Exhibit 10(t)
Amendment No. 4
to the License Agreement
Between
LIUSKI INTERNATIONAL, INC.
and
MICROSOFT CORPORATION
dated October 1, 1994, Contract No. 4415-4291
This Amendment to the Microsoft License Agreement No. 4415-4291, between
MICROSOFT CORPORATION (hereafter "MS") and LIUSKI INTERNATIONAL, INC, (hereafter
"COMPANY"), herewith ("Agreement"), is made and entered into this 1st day of
January, 1996 ("Effective Date").
This Amendment shall amend, modify and supersede, to the extent of any
inconsistency, the provisions the above referenced Agreement. All provisions of
the Agreement not so modified remain in full force and effect.
MS and COMPANY agree to the following:
In Section 9, The Term Of Agreement shall read eighteen (18) months from
the end of the calendar quarter. This shall mean the Agreement will be
expired on June 30, 1996.
IN WITNESS WHEREOF, the parties have executed this Amendment to the License
Agreement as of the date set forth above. All signed copies of this Amendment to
the License Agreement shall be deemed originals. This Amendment does not
constitute an offer by MS. This Amendment shall be effective upon execution on
behalf of COMPANY and MS by their duly author/zeal representatives.
MICROSOFT CORPORATION LIUSKI INTERNATIONAL, INC.
/s/
- - ------------------------------ ------------------------------
By By
- - ------------------------------ ------------------------------
Name (Print) Name (Print)
- - ------------------------------ ------------------------------
Title Title
- - ------------------------------ ------------------------------
Date Date
Amendment No. 5
to the License Agreement
Between
LIUSKI INTERNATIONAL, INC.
and
MICROSOFT CORPORATION
dated October 1, 1994, Contract No. 4415-4291
This Amendment to the Microsoft License Agreement #4415-4291, between MICROSOFT
CORPORATION (hereafter "MS") and LIUSKI INTERNATIONAL, INC. (hereafter
"COMPANY"), herewith ("Agreement"), is made and entered into this 1st day of
April, 1996 ("Effective Date").
This Amendment shall amend, modify and supersede, to the extent of any
inconsistency, the provisions of the above referenced Agreement. All provisions
of the Agreement not so modified shall remain in full force and effect.
MS and COMPANY agree to the following:
1. The attached EXHIBIT C4 is added to the Agreement
IN WITNESS WHEREOF, the parties have executed this Amendment to the License
Agreement as of the date set forth above. All signed copies of this Amendment to
the License Agreement shall be deemed originals. This Amendment does not
constitute an offer by MS. This Amendment shall be effective upon execution on
behalf of COMPANY and MS by their duly authorized representatives.
MICROSOFT CORPORATION LIUSKI INTERNATIONAL, INC.
- - ------------------------------ ------------------------------
By By
- - ------------------------------ ------------------------------
Name (Print) Name (Print)
- - ------------------------------ ------------------------------
Title Title
- - ------------------------------ ------------------------------
Date Date
- 2 -
EXHIBIT C4
----------
ADDITIONAL SYSTEMS PRODUCTS
---------------------------
- - ------------------------------------------------------------------------------------------------
Product Language Applicable Per Per Copy Localization Added by
Name and Version(s) Additional System Royalty Additional Amendment
Version ** Provisions Royalty * Royalty Number
*
- - -----------------------------------------------------------------------------------------------
1. Plus! EN (b), (e) US$----- US$---- US$1.50
Version 1.0
for Estimated Estimated
Windows(R) 95 monthly monthly
volume: volume:
--------- --------
- - -----------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------
2. CD-ROM EN (a), (d) US$----- US$----- US$-----
Extensions (Single (Single
Version 2.2 User) User)
for MS-DOS(R)
Estimated Estimated
monthly monthly
volume: volume:
-------- --------
- - -----------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------
3. Windows EN (c), (d) US$ N/A US$150.00 US$12.00 5
NT(TM)
Worksta- Estimated
tion monthly
Version volume:
3.51 (x86/ ----------
Pentium(TM)
compatible
version)
- - -----------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------
* A Product is not licensed hereunder unless royalty rate(s) are indicated
in the Product table and the Product is indicated as licensed for one or
more Customer Systems in the Customer System table of this Exhibit C.
** Language Version Key: A = Arabic, BP = Portuguese (Brazil), CE =
Cyrillic Enabled, CH = Traditional Chinese, CZ = Czech, D = German, DA =
Danish, DU = Dutch, E = Spanish, EE = Eastern and Central European, EN =
USA English, F = French, FF = France's French, FI = Finnish, HAN = Hangeul,
HB = Hebrew, HUN = Hungarian, I = Italian, J = Japanese, N = Norwegian, P =
Portuguese, PE = Pan European English, POL = Polish, PRC = PRC Simplified
Chinese, RU = Russian, SL = Slovenian, SW = Swedish, TH = Thai, TR =
Turkish, Z = International English. In addition to the language versions
- 3 -
EXHIBIT C
(Continued)
specified in the Product table above, COMPANY may receive Product
Deliverables for the licensed Product in available language versions listed
in the Language Key (except CH, HAN, J, and PRC which may only be added by
amendment) by sending a written request to the attention of OEM Accounting
Services at the address listed in Exhibit N for royalty reports.
INITIAL PAYMENT AMOUNT
The Initial Payment Amount for Products licensed under this Exhibit C shall
be Zero Dollars (US$0.00), and shall be paid in accordance with Section
3(b) of the Agreement.
ADDITIONAL PROVISIONS KEY
(Note: Only those Additional Provisions applicable to licensed
Product(s) appear. Section lettering may not be consecutive.)
(a) For each copy of the Product licensed by COMPANY on a multiple-user basis,
COMPANY shall pay the royalty rate described above for each user up to a maximum
of five (5) users, plus one- half of the royalty rate for each additional user
in excess of five (5) users [For example, where the royalty specified in the
table above is R, if COMPANY licenses the Product for ten (10) users, the
royalty due for such unit of Product would be the sum of 5R + 2.5R].
(b) This Product is designed for use with Windows 95 and may not function
properly with other operating system products.
(c) (I) For Windows NT Workstation, COMPANY agrees to provide quarterly sales
out, and business and government institution sales reporting. Reporting shall
include by country the customer name, bill to, ship to, state and zip or postal
codes, quantity of units, part description, and indication of MS field sales
assistance. MS will provide and may revise the reporting format from
time-to-time during the term of the Agreement.
(2) In order to support end-users of this Product, COMPANY agrees to employ
at all times at least one support technician who has successfully completed, at
COMPANY's expense, the Microsoft Certified Proregional program for this Product.
(3) Though the Product Deliverables for this Product my include versions of
the Product designed for other types of microprocessors, COMPANY is licensed to
distribute the Product only with and for use on Customer Systems based on the
Intel x86, Pentium or compatible architecture.
- 4 -
EXHIBIT C
(Continued)
(4) If Customer System(s) licensed for this Product are also licensed on a
per system basis for Windows 95, Windows 3.xx, Windows for Workgroups 3.xx,
and/or MS-DOS, then COMPANY agrees to pay MS the royalty for the Product(s)
distributed with the Customer System, or, the licensed Customer System is
distributed without any such Product(s), the royalty for this Product.
(5) Solely for purposes of calculating COMPANY's Windows 95 royalty under
any separate Exhibit C for Windows 95 as may be included in this Agreement, this
Product shall be included in the definition of "Windows Products" as the term is
used in such separate Exhibit C.
(6) The estimated monthly volume specified in the Product table above for
this Product shall be calculated by counting only those Customer Systems for
which COMPANY pays a royalty for this Product in accordance with the terms of
this Exhibit C.
(7) COMPANY's license for this Product under this Exhibit C shall expire
the earlier of (i) the date of termination or expiration of the Agreement, or
(ii) June 30, 1996.
(d) The royalty rate(s) specified above require pre-installation of the Product
on each Customer System distributed with the Product.
(e) The royalty rate(s) specified above require pre-installation of the Product
on each Customer System distributed with the Product, except for those Customer
System(s) on which COMPANY preinstalls multiple language versions of Windows 95
in accordance with the Exhibit C for Windows 95.
CUSTOMER SYSTEMS
COMPANY's Customer Systems shall be the assembled computer systems described in
the table below which (i) are configured for use only by a single user, (ii) are
designed to use a video display and keyboard; and (iii) include at least a CPU,
a motherboard, a power supply, and a case. Each listed Customer System must have
a unique model line name, model name, or model number which COMPANY uses both
internally (in COMPANY's books and records) and externally (on the Customer
System case and packaging). For each Product which COMPANY chooses to license
for distribution with the listed Customer System, the letter "s" or "c" in the
relevant box indicates whether COMPANY is licensing the Product on a "per
system" or "per copy'; basis, respectively. New models may be added by agreement
of the parties.
- 5 -
EXHIBIT C
(Continued)
At COMPANY's option, for purposes of administrative convenience, COMPANY may
designate models by model line or series, e.g., "jaguar model line", "Jaguar Pro
series", "Jaguar Pro 750 model line", "Jaguar Pro 950 series", etc.).." Customer
Systems defined by model line or series shall include all present models which
include the designate the model line or series name, (e.g., "Jaguar Pro model
line" includes Jaguar Pro, Jaguar Pro 950, Jaguar Pro S, etc.; "Jaguar series"
includes Jaguar, Jaguar Pro, Jaguar Pro 950, Jaguar 8400, etc.; "Jaguar Pro 950
series" includes Jaguar Pro 950, Jaguar Pro 955, etc.).
In the event that COMPANY designates models by model fine or series in this
Exhibit C, then COMPANY may elect to include as Customer System(s) new models in
the model line or series by including any such new model(s) on its royalty
report for the reporting period in which each such new model is first
distributed with the Product Unless otherwise agreed to by the parties prior to
COMPANY's first distribution of a new model with the Product, each such new
model designated on a royalty report shall be licensed for the remainder of the
term of the Agreement on the same basis (i.e., per system or per copy) as the
other models in the model line or series and shall bear the applicable royalty
set forth in this Exhibit C. Any new model in the model line or series which is
not included in a royalty report as a licensed Customer System (and is thus not
Licensed for the applicable Product) must have a unique model number or model
name used for internal and external identification purposes which distinguishes
it from any model which COMPANY has designated previously as a Customer System.
- 6 -
EXHIBIT C
(Continued)
Product Number Key: 1 = Plus! 1.0; 2 = CD-ROM Extensions 2.2; 3 = Windows NT
- - -------------------
Workstation 3.51 (x86 Version)
Royalty Basis Key: C = per copy, S = per system; if Product box is blank, such
- - -----------------
Product is not licensed for distribution with the listed Customer System.
=======================================================================================================================
Product Number
- - -----------------------------------------------------------------------------------------------------------------------
Processor
Model Name or Model Number Type 1 2 3 4 5 6 7 8
- - -----------------------------------------------------------------------------------------------------------------------
Magitronic 80486 C
- - -----------------------------------------------------------------------------------------------------------------------
Magitronic Pentium C
- - -----------------------------------------------------------------------------------------------------------------------
Magitronic Pentium C
Pro
- - -----------------------------------------------------------------------------------------------------------------------
Magitronic Cyrix C
5X86
- - -----------------------------------------------------------------------------------------------------------------------
Magitronic Cyrix C
6X86
- - -----------------------------------------------------------------------------------------------------------------------
Magitronic AMD 5X- C
75
- - -----------------------------------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------------------------------
=======================================================================================================================
COMPANY hereby represents and warrants that the names and numbers indicated in
the Model Name or Model Number column in the table above accurately denote the
actual designation used by COMPANY to identify the listed models (on the
Customer System case and in COMPANY's internal books and records).
- 7 -
AMENDMENT NUMBER 6
Amendment Date: July 1, 1996
to MICROSOFT OEM LICENSE AGREEMENT FOR DESKTOP OPERATING SYSTEMS
between MICROSOFT CORPORATION, a Washington, U.S.A. Corporation
and LIUSKI INTERNATIONAL, INC., a Corporation of New York
Agreement Effective Date: October 1, 1994
MICROSOFT LICENSE # 4415-4291
Effective as of the Amendment Date indicated above, the below signed parties
agree that the indicated portions of the above referenced license agreement
(hereinafter the "Agreement") are hereby amended by this instrument (hereinafter
the "Amendment"), as follows:
1. New Section l(j) is hereby added to the Agreement and shall read as follows:
"(j) "Supplement" shall mean a release of a supplement to, or replacement
of, any portion of Product as MS may provide to COMPANY from time to time."
2. Section 2(a) of the Agreement is hereby amended and shall read as follows:
"(a) Subject to limitations in this Agreement and COMPANY's compliance with
all terms and conditions of this Agreement, including the attached
Exhibits, MS grants to COMPANY's a non-exclusive, limited license to:
(i) install one (1) copy of Product software on a Customer System hard
disk or ROM ("Preinstalled Product Software") in accordance with the
applicable provisions of Exhibit(s) C and instructions accompanying the
Product Deliverables; and
(ii) distribute with Customer System(s):
(A) one (1) copy of Preinstalled Product Software,
(B) one (1) copy of Product software on external media (i.e.,
diskette or CD-ROM) as acquired from Authorized Replicator, and
(C) one (1) copy of product end user documentation as acquired
from Authorized Replicator. With respect to Supplements, MS may also
grant to COMPANY one or more non-exclusive, limited additional rights,
including without limitation, those set forth in Exhibit F hereto, in
a "Supplement Addendum" for such Supplement. If COMPANY decides to
- 8 -
exercise any such additional rights granted for a particular
Supplement, COMPANY agrees to fully comply with all of the terms and
conditions of the applicable Supplement Addendum, regardless of
whether the particular terms of the Supplement Addendum are described
in Exhibit "F."
3. Section 2(d) of the Agreement is hereby amended and shall read as follows:
"(d) (i) COMPANY shall include APM with Product software
distributed by COMPANY.
(ii) COMPANY must distribute one (1) copy of such
Product end user documentation as may be required by MS with
and inside the package of each Customer System distributed
with Product software. One (1) copy of any Product end user
documentation that MS does not require COMPANY to distribute
with the Product software shall be made available by COMPANY
to the licensed end user of the Product software either (A)
inside the Customer System package, or (B) directly through
an MS authorized fulfillment source in accordance with MS'
then current specifications for fulfillment of Product end
user documentation. Product end user documentation shall not
be available through any other COMPANY distribution channel.
(iii) COMPANY may make Product software on external
media (i.e., diskette or CD-ROM) available to licensed end
users of the Product software to replace a copy of Product
software originally distributed by COMPANY in accordance
with this Agreement which is defective in media or
reproduction directly through an MS authorized fulfillment
source in accordance with MS' then current specifications
for fulfillment of Product software replacement media.
Product software replacement media shall not be available
through any other COMPANY distribution channel.
(iv) MS shall provide COMPANY from time to time with a
list of fulfillment sources authorized by MS."
4. Section 2(e) of the Agreement is hereby amended and as amended shall read as
follows:
"(e) COMPANY's license shall extend to Update Releases,
Version Releases, and Supplements. COMPANY's license shall
not extend to Product Releases."
5. New Sections 3(h) and 3(i) are hereby added to the Agreement and shall read
as follows:
"(h) If any Exhibit C to the Agreement does not contain a
"Per System Royalty Calculation" Section or "Per Copy
- 9 -
Royalty Calculation" Section, then the following shall apply
to royalties for Products licensed under such Exhibit(s) C:
(i) For Product(s) specified in the applicable Exhibit
C as licensed on a "per system" basis, COMPANY agrees to pay
MS the royalty set forth in the applicable Exhibit C for
each Customer System distributed or placed in use by or for
COMPANY. For Product(s) specified in the applicable Exhibit
C as licensed on a "per copy" basis, COMPANY agrees to pay
MS the royalty rates set forth in the applicable Exhibit C
for each unit of Product licensed or distributed by COMPANY.
(ii) If in any three monthly reporting periods
(whether or not consecutive), COMPANY' s reported shipments
of the applicable Customer System (for Product licensed on a
per system basis) or Product (for Product licensed on a per
copy basis), respectively, are twenty percent (20%) or more
below COMPANY's estimated monthly volume specified in the
Product table in the applicable Exhibit C, COMPANY and MS
shall negotiate an increase in the royalty rate(s) to
reflect COMPANY's lower shipment volumes. If, for any
reason, MS and COMPANY are unable to agree upon new royalty
rate(s) within thirty (30) days after the date COMPANY's
royalty report is due for the third such low-volume month,
COMPANY's royalty rate(s) for each Product included in the
volume estimate accompanying the royalty rate shall increase
by twenty percent (20%). Such increased royalty rate(s)
shall be in effect for the remainder of the term of the
Agreement commencing with the monthly reporting period
following the third low-volume month. Provided, however,
that if COMPANY's reported monthly volume returns to or
exceeds the original estimated monthly volume for any three
(3) consecutive months thereafter, COMPANY's royalty rate(s)
shall be restored to the rate(s) specified in the Product
table in the applicable Exhibit C commencing with the
monthly reporting period following such three (3)
consecutive months.
(iii) In addition, COMPANY agrees to pay MS the
Localization Additional Royalty specified in Exhibit(s) C
for each unit of non-US English version of Product
distributed or placed in use by COMPANY.
(iv) Where multiple "Releases" (i.e., Update Releases,
Version Releases or Product Releases), language versions, or
media versions (e.g., MS-DOS and MS-DOS ROM) of a Product
are licensed for the same Customer Systems, COMPANY may
distribute only one copy of Product software in addition to
one copy of Preinstalled Product Software in one language
and Release for use on each such Customer System. COMPANY
shall pay MS the royalty applicable to the Release and
language version shipped. Any Customer System licensed on a
- 10 -
per system basis for more than one Update Release or Version
Release of a Product, but distributed without Product, shall
bear the base royalty for the most recent Release of Product
licensed."
"(i) If, at any time, MS becomes aware of any distribution of Product in
violation of the Agreement, then without limiting its remedies, MS may charge
COMPANY for each such unit of Product, an additional royalty equal to thirty
percent (30%) of the highest royalty for the Product(s). COMPANY shall pay such
additional royalty within thirty (30) days of receipt of MS' invoice."
6. Section 3(f) of the Agreement is hereby mended and shall read as follows:
"(f) No royalty shall accrue to MS for Product software (i)
used by COMPANY solely for testing system; (ii) shipped to
replace copies defective in media or reproduction, provided
that such replacement copies are distributed in accordance
with Section 2(d) above at no charge to the end user, except
for COMPANY's reasonable cost of materials and shipping and
handling costs; (iii) shipped as a backup copy in addition
to Pre-installed Product Software in accordance with Section
2(a)(ii); or (iv) used solely for demonstrations of Customer
Systems to prospective customers if clearly marked "For
Demonstration Purposes Only" (not to exceed fifty (50)
copies per Product)."
7. Section 6(d) of the Agreement is hereby amended and as amended shall read as
follows:
"(d) (i) COMPANY agrees to provide end user support for the
Product(s) under terms and conditions at least as favorable
to the end user as the terms under which COMPANY provides
support for COMPANY's Customer Systems to end users
generally, but which in no event shall be less than
commercially reasonable end user support. COMPANY further
agrees to provide end users with telephone customer support
and to prominently display its customer support telephone
number for such assistance in or on Customer System
documentation.
(ii) COMPANY shall not advertise or otherwise market
the Products as separate items, but shall clearly indicate
in all marketing materials relating to the Products and
Customer System(s) that the Products are available only as
part of a Customer System. COMPANY shall not publish or
otherwise mark a separate price for the Product(s).
(iii) COMPANY agrees that it shall not distribute the
Product in encrypted form, except as otherwise specifically
provided in this Agreement.
- 11 -
(iv) COMPANY shall not modify or delete any part of
the Product software in any manner, except as expressly
permitted in the applicable Exhibit C.
(v) COMPANY shall acquire all components of each unit
of Product to be distributed with a Customer System (i.e.,
APM, Product end user documentation, and Product software on
external media, as applicable) from a single Authorized
Replicator and in a single package or stock keeping unit.
Provided, however, this shall not preclude COMPANY from
acquiring separate units of Product from multiple Authorized
Replicators.
(vi) All orders placed with Authorized
Replicators, and payments to the Authorized
Replicators, shall be made by COMPANY or COMPANY
Subsidiaries. Shipments by Authorized Replicators may
be delivered only to locations owned or controlled by
COMPANY, COMPANY Subsidiaries or, if applicable, Third-
Party Installers, as defined in Exhibit I. COMPANY
hereby certifies that all addresses to which COMPANY or
COMPANY Subsidiaries request Product delivered shall
comply with the foregoing requirement."
8. Section 10(b) is hereby amended and as amended shall read as follows:
"(b) Termination due to breach of Sections 6(a)(i) 6(b), 8,
13, 14(a), 14(c) or (if applicable) Exhibit S shall be
effective upon notice to the defaulting party. Termination
due to Section 10(a)(iv) shall be effective upon notice or
as soon thereafter as is permitted by applicable law. At the
option of the non-defaulting party, termination due to a
breach of any provision of this Agreement may be effective
upon notice to the defaulting party if such party has
received two (2) or more previous notices of default during
the term of this Agreement (whether or not such previous
defaults have been cured). In all other cases, termination
shall be effective fifteen (15) days after notice of
termination to the defaulting party if the defaults have not
been cured within such fifteen (15) day period."
9. The attached Exhibit C5 is hereby added to the Agreement.
10. The attached Exhibit C6 is hereby added to the Agreement.
11. The attached Exhibit C7 is hereby added to the Agreement.
12. Exhibits C1, C2 and C4 (Microsoft windows NT Workstation version 3.51) shall
terminate July 31, 1996.
- 12 -
13. The attached Exhibit D is hereby added to the Agreement. Exhibit D shall
apply only to Products licensed in accordance with those Exhibit(s) C to the
Agreement which do not contain a "COMPANY Brand Names and Trademarks" Section,
if any.
14. The attached Exhibit F is hereby added to the Agreement.
15. Exhibit N of the Agreement is hereby amended and replaced with the attached
Exhibit N.
16. The term of the Agreement is hereby extended until one (1) year from the end
of the calendar quarter in which the Amendment Date occurs.
All capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Agreement. The terms of this Amendment shall supersede
any inconsistent terms contained in the Agreement.
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NOTICE:
For Product(s) specified in Exhibit C as licensed under the "per system" royalty
calculation provisions, please note the following:
This is a Microsoft Per System License. As a Customer, you may create a "New
System" at any time that does not require the payment of a royalty to Microsoft
unless the Customer and Microsoft agree to add it to the License Agreement
Any New System created may be identical in every respect to a system as to which
the Customer pays a Per System royalty to Microsoft provided that the New System
has a unique model number or model name for internal and external identification
purposes which distinguishes it from any system the Customer sells that is
included in a Per System License. The requirement of external identification may
be satisfied by placement of the unique model name or model number on the
machine and its container (if any), without more.
If the Customer does not intend to include a Microsoft operating system product
with a New System, the Customer does not need to notify Microsoft at any time of
the creation, use or sale of any such New System, nor does it need to take any
particular steps to market or advertise the New System.
Under Microsoft's License Agreement, there is no charge or penalty if a Customer
chooses at any time to create a New System incorporating a non-Microsoft
operating system. If the Customer intends to include a Microsoft operating
system product with the New System, the Customer must so notify Microsoft, after
which the parties may enter into arm's length negotiation with respect to a
license to apply to the New System.
IN WITNESS WHEREOF, the parties have executed this Amendment in duplicate as of
the date first written above. All signed copies of this Amendment shall be
deemed originals. This Amendment is executed only in the English language.
- 14 -
MICROSOFT CORPORATION LIUSKI INTERNATIONAL, INC.
- - ------------------------------ ------------------------------
By By
- - ------------------------------ ------------------------------
Name (Print) Name (Print)
- - ------------------------------ ------------------------------
Title Title
- - ------------------------------ ------------------------------
Date Date
- 15 -
EXHIBIT C5
WINDOWS DESKTOP FAMILY
Effective August 1, 1996
PRODUCT TABLE
Product Language Applicable Per System Per Copy Localization Added by
Name and Version(s) Additional Royalty Royalty Additional Amendement
Version ** Provisions * * Royalty Number
1.Windows Desktop Royalty: Royalty:
Family: (a) US$67.00 US$75.00 US$6.00 6
A EN, A, BP, (a), (b), Royalty Royalty Localization
Windows(R) 95 CH, D, DA, (c), (f) Specified Specified Additional
operating DU, EE, F, for for Royalty
system, OR FF, FR, Windows Windows Specified for
HB, J, E, Desktop Desktop Windows
DU, P, Family Family Desktop
PRC, RU, Z Above Above Family Above
B. MS-DOS(R) EN, A, BP, (a), (c), Royalty Royalty Localization
operating CH, D, DA, (e), (f) Specified Specified Additional
system DU, EE, F, for for Royalty
Version FF, FR, Windows Windows Specified for
6.22 and HB, J, E, Desktop Desktop Windows
Enhanced DU, P, Family Family Desktop
Tools for PRC, RU, Z Above Above Family Above
MS-DOS(R)
Version 1.0
and
Windows(R)
operating
system
Version
3.1, OR
C EN, A, BP, (a), (c), Royalty Royalty Localization
MS-DOS(R) CH, D, DA, (d), (f) Specified Specified Additional
operating DU, EE, F, for for Royalty
system FF, FR, Windows Windows Specified for
Version HB, J, E, Desktop Desktop Windows
6.22 and DU, P, Family Family Desktop
Enhanced PRC, RU, Z Above Above Family Above
Tools for
MS-DOS(R)
Version 1.0
and
Windows(R)
for
Workgroups
operating
system
Version
3.11, OR
- 16 -
D. EN, A, BP, (a), (b), US$65.00 US$75.00 US$6.00
Windows NT(R) CH, D, DA, (c), (g)
Workstation DU, EE, F, In In In Addition
Version 4.0 FF, FR, Addition Addition to the
(x86/ HB, J, E, to the to the Localization
Pentium(TM) DU, P, Royalty Royalty Additional
compatible PRC, RU, Z Specified Specified Royalty
version for for Specified
Windows Windows for Windows
Desktop Desktop Desktop
Family Family Family Above
Above Above
Estimated Estimated
Monthly Monthly
Volume for Volume for
Windows Windows
Desktop Desktop
Family: Family:
6,000 -----
- - ------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------
2. Windows(R) EN (c), (d), Royalty Royalty US$4.00
for (f), (h) US$----- US$-----
Workgroups
operating
system
Version
3.11
- - ------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------
3. Windows(R) EN (c), (e), Royalty Royalty US$4.00
operating (f), (h) US$----- US$-----
system
Version 3.1
- - ------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------
4. MS-DOS(R) EN (c), (e), Royalty Royalty US$2.00
operating (f) US$---- US$-----
system
Version
6.22
- - ------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------
5. Enhanced EN (c), (e), Royalty US$0.50
Tools (f) US$-----
Version
1.02 for
MS-DOS(R)
6.22
- - ------------------------------------------------------------------------------------
* A Product is not licensed hereunder unless royalty rate(s) are indicated in
the Product table and the Product is indicated as licensed for one or more
Customer System(s) in the Customer System table of this Exhibit C.
** Language Version Key: A = Arabic, BP = Portuguese (Brazil), CE = Cyrillic
Enabled, CH = Traditional Chinese, CZ = Czech, D = German, DA = Danish, DU =
- 17 -
Dutch, E = Spanish, EE = Eastern and Central European, EN = USA English, F =
French, FF = France's French, FI = Finnish, HAN = Hangeul, HB = Hebrew, HUN =
Hungarian, I = Italian, J = Japanese, N = Norwegian, P = Portuguese, PE = Pan
European English, POL = Polish, PRC = PRC Simplified Chinese, RU = Russian, SL =
Slovenian, SW = Swedish, TH = Thai, TR = Turkish, Z = International English. If
the release listed in the Product Table above is not available in a particular
licensed language, COMPANY's license shall include the latest available
preceding release in such language. If COMPANY is licensed for the EN version of
Product and if a Localization Additional Royalty is specified in the Product
table above, then in addition to the language versions specified in the Product
table above, COMPANY may receive Product Deliverables for the licensed Product
in available language versions listed in the Language Key (except CH, HAN, J,
and PRC which may only be added by amendment) by sending a written request to
the attention of OEM Accounting Services at the address listed in Exhibit N for
royalty reports. Localized versions are licensed on an if and as available
basis.
INITIAL PAYMENT AMOUNT
The Initial Payment Amount for Products licensed under this Exhibit C shall
be Zero Dollars (US$0.00), and shall be paid in accordance with Section
3(b) of the Agreement.
ADDITIONAL PROVISIONS KEY
(Note: Only those Additional Provisions applicable to
licensed Product(s) appear. Section lettering may not
be consecutive)
(a) If COMPANY is licensed for the Windows Desktop Family, COMPANY may
distribute not more than one (1) of the listed Product combinations or
Products (i.e., A or B or C or D) with each licensed Customer System.
COMPANY's report shall separately indicate the number of each such Product
or combination (A, B, C, or D) that COMPANY distributes. COMPANY shall
acquire all components of each unit of Product or combination of Products
to be distributed with a Customer System (i.e., APM, Product end user
documentation, and Product software on external media, as applicable) from
a single Authorized Replicator and in a single package or stock keeping
unit.
(b) (1) COMPANY is not licensed to, and agrees that it will not, modify, in
any way, or delete any aspect of the Product software (including, without
limitation, any features, shortcuts, icons, "wizards", folders (including
sub-folders) or programs of Product software) as delivered by MS in the
Product Deliverables, except if and as specifically permitted below or in
the OPK User's Guide ("OPK") provided in the Product Deliverables. In
particular, and without limitation, this means that COMPANY is not licensed
to and agrees that it will not:
(A) Modify or obscure, in any way, the sequence or appearance of any
screens displayed by the Product software as delivered by MS from the
- 18 -
time the Customer System completes BIOS processing after being
switched on by the end user and transfers control to the Product
software loaded from the hard disk ("End User Boot") until the time
that the "Welcome to [Product name]" program has been run and closed
by the end user and the Customer System displays the Product software
"desktop" screen defined in the OPK ("Desktop Screen").
(B) Except as provided in (C), display any content (including visual
displays or sound) from End User Boot through and including the time
that the Customer System has displayed the Desktop Screen.
(C) Modify or obscure, in any way, the appearance of the Desktop Screen
(including without limitation, the addition or modification of
background wallpaper bitmaps displayed upon End User Boot); provided,
however, that COMPANY may add icons or folders to the Desktop Screen
provided that any such icons are the same size and substantially
similar shape as icons included on the Desktop Screen as delivered by
MS and that any such folders are the same size, shape and appearance
as folders included on the Desktop Screen as delivered by MS.
(D) Use any portion of Product software to enable any programs or other
content to run or appear prior to End User Boot.
(E) Configure any programs (including without limitation any "shells",
"screen savers" or "welcome" scripts), "wizards" or other content to
be enabled, run or initialized automatically (i.e. without requiring a
deliberate act of the end user) from an icon or folder on the Desktop
Screen or from the "Start" Menu of the Desktop Screen or otherwise. By
way of example only, and without limiting the generality of the
foregoing, COMPANY agrees that it shall not (1) populate with any
programs or other content the Product software "Start- up" directory
(i.e., "Windows\Start\Menu\Programs\StartUp" folder for Windows 95, or
"%windir%\profiles\user(s)\Start Menu\Programs\Startup" folder for
Windows NT Workstation) or (2) populate the boot.ini, config.sys,
autoexec.bat, win.ini, system.ini, system.dat or user.dat files in any
manner which will cause any program or content to run or load
automatically upon End User Boot, except for device drivers necessary
to support preinstalled or preconfigured hardware devices (e.g.,
network cards, printers, etc.).
- 19 -
(F) Modify or add content to any directories installed by the Product
software, except as permitted in the OPK for preinstallation of
applications by COMPANY.
(2) If COMPANY enters registration information on behalf of end users in
the boxes provided for the on-screen end user registration process for the
Product software, COMPANY shall not enter its own name or make any other false
or fictional registrations. COMPANY may not (i) relieve end users of their
obligations to enter Certificate of Authenticity ("COA") registration numbers in
the on-screen end user registration process and to reply to on-screen end user
license agreement inquiries or (ii) insert COA registration numbers or reply to
end user license agreement inquiries for or on behalf of end users.
(3) With respect to Windows 95, if and only if COMPANY distributes the
Product software solely as Preinstalled Product Software (i.e., without a
back-up copy of the Product on CD, diskette, magnetic tape, or other external
media) with any Customer System, then COMPANY shall also preinstall the
Microsoft Create System Disk Tool together with the back-up diskette images
("CAB" files) contained in the OPK on the hard disk drive of such Customer
System to enable the end user to make a back-up copy of the Product software
according to the terms of the EULA. Diskette images may only be used with the
Microsoft Create System Disk Tool. COMPANY may not distribute, use, or authorize
the use of the Microsoft Create System Disk Tool or diskette images except as
provided in this Additional Provision or as specified in the OPK.
(4) With respect to Windows 95, notwithstanding anything to the contrary
contained in the definition of "Product Release" in this Agreement, Windows 95
(and any subsequent releases of Windows which may be designated by a change in
the calendar year - e.g., Windows 96, 97, 98, etc.) shall be deemed to be a
Product Release.
(5) Any EULA for the Product distributed by COMPANY must be identical to
the on screen EULA presented to the end user during Product setup.
(6) COMPANY agrees that it will preinstall and begin shipment of the most
current licensed release of Product (i.e., Product Release, Version Release,
Update Release or Supplement) on all Customer System models first distributed on
or after the ninetieth (90th) day (or an earlier date, at COMPANY's option)
following MS' shipment of the corresponding OPK or OPK supplement for such
release; provided that if shipment of the OPK or OPK supplement from MS occurs
between September 1st and October 31st of a given calendar year, COMPANY agrees
that it will begin shipment of most current licensed release of Product no later
than February 1st of the following year.
- 20 -
(c) (1) Notwithstanding anything to the contrary contained in the Agreement
(including Exhibits), COMPANY may distribute Product(s) only with Customer
Systems which are marketed and distributed exclusively under COMPANY's or
COMPANY Subsidiaries' brand names, trade names and trademarks. The Product(s)
may not be distributed with Customer Systems which are marketed or distributed
under any name which includes any third party brand names, trade names or
trademarks. If, at any time, MS becomes aware of any violation of the foregoing,
then without limiting its remedies, MS may charge COMPANY for each such Customer
System an additional royalty equal to thirty percent (30%) of the highest
royalty for the Product(s). COMPANY shall pay such additional royalty within
thirty (30) days of receipt of MS' invoice.
(2) The royalty rate(s) specified above require pre- installation of the
Product as the "default" operating system on each Customer System distributed
with the Product (i.e., the Product will set up and execute unless the user
configures the Customer System otherwise). COMPANY shall preinstall the Product
software solely in accordance with the installation instructions set forth in
the OPK Users Guide" included in the preinstallation kit portion of the Product
Deliverables ("OPK"). COMPANY may use the information, tools and materials
contained in the OPK solely to preinstall the Product software in accordance
with the OPK User's Guide and for no other purpose. Other than as specified in
the OPK User's Guide, COMPANY shall not modify the Product software, nor delete
or remove any features or functionality without the written approval of MS in
each instance.
(3) The following shall replace Section 3(a)(iii) with respect to Products
licensed in accordance with this Exhibit C:
"(iii) If in any three monthly reporting periods
(whether or not consecutive), COMPANY's reported shipments
of the applicable Customer Systems licensed for the Windows
Desktop Family (if licensed on a per system basis) or units
of Windows Desktop Operating System Family (if licensed on a
per copy basis) are twenty percent or more below COMPANY's
estimated monthly volume specified for such basis (i.e., per
copy or per system) for the Windows Desktop Family in the
Product table above, COMPANY and MS shall negotiate an
increase in the royalty rate(s) for all Product(s) licensed
under this Exhibit C on such basis to reflect COMPANY's
lower shipment volumes. If, for any reason, MS and COMPANY
are unable to agree upon new royalty rate(s) within thirty
(30) days after the date COMPANY's royalty report is due for
the third such low-volume month, COMPANY's royalty rate(s)
for each of the Products licensed under this Exhibit C on
such basis shall increase by twenty percent (20%). Such
increased royalty rate(s) shall be in effect for the
remainder of the term of the Agreement commencing with the
- 21 -
monthly reporting period following the third low-volume
month. Provided, however, that if COMPANY's reported monthly
volume for such basis of Windows Desktop Family returns to
or exceeds the original estimated monthly volume for any
three (3) consecutive months thereafter, COMPANY's royalty
rate(s) for all Product(s) licensed under this Exhibit C on
such basis shall be restored to the rate(s) specified in the
Product table above commencing with the monthly reporting
period following such three consecutive months."
(4) Shipments of (i) Windows, Windows for Workgroups, MS- DOS, and Enhanced
Tools licensed hereunder on an individual Product basis, or (ii) of Customer
Systems licensed solely for such Products on an individual Product basis, shall
not be included in the calculation of COMPANY's shipments for purposes of
determining the Estimated Monthly Volume(s) for Windows Desktop Family Products
in the Product table above. Accordingly, shipment of such Products and Customer
Systems shall not be included in the calculation of shipments necessary to
maintain the current royalty rate(s) in accordance with Additional Provision
(c)(3) above.
(5) COMPANY's license for this Product under this Exhibit C shall be
effective as of the later of (i) the Effective Date of the Agreement; (ii) the
Amendment Date of the Amendment by which this Exhibit C is added to the
Agreement, or (iii) August 1, 1996.
(6) If the same Customer System is licensed on a per system basis for both
the Windows System Family and for individual operating system Product(s) (e.g.,
Windows, Windows for Workgroups, or MS-DOS) in this Exhibit C, COMPANY shall be
relieved of its obligation to pay the royalty for the individual operating
system Product(s) provided that (i) COMPANY does not ship both the individual
operating system Product(s) and the Windows Desktop Family with such Customer
System; and (ii) COMPANY reports and pays MS the royalty due for the Windows
Desktop Family.
(7) COMPANY may not (i) distribute both Windows 95 and any other MS
operating system Product with the same Customer System; (ii) distribute both
Windows NT Workstation and any other MS operating system Product with the same
Customer System; or (iii) distribute both Windows and Windows for Workgroups
with the same Customer System.
(8) Provided a "per copy" royalty rate is listed for the Product in the
table above, if COMPANY distributes this Product with a computer system which is
not listed as licensed for this Product in the Customer System table of this
Exhibit C, but which otherwise meets all of the requirements for a "Customer
- 22 -
System" for this Product, then such computer system shall be deemed a licensed
Customer System for the Product on a per copy basis and COMPANY agrees to comply
with all of the terms and conditions of this Agreement with respect to any such
distribution of Product.
(9) Notwithstanding anything to the contrary contained in Section 2,
COMPANY must distribute Product documentation with each Customer System
distributed with Product software. A COA must be affixed to or accompany each
copy of Product documentation.
(d) Windows for Workgroups version 3.11 includes Microsoft At Work fax
transmission software, which provides methods for stand- alone and networked
computers to send and receive fax messages with certain security levels. French
law (Decree 92-1358 of December 1992) generally prohibits the use in France of
such technology, unless special approvals are granted. Accordingly, OEMs should
provide only the version of Windows for Workgroups version 3.11 designed for
France to avoid violating the Decree.
(e) (1) The PRC language version of the Windows operating system Product is
version 3.2. The Japanese language version of the MS-DOS operating system is
version 6.2/V. The Japanese language version of Enhanced Tools for MS-DOS 6 is
1.0/V.
(2) The PRC language versions of Windows and MS-DOS are available with only
simplified Chinese character fonts licensed from a third party. COMPANY
acknowledges that such fonts may differ in quality and characteristics to
Chinese character fonts available in other Microsoft Products.
(3) The PRC language versions of Windows and MS-DOS are available only
through selected Authorized Replicators as specified by MS. From time to time,
MS shall provide an updated list of Authorized Replicators through which the PRC
language version of this Product is available.
(4) The packaging for the PRC language version of this Product distributed
with Customer Systems within or to the PRC shall be clearly marked in both
English and simplified Chinese, "Not for distribution or use outside the
People's Republic of China".
(f) (1) Notwithstanding anything to the contrary in Sections 2 and 6 of the
Agreement, COMPANY may install one or more language versions (listed in the
Language Version box above) of Product software with each applicable Customer
System provided that COMPANY complies with the following restrictions.
(i) COMPANY may distribute such multiple language versions of Product
software only in the form of Preinstalled Product Software. COMPANY may
- 23 -
distribute only one backup copy of Product software in one language version for
use on each such Customer System;
(ii) COMPANY shall use the MS set-up utility included in the Product
Deliverables which allows the end-user to choose one, and only one, language
version of Product for the Customer System;
(iii) COMPANY shall follow all guidelines and procedures set forth in
the Product Deliverables regarding the installation, set-up, and initialization
of multiple language versions of Product software; and
(iv) COMPANY shall clearly indicate to end-users, including without
limitation, in advertising and on Customer System packaging, that end-users
shall have access to one language version only.
(2) COMPANY hereby indemnifies MS from and against all damages, costs and
attorneys' fees arising from claims or demands resulting from COMPANY's
distribution of multiple language versions including, without limitation, claims
that the end-user is entitled to use more than one language version of the
Product or that advertisements, Customer System packaging, or other
representations made by or for COMPANY are false and/or misleading.
(3) COMPANY's report shall separately indicate the number of Customer
Systems distributed with each combination of language versions of Product.
(4) Provided COMPANY complies with all terms and conditions of this
Agreement, including this Additional Provision (f), for purposes of the royalty
calculation provisions of Section 3, preinstallation of multiple language
versions of Product performed in accordance with the instructions for multiple
language installation provided in the OPK shall constitute "one language"
version. In such event, COMPANY shall pay the highest royalty applicable to the
language versions distributed.
(5) If COMPANY does not comply with all of the requirements stated above,
in addition to any other remedies MS may have, COMPANY shall pay MS the
applicable royalty for each language version of Product software included with
the Customer System.
(g) (1) Notwithstanding anything to the contrary contained in Section 2 of the
Agreement, COMPANY's license for this Product shall extend to Windows NT
Workstation version 3.51.
- 24 -
(2) In order to support end-users of this Product, COMPANY agrees to employ
at all times at least one support technician who has successfully completed, at
COMPANY's expense, the Microsoft Certified Professional program for this
Product.
(3) Though the Product Deliverables for this Product may include versions
of the Product designed for other types of microprocessers, COMPANY is licensed
to distribute the Product only with and for use on Customer Systems based on the
Intel x86, Pentium or compatible architecture.
(4) If Customer System(s) licensed for this Product under this Exhibit C
are also licensed for a prior release of this Product under another agreement,
then:
(i) COMPANY's license to distribute such prior release of this Product
with such Customer Systems under the other agreement shall expire as of the end
of the calendar quarter in which the Effective Date of this Agreement or the
Amendment Date of the Amendment adding this Exhibit C, as applicable, occurs;
and
(ii) COMPANY shall pay and report for any licensed releases of this
Product only under this Agreement for such Customer Systems thereafter.
(5) The royalty rates specified in the Product table apply to shipment of
Customer Systems which are capable of utilizing one (1) or two (2)
microprocessors. For Customer Systems which are capable of utilizing three (3)
or four (4) microprocessors, COMPANY agrees to pay MS 2.5 times the royalty
rates specified in the Product Table [i.e., Royalty = 2.5 x (Windows Desktop
Family royalty + Windows NT Workstation additional royalty)]. COMPANY is not
licensed to distribute this Product on Customer Systems which are capable of
utilizing more than four (4) microprocessors.
(h) If the same Customer System is licensed on a per system basis for both
Windows and Windows for Workgroups, but is not licensed for the Windows Desktop
Operating System Family on a per system basis, COMPANY shall be relieved of its
obligation to pay the royalty for Windows provided that (i) COMPANY does not
ship both Windows and Windows for Workgroups with such Customer System; and (ii)
COMPANY reports and pays MS the royalty due for Windows for Workgroups.
CUSTOMER SYSTEMS
COMPANY's Customer Systems shall be the assembled computer systems described in
the table below which (i) are configured for use only by a single user; (ii) are
designed to use a video display and keyboard; and (iii) include at least a CPU,
a motherboard, a power supply, a hard disk drive (except if the Product software
is installed in ROM), and a case. Each listed Customer System must have a unique
- 25 -
model line name, model name, or model number which COMPANY uses both internally
(in COMPANY's books and records) and externally (on the Customer System case and
packaging). For each Product which COMPANY chooses to license for distribution
with the listed Customer System, the letter "s" or "c" in the relevant box
indicates whether COMPANY is licensing the Product on a "per system" or "per
copy" basis, respectively. New models may be added by agreement of the parties.
At COMPANY's option, for purposes of administrative convenience, COMPANY may
designate models by model line or series (e.g., "Jaguar model line", "Jaguar Pro
series", "Jaguar Pro 750 model line", "Jaguar Pro 950 series", etc.). Customer
Systems defined by model line or series shall include all present models which
include the designated model line or series name, (e.g., "Jaguar Pro model line"
includes Jaguar Pro, Jaguar Pro 950, Jaguar Pro S, etc.; "Jaguar series"
includes Jaguar, Jaguar Pro, Jaguar Pro 950, Jaguar S400, etc.; "Jaguar Pro 950
series" includes Jaguar Pro 950, Jaguar Pro 955, etc.).
In the event that COMPANY designates models by model line or series in this
Exhibit C, then COMPANY may elect to include as Customer System(s) new models in
the model line or series by including any such new model(s) on its royalty
report for the reporting period in which each such new model is first
distributed with the Product. Unless otherwise agreed to by the parties prior to
COMPANY's first distribution of a new model with the Product, each such new
model designated on a royalty report shall be licensed for the remainder of the
term of the Agreement on the same basis (i.e., per system or per copy) as the
other models in the model line or series and shall bear the applicable royalty
set forth in this Exhibit C. Any new model in the model line or series which is
not included in a royalty report as a licensed Customer System (and is thus not
licensed for the applicable Product) must have a unique model number or model
name used for internal and external identification purposes which distinguishes
it from any model which COMPANY has designated previously as a Customer System.
- 26 -
CUSTOMER SYSTEM TABLE
Product Number Key: 1 = Windows Desktop Family, 2 = Windows for Workgroups 3.11;
3 = Windows 3.1; 4 = MS-DOS 6.2; 5 = Enhanced Tools for MS-DOS 6.2
Royalty Basis Key: C = per copy, S = per system; Product box is blank, such
Product is not licensed for distribution with the listed Customer System.
====================================================================================================================================
Product Number
- - ------------------------------------------------------------------------------------------------------------------------------------
Processor
Model Name or Model Number Type 1 2 3 4 5 6 7 8
- - ------------------------------------------------------------------------------------------------------------------------------------
Magitronic i486 S
- - ------------------------------------------------------------------------------------------------------------------------------------
Magitronic Pentium S
- - ------------------------------------------------------------------------------------------------------------------------------------
Magitronic Pentium S
Pro
- - ------------------------------------------------------------------------------------------------------------------------------------
Magitronic Cyrix S
5x86
- - ------------------------------------------------------------------------------------------------------------------------------------
Magitronic Cyrix S
6x86
- - ------------------------------------------------------------------------------------------------------------------------------------
Magitronic AMD 486 S
- - ------------------------------------------------------------------------------------------------------------------------------------
Magitronic AMD K5 S
- - ------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
COMPANY hereby represents and warrants that the names and numbers indicated in
the Model Name or Model Number column in the table above accurately denote the
actual designation used by COMPANY to identify the listed models (on the
Customer System case and in COMPANY's internal books and records).
- 27 -
EXHIBIT C6
ADDITIONAL SYSTEMS PRODUCTS
- - --------------------------------------------------------------------------------------------------------------------
Product Language Applicable Per System Per Copy Localization Added by
Name and Version(s) Additional Royalty Royalty Additional Amendment
Version ** Provisions * * Royalty Number
- - -----------------------------------------------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------------------------------------------
1. Plus! EN, A, BP, (b), (d), US$6.00 US$_____ US$1.50 6
Version 1.0 CH, D, DA, (e)
for DU, EE, F, Estimated Estimated
Windows(R) 95 FF, FR, monthly monthly
HB, J, E, volume: volume:
DU, P, 6,000 _____
PRC, RU, Z
- - -----------------------------------------------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------------------------------------------
2. CD-ROM EN (a), (c), US$_____ US$_____ US$_____
Extensions (e) (Single (Single
Version 2.2 User) User)
for MS-DOS(R) Estimated Estimated
monthly monthly
volume: volume:
_____ _____
- - -----------------------------------------------------------------------------------------------------------------------------------
* A Product is not licensed hereunder unless royalty rate(s) are indicated in
the Product table and the Product is indicated as licensed for one or more
Customer Systems in the Customer System table of this Exhibit C.
** Language Version Key: A = Arabic, BP = Portuguese (Brazil), CE = Cyrillic
Enabled, CH = Traditional Chinese, CZ = Czech, D = German, DA = Danish, DU =
Dutch, E = Spanish, EE = Eastern and Central European, EN = USA English, F =
French, FF = France's French, FI = Finnish, HAN = Hangeul, HB = Hebrew, HUN =
Hungarian, I = Italian, J = Japanese, N = Norwegian, P = Portuguese, PE = Pan
European English, POL = Polish, PRC = PRC Simplified Chinese, RU = Russian, SL =
Slovenian, SW = Swedish, TH = Thai, TR = Turkish, Z = International English. If
COMPANY is licensed for the EN version of Product and if a Localization
Additional Royalty is specified in the Product table above, then in addition to
the language versions specified in the Product table above, COMPANY may receive
Product Deliverables for the licensed Product in available language versions
listed in the Language Key (except CH, HAN, J, and PRC which may only be added
by amendment) by sending a written request to the attention of OEM Accounting
Services at the address listed in Exhibit N for royalty reports.
- 28 -
INITIAL PAYMENT AMOUNT
The Initial Payment Amount for Products licensed under this Exhibit C shall be
Zero Dollars (US$0.00), and shall be paid in accordance with Section 3(b) of the
Agreement.
ADDITIONAL PROVISIONS KEY
(Note: Only those Additional Provisions applicable to licensed
Product(s) appear. Section lettering may not be consecutive)
(a) For each copy of the Product licensed by COMPANY on a multiple-user basis,
COMPANY shall pay the royalty rate described above for each user up to a maximum
of five (5) users, plus one- half of the royalty rate for each additional user
in excess of five (5) users [For example, where the royalty specified in the
table above is R, if COMPANY licenses the Product for ten (10) users, the
royalty due for such unit of Product would be the sum of 5R + 2.5R].
(b) This Product is designed for use with Windows 95 and may not function
properly with other operating system products.
(c) The royalty rate(s) specified above require pre-installation of the Product
on each Customer System distributed with the Product.
(d) The royalty rate(s) specified above require pre-installation of the Product
on each Customer System distributed with the Product, except for those Customer
System(s) on which COMPANY preinstalls multiple language versions of Windows 95
in accordance with the Exhibit C for Windows 95.
(e) Provided a "per copy" royalty rate is listed for the Product in the table
above, if COMPANY distributes this Product with a computer system which is not
listed as licensed for this Product in the Customer System table of this Exhibit
C, but which otherwise meets all of the requirements for a "Customer System" for
this Product, then such computer system shall be deemed a licensed Customer
System for the Product on a per copy basis and COMPANY agrees to comply with all
of the terms and conditions of this Agreement with respect to any such
distribution of Product.
- 29 -
CUSTOMER SYSTEMS
COMPANY's Customer Systems shall be the assembled computer systems described in
the table below which (i) are configured for use only by a single user, (ii) are
designed to use a video display and keyboard; and (iii) include at least a CPU,
a motherboard, a power supply, and a case. Each listed Customer System must have
a unique model line name, model name, or model number which COMPANY uses both
internally (in COMPANY's books and records) and externally (on the Customer
System case and packaging). For each Product which COMPANY chooses to license
for distribution with the listed Customer System, the letter "s" or "c" in the
relevant box indicates whether COMPANY is licensing the Product on a "per
system" or "per copy" basis, respectively. New models may be added by agreement
of the parties.
At COMPANY's option, for purposes of administrative convenience, COMPANY may
designate models by model line or series, e.g., "Jaguar model line", "Jaguar Pro
series", "Jaguar Pro 750 model line", "Jaguar Pro 950 series", etc.)." Customer
Systems defined by model line or series shall include all present models which
include the designated model line or series name, (e.g., "Jaguar Pro model line"
includes Jaguar Pro, Jaguar Pro 950, Jaguar Pro S, etc.; "Jaguar series"
includes Jaguar, Jaguar Pro, Jaguar Pro 950, Jaguar S400, etc.; "Jaguar Pro 950
series" includes Jaguar Pro 950, Jaguar Pro 955, etc.).
In the event that COMPANY designates models by model line or series in this
Exhibit C, then COMPANY may elect to include as Customer System(s) new models in
the model line or series by including any such new model(s) on its royalty
report for the reporting period in which each such new model is first
distributed with the Product. Unless otherwise agreed to by the parties prior to
COMPANY's first distribution of a new model with the Product, each such new
model designated on a royalty report shall be licensed for the remainder of the
term of the Agreement on the same basis (i.e., per system or per copy) as the
other models in the model line or series and shall bear the applicable royalty
set forth in this Exhibit C. Any new model in the model line or series which is
not included in a royalty report as a licensed Customer System (and is thus not
licensed for the applicable Product) must have a unique model number or model
name used for internal and external identification purposes which distinguishes
it from any model which COMPANY has designated previously as a Customer System.
- 30 -
Product Number Key: 1 = Plus! 1.0; 2 = CD-ROM Extensions 2.2
Royalty Basis Key: C = per copy, S = per system; if Product box is blank, such
Product is not licensed for distribution with the listed Customer System.
- - ------------------------------------------------------------------------------------------------------------------------------------
Product Number
- - ------------------------------------------------------------------------------------------------------------------------------------
Processor
Model Name or Model Number Type 1 2 3 4 5 6 7 8
- - ------------------------------------------------------------------------------------------------------------------------------------
Magitronic i486 S
- - ------------------------------------------------------------------------------------------------------------------------------------
Magitronic Pentium S
- - ------------------------------------------------------------------------------------------------------------------------------------
Magitronic Pentium S
Pro
- - ------------------------------------------------------------------------------------------------------------------------------------
Magitronic Cyrix S
5x86
- - ------------------------------------------------------------------------------------------------------------------------------------
Magitronic Cyrix S
6x86
- - ------------------------------------------------------------------------------------------------------------------------------------
Magitronic AMD 486 S
- - ------------------------------------------------------------------------------------------------------------------------------------
Magitronic AMD K5 S
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
COMPANY hereby represents and warrants that the names and numbers indicated in
the Model Name or Model Number column in the table above accurately denote the
actual designation used by COMPANY to identify the listed models (on the
Customer System case and in COMPANY's internal books and records).
- 31 -
EXHIBIT C7
WINDOWS NT(R) WORKSTATION UPGRADE
(Per Copy)
* If Royalty Basis, Language Version(s), and Maximum Number of Units of Product
are not specified for a particular Product in the table below, then such Product
is not licensed under this Agreement.
** Language Key: D = German, E = Spanish, EN = English, FR = French, J =
Japanese
- - ---------------------------------------------------------------------------------------------------------------------
Product Name Language Applicable Royalty/ Non- Maximum Added by
and Version Version(s) Additional Basis* English Number of Amendment
** Provisions Additional Units of Number
Royalty Product*
- - ---------------------------------------------------------------------------------------------------------------------
Windows NT(R) EN (a), (b), US$55.00 US$6.00 200 6
Workstation (c), (d), per copy
Upgrade (e), (f),
Version 4.0 (g), (h)
- - ---------------------------------------------------------------------------------------------------------------------
ROYALTY CALCULATION, ORDER, AND PAYMENT
Notwithstanding anything to the contrary contained in Section 3 of the
Agreement, the following royalty calculation, order and payment terms shall
apply to this Product:
1. COMPANY agrees to pay MS the royalty rates set forth above for each unit of
Product ordered by COMPANY.
2. In addition, COMPANY agrees to pay MS the Non-English Additional Royalty
specified above for each full or partial unit of Non-English versions of Product
ordered by COMPANY. Non- English versions are provided if and when available.
3. COMPANY may order no more than the Maximum Number of Units of Product
indicated in the Product Table above.
4. COMPANY shall prepay to MS the royalties due for each unit of Product in
advance of each order placed with the Authorized Replicator by wire transfer in
accordance with the royalty payment information specified in Attachment 1
hereto. COMPANY shall identify the quantity of each language version of Product
to be ordered when making payment. Each payment must be for a minimum of one
hundred (100) units of Product. Royalties exclude any charges by Authorized
- 32 -
EXHIBIT C7
(Continued)
Replicator for units of Product ordered by COMPANY. COMPANY must make Product
order prepayments for a given language version of Product before the Product
Distribution Expiration Date specified for such language version specified in
the Product Upgrade Program Schedule below.
PRODUCT UPGRADE PROGRAM SCHEDULE
The current Product Upgrade Program Schedule is set forth in the table below for
each language version of the Product. MS may, in its sole discretion, extend the
Product Upgrade Program Schedule for one or more of the language versions of
product on written notice to COMPANY.
- - ------------------------------------------------------------------------------------------------------------------------
Language Version of Product English French, Japanese
German &
Spanish
- - ------------------------------------------------------------------------------------------------------------------------
Product Distribution Expiration December 31, December 31, March 31,
Date 1996 1996 1997
- - ------------------------------------------------------------------------------------------------------------------------
ADDITIONAL PROVISIONS KEY
(a) COMPANY agrees that it will not distribute Product until MS advises its OEM
customers generally that Customer Systems with Windows NT Workstation Version
4.0 may be distributed.
(b) Notwithstanding anything to the contrary contained in Sections 2 and 6 of
the Agreement, COMPANY shall distribute the Product only in the form/packaging
available from the Authorized Replicator.
(c) For purposes of this Exhibit C, "Customer System" shall mean COMPANY
computer systems which COMPANY can conclusively establish: (i) were distributed
with a specific language version of Windows NT Workstation Version 3.51 ("Prior
Product") prior to the Product Distribution Expiration Date specified for such
language version in the Product Upgrade Program Schedule above in compliance
with a valid OEM license agreement between COMPANY and MS; and (ii) were
marketed and distributed under COMPANY's or COMPANY Subsidiaries' (and not any
third party's) brandnames and trademarks.
(d) Notwithstanding anything to the contrary contained in Sections 2 and 6 of
the Agreement, COMPANY may distribute the Product only as an "upgrade" provided
by COMPANY separate from a Customer System directly (without use of dealers or
other intermediaries) to an existing authorized end-user of the Prior
- 33 -
EXHIBIT C7
(Continued)
Product on a Customer System. COMPANY's license to distribute each language
version of the Product under this Exhibit C shall expire on the Product
Distribution Expiration Date specified for such language version in the Product
Upgrade Program Schedule above.
(e) COMPANY shall acquire the Product through one Authorized Replicator of
COMPANY's choice. COMPANY shall notify MS of the Authorized Replicator through
which COMPANY will acquire the Product prior to placing the first order for
Product.
(f) This Product may only be distributed to end user customers located within
the geographical boundaries of the United States of America, Canada, Europe and
Japan.
(g) In order to support end-users of this Product, COMPANY agrees to employ at
all times at least one support technician who has successfully completed, at
COMPANY's expense, the Microsoft Certified Professional program for this
Product.
(h) All marketing or promotion of the Product shall be targeted exclusively to
end users of Customer Systems, as defined in this Exhibit C. COMPANY shall
insert coupons or other promotional materials to offer the Product to end users
inside packages of Customer Systems. COMPANY shall ensure that such coupons or
materials expire not later than the Product Distribution Expiration Date set
forth in the Product Upgrade Program Schedule above. COMPANY shall distribute
the Product only to those end users who request the Product to be provided.
- 34 -
ATTACHMENT 1
TO EXHIBIT C7 FOR WINDOWS NT WORKSTATION UPGRADE
- - --------------------------------------------------------------------------------
WINDOWS NT WORKSTATION UPGRADE VERSION 4.0--
OEM PROGRAM ROYALTY PAYMENT INFORMATION
Please complete this form and fax to
OEM Accounting Services
FAX: 206-936-5298
PHONE: 206-882-8080
US/Canada Contact: Jayne McKelvy
International Contact: Leanne Furugori
1). Company Name:
2). License ID #:
3). (a) Total Quantity this Order:
(b) Quantity of Non-English Versions:
4). Payment amount:
5). Date of Payment:
6). MS Authorized Replicator
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
If COMPANY is a U.S.A. or If COMPANY is based outside
Canada based company, payments the U.S.A. and Canada,
shall be made by wire transfer payments shall be made by wire
to: transfer to:
- - --------------------------------------------------------------------------------
Microsoft Corporation Microsoft Corporation
c/o First Interstate Bank c/o Citibank N.A.
of Washington 399 Park Avenue
Seattle Main Branch New York, NY 10043
Seattle, WA U.S.A.
U.S.A. ABA 021000089
ABA 125-000-286 SWIFT Code: CITIUS33
SWIFT Code: FIWAUS66 Account #38468231
Account #001-025865
Regarding: Microsoft OEM Regarding: Microsoft OEM
Upgrade Order Prepayment Upgrade Order Prepayment
- - --------------------------------------------------------------------------------
COMPANY agrees to ensure that the regarding line stated above, the MS license
agreement number for the Agreement, and the MS invoice number (if any) are
specified on each wire transfer payment made pursuant to the Agreement.
- - --------------------------------------------------------------------------------
Microsoft internal use on:
Accounting Services document control number:
- - --------------------------------------------------------------------------------
- 35 -
EXHIBIT D
BRAND NAMES AND TRADEMARKS
(This Exhibit D only applies to Products licensed in accordance
with those Exhibit(s) C which do not contain a "COMPANY Brand
Names and Trademarks" Section, if any)
COMPANY AND COMPANY SUBSIDIARIES BRAND NAMES AND TRADEMARKS
If COMPANY Customer Systems are marketed, licensed, or distributed under
COMPANY's or COMPANY Subsidiaries' brand names and trademarks which do not
include COMPANY's name, those brand names and trademarks must be listed below:
Brand Names & Trademarks
1. Magitronic
2.
THIRD PARTY BRAND NAMES AND TRADEMARKS
If COMPANY Customer Systems are marketed, licensed, or distributed by a third
party under brand names and trademarks which do not include COMPANY's name,
those brand names and trademarks and model names used for the Customer Systems
by a third party must be listed below. As provided in the applicable Exhibit(s),
COMPANY may not distribute certain Products with COMPANY Customer Systems that
---
are marketed or distributed under any third party brand names or trademarks.
Brand Names & Trademarks Customer System Model Name Used
by Third Party
1.
2.
- 36 -
EXHIBIT F
SUPPLEMENT RIGHTS
The purpose of this Exhibit is to set forth additional license rights and
related restrictions which may apply to Supplement(s) as may be provided by MS
from time to time. The actual additional license rights and related restrictions
for each Supplement shall be identified in the "Supplement Addendum" for each
such Supplement. The license rights shall be royalty-free and, except as
specified in the applicable Supplement Addendum, shall be subject to the terms
and conditions of the Agreement. COMPANY's license rights to Supplement(s) shall
expire the earlier of: (i) termination or expiration of COMPANY's license rights
to the Product to which the Supplement corresponds, or (ii) termination or
expiration of the Agreement.
1. "Reproduction Rights", if
granted, shall mean:
(a) Reproduce, in accordance
with specifications provided by
MS, the Supplement software in
object code form on external
media (i.e., diskette or CD-
ROM) and end user documentation
for the Supplement, if any.
(b) Reproduce Product names
and Product trademarks on
packaging, labels, and end user
documentation for the
Supplement subject to the
following restrictions:
(i) COMPANY'S labeling and
packaging for the Supplement
shall clearly indicate that the
Supplement is a supplement to
and/or replacement of the
Product provided by COMPANY for
use on COMPANY'S Computer
Systems;
(ii) COMPANY will cause to
appear on the container and
labels of Supplement the
copyright, trademark and patent
notice(s), as they appear on
the applicable release of
Product Deliverables; and
(iii) COMPANY'S name and/or
trademarks shall not be
displayed in relation to
Product name in a manner which
suggests that COMPANY's name
and/or trademarks are part of
the Product name. COMPANY's
name and/or trademarks shall be
displayed on the packaging and
disk labels more prominently
than the name "Microsoft".
- 37 -
2. "Distribution on External
Media with Customer Systems
Rights", if granted, shall
mean:
(a) Distribute one (1) copy of
the Supplement software,
reproduced in accordance with
the reproduction rights granted
for such Supplement, with each
of Company's licensed Customer
Systems to be distributed with
Product, subject to the
following conditions:
(i) COMPANY shall include with
each copy of the Supplement a
EULA addendum which shall be
substantially similar to the
sample addendum attached hereto
as Attachment 1, except that it
shall be adapted as may be
required by the laws of any
non-USA jurisdiction in which
COMPANY distributes the
Supplement.
3. "Distribution to Existing
End Users Rights", if granted,
shall mean:
(a) Distribute one (1) copy of
the Supplement software, as
acquired from an Authorized
Replicator if available, or
reproduced in accordance with
the reproduction rights, if
any, granted for such
Supplement, to licensed end
users of COMPANY's Customer
Systems originally distributed
with the Product, subject to
the following conditions:
- 38 -
(i) The Supplement shall be
distributed directly from
COMPANY or an MS-authorized
fulfillment source;
(ii) COMPANY shall include
with each copy of the
Supplement a EULA addendum
which shall be substantially
similar to the sample addendum
attached hereto as Attachment
1, except that it shall be
adapted as may be required by
the laws of any non-USA
jurisdiction in which COMPANY
distributes the Supplement; and
(iii) COMPANY shall offer the
Supplement at no charge except
that COMPANY may charge its
reasonable cost of materials
and shipping and handling
costs.
4. "Distribution via Bulletin
Boards Rights", if granted,
shall mean:
(a) Post and maintain the
object code version of the
Supplement on COMPANY's point
to point communication link by
modem (not Internet) bulletin
board corner(s)" ("BBS") for
distribution to end users of
COMPANY'S Customer Systems
originally distributed with
Product, subject to the
following conditions:
- 39 -
(i) COMPANY shall ensure that
each copy of the Supplement
includes a EULA addendum which
is substantially similar to the
sample addendum attached hereto
as Attachment 1, except that it
shall be adapted as may be
required by the laws of any
non-USA jurisdiction in which
COMPANY distributes the
Supplement and
(ii) COMPANY shall offer the
Supplement at no charge to end
users.
5. "Distribution via Internet
Link Rights", if granted, shall
mean:
(a) Create and maintain a link
on COMPANY's Internet home
page(s) to MS' copy of the
Supplement on MS' Internet home
page(s), at the Universe
Resource Locator(s) listed in
the Supplement Addendum.
6. "Distribution via Internet
Page Rights", if granted, shall
mean:
(a) Post and maintain the
object code version of the
Supplement on COMPANY's home
page(s) on the Internet for
distribution to end users of
COMPANY's Customer Systems
originally distributed with
Product, subject to the
following conditions:
- 40 -
(i) Company shall include with
each copy of the Supplement a
EULA addendum which is
substantially similar to the
sample addendum attached hereto
as Attachment 1, except that it
shall be adapted as may be
required by the laws of any
non-USA jurisdiction in which
the Supplement is distributed;
and
(ii) COMPANY shall offer the
Supplement at no charge to end
users.
7. "Other Rights", if granted,
and restrictions shall be as
set forth in the applicable
Supplement Addendum.
- 41 -
ATTACHMENT 1 TO EXHIBIT F
-------------------------
ADDENDUM TO THE MICROSOFT SOFTWARE LICENSE AGREEMENT
FOR
----------------------
IMPORTANT READ THIS FIRST. By using the software files (the "Software") provided
with this Addendum, you are agreeing to be bound by the following terms. If you
do not agree to be bound by these terms, you may not use the Software.
---
The Software is provided for the sole purpose of replacing or supplementing
certain portions of a licensed copy of the above listed Microsoft software
product ("ORIGINAL PRODUCT"). Upon installation, the Software files become a
part of the ORIGINAL PRODUCT and are subject to the same warranty and license
terms and conditions as the ORIGINAL PRODUCT. If you do not have a valid license
to use the ORIGINAL PRODUCT, you may not use the Software. Any other use of the
Software is prohibited.
- 42 -
AMENDMENT NUMBER 7
Amendment Date: September 1, 1996
to MICROSOFT OEM LICENSE AGREEMENT FOR DESKTOP OPERATING SYSTEMS
between MICROSOFT CORPORATION, a Washington, U.S.A. Corporation
and LIUSKI INTERNATIONAL, INC., a Corporation of New York
Agreement Effective Date: October 1, 1994
MICROSOFT LICENSE # 4415-4291
Effective as of the Amendment Date indicated above, the below signed parties
agree that the indicated portions of the above referenced license agreement
(hereinafter the "Agreement") are hereby amended by this instrument (hereinafter
the "Amendment"), as follows:
1. Exhibit C5 shall be replaced by attached Exhibit C8.
All capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Agreement. The terms of this Amendment shall supersede
any inconsistent terms contained in the Agreement.
NOTICE:
For Product(s) specified in Exhibit C as licensed under the "per system" royalty
calculation provisions, please note the following:
This is a Microsoft Per System License. As a Customer, you may create a "New
System" at any time that does not require the payment of a royalty to Microsoft
unless the Customer and Microsoft agree to add it to the License Agreement.
Any New System created may be identical in every respect to a system as to which
the Customer pays a Per System royalty to Microsoft provided that the New System
has a unique model number or model name for internal and external identification
purposes which distinguishes it from any system the Customer sells that is
included in a Per System License. The requirement of external identification may
be satisfied by placement of the unique model name or model number on the
machine and its container (if any), without more.
If the Customer does not intend to include a Microsoft operating system product
with a New System, the Customer does not need to notify Microsoft at any time of
the creation, use or sale of any such New System, nor does it need to take any
particular steps to market or advertise the New System.
- 43 -
Under Microsoft's License Agreement, there is no charge or penalty if a Customer
chooses at any time to create a New System incorporating a non-Microsoft
operating system. If the Customer intends to include a Microsoft operating
system product with the New System, the Customer must so notify Microsoft, after
which the parties may enter into arm's length negotiation with respect to a
license to apply to the New System.
IN WITNESS WHEREOF, the parties have executed this Amendment in duplicate as of
the date first written above. All signed copies of this Amendment shall be
deemed originals. This Amendment is executed only in the English language.
MICROSOFT CORPORATION LIUSKI INTERNATIONAL, INC.
- - ------------------------------ ------------------------------
By By
- - ------------------------------ ------------------------------
Name (Print) Name (Print)
- - ------------------------------ ------------------------------
Title Title
- - ------------------------------ ------------------------------
Date Date
- 44 -
EXHIBIT C8
WINDOWS DESKTOP FAMILY
PRODUCT TABLE
Product Language Applicable Per System Per Copy Localization Added by
Name and Version(s) Additional Royalty Royalty Additional Amendement
Version ** Provisions * * Royalty Number
1.Windows Desktop Royalty: Royalty:
Family: (a) US$67.00 US$75.00 US$6.00 6
A EN, A, BP, (a), (b), Royalty Royalty Localization
Windows(R) 95 CH, D, DA, (c), (f) Specified Specified Additional
operating DU, EE, F, for for Royalty
system, OR FF, FR, Windows Windows Specified for
HB, J, E, Desktop Desktop Windows
DU, P, Family Family Desktop
PRC, RU, Z Above Above Family Above
B. MS-DOS(R) EN, A, BP, (a), (c), Royalty Royalty Localization
operating CH, D, DA, (e), (f) Specified Specified Additional
system DU, EE, F, for for Royalty
Version FF, FR, Windows Windows Specified for
6.22 and HB, J, E, Desktop Desktop Windows
Enhanced DU, P, Family Family Desktop
Tools for PRC, RU, Z Above Above Family Above
MS-DOS(R)
Version 1.0
and
Windows(R)
operating
system
Version
3.1, OR
C EN, A, BP, (a), (c), Royalty Royalty Localization
MS-DOS(R) CH, D, DA, (d), (f) Specified Specified Additional
operating DU, EE, F, for for Royalty
system FF, FR, Windows Windows Specified for
Version HB, J, E, Desktop Desktop Windows
6.22 and DU, P, Family Family Desktop
Enhanced PRC, RU, Z Above Above Family Above
Tools for
MS-DOS(R)
Version 1.0
and
Windows(R)
for
Workgroups
operating
system
Version
3.11, OR
- 45 -
D. EN, A, BP, (a), (b), US$65.00 US$75.00 US$6.00
Windows NT(R) CH, D, DA, (c), (g)
Workstation DU, EE, F, In In In Addition
Version 4.0 FF, FR, Addition Addition to the
(x86/ HB, J, E, to the to the Localization
Pentium(TM) DU, P, Royalty Royalty Additional
compatible PRC, RU, Z Specified Specified Royalty
version for for Specified
Windows Windows for Windows
Desktop Desktop Desktop
Family Family Family Above
Above Above
Estimated Estimated
Monthly Monthly
Volume for Volume for
Windows Windows
Desktop Desktop
Family: Family:
6,000 -----
- - ------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------
2. Windows(R) EN (c), (d), Royalty Royalty US$4.00
for (f), (h) US$----- US$-----
Workgroups
operating
system
Version
3.11
- - ------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------
3. Windows(R) EN (c), (e), Royalty Royalty US$4.00
operating (f), (h) US$----- US$-----
system
Version 3.1
- - ------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------
4. MS-DOS(R) EN (c), (e), Royalty Royalty US$2.00
operating (f) US$---- US$-----
system
Version
6.22
- - ------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------
5. Enhanced EN (c), (e), Royalty US$0.50
Tools (f) US$-----
Version
1.02 for
MS-DOS(R)
6.22
- - ------------------------------------------------------------------------------------
* A Product is not licensed hereunder unless royalty rate(s) are indicated in
the Product table and the Product is indicated as licensed for one or more
Customer System(s) in the Customer System table of this Exhibit C.
** Language Version Key: A = Arabic, BP = Portuguese (Brazil), CE = Cyrillic
Enabled, CH = Traditional Chinese, CZ = Czech, D = German, DA = Danish, DU =
- 46 -
Dutch, E = Spanish, EE = Eastern and Central European, EN = USA English, F =
French, FF = France's French, FI = Finnish, HAN = Hangeul, HB = Hebrew, HUN =
Hungarian, I = Italian, J = Japanese, N = Norwegian, P = Portuguese, PE = Pan
European English, POL = Polish, PRC = PRC Simplified Chinese, RU = Russian, SL =
Slovenian, SW = Swedish, TH = Thai, TR = Turkish, Z = International English. If
the release listed in the Product Table above is not available in a particular
licensed language, COMPANY's license shall include the latest available
preceding release in such language. If COMPANY is licensed for the EN version of
Product and if a Localization Additional Royalty is specified in the Product
table above, then in addition to the language versions specified in the Product
table above, COMPANY may receive Product Deliverables for the licensed Product
in available language versions listed in the Language Key (except CH, HAN, J,
and PRC which may only be added by amendment) by sending a written request to
the attention of OEM Accounting Services at the address listed in Exhibit N for
royalty reports. Localized versions are licensed on an if and as available
basis.
INITIAL PAYMENT AMOUNT
The Initial Payment Amount for Products licensed under this Exhibit C shall
be Zero Dollars (US$0.00), and shall be paid in accordance with Section
3(b) of the Agreement.
ADDITIONAL PROVISIONS KEY
(Note: Only those Additional Provisions applicable to
licensed Product(s) appear. Section lettering may not
be consecutive)
(a) If COMPANY is licensed for the Windows Desktop Family, COMPANY may
distribute not more than one (1) of the listed Product combinations or
Products (i.e., A or B or C or D) with each licensed Customer System.
COMPANY's report shall separately indicate the number of each such Product
or combination (A, B, C, or D) that COMPANY distributes. COMPANY shall
acquire all components of each unit of Product or combination of Products
to be distributed with a Customer System (i.e., APM, Product end user
documentation, and Product software on external media, as applicable) from
a single Authorized Replicator and in a single package or stock keeping
unit.
(b) (1) COMPANY is not licensed to, and agrees that it will not, modify, in
any way, or delete any aspect of the Product software (including, without
limitation, any features, shortcuts, icons, "wizards", folders (including
sub-folders) or programs of Product software) as delivered by MS in the
Product Deliverables, except if and as specifically permitted below or in
the OPK User's Guide ("OPK") provided in the Product Deliverables. In
particular, and without limitation, this means that COMPANY is not licensed
to and agrees that it will not:
(A) Modify or obscure, in any way, the sequence or appearance of any
screens displayed by the Product software as delivered by MS from the
- 47 -
time the Customer System completes BIOS processing after being
switched on by the end user and transfers control to the Product
software loaded from the hard disk ("End User Boot") until the time
that the "Welcome to [Product name]" program has been run and closed
by the end user and the Customer System displays the Product software
"desktop" screen defined in the OPK ("Desktop Screen").
(B) Except as provided in (C), display any content (including visual
displays or sound) from End User Boot through and including the time
that the Customer System has displayed the Desktop Screen.
(C) Modify or obscure, in any way, the appearance of the Desktop Screen
(including without limitation, the addition or modification of
background wallpaper bitmaps displayed upon End User Boot); provided,
however, that COMPANY may add icons or folders to the Desktop Screen
provided that any such icons are the same size and substantially
similar shape as icons included on the Desktop Screen as delivered by
MS and that any such folders are the same size, shape and appearance
as folders included on the Desktop Screen as delivered by MS.
(D) Use any portion of Product software to enable any programs or other
content to run or appear prior to End User Boot.
(E) Configure any programs (including without limitation any "shells",
"screen savers" or "welcome" scripts), "wizards" or other content to
be enabled, run or initialized automatically (i.e. without requiring a
deliberate act of the end user) from an icon or folder on the Desktop
Screen or from the "Start" Menu of the Desktop Screen or otherwise. By
way of example only, and without limiting the generality of the
foregoing, COMPANY agrees that it shall not (1) populate with any
programs or other content the Product software "Start- up" directory
(i.e., "Windows\Start\Menu\Programs\StartUp" folder for Windows 95, or
"%windir%\profiles\user(s)\Start Menu\Programs\Startup" folder for
Windows NT Workstation) or (2) populate the boot.ini, config.sys,
autoexec.bat, win.ini, system.ini, system.dat or user.dat files in any
manner which will cause any program or content to run or load
automatically upon End User Boot, except for device drivers necessary
to support preinstalled or preconfigured hardware devices (e.g.,
network cards, printers, etc.).
- 48 -
(F) Modify or add content to any directories installed by the Product
software, except as permitted in the OPK for preinstallation of
applications by COMPANY.
(2) If COMPANY enters registration information on behalf of end users in
the boxes provided for the on-screen end user registration process for the
Product software, COMPANY shall not enter its own name or make any other false
or fictional registrations. COMPANY may not (i) relieve end users of their
obligations to enter Certificate of Authenticity ("COA") registration numbers in
the on-screen end user registration process and to reply to on-screen end user
license agreement inquiries or (ii) insert COA registration numbers or reply to
end user license agreement inquiries for or on behalf of end users.
(3) With respect to Windows 95, if and only if COMPANY distributes the
Product software solely as Preinstalled Product Software (i.e., without a
back-up copy of the Product on CD, diskette, magnetic tape, or other external
media) with any Customer System, then COMPANY shall also preinstall the
Microsoft Create System Disk Tool together with the back-up diskette images
("CAB" files) contained in the OPK on the hard disk drive of such Customer
System to enable the end user to make a back-up copy of the Product software
according to the terms of the EULA. Diskette images may only be used with the
Microsoft Create System Disk Tool. COMPANY may not distribute, use, or authorize
the use of the Microsoft Create System Disk Tool or diskette images except as
provided in this Additional Provision or as specified in the OPK.
(4) With respect to Windows 95, notwithstanding anything to the contrary
contained in the definition of "Product Release" in this Agreement, Windows 95
(and any subsequent releases of Windows which may be designated by a change in
the calendar year - e.g., Windows 96, 97, 98, etc.) shall be deemed to be a
Product Release.
(5) Any EULA for the Product distributed by COMPANY must be identical to
the on screen EULA presented to the end user during Product setup.
(6) COMPANY agrees that it will preinstall and begin shipment of the most
current licensed release of Product (i.e., Product Release, Version Release,
Update Release or Supplement) on all Customer System models first distributed on
or after the ninetieth (90th) day (or an earlier date, at COMPANY's option)
following MS' shipment of the corresponding OPK or OPK supplement for such
release; provided that if shipment of the OPK or OPK supplement from MS occurs
between September 1st and October 31st of a given calendar year, COMPANY agrees
that it will begin shipment of most current licensed release of Product no later
than February 1st of the following year.
- 49 -
(c) (1) Notwithstanding anything to the contrary contained in the Agreement
(including Exhibits), COMPANY may distribute Product(s) only with Customer
Systems which are marketed and distributed exclusively under COMPANY's or
COMPANY Subsidiaries' brand names, trade names and trademarks. The Product(s)
may not be distributed with Customer Systems which are marketed or distributed
under any name which includes any third party brand names, trade names or
trademarks. If, at any time, MS becomes aware of any violation of the foregoing,
then without limiting its remedies, MS may charge COMPANY for each such Customer
System an additional royalty equal to thirty percent (30%) of the highest
royalty for the Product(s). COMPANY shall pay such additional royalty within
thirty (30) days of receipt of MS' invoice.
(2) The royalty rate(s) specified above require pre- installation of the
Product as the "default" operating system on each Customer System distributed
with the Product (i.e., the Product will set up and execute unless the user
configures the Customer System otherwise). COMPANY shall preinstall the Product
software solely in accordance with the installation instructions set forth in
the OPK Users Guide" included in the preinstallation kit portion of the Product
Deliverables ("OPK"). COMPANY may use the information, tools and materials
contained in the OPK solely to preinstall the Product software in accordance
with the OPK User's Guide and for no other purpose. Other than as specified in
the OPK User's Guide, COMPANY shall not modify the Product software, nor delete
or remove any features or functionality without the written approval of MS in
each instance.
(3) The following shall replace Section 3(a)(iii) with respect to Products
licensed in accordance with this Exhibit C:
"(iii) If in any three monthly reporting periods
(whether or not consecutive), COMPANY's reported shipments
of the applicable Customer Systems licensed for the Windows
Desktop Family (if licensed on a per system basis) or units
of Windows Desktop Operating System Family (if licensed on a
per copy basis) are twenty percent or more below COMPANY's
estimated monthly volume specified for such basis (i.e., per
copy or per system) for the Windows Desktop Family in the
Product table above, COMPANY and MS shall negotiate an
increase in the royalty rate(s) for all Product(s) licensed
under this Exhibit C on such basis to reflect COMPANY's
lower shipment volumes. If, for any reason, MS and COMPANY
are unable to agree upon new royalty rate(s) within thirty
(30) days after the date COMPANY's royalty report is due for
the third such low-volume month, COMPANY's royalty rate(s)
for each of the Products licensed under this Exhibit C on
such basis shall increase by twenty percent (20%). Such
increased royalty rate(s) shall be in effect for the
remainder of the term of the Agreement commencing with the
- 50 -
monthly reporting period following the third low-volume
month. Provided, however, that if COMPANY's reported monthly
volume for such basis of Windows Desktop Family returns to
or exceeds the original estimated monthly volume for any
three (3) consecutive months thereafter, COMPANY's royalty
rate(s) for all Product(s) licensed under this Exhibit C on
such basis shall be restored to the rate(s) specified in the
Product table above commencing with the monthly reporting
period following such three consecutive months."
(4) Shipments of (i) Windows, Windows for Workgroups, MS- DOS, and Enhanced
Tools licensed hereunder on an individual Product basis, or (ii) of Customer
Systems licensed solely for such Products on an individual Product basis, shall
not be included in the calculation of COMPANY's shipments for purposes of
determining the Estimated Monthly Volume(s) for Windows Desktop Family Products
in the Product table above. Accordingly, shipment of such Products and Customer
Systems shall not be included in the calculation of shipments necessary to
maintain the current royalty rate(s) in accordance with Additional Provision
(c)(3) above.
(5) COMPANY's license for this Product under this Exhibit C shall be
effective as of the later of (i) the Effective Date of the Agreement; (ii) the
Amendment Date of the Amendment by which this Exhibit C is added to the
Agreement, or (iii) August 1, 1996.
(6) If the same Customer System is licensed on a per system basis for both
the Windows System Family and for individual operating system Product(s) (e.g.,
Windows, Windows for Workgroups, or MS-DOS) in this Exhibit C, COMPANY shall be
relieved of its obligation to pay the royalty for the individual operating
system Product(s) provided that (i) COMPANY does not ship both the individual
operating system Product(s) and the Windows Desktop Family with such Customer
System; and (ii) COMPANY reports and pays MS the royalty due for the Windows
Desktop Family.
(7) COMPANY may not (i) distribute both Windows 95 and any other MS
operating system Product with the same Customer System; (ii) distribute both
Windows NT Workstation and any other MS operating system Product with the same
Customer System; or (iii) distribute both Windows and Windows for Workgroups
with the same Customer System.
(8) Provided a "per copy" royalty rate is listed for the Product in the
table above, if COMPANY distributes this Product with a computer system which is
not listed as licensed for this Product in the Customer System table of this
Exhibit C, but which otherwise meets all of the requirements for a "Customer
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System" for this Product, then such computer system shall be deemed a licensed
Customer System for the Product on a per copy basis and COMPANY agrees to comply
with all of the terms and conditions of this Agreement with respect to any such
distribution of Product.
(9) Notwithstanding anything to the contrary contained in Section 2,
COMPANY must distribute Product documentation with each Customer System
distributed with Product software. A COA must be affixed to or accompany each
copy of Product documentation.
(d) Windows for Workgroups version 3.11 includes Microsoft At Work fax
transmission software, which provides methods for stand- alone and networked
computers to send and receive fax messages with certain security levels. French
law (Decree 92-1358 of December 1992) generally prohibits the use in France of
such technology, unless special approvals are granted. Accordingly, OEMs should
provide only the version of Windows for Workgroups version 3.11 designed for
France to avoid violating the Decree.
(e) (1) The PRC language version of the Windows operating system Product is
version 3.2. The Japanese language version of the MS-DOS operating system is
version 6.2/V. The Japanese language version of Enhanced Tools for MS-DOS 6 is
1.0/V.
(2) The PRC language versions of Windows and MS-DOS are available with only
simplified Chinese character fonts licensed from a third party. COMPANY
acknowledges that such fonts may differ in quality and characteristics to
Chinese character fonts available in other Microsoft Products.
(3) The PRC language versions of Windows and MS-DOS are available only
through selected Authorized Replicators as specified by MS. From time to time,
MS shall provide an updated list of Authorized Replicators through which the PRC
language version of this Product is available.
(4) The packaging for the PRC language version of this Product distributed
with Customer Systems within or to the PRC shall be clearly marked in both
English and simplified Chinese, "Not for distribution or use outside the
People's Republic of China".
(f) (1) Notwithstanding anything to the contrary in Sections 2 and 6 of the
Agreement, COMPANY may install one or more language versions (listed in the
Language Version box above) of Product software with each applicable Customer
System provided that COMPANY complies with the following restrictions.
(i) COMPANY may distribute such multiple language versions of Product
software only in the form of Preinstalled Product Software. COMPANY may
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distribute only one backup copy of Product software in one language version for
use on each such Customer System;
(ii) COMPANY shall use the MS set-up utility included in the Product
Deliverables which allows the end-user to choose one, and only one, language
version of Product for the Customer System;
(iii) COMPANY shall follow all guidelines and procedures set forth in
the Product Deliverables regarding the installation, set-up, and initialization
of multiple language versions of Product software; and
(iv) COMPANY shall clearly indicate to end-users, including without
limitation, in advertising and on Customer System packaging, that end-users
shall have access to one language version only.
(2) COMPANY hereby indemnifies MS from and against all damages, costs and
attorneys' fees arising from claims or demands resulting from COMPANY's
distribution of multiple language versions including, without limitation, claims
that the end-user is entitled to use more than one language version of the
Product or that advertisements, Customer System packaging, or other
representations made by or for COMPANY are false and/or misleading.
(3) COMPANY's report shall separately indicate the number of Customer
Systems distributed with each combination of language versions of Product.
(4) Provided COMPANY complies with all terms and conditions of this
Agreement, including this Additional Provision (f), for purposes of the royalty
calculation provisions of Section 3, preinstallation of multiple language
versions of Product performed in accordance with the instructions for multiple
language installation provided in the OPK shall constitute "one language"
version. In such event, COMPANY shall pay the highest royalty applicable to the
language versions distributed.
(5) If COMPANY does not comply with all of the requirements stated above,
in addition to any other remedies MS may have, COMPANY shall pay MS the
applicable royalty for each language version of Product software included with
the Customer System.
(g) (1) Notwithstanding anything to the contrary contained in Section 2 of the
Agreement, COMPANY's license for this Product shall extend to Windows NT
Workstation version 3.51.
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(2) In order to support end-users of this Product, COMPANY agrees to employ
at all times at least one support technician who has successfully completed, at
COMPANY's expense, the Microsoft Certified Professional program for this
Product.
(3) Though the Product Deliverables for this Product may include versions
of the Product designed for other types of microprocessers, COMPANY is licensed
to distribute the Product only with and for use on Customer Systems based on the
Intel x86, Pentium or compatible architecture.
(4) If Customer System(s) licensed for this Product under this Exhibit C
are also licensed for a prior release of this Product under another agreement,
then:
(i) COMPANY's license to distribute such prior release of this Product
with such Customer Systems under the other agreement shall expire as of the end
of the calendar quarter in which the Effective Date of this Agreement or the
Amendment Date of the Amendment adding this Exhibit C, as applicable, occurs;
and
(ii) COMPANY shall pay and report for any licensed releases of this
Product only under this Agreement for such Customer Systems thereafter.
(5) The royalty rates specified in the Product table apply to shipment of
Customer Systems which are capable of utilizing one (1) or two (2)
microprocessors. For Customer Systems which are capable of utilizing three (3)
or four (4) microprocessors, COMPANY agrees to pay MS 2.5 times the royalty
rates specified in the Product Table [i.e., Royalty = 2.5 x (Windows Desktop
Family royalty + Windows NT Workstation additional royalty)]. COMPANY is not
licensed to distribute this Product on Customer Systems which are capable of
utilizing more than four (4) microprocessors.
(h) If the same Customer System is licensed on a per system basis for both
Windows and Windows for Workgroups, but is not licensed for the Windows Desktop
Operating System Family on a per system basis, COMPANY shall be relieved of its
obligation to pay the royalty for Windows provided that (i) COMPANY does not
ship both Windows and Windows for Workgroups with such Customer System; and (ii)
COMPANY reports and pays MS the royalty due for Windows for Workgroups.
CUSTOMER SYSTEMS
COMPANY's Customer Systems shall be the assembled computer systems described in
the table below which (i) are configured for use only by a single user; (ii) are
designed to use a video display and keyboard; and (iii) include at least a CPU,
a motherboard, a power supply, a hard disk drive (except if the Product software
is installed in ROM), and a case. Each listed Customer System must have a unique
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model line name, model name, or model number which COMPANY uses both internally
(in COMPANY's books and records) and externally (on the Customer System case and
packaging). For each Product which COMPANY chooses to license for distribution
with the listed Customer System, the letter "s" or "c" in the relevant box
indicates whether COMPANY is licensing the Product on a "per system" or "per
copy" basis, respectively. New models may be added by agreement of the parties.
At COMPANY's option, for purposes of administrative convenience, COMPANY may
designate models by model line or series (e.g., "Jaguar model line", "Jaguar Pro
series", "Jaguar Pro 750 model line", "Jaguar Pro 950 series", etc.). Customer
Systems defined by model line or series shall include all present models which
include the designated model line or series name, (e.g., "Jaguar Pro model line"
includes Jaguar Pro, Jaguar Pro 950, Jaguar Pro S, etc.; "Jaguar series"
includes Jaguar, Jaguar Pro, Jaguar Pro 950, Jaguar S400, etc.; "Jaguar Pro 950
series" includes Jaguar Pro 950, Jaguar Pro 955, etc.).
In the event that COMPANY designates models by model line or series in this
Exhibit C, then COMPANY may elect to include as Customer System(s) new models in
the model line or series by including any such new model(s) on its royalty
report for the reporting period in which each such new model is first
distributed with the Product. Unless otherwise agreed to by the parties prior to
COMPANY's first distribution of a new model with the Product, each such new
model designated on a royalty report shall be licensed for the remainder of the
term of the Agreement on the same basis (i.e., per system or per copy) as the
other models in the model line or series and shall bear the applicable royalty
set forth in this Exhibit C. Any new model in the model line or series which is
not included in a royalty report as a licensed Customer System (and is thus not
licensed for the applicable Product) must have a unique model number or model
name used for internal and external identification purposes which distinguishes
it from any model which COMPANY has designated previously as a Customer System.
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CUSTOMER SYSTEM TABLE
Product Number Key: 1 = Windows Desktop Family, 2 = Windows for Workgroups 3.11;
3 = Windows 3.1; 4 = MS-DOS 6.2; 5 = Enhanced Tools for MS-DOS 6.2
Royalty Basis Key: C = per copy, S = per system; Product box is blank, such
Product is not licensed for distribution with the listed Customer System.
====================================================================================================================================
Product Number
- - ------------------------------------------------------------------------------------------------------------------------------------
Processor
Model Name or Model Number Type 1 2 3 4 5 6 7 8
- - ------------------------------------------------------------------------------------------------------------------------------------
Magitronic i486 S
- - ------------------------------------------------------------------------------------------------------------------------------------
Magitronic Pentium S
- - ------------------------------------------------------------------------------------------------------------------------------------
Magitronic Pentium S
Pro
- - ------------------------------------------------------------------------------------------------------------------------------------
Magitronic Cyrix S
5x86
- - ------------------------------------------------------------------------------------------------------------------------------------
Magitronic Cyrix S
6x86
- - ------------------------------------------------------------------------------------------------------------------------------------
Magitronic AMD 486 S
- - ------------------------------------------------------------------------------------------------------------------------------------
Magitronic AMD K5 S
- - ------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
COMPANY hereby represents and warrants that the names and numbers indicated in
the Model Name or Model Number column in the table above accurately denote the
actual designation used by COMPANY to identify the listed models (on the
Customer System case and in COMPANY's internal books and records).
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