AMENDMENT NUMBER 13
Amendment Date: June 1, 1995
to LICENSE AGREEMENT FOR MICROSOFT PRODUCTS #1107-3053
between MICROSOFT CORPORATION, a Washington USA Corporation
and COMPAQ COMPUTER CORPORATION, a Delaware, USA Corporation
(a) COMPAQ agrees to pay MS a royalty of Five Hundred Dollars (US
$500.00) for each full or partial Customer System, identified in Exhibit
M6 .. the joint expectations is for COMPAQ to distribute 10,000 Customer
Systems identified in Exhibit M6 on or before March 31, 1996
NOTE: The above royalties are exclusive of any charges by the Authorized
Replicator, as applicable for copies of Product ordered by COMPAQ. The
above royalties are for Product for use on Customer Systems with no more
than four (4) processors.
(b) In order to support the end-users, COMPAQ agrees to employ for so
long as COMPAQ continues to market and support the Product at least one
support technician who has successfully completed, at COMPAQ's expense,
the Microsoft Certified Professional program for BackOffice .. MS agrees
to allow end user customers to purchase software support through MS'
available support programs. Ms is not responsible for providing free
support to COMPAQ resellers or customers.
(g) COMPAQ may modify existing Customer Systems or add additional
Customer Systems (which are uniquely configured) to Exhibit M6 on a Per
System basis at a royalty of US $500.00 by providing a written request.
MS reserves the right to approve modifications or additions for new
Customer Systems submitted by COMPAQ, Such approval will not
unreasonably be withheld.
(b) MS agrees to adjust the royalty for BackOffice by a commensurate
percentage., if the Estimated Retail price (ERP) of the equivalent
BackOffice retail SKU changes during the term of this Exhibit C17. MS
agrees to use reasonable best efforts to provide written notice to
COMPAQ at least (30) thirty days prior to a change in the Estimated
Retail price (ERP) of the equivalent BackOffice retail SKU. Such
adjustment shall not be proactive.
(i) COMPAQ and MS mutually agree to create a US $4,500,000.00 fund for
joint activities specified in a jointly developed marketing plan to
encompass; field engagement, training, channel development, promotion,
public relations, events, and other key activities ..
(i) COMPAQ shall contribute US £2,000,000.00 of which US $500,000.00
shall be allocated for COMPAQ equipment purchased at COMPAQ's fully
burdened manufacturing cost. COMPAQ shall allocate US $750,000.00 in
cash on July 14, 1995. On or before January 1, 1996 COMPAQ shall
allocate the remaining US $750,000.00 in cash provided this Exhibit C17
is still then in effect. The timing for the allocation of the US
$500,000.00 in COMPAQ equipment shall be determined by the jointly
developed marketing plan.
(ii) MS shall contribute US $2,500,000 in cash. MS shall allocate US
$500,000.00 upon signing of this amendment, and US $1,375,000.00 on
July 14, 1995. On or before January 1, 1996, MS shall allocate the
remaining US $625,000.00 in cash provided this Exhibit C17 is still then
(iii) COMPAQ and MS shall each designate individuals responsible for
jointly managing the BackOffice marketing plan and funds. The cash
portion of the joint fund shall reside with MS.
(iv) Upon termination of this Exhibit C17, COMPAQ and MS agree to split
the remaining balance of the joint funds in the same proportion as each
party's cash contribution at the point of termination.
Compaq pays 500 for BA, then get the disks duplicated at their own
expense, pays for tech support, then pays MS another 500 for upgrading
at Compaqs expense. Then fund a Microsoft training program and finally
give MS a wad of cash. Not only that the deal is inflation proofed (ERP).
court documents in the case of Comes v. Microsoft.