LICENSE AGREEMENT
FOR
Microsoft (r) MS-DOS (r) 3.3/4.0
Between
MICROSOFT CORPORATION
a Delaware U.A.A Corporation
and
AMSTRAD PLC
a United Kingdom Corporation
Effective date: 1 july 1990
..
3. PRICE AND PAYMENT
(a) COMPANY agrees to pay MS the amount(s) and within the times stated
in this Section 3 ..
..
(b) Except where otherwise provided, COMPANY agrees to make a quaterely
reports and payments to MS within thirty (30) days after the end of each
calender quarter. COMPANY's quarterly report shall provide the
information described i nthe applicable Exhibit C for each Product
licensed hereunder, and shall be signed by aduly authorized
representative of the COMPANY. COMPANY shall submit quarterly reports
for each full or partial calendar quarter during the term of this
Agreement, even if no royalties or other amounts are due for such
quarter. COMPANY shall use royalty reporting form attached as Exhibit E,
or other form as MS may provide from time to time.
(c) COMPANY agrees to make such payments by wire transfer to:
Citibank N.A
399 Park Avenue
New York, NY 10043
USA
ABA 021000089
Regarding:
Microsoft International OEM Collections
Account #38468231
..
PAYMENT SCHEDULES
MINNIMUM COMMITMENT
First Period of This Agreement
COMPANY agrees to pay a minimum of Five Hundred Thousand Dollars
(US$500,000) for Product(s) locensed under this Agreement within the
first period of this Agreement as described below. The minimum
Commitment Schedule listed below sets forth the minimum cumulative
amounts of payments which COMPANY shall make to MS during the first
period of this Agreement.
To the extent that actual earned royalties exceed the cumulative minimum
commitment payments, COMPANY shall pay MS for actual earned royalties.
To the extent that cumulative minimum commitment payments exceed actual
earned royalties, such excess shall be known as prepaid royalties and
shall be recoupable against future earned royalties during the term of
this Agreement.
The minimum commitment amount payable upon signing of this Agreement as
set forth below is recoupable and refundable pursuant to Section 4(b) of
this Agreement. All other minimum commitment payments are recoupable but
not refundable.
MINIMUM COMMITMENT SCHEDULE (FIRST PERIOD)
Cumulative
Amount of
Payment Payments for
Date
Signing of this Agreement
(payment due upon signing) $250,00 $250,000
End of the calender quarter
("FIRST PAYMENT DATE") during
which the first of the following
occurs: the date of first COMPANY
shipment of any Product to a
customer for revenue; or six (6)
months after the EFFECTIVE DATE
of this Agreement. $62,500 $312,500
3 months after the FIRST PAYMENT DATE $62,500 $375,000
6 months after the FIRST PAYMENT DATE $82,500 $437,500
9 months after the FIRST PAYMENT DATE $62,500 $500,000
Total First Period Minimum
Commitment $500,000 $500,000
Except for the amount due on signing, the date of payment for the above
calender quarter amounts shall be as provided in Section 3.
MINIMUM COMMITMENT
Second Period of This Agreement
COMPANY agrees to pay a minimum of Seven Hundred Fifty Thousand Dollars
(US$750,000) for Product(s) licesed under this Agreement within the
second period of this Agreement as described below. The Minimum
Commitment Schedule listed below sets forth the minimum cumulative
amounts of payments which COMPANY shall make to MS during the second
period of this Agreement. Payments made during the first period of this
Agreement shall not be credited towards the minimum commitment
requirement in the second period.
To the extent that actual earned royalties exceed the cumulative minimum
commitment payments, COMPANY shall pay MS for actual earned royalties.
To the extent that cumulative minimum commitment payments exceed actual
earned royalties such excess shall be known prepaid royalties and shall
be recoupable against future earned royalties during the term of this
Agreement. Minimum commitment payments are recoupable but not refundable.
MINIMUM COMMITMENT SCHEDULE
(SECOND PERIOD)
Cumulative
Amount of
Payment Payments for
Date
12 months after the FIRST PAYMENT DATE $187,500 $187,500
15 months after the FIRST PAYMENT DATE $187,500 $375,000
18 months after the FIRST PAYMENT DATE $187,500 $562,500
21 months after the FIRST PAYMENT DATE $187,500 $750,000
Total Second Period Minimum Commitment $750,000 $750,000
The date of payment for the above calender quarter amounts shall be as
provided in Section 3.
Exhibit to the License Agreement dated 1 July, 1990, between Microsoft
Corporation and Amstrad PLC.
..
ROYALTY PAYMENTS REPORTING REQUIREMENTS AND PRODUCT MARKETING LIMITATION:
..
(B) company agrees to pay MS a royalty, at the applicable rate set forth
below, multiplied by the greater of (ii) the number of full or partial
Customer System(s) shipped or placed in use by or for COMPANY during the
term of this Agreement, or (ii) the number of full or partial copies of
Product, including Update Releases and Version Releases, licensed or
otherwise disposed of by COMPANY during the term of this agreement.
Customer System Royalty Rate ($US)
Exhibit D1 $5.50
Exhibit D2 $7.50
Exhibit D3 $14,00
Exhibit D4 $16.00
..
VERSION RELEASE CHARGES AND FEES:
COMPANY also agrees to pay MS its then current Version Release fee for
each Version Release made available by MS after the EFFECTIVE DATE and
accepted by COMPANY pursuant to Section 4(c). The cumulative amount of
all Version Release charges paid by COMPANY shall equal the sum of all
MS Version Release charges and fees for Version Releases for the period
beginning with the release date of the most recent Product Release
through the date of the last Version release accepted by COMPANY.
...
http://edge-op.org/iowa/www.iowaconsumercase.org/011607/5000/PX05130.pdf
--
court documents in the case of Comes v Microsoft.
|