Compaq amended OEM contract

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Date: June 1995


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).


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 in effect.


(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.

Full Exhibit

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