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C. is independently developed by the receiving party through
persons or entities who have not had, either directly or indirectly,
access to or knowledge of the Confidential Information;
D. is disclosed to a third party consistent with the terms of
the written approval of the party originally disclosing the
information;
E. is required by the receiving party to be produced under
order of a court of competent jurisdiction or other similar
requirements of a governmental agency, and the Confidential Information
will otherwise continue to be Confidential Information required to be
held confidential for purposes of this agreement; or
F. is required by the receiving party to be disclosed by
applicable law or a stock exchange or association on which the
receiving party's securities are listed.
The party making a disclosure under clauses (v) or (vi) must inform the
non-disclosing party as promptly as is reasonably necessary to enable the
non-disclosing party to take action to, and use the disclosing party's
reasonable best efforts to, limit the disclosure and maintain confidentiality to
the extent practicable.
1.16. RECORD RETENTION. PFS shall during the term of this Agreement for
a period of 48 months following the termination or expiration of this Agreement,
maintain complete and accurate records in connection with this Agreement and all
transactions related thereto, including all records and supporting documentation
appropriate or necessary to document either the Designated Services and the
charges (including Monthly Fees) paid or payable by Daisytek under this
Agreement. In addition, on or before June 15, 2001, PFS shall deliver to
Daisytek copies of tape backups for fiscal years 1995 - 1997. For fiscal years
thereafter, PFS will provide copies of tape backups of Daisytek information upon
request.
2. TERM
2.1. TERM. This Agreement shall take effect upon the Effective Date and
shall continue in full force and effect through [November 25, 2001], subject to
the other provisions set forth herein.
2.2. RENEWAL TERM. Not later than forty-five (45) days prior to the
then-scheduled expiration of this Agreement, Daisytek may notify PFS that it
desires to extend the term of this Agreement for one or more additional periods
of 30 days. Promptly after such notice, PFS and Daisytek will negotiate in good
faith the terms and conditions for such extension, including but not necessarily
limited to the compensation to be payable by Daisytek to PFS for the Designated
Services to be provided by PFS during such extension of the term. If the parties
reach agreement on such terms and conditions, then they will amend this
Agreement to conform to such agreement; if the parties have not reached
agreement on the terms and conditions of such extension prior to fifteen (15)
days before the then-scheduled expiration date of this Agreement, then this
Agreement will expire as scheduled and PFS will not have any obligation to
provide Designated Services to Daisytek hereunder after such expiration date.
Upon termination of this Agreement, all rights and obligations of the parties
shall cease and terminate except as otherwise expressly set forth as surviving
herein.
3. GENERAL PROVISIONS
3.1. ENTIRE AGREEMENT. This Agreement (including the exhibits and
schedules attached hereto), the Asset Purchase Agreement (including the exhibits
and schedules attached thereto) constitute the entire agreement of the parties
with respect to the subject matter hereof, and supersedes and terminates any and
all prior agreements or contracts, oral or written, entered into between the
parties relating to the subject matter hereof. Each party acknowledges that
there are no warranties, representations, covenants or understandings of any
kind, manner or description whatsoever by either party to the other with respect
to the premises except as expressly set forth herein.
3.2. NO AMENDMENT. This Agreement shall not be amended or otherwise
modified except by a written agreement dated subsequent to the date of this
Agreement and signed on behalf of PFS and Daisytek by their respective duly
authorized representatives. No course of dealing, course of performance or
failure of either party to
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