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B. Bonus Payments. Daisytek shall have the right, in its sole
and absolute discretion, to pay bonuses to the individuals set forth on
Exhibit-Bonus (up to the amounts specified therein), subject to such
conditions precedent as Daisytek shall determine in its sole
discretion.
Daisytek will be responsible for, and will indemnify PFS
against and in respect of, all payroll taxes and other governmental
charges and filings applicable to such bonus payments. The foregoing
bonuses shall not be deemed PFS wages or compensation for such persons.
Except for the foregoing or as PFS may otherwise consent, Daisytek will
not pay any other bonuses or other remuneration to any PFS employee in
connection with the Designated Services.
C. Guaranteed Payments Certificate. With respect to the
Guaranteed Agreements (as such term is defined in the Asset Purchase
Agreement), on or before each Invoice Due Date, PFS will also deliver
to Daisytek, a certificate executed by a duly authorized officer of
PFS, certifying that all amounts due by PFS under the Guaranteed
Agreements have been paid and that such Guaranteed Agreements are not
otherwise in default (the "Guaranteed Payments Certificate").
1.9. STANDARD OF SERVICE. PFS agrees that it will use its best efforts
to perform the Designated Services in a professional manner and in the same or
similar manner, scope, quality and nature as provided during the 12 month period
prior to the date hereof. Notwithstanding the foregoing service level standard,
with respect to the Designated Services, PFS agrees to comply with the notice
and the requirements related to the resolution of Level 1 faults specified in
Exhibit SLA.
1.10. AUTHORIZED REPRESENTATIVE; NOTIFICATION OF PROBLEMS. Daisytek
shall provide PFS with all information, instructions and authorizations as PFS
may require in order to perform the Designated Services hereunder. All
information, instructions and authorizations by Daisytek to PFS shall comply
with all applicable federal, state and local laws, rules and regulations, and
PFS has no responsibility to confirm or verify the adequacy, accuracy or
validity thereof. In performing the Designated Services hereunder (and except as
otherwise set forth above regarding Service Level Breaches), PFS shall act in
accordance with, and shall be entitled to rely upon, all written, facsimile and
electronic information, instructions and authorizations provided by an
Authorized Representative of Daisytek and received by a PFS Representative. As
used herein, the term Authorized Representative means Bill Justus, Bill
Bergeron, Mike Bishoff or any other Daisytek representative designated by Jim
Powell and set forth, in a written notice to a PFS Representative. Daisytek and
PFS acknowledge the importance of promptly sharing and working together to
resolve performance issues relating to the Designated Services. Accordingly,
Daisytek and PFS shall provide written notice to the other party of any acts or
omissions (whether by Daisytek, PFS or any third party), or any other events
that interfere with, or are likely to interfere with such party's performance of
its obligations under this Agreement. Each party shall use all commercially
reasonable efforts to provide such written notice when such party first knew or
should have known of such acts, omissions, failures or other events, but in any
case no later than ten (10) days thereafter. Such written notice shall describe
in reasonable detail such acts, omissions, failures or other events and the
manner in which the foregoing may affect such party's performance.
1.11. INTELLECTUAL PROPERTY RIGHTS. Except to the extent expressly
included as part of the Fulfillment Assets being purchased by Daisytek pursuant
to the terms of the Asset Purchase Agreement, and to the extent used in the
performance of or related to the Designated Services, and/or the Fulfillment
Services Daisytek and PFS will jointly own, and to the extent necessary, each of
PFS and Daisytek hereby assigns to the other an undivided interest in all of the
right, title and interest, including without limitation all patent rights
(including rights to apply for and receive patents of any type, patent
application, and patents), copyrights, trade secret rights, database protection
rights, and other intellectual property and related industrial, artistic, and
other intellectual property rights of any and every nature throughout the world,
as well as the benefits of waivers of moral rights and the like, ("Intellectual
Property Rights"), that it now possesses or is entitled to possess or receive,
in or to the following: source code and object code version of any application
programs, operating system software, computer software languages, utilities,
other computer programs (i.e. any set of statements or instructions to be used
directly or indirectly in a computer in order to bring about a certain result),
processes, systems, interfaces, and documentation and supporting materials
related thereto, in whatever form or media, used in the performance of or
related to the Designated Services and/or the Fulfillment Services, including
the tangible media upon which such applications programs, operating system
software, computer software languages, utilities or other computer programs,
documentation and supporting materials related thereto are recorded or printed,
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