Microsoft Corporation
1994/1995 Channel
Agreement
This Microsoft Corporation 1994/1995 Channel Agreement ("Agreement") is
entered into as of the 1st day of July, 1994 between MICROSOFT
CORPORATION ("MS") having its principal place of business at One
Microsoft Way, Redmond, WA 98052-6399 and DJ&J SOFTWARE CORPORATION
d.b.a. EGGHEAD SOFTWARE ("CUSTOMER") having its principal place of
business at 22011 SE 51st Street, Issaquah, WA 98027.
1. Definitions
All capitalized terms included in this Agreement are as defined in
Schedule A attached hereto.
2. Term of Agreement
2.1 Term
This Agreement shall take effect on the Effective Date and shall
continue until June 30, 1995.
2.2 Termination
Either MS or CUSTOMER may terminate this Agreement and/or any amendment
hereto at any time, with or without cause, upon thirty (30) days prior
written notice. Neither party shall be responsible to the other for any
costs or damages resulting from the termination of this Agreement.
Rights to payment of money which have accrued prior to termination shall
survive termination. Any Product acquired by CUSTOMER pursuant to this
Agreement which is in its possession as of the termination of this
Agreement shall be distributed by CUSTOMER subject to the restrictions
in this Agreement, or may be returned to MS only within sixty (60) days
of termination as authorized herein. CUSTOMER shall make a final report
to MS within ninety (90) days of termination of this Agreement.
Termination of this Agreement shall automatically terminate any
amendments hereto.
3. CUSTOMER Obligations
3.1 Financial Statement
CUSTOMER will provide to MS' credit management, quarterly Financial
Statements within forty-five (45) days after the end of each calendar
quarter. CUSTOMER Financial Statements will be used by MS' credit
department solely for the purpose of establishing and reviewing
CUSTOMER's credit. Financial Statements should be forwarded to attn.
Credit Manager, Finance, Microsoft, One Microsoft Way, Redmond, WA
98052-6399.
3.2 Payment Terms
Payment terms are net ----- (-----) days from the date of MS' invoice,
subject to approval of open discount terms by MS. For payments made
within ----- (-----) days from the date of MS' invoice, CUSTOMER shall
- -------------------------------------------. All invoices outstanding
over thirty (30) days may be assessed a finance charge of the then-
current prime rate plus ----- percent (-----%) per month or the legal
maximum, whichever is less. Failure by CUSTOMER to meet payment terms
may result in a hold by MS of all pending CUSTOMER orders.
All payments to MS by CUSTOMER shall be in the form of bank wire
transfer, sent to the following:
First Interstate Bank of WA
Seattle Main Branch
ABA: #125-000-286
Beneficiary: Microsoft Corporation
Account No. 001-025865
3.3 Shipment Shortage Claims
CUSTOMER shall submit all claims for shortages and/or variances in
shipments to MS in writing within fifteen (15) days of CUSTOMER's
receipt of the shipment. All such claims not submitted in writing to MS
within the fifteen (15) day period shall be deemed waived by CUSTOMER.
CUSTOMER shall be responsible for all claims made with respect to
freight collect shipments, and shall not withhold payment to MS as a
result of such claims.
3.4 No Other Product Warranties by CUSTOMER
Neither CUSTOMER nor any of its employees or agents shall have any right
to make any other warranties or promises for the use of Product which
are not contained in the written warranty document accompanying the
Product. CUSTOMER may, however, make representations and give
instructions for the use of the Product which are contained on the
Product label or container, or End User documentation provided with the
manual or MS product literature denoted by a MS part number or
authorized in writing by MS.
3.5 No Alterations of Product
CUSTOMER shall not alter the Product or Product packaging, and shall
have no authority to make copies of MS diskettes or documentation.
CUSTOMER shall distribute Product to its customers in unopened packages
as shipped by MS.
3.6 Use of Trademarks
The appropriate trademark symbol (either "TM" or "*" in a superscript
following the Product name) shall be used whenever a Product name is
first mentioned in any advertisement, brochure, or other material
circulated or displayed by CUSTOMER. MS' current trademark list is
attached hereto as Schedule B.
3.7 Authorized Distribution
Product acquired under this Agreement shall be distributed only within
the Territory. CUSTOMER shall not, without the prior written consent of
MS, distribute Product to any Reseller or End User whom they have reason
to believe may re-distribute such Product outside of the Territory.
3.8 Taxes
CUSTOMER shall be liable for all sales, use, value added, duties,
tariffs or other similar taxes of any nature whatsoever associated with
the distribution of the Product, and shall indemnify and hold MS
harmless from any such taxes or expenses.
3.9 -----------------------------
From time to time, MS may require ----------------------------------
from CUSTOMER. CUSTOMER shall comply with all ---------------------
requirements designated by MS from time to time.
4. MS Obligations
4.1 Assistance with Reporting
Upon request, MS shall use best efforts to assist CUSTOMER in data
reporting, and will work with CUSTOMER's MIS department to facilitate
the data reporting process.
4.2 New Products; Promotional Products
MS may elect at any time during the term of this Agreement to announce
new or Promotional Product to which the terms and conditions of this
Agreement do not apply. In the event MS elects to announce Promotional
Product, MS shall provide CUSTOMER with ----- (-----) days prior notice
of such announcement.
4.3 Inventory Price Protection
During the term of the Agreement, MS shall grant CUSTOMER a price
adjustment against Product price reductions made by MS, which price
reductions are made on an indefinite basis, on all CUSTOMER's inventory
which CUSTOMER reports as in its inventory as of the day of the price
reduction. Such price adjustment shall be in the form of a Purchase
Credit equal to the difference between the lowest price paid by CUSTOMER
during the ----- (-----) Months prior to the price reduction and the
reduced price, and shall be paid no later than ----- (-----) days after
CUSTOMER provides proof of inventory. Special temporary prices and
promotional offerings, which may include price reductions or free goods,
shall not be considered a price reduction to which this section applies.
4.4 No Warranties for Product Not Manufactured by MS
MS makes no warranties as to items distributed under a third party name,
copyright, trademark or trade name which may be included within the
retail package of a Product sold hereunder.
4.5 Audits
MS may audit the applicable records and operations of CUSTOMER as is
reasonable to verify CUSTOMER's compliance with the terms of this
Agreement. CUSTOMER shall promptly correct any errors and omissions
disclosed by such audit. Any audit will be conducted during CUSTOMER's
normal business hours in such a manner as not to unreasonably interfere
with CUSTOMER's normal business activities.
5. CUSTOMER and MS Obligations
5.1 Order Processing
CUSTOMER shall order Product from MS by written or electronically
transmitted purchase order. All orders by CUSTOMER shall be in Master
Pack quantities only. MS shall have ----- (-----) days from receipt to
reject any purchase order. MS shall fulfill unconditional written or
electronic purchase orders from CUSTOMER, subject to CUSTOMER's credit
limits, current payment status, and approved Average Payment Days
("APD") guidelines as determined by MS.
Except as provided herein, CUSTOMER shall have the right to change or
cancel any purchase order, provided that CUSTOMER notifies MS of the
change or cancellation no later than ----- (-----) hours prior to the
order shipment to CUSTOMER by MS. Should CUSTOMER choose to change any
purchase order line item, CUSTOMER shall be required to submit a new
purchase order to MS, clearly indicating which line item(s) are changed.
Line item changes shall not effect the remaining items on CUSTOMER's
purchase order. Should CUSTOMER choose to cancel a purchase order,
CUSTOMER must provide MS with a written cancellation request
5.2 Defective Product Returns
At MS' sole discretion, MS may determine that a Product or Product
shipment is Defective. Should MS determine that a Product or Product
shipment is Defective, MS shall provide CUSTOMER with a replacement for
all defective Product returned to MS or destroyed at CUSTOMER's
location. ----- shall pay freight costs for shipment of replacement
Product from MS to Customer. All Defective Product returned to MS shall
be shipped freight --------------------- in cartons clearly marked with
the Return Authorization Number and a packing slip affixed to the
carton.
5.3 Product Warranty; Limitation of Liability
(a) MS warrants its software and hardware Product to End Users as
defined in the written limited warranty document accompanying each
Product. All replacement Product is delivered subject to the terms of
the MS limited Product warranty. THE ABOVE LIMITED WARRANTIES ARE IN
LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, OR STATUTORY,
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND OF ALL OTHER OBLIGATIONS OR LIABILITIES ON MS'
PART.
(b) NEITHER MS NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE
CREATION, PRODUCTION, OR DELIVERY OF ANY PRODUCT WHICH ARE THE SUBJECT
OF THIS AGREEMENT SHALL BE LIABLE FOR ANY DIRECT, INDIRECT,
CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF
BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION,
AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE ANY PRODUCT
EVEN IF MS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(c) IN ANY CASE, THE LIABILITY OF MS (i) UNDER ANY PROVISION OF
THIS AGREEMENT; (ii) FOR ANY DAMAGES CAUSED BY A PROGRAM DEFECT OR
FAILURE IN ANY PRODUCT OR (iii) ARISING FROM A COURT OF PROPER
JURISDICTION HOLDING ANY OF THE ABOVE WARRANTIES OR DISCLAIMERS OF
WARRANTIES INADEQUATE- OR INVALID SHALL BE LIMITED TO THE AMOUNT
ACTUALLY PAID BY CUSTOMER TO MS UNDER THIS AGREEMENT. MS' LIMITATION OF
LIABILITY IS CUMULATIVE WITH ALL OF MS' EXPENDITURES BEING AGGREGATED TO
DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF CLAIMS OR SUITS
AGAINST MORE THAN ONE PRODUCT LICENSED UNDER THIS AGREEMENT WILL NOT
ENLARGE OR EXTEND THE LIMIT. CUSTOMER RELEASES MS FROM ALL OBLIGATIONS,
LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THE LIMITATION.
5.4 Semester Programs
(a) Marketing Funds
Each Semester, MS may allow CUSTOMER to participate in programs which
provide the opportunity to earn marketing funds. CUSTOMER's
participation in such programs shall be governed by CUSTOMER's then
current Microsoft Rebate and Marketing Fund Addendum to this Agreement,
and Microsoft's Marketing Fund Guidelines, as such may be promulgated
and modified by MS, in its sole discretion, from time to time.
(b) Rebates
Each Semester, MS may allow CUSTOMER to participate in programs which
provide the opportunity to earn rebates as described in CUSTOMER's
current Microsoft Rebate and Marketing Fund Addendum to this Agreement,
and CUSTOMER's Rebate Program Guidelines, as such may be promulgated and
modified by MS, in its sole discretion, from time to time.
(c) Electronic Data Interchange
MS shall require CUSTOMER to provide weekly and monthly sales reporting
during the term of this Agreement. Such sales reporting shall be
submitted to MS in accordance with the Electronic Data Interchange (EDI)
Guidelines as provided to CUSTOMER by MS, from time to time.
5.5 Inventory Balancing
CUSTOMER must submit a written or electronic MS Return Authorization to
return Products for the purpose of inventory balancing in the MS Months
of ------------------------------------, summarizing the quantities of
each Product to be returned. Upon verification that CUSTOMER is meeting
its inventory balancing terms, MS shall issue a Return Authorization
Number, which will expire ----- (-----) days from the date of issue.
To reduce its inventory risk, CUSTOMER shall be entitled to balance its
Product inventory in accordance with the following:
(a) Product inventory may not be balanced more than ----- times
during the term of this Agreement, during the Months indicated above,
and within ----- (-----) days of the date of issue of the Return
Authorization Number,
(b) Product may be balanced only if, at the time of balancing, it
is listed on the then-current MS Price List,
(c) Product may be balanced only if CUSTOMER's Product return is
accompanied by a -------------------------------------------------------
- -------------------------,
(d) The aggregate quantity of Product that may be returned shall
be limited to; (i) in the case of Product classified by MS as "Consumer
Product" (excluding, however, all ------------------- Product), -----%
of net -------------------- of such Consumer Product for the ----- full
Months immediately preceding the stock balancing request, and (ii) in
the case of all Product other than that referred to in clause (i) above,
to -----% of net ------------------------ of all other
Product for the ----- full Months immediately preceding the stock
balancing request,
(e) Promotional Product may not be balanced,
(f) Product to be balanced may only include Product purchased by
CUSTOMER from MS,
(g) Unresaleable product may not be balanced, and
(h) Product is subject to inspection by MS or an MS authorized
agent prior to return by CUSTOMER to MS pursuant to the terms of MS'
then current Return Processing Guidelines.
If the foregoing conditions have been met, CUSTOMER shall return Product
to MS -------------- in cartons clearly marked with the Return
Authorization Number and a packing slip attached to the outside. Any
Product returned to MS which does not comply with the provisions of this
Section may, at MS' discretion, be returned by MS to CUSTOMER subject to
a ----- percent ----------------- and the -------------- incurred by MS
in returning such Product which shall be paid immediately by CUSTOMER to
MS upon receipt of an invoice therefor.
Upon receipt of Product which complies with the conditions set forth in
this Section, MS shall issue a Purchase Credit for the returned Product
in an amount equal to the ------------ CUSTOMER paid for the Product
in the ----- Months prior to the return. In no event, will ------------
- ------- be given for exchanges, replacements or returned merchandise
hereunder. ------------------ shall pay all freight and other costs of
replacement Product in the same manner and on the same terms as new
Product purchased by CUSTOMER under this Agreement
5.6 Prior Version Returns
When MS ships a new version of a Product or a Discontinued Product to
its authorized distributors, CUSTOMER shall receive a Purchase Credit
for prior version of the Product, if CUSTOMER complies with all of the
following:
(a) Product shall be destroyed at ----------------------- once
every other Month,
(b) Product may be returned only if CUSTOMER's Product return
- ------------------------------------------------------------------------
(c) Returned product shall be received by MS within ----- days of
the date the new version of such Product is first shipped by MS to its
authorized distributors,
(d) Product which is promotional merchandise may not be returned,
(e) Product to be returned must only include Product purchased by
CUSTOMER from MS,
(f) Unresaleable Product may not be returned, and
(g) Product returned shall be limited to the --------------------
prior to the new Product version.
MS shall use its best efforts to notify CUSTOMER within ----- days prior
to the shipment of any new Product version, or the existence of any
discontinued Product, which would be subject to this Section.
If the foregoing conditions have been met, Product shall be destroyed at
- ------------- locations pursuant to the terms of MS' then current Return
Processing Guidelines.
5.7 Unresaleable Product Allowance
Contemporaneously with CUSTOMER's credit for prior versions, CUSTOMER
shall receive a Purchase Credit equal to ----- percent (-----%) of
CUSTOMER's net purchases for the previous ----- (-----) Months. Such
Purchase Credit shall be to compensate CUSTOMER for Unresaleable Product
held in CUSTOMER's inventory which is no longer resaleable, provided
that CUSTOMER agrees to destroy or recycle all such Product, and provide
MS will a full report of all Unresaleable Product. Unresaleable Product
may not be resold or recycled.
Upon destruction of Product which complies with the conditions set forth
in this Section, MS shall issue a Purchase Credit for the Product
destroyed in an amount equal to the ------------------------------- paid
for the Product in the ----- months prior to the return. In no event,
will -------------- be given for exchanges, replacements or returned
merchandise hereunder. -------------- shall pay all freight and other
costs of replacement Product in the same manner and on the same terms as
new Product purchased by CUSTOMER under this Agreement
6. Patent, Copyright and Trademark Infringement
MS shall defend and pay the amount of any final adverse judgment against
CUSTOMER, or settlement to which MS has consented, resulting from claims
of infringement of any United States patent, copyright, trademark and/or
service mark with respect to a Product, provided that the Product has
not been altered, and provided further that MS is notified promptly in
writing of such a claim and has sole control over its defense or
settlement, and CUSTOMER provides reasonable assistance in the defense
of the same.
7. Delay in Performance
Neither party shall be liable for failure or delay in the performance of
any of its obligations under this Agreement, except obligations for the
payment of money, if such delay or failure is caused by circumstances
beyond the control of the party affected. Strikes or other labor
difficulties which are not capable of being terminated on terms
acceptable to the party affected shall not be considered circumstances
within the control of such party. In the event of Product shortages, MS
shall have the right to allocate available supplies of the Product in
its sole discretion.
8. No Waiver
None of the provisions of this Agreement shall be deemed to have been
waived by any act or acquiescence on the part of MS, CUSTOMER or their
respective agents or employees, but may be waived only by an instrument
in writing signed by an authorized officer of the waiving party. No
waiver of any provision of this Agreement shall constitute a waiver of
any other provision or of the same provision on another occasion.
9. No Partnership or Agency
Nothing in this Agreement shall be deemed to create or constitute a
partnership, joint venture, agency, or contract of employment between MS
and CUSTOMER.
10. Attorney's Fees; Governing Law
In the event an action is commenced to enforce a party's rights under
this Agreement, the prevailing party in such action shall be entitled to
recover its costs and attorneys' fees. This Agreement shall be governed
by and interpreted in accordance with the laws of the State of
Washington. CUSTOMER consents to nonexclusive jurisdiction and venue in
King County, Washington.
11. Entire Agreement
This Agreement and all attached Amendments, Addenda and Schedules
constitute the entire agreement between MS and CUSTOMER, and supersedes
and terminates any and all prior agreements or contracts, written or
oral, entered into between the parties relating to the subject matter
hereof. Any representations, promises, or conditions in connection
therewith not in writing signed by both parties shall not be binding
upon either party. This Agreement shall control any provisions in
purchase orders which are inconsistent with this Agreement.
12. U.S. Government Restricted Rights
Any Product which CUSTOMER distributes or licenses to or on behalf of
the United States of America, its agencies and/or instrumentalities (the
"Government"), are provided to CUSTOMER with RESTRICTED RIGHTS. Use,
duplication or disclosure by the Government is subject to restriction as
set forth in subparagraph (c)(1)(ii) of the rights in Technical Data and
Computer Software clause at DFAR 252.227-7013, or as set forth in the
particular department or agency regulations or rules which provide MS
protection equivalent to or greater than the above-cited clause.
CUSTOMER shall comply with any requirements of the Government to obtain
such RESTRICTED RIGHTS protection, including without limitation, the
placement of any restrictive legends on the Product software, Product
documentation, and any license agreement used in connection with the
distribution of the Product. Manufacturer is Microsoft Corporation, One
Microsoft Way, Redmond, Washington 98052-6399. Under no circumstances
shall MS be obligated to comply with any Governmental requirements
regarding the submission of or the request for exemption from submission
of cost or pricing data or cost accounting requirements. For any
distribution or license of the Product that would require compliance by
MS with Governmental requirements relating to cost or pricing data or
cost accounting requirements, CUSTOMER must obtain an appropriate waiver
or exemption from such requirements for the benefit of MS from the
appropriate Governmental authority before the distribution and/or
license of the Product to the Government.
13. Confidentiality
CUSTOMER expressly undertakes to retain in confidence the terms and
conditions of this Agreement, and all information and know-how
transmitted to it by MS and make no use of such information and know-how
except under the terms and during the existence of this Agreement.
CUSTOMER shall guarantee and ensure its employees' compliance with this
paragraph. CUSTOMER's obligations under this paragraph shall survive
any termination of this Agreement and shall extend to the earlier of
such time as the information is public domain or five (5) years
following the termination of this Agreement
14. No Assignment
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, provided
that CUSTOMER may not assign its rights or obligations under this
Agreement in any way without the prior written consent of MS.
15. Notices
All notices sent by MS or CUSTOMER alleging, regarding, responding to,
or in any way connected with any claim of breach of this Agreement or
any other legal obligation related hereto, shall be sent via U.S.
certified mail (return receipt requested), or via overnight courier
(e.g., Federal Express, or DHL), and addressed as follows:
If to MS: Microsoft Corporation
One Microsoft Way
Redmond, WA 98052-6399
Attn.: Vice President, U.S. Sales
With cc to: Law and Corporate Affairs
If to CUSTOMER:
Attn.:
16. Survival
Sections 2.2, 3.2, 3.4, 3.5, 3.6, 3.7, 3.8, 4.4, 4.5, 5.3, 5.4(c), 11,
12, 13, 14 and 17 shall survive any termination of this Agreement
IN WITNESS WHEREOF, the parties have signed this Agreement on the dates
indicated below. This Agreement is not binding until executed by MS.
MICROSOFT CORPORATION ("MS") DJ&J SOFTWARE CORPORATION
d.b.a. EGGHEAD SOFTWARE ("CUSTOMER")
By: By:
Michael C. Appe William J. Gilsing
Name (please print) Name (please print)
Vice President, U.S. Sales General Merchandise Manager
Title Title
6/30/94
Date Date
Schedule A
Defined Terms
"Defective Product" is defined as a manufacturer's defect in
materials or media.
"Discontinued Product" is defined as Product that MS has stopped
manufacturing and discontinued from the CUSTOMER Price List.
"Distributor" is defined as any MS customer which purchases MS
Product directly from MS, and distributes said Product to Resellers.
"End User" is defined as the ultimate consumer of Product.
"Financial Statement" is defined as a Balance Sheet as of the last
day of the calendar quarter, and an Income Statement and Statement of
Cash Flows for the quarter and year-to-date, prepared in accordance with
Generally Accepted Accounting Principles ("GAAP"). Any deviation from
GAAP in the quarterly statements shall be clearly noted. These
statements must be signed by an officer of CUSTOMER as being
representative of the books and accounts of CUSTOMER.
"Inventory Balancing" is defined as the return of eligible MS
Products for the purpose of reducing CUSTOMER's stock of such Products.
"Month" is defined as a MS fiscal month as outlined in the
calendar attached hereto as Schedule C.
"Product" is defined as any MS Stock Keeping Unit ("SKU") listed
on CUSTOMER's then current Price List.
"Product Upgrade" is defined as a successor version of a Product
characterized by a change in the one's, tenth's, hundredth's or after
the hundredth's digit of the Product version number.
"Promotional Product" is defined as a special Product SKU which is
available to CUSTOMER for resale for a limited time. Free Product
promotions are not considered Promotional Product.
"Purchase Credit" is defined as a dollar amount credited to
CUSTOMER's account with MS, which amount may only be used by CUSTOMER in
the manner set forth in this Agreement
"Reseller" is defined as any software retailer which purchases
Product from MS or a MS authorized Distributor.
"Return Authorization Number" is defined as the unique number
assigned to CUSTOMER by MS for the purpose of Product returns from
CUSTOMER to MS.
"Semester" is defined as a six month period. There are two (2)
Semesters during the term of this Agreement, January 1 through June 30,
and July 1 through December 31.
"Territory" is defined as the geographic boundaries of the United
States of America, excluding all United States territories, possessions,
or protectorates.
"Unresaleable Product" is defined as any Product held in
CUSTOMER's inventory, including damaged Product or Product returned by
CUSTOMER's customers, which is no longer fit for resale, and is
ineligible for return to MS. For purposes of this Agreement,
Unresaleable Product shall not include that Product which has sustained
solely shrink wrap damage.
Schedule B
Microsoft Trademark List
Product Name Environment
Microsoft Access<F1> for Windows<F2>
Microsoft Access<F1> Exploration Kit for Windows<F2>
Microsoft<F1> Aircraft & Scenery Designer for MS-DOS<F1>
Microsoft<F1> BallPoin<F1> (none)
Microsoft<F1> BallPoint<F1> with QuickPort<F2>
Connection (none)
Microsoft<F1> Basic for UNIX<F1><F3)
Microsoft<F1> Basic for MS-DOS<F1>
Microsoft<F1> Bookshelf<F1> for Macintosh<F1>
Microsoft<F1> Bookshelf<F1> for MS-DOS<F1>
Microsoft<F1> C for MS-DOS<F1>
Microsoft<F1> C/C++ for Windows<F2>
Microsoft<F1> Chart for MS-DOS<F1>
Microsoft<F1> Chart for Macintosh<F1>
Microsoft<F1> Cinemania<F1> for Windows<F1>
Microsoft<F1> COBOL for MS-DOS<F1>
Microsoft<F1> COBOL for OS/2<F1>
Microsoft<F1> CodeView<F1> for Windows<F2>
Microsoft<F1> Creative Writer for Macintosh<F1>
DCA<F1><F4>/Microsoft<F1> Communications Server
(a.k.a. DCA) Networking Series
DCA<F1>/Microsoft<F1> Communications Workstation Networking Series
Microsoft<F1> Developer's System Networking Series
Microsoft<F1> Dinosaurs for Macintosh<F1> on CD-ROM
Microsoft<F1> Electronic Forms Designer for Windows<F2>
Microsoft<F1> Encarta<F2> for Macintosh<F1>
Microsoft<F1> Entertainment Pack for Windows<F2>
Microsoft<F1> Excel for Macintosh<F1>
Microsoft<F1> Excel for Windows<F2>
Microsoft<F1> Excel for Windows<F2> on CD-ROM
Microsoft<F1> File for Macintosh<F1>
Microsoft<F1> Fine Artist for Windows<F2>
Microsoft<F1> Flight Simulator<F2> for MS-DOS<F1>
Microsoft<F1> FORTRAN for UNIX<F1>
Microsoft<F1> FORTRAN for MS-DOS<F1>
Microsoft<F1> FORTRAN Powerstation for MS-DOS<F1>
Microsoft<F1> FORTRAN Powerstation 32 for Windows NT<F2>
Microsoft<F1> FoxPro<F1> for Macintosh<F1>
Microsoft<F1> FoxPro<F1> for MS-DOS<F1>
Microsoft<F1> FoxPro<F1> Connectivity Kit for Windows<F2>
Microsoft<F1> FoxPro<F1> Distribution Kit for Windows<F2>
Microsoft<F1> Game Shop for MS-DOS<F1>
Microsoft<F1> Golf for Windows<F2>
Microsoft<F1> GW-BASI<F1> for MS-DOS<F1>
<F1> Registered trademark.
<F2> Trademark.
<F3> UNIX is a registered trademark of UNIX Systems Laboratories.
<F4> DCA is a registered trademark of Digital Communications Associates.
Schedule B
Microsoft Trademark List
Product Name Environment
Microsoft<F1> Hewlett-Packard<F1><F3> FontPack for Windows<F2>
Microsoft<F1> InPort<F1> for MS-DOS<F1>
Microsoft<F1> Isaac Asimov's The Ultimate Robot for Macintosh<F1> on CD-ROM
Microsoft<F1> LAN Manager Networking Series
Microsoft<F1> LAN Manager for UNIX<F1> Systems Networking Series
Microsoft<F1> LAN Manager Remote Access Service Networking Series
Microsoft<F1> LAN Manager Services for
Macintosh<F1> Networking Series
Microsoft<F1> LAN Manager TCP/IP Utilities Networking Series
Microsoft<F1> LAN Manager Toolkit for sual
Basic<F1> Networking Series
Microsoft<F1> Macro Assembler for MS-DOS<F1>
Microsoft<F1> Macro Assembler for OS/2<F1>
Microsoft<F1> Mail for PC Networks
Microsoft<F1> MASM for MS-DOS<F1>
Microsoft<F1> Modular Windows<F2> Software
Development Kit for Windows<F2>
Microsoft<F1> Mondria<F1> for MS-DOS<F1>
Microsoft<F1> Mouse (none)
Microsoft<F1> MS-DOS<F1> 5 Upgrade operating system
Microsoft<F1> MS-DOS<F1> 6 Upgrade operating system
Microsoft<F1> MS-DOS<F1> Manager for MS-DOS<F1>
Microsoft<F1> MS-DOS<F1> QBasic for MS-DOS<F1>
Multimedia Beethoven: The Ninth Symphony for Windows<F2> on CD-ROM
Microsoft<F1> Multimedia Development Kit for Windows<F2>
Microsoft<F1> Multimedia Stravinsky for Windows<F2> on CD-ROM
Microsoft<F1> Multimedia Viewer for Windows<F2>
Microsoft<F1> Multiplan<F1> for MS-DOS<F1>
Microsoft<F1> Multiplan<F1> for OS/2<F1>
Microsoft<F1> National Gallery for Macintosh<F1>
Microsoft<F1> National Gallery for Windows<F2>
Microsoft<F1> Networks for UNIX<F1>
Microsoft<F1> New York for MS-DOS<F1>
The Microsoft<F1> Office for Macintosh<F1>
The Microsoft<F1> Office for Windows<F2>
The Microsoft<F1> Office for Macintosh<F1> on CD-ROM
Microsoft<F1> OnCall (none; miscellaneous)
Microsoft<F1> OnLine for Windows<F2> (none; miscellaneous)
Microsoft<F1> Open EIS Pak for Windows<F2>
Microsoft<F1> Operating System/2<F1><F4>
Microsoft<F1> Original Mouse (none)
Microsoft<F1> OS/2<F1> LAN Manager Network Device
Driver Kit for OS/2<F1>
<F1> Registered Trademark.
<F2> Trademark.
<F3> Hewlett-Packard is a registered trademark of Hewlett-Packard Company.
<F4> Operating System/2 is a registered trademark of International
Business Machines Corporation.
Schedule B
Microsoft Trademark List
Product Name Environment
Microsoft<F1> OS/2<F1> presentation
Manager<F1><F3> Softset for OS/2<F1>
MS OS/2<F1> Software Development Kit for OS/2<F1>
Microsoft<F1> Paris for MS-DOS<F1>
Microsoft<F1> Pascal for MS-DOS<F1>
Microsoft<F1> Pascal for UNIX<F1>
Microsoft<F1> PC Paintbrus<F1><F4> for Windows<F2>
Microsoft<F1> PowerPoint<F1> for MS-DOS<F1>
Microsoft<F1> PowerPoint<F1> for Windows<F2>
Microsoft<F1> Productivity Pack for Windows<F2>
Microsoft<F1> Professional Advisor Library Kit for MS-DOS<F1>
Microsoft<F1> Professional Toolkit for Visual
Basic<F1> for Windows<F2>
Microsoft<F1> Profit for Windows<F2>
Microsoft<F1> Project for Macintosh<F1>
Microsoft<F1> Project for MS-DOS<F1>
Microsoft<F1> Publisher for Windows<F2>
Microsoft<F1> Publisher Design Pack for Windows<F2>
Microsoft<F1> Publisher Special Occasion
Design Pack for Windows<F2>
Microsoft<F1> QuickBasic<F2> for Macintosh<F1>
Microsoft<F1> QuickBasic<F2> for MS-DOS<F1>
Microsoft<F1> QuickC<F1> for MS-DOS<F1>
Microsoft<F1> QuickC<F1> for Windows<F2>
Microsoft<F1> QuickPascal<F1> for MS-DOS<F1>
Microsoft<F1> Scenes for Windows<F2>
Microsoft<F1> Schedule+ for Windows<F2>
Microsoft<F1> Small Business Consultant CD-ROM series
Microsoft<F1> SoundBits<F2> for Windows<F2>
Microsoft<F1> SQL Administrator for Windows<F2> Networking Series
Microsoft<F1> SQL Server Networking Series
Microsoft<F1> SQL Server Client-Server Development
Kit for WindowsNT<F2>
Microsoft<F1> SQL Server Software Development Kit for WindowsNT<F2>
Microsoft<F1> Support Advantage Service (none)
Microsoft<F1> System V/386 Release 3.2 for UNIX<F1>
Microsoft<F1> TrueImage<F2> (none; miscellaneous)
Microsoft<F1> TrueType<F1><F5> Font Pack for Windows<F2>
Microsoft<F1> Video for Windows<F2>
Microsoft<F1> Visual Basic<F1> for MS-DOS<F1>
Microsoft<F1> Visual Basic<F1> for Windows<F2>
Microsoft<F1> Visual Basic<F1> for Windows<F2>
Microsoft<F1> Visual C++<F2> for Windows<F2> and
WindowsNT<F2>
<F1> Registered Trademark.
<F2> Trademark.
<F3> Presentation Manager is a registered trademark of International
Business Machines Corporation.
<F4> PC Paintbrush is a registered trademark of ZSoft Corporation.
<F5> TrueType is a registered trademark of Apple Computer, Inc.
Schedule B
Microsoft Trademark List
Product Name Environment
Microsoft<F1> Visual C++<F2> for Windows NT<F2>
Microsoft<F1> Visual C++<F2> for Windows<F2>
Microsoft<F1> Visual Tool Suite for Windows<F2>
Microsoft<F1> Win32s for Windows<F2>
Microsoft<F1> Windows operating system
(for 3.1 + higher) for MS-DOS<F1>
Microsoft<F1> Windows<F2> & MS-DOS<F1>5 for
IBM<F1><F3> PS/2<F1><F4>
Microsoft<F1> Windows<F2> Device Driver Kit for MS-DOS<F1>
Microsoft<F1> Windows<F2> for OS/2<F1>
Development Kit for MS-DOS<F1>
Microsoft<F1> Windows<F2> for Workgroups for Windows<F2>
Microsoft<F1> Windows<F2> for Workgroups Add-on
Microsoft<F1> Windows<F2> Libraries for
OS/2 Development Kit for MS-DOS<F1>
Microsoft<F1> Windows<F2> Printing System for Windows<F2>
Microsoft<F1> Windows<F2> Software Development Kit for MS-DOS<F1>
Microsoft<F1> WindowsNT<F2> for Windows<F2>
Microsoft<F1> WindowsNT<F2> Advanced Server for Windows<F2>
Microsoft<F1> Word for Macintosh<F1>
Microsoft<F1> Word for MS-DOS<F1>
Microsoft<F1> Word for OS/2<F1>
Microsoft<F1> Word for Windows<F2> & Bookshelf<F1> for Windows<F2>
Microsoft<F1> Workgroup Templates for Windows<F2>
Microsoft<F1> Works for Macintosh<F1>
Microsoft<F1> Works for Windows<F2>
Microsoft<F1> Works, Multimedia Edition for Windows<F2> on CD-ROM
Microsoft<F1> XENIX<F1> System V/286 for UNIX<F1>
<F1> Registered Trademark.
<F2> Trademark.
<F3> IBM is a registered trademark of International Business Machines
Corporation.
<F4> PS/2 is a registered trademark of International Business Machines
Corporation.
Schedule C
Microsoft Calendar