by law, or as discussed in paragraph D.1,
Company must not electronically transmit Secret or Sensitive
Information over publicly-accessible networks without using 128-bit
SSL or another








	*	 	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.







 



	 	 	 	mechanism that affords similar or greater security
and confidentiality. If legal restrictions limit the use of 128-bit
SSL encryption technology, Company must use the strongest encryption
technology permitted.
	 
	 	2.	 	Personally-Identifiable Information must never be passed in a
URL (e.g., using a Get method) in a manner that potentially exposes
the information to third parties and causes such information to
appear in log files.




	C.	 	Maintaining a Secure Environment




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




	D.	 	Electronic Mail




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




	E.	 	Reviews, Audits, and Remedies




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




	F.	 	Compliance with U.S. Laws and Regulations
	 
	 	 	Company shall comply with all applicable federal, state, and local laws and
regulations.
	 
	G.	 	Changes to Requirements
	 
	 	 	Intuit may, in its sole discretion, amend these requirements from time to
time, as required by law or otherwise.



 


Page 2 of 3






 



	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 G



Intuit Performance Standards and Guidelines



Vendor agrees to adhere to the following standards for performance under this
Agreement:


1) Personal Conduct. Vendor, including its employees and subcontractors, shall
adhere to the same type of rules of personal conduct governing Intuit’s
employees, including, without limitation, the following rules of conduct:


(a)  No person under the influence of intoxicants or narcotics shall be allowed
on Intuit’s property, nor shall any person have in his or her possession any
intoxicant or narcotics.


(b)  Unprofessional conduct such as horseplay, wrestling, fighting, gambling,
fighting, and threatening behavior, will not be permitted.


(c)  There shall be no instances of sexual harassment or any other type of
harassment of any kind, including harassment on the basis of sex, race, color,
religion, gender, age, mental or physical disability, medical condition,
national origin, martial status, veteran status, sexual orientation, or other
characteristic protected under federal or state law or local ordinance.
Vendor’s personnel shall not harass any other person by verbal, physical, or
visual means or in any manner.


2) Accident Prevention. Vendor, including its employees and subcontractors,
shall exercise precaution at all times during the performance of Services in
connection with this Agreement for the protection of persons (including
Vendor’s employees and subcontractors) and property. Vendor shall observe any
and all safety provisions of applicable laws and regulations. Vendor shall
guard machinery and equipment, and eliminate any other hazards in accordance
with the applicable Safety Orders of the Industrial Accident Commission of the
State of California. Vendor shall provide all necessary barriers, signs,
lights, and watchmen during the performance of Services in connection with this
Agreement. Any and all damages during the performance of the Services under
this Agreement from whatever cause, shall be borne and sustained by Vendor, and
all work shall be solely at Vendor’s risk until it has been finally approved
and accepted by Intuit.


3) Security. Vendor shall at all times perform Services under this
Agreement in a manner to avoid the risk of loss, theft, or damage by
vandalism, sabotage or other means to any property. Vendor shall promptly
take all reasonable precautions which are necessary and adequate to
protect against conditions which involve a risk of
loss, theft or damage to its property, Intuit’s property, and the work site.
Vendor shall continuously inspect all its work, materials, and equipment
facilities to discover and determine any of the above-described conditions
and Vendor shall be solely responsible for discovery, determination and
correction of any such conditions. Vendor shall cooperate with Intuit on
all security matters and Vendor shall promptly comply with any project
security requirements established by Intuit. Compliance with these security
requirements shall not relieve Vendor of its responsibility for maintaining
adequate security, nor shall such compliance be construed as limiting
Vendor’s obligation to undertake reasonable action as required to comply
with the terms and conditions of this Agreement. Vendor shall prepare and
maintain accurate reports of incidents of loss, theft or vandalism and
Vendor shall furnish these reports to Intuit in a timely manner. Vendor is
solely responsible for the safety of its own personnel.


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4) Entry on Intuit’s Property. While Vendor is on Intuit’s property, Vendor
will maintain strict work discipline and shall comply with Intuit’s site
policies, procedures, and programs relevant to Vendor’s provision of Services.
In the event of any accident or other occurrence resulting in personal injury
or illness when Vendor is on Intuit’s property, Vendor shall immediately notify
Intuit. Upon Intuit’s request, Vendor shall provide Intuit with documentation
fully describing the accident and injury or illness and the actions implemented
to prevent similar occurrences.


5) Governmental Permits and Notifications. Vendor shall investigate the need
for, and shall procure in its own name to the extent allowed by law, all
governmental permits, notifications, approvals and inspections required for the
performance of Vendor’s Services under this Agreement. Vendor shall promptly
notify Intuit in writing if any such permit or approval lapses, or is modified
or revoked. If, under applicable law, any such permits or approvals must be
procured in Intuit’s name, Vendor shall promptly so inform Intuit and shall
assist Intuit in obtaining such permits or approvals.


6) Occupational Safety and Health. All laws, interim and permanent standards,
rules and regulations of the Occupational Safety and Health Act; all state and
federal laws and regulations relating to safety and health standards,
procedures and programs relating to safety and health are incorporated into
this Agreement by this reference. Vendor agrees to perform the Services in
compliance with, and to furnish only supplies, articles, and equipment that
comply with, such laws, standards, regulations, policies, procedures, and
programs.


7) Warning Signals. To the extent required by law or necessary to protect the
health and safety of Intuit’s employees, agents and visitors, Vendor shall
ensure that the area of work where Vendor is to furnish the Services is
appropriately isolated and posted with clear and conspicuous warning notices
advising Intuit’s employees, agents
and visitors of any hazards that may be associated with the work performed by
Vendor hereunder.


8) Cooperation. Vendor shall cooperate with Intuit in performing Services under
this Agreement so as to minimize any potential interference with Intuit’s other
activities, to protect the safety and health of Intuit’s employees, agents and
visitors, and to safeguard the security and integrity of Intuit’s property.


9) Environmental Health and Safety: Vendor shall comply with Intuit’s
environmental, health, and safety site policies, procedures, and programs
that may apply to Vendor’s obligation to provide Services. Vendor
acknowledges and agrees that it is Vendor’s responsibility to understand
all site policies, procedures, and programs relating to environmental
protection, safety and health and to ensure that Vendor’s employees and
contractors understand such policies, procedures, and programs. Vendor
agrees to provide Services in compliance with, and to furnish only
supplies, articles, and equipment that comply with such policies,
procedures, and programs.


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10) Releases to Environment: In performing Services under this Agreement,
Vendor shall not discharge, release or emit, or cause to be discharged,
released or emitted, any hazardous or non-hazardous substance into the
environment, without the prior written approval of an authorized representative
of Intuit’s Environmental, Health and Safety Department. If any discharge,
release or emission not so approved by Intuit occurs, Vendor shall inform
Intuit immediately, shall promptly undertake all reasonable efforts to contain
and cease such activity, and shall restore all property to its original
condition.


11) Hazardous Materials. Whenever Vendor uses or stores flammable, explosive,
or other hazardous materials or hazardous equipment or uses hazardous or
unusual methods necessary for its performance of the Services, Vendor shall
exercise utmost care and shall carry on such activities under supervision of
properly trained personnel and in accordance with all Intuit policies, programs
and procedures related to hazardous materials. Vendor shall not take any
remedial action with regard to hazardous materials used in the performance of
the Services or enter into any settlement agreement, consent decree or other
compromise relating thereto without first notifying Intuit in writing of
Vendor’s intention to do so and affording Intuit ample opportunity to protect
its interests. Whenever Vendor is aware of any of the following actions
regarding hazardous materials that are instituted, completed or threatened,
Vendor shall immediately notify Intuit, in writing: i) any government or
regulatory action, ii) any claim against Vendor or Intuit, and iii) any
reports, complaints, notices or warnings of asserted violations to any
governmental agency.


12) Waste Handling. Vendor shall manage, handle and dispose of all wastes
generated by its Services properly and in accordance with all applicable
governmental requirements, including those applicable to hazardous waste and
all Intuit policies, programs, and procedures related to waste handling.
Vendor shall promptly deliver to Intuit copies of manifests or applicable
shipping documents reflecting the legal and proper disposal of any hazardous
materials that Vendor has caused to be removed from any of Intuit’s premises.
Except as otherwise approved in writing by an authorized representative of
Intuit, Vendor shall not (i) dispose of any waste on, in, under or about
Intuit’s property or any container thereon, or (ii) list Intuit as a waste
generator.


13) Disputes and Work Stoppages. No dispute between labor organizations and
Vendor shall be permitted to occur or be manifested on any Intuit site, and
Vendor agrees to employ personnel and other agents for the Services who will
work at all times in harmony with Intuit’s personnel and other agents. Vendor
agrees not to participate in or encourage any cessation of the Services that
may occur as a result of any such labor dispute, however Vendor may participate
in lawful negotiations. Should there be a stoppage of the Services that
involves, but is not limited to, the participation of Vendor’s personnel or
other agents, or third party actions involving informational or organizational
picketing, Vendor agrees to take appropriate and prompt action to provide
qualified personnel or other agents to perform the Services. If Vendor is
unable to provide such personnel or other agents, Vendor agrees to reimburse
Intuit any financial expenses incurred by Intuit in causing the Services to be
provided by another.



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