*EXHIBIT 10.7
------------
1996 Business Partner Agreement dated June 1, 1996, between
International Business Machines Corporation and Computer Generated
Solutions, Inc.
* Confidential treatment is being requested with respect to portions of
this exhibit
IBM
1996
BUSINESS PARTNER
AGREEMENT
INDUSTRY REMARKETER EXHIBIT
[Letterhead of International Business Machines Corporation]
June 24, 1996
Xx. Xxxxxxx Xxxxxxxx
Computer Generated Solutions, Inc.
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Dear Xx. Xxxxxxxx:
Based on your performance during your current contract period, IBM is offering
you a new contract for the period, July 1, 1996 through June 30, 1997.
Your current IBM Credit Corporation approved line of credit remains in effect
unless otherwise notified by IBM or IBM Credit Corporation. All IBM Credit
Corporation financial relationships are subject to change.
You are also required to maintain a satisfactory payment trend and record.
Please review the enclosed Agreement documents and sign the NSP Signature Page.
This document can be returned to me via fax at 0-000-000-0000.
To allow for sufficient processing time, return your contract to us by June 27,
1996. Your ability to place orders may be interrupted if contracts are received
after this date.
Upon acceptance, an executed copy will be returned for your file.
If you have any questions, you can contact me or your IBM Marketing
Representative, Xxx Xxxxxx.
Sincerely,
/s/ Xxxxx Xxxxx
Xxxxx Xxxxx
Customer Contracts Representative
IBM BUSINESS PARTNER AGREEMENT IBM
LOGO BUSINESS
National Solution Provider Signature Page PARTNER
--------------------------------------------------------------------------------
As our National Solution Provider, we approve you as our NSP/Application
Specialist. We may also approve you as our Industry Remarketer. We approve you
for the same Products as an Application Specialist that we approve you for as an
Industry Remarketer, and both of us agree that you will perform as an Industry
Remarketer unless you unilaterally decide not to do so and advise us of this by
presenting us with a Remarketer Statement of Election. If we decide to
authorize you to perform Marketing Activities as an NSP/Application Specialist,
we will use a Prospect (or Project) Form, or allow you to use our central order
facility. For each relationship, copies of the applicable documents are
included. Please make sure you have them and notify us if any are missing.
Authorized Relationship Approved
yes NSP/Application Specialist
---
As our NSP/Application Specialist, for Prospects who acquire Products from us,
you agree to perform Marketing Activities according to the terms of the
following (collectively called the "NSP/Application Specialist Agreement"):
1) the NSP/Application Specialist and AS Profile (Z125-4906-12 12/95); 2) the
Marketing Assistant General Terms (Z125-5111-03 12/95); 3) the NSP/Application
Specialist and AS Attachment (Z125-5123-02 12/95); and 4) the NSP/Application
Specialist Central Order Attachment (Z125-5125-01 11/94). The NSP/Application
Specialist Agreement and its applicable Transaction Documents are the complete
agreement regarding this relationship.
Authorized Relationship Approved (yes/no)
yes Industry Remarketer
---
As our Industry Remarketer, you agree to market our Products with your
value-added enhancement, at the prices and terms you set, according to the terms
of the following (collectively called the "Industry Remarketer Agreement"): 1)
the Industry Remarketer Profile (Z125-4804-23 12/95); 2) the Remarketer General
Terms (Z125-4800-08 11/95); and 3) the Industry Remarketer Attachment
(Z125-4805-09 07/95). The Industry Remarketer Agreement and its applicable
Transaction Documents are the complete agreement regarding this relationship.
By signing below, each of us agrees to the terms of this Signature Page, the
NSP/Application Specialist Agreement, and the Industry Remarketer Agreement (if
approved), which replace any prior oral or written communications between us.
Any reproduction of this page or the included documents made by reliable means
(for example, photocopy or facsimile) is considered an original.
Agreed to: (IBM Business Partner name) Agreed to:
COMPUTER GENERATED SOLUTIONS, INC. International Business Machines
XXX XXXX, XX 00000 Corporation
By /s/ Xxx Xxxxxx By
------------------------------------ ----------------------------------
Authorized signature Authorized signature
Name (type or print): Xxx Xxxxxx Name (type or print):
Date: 6/25/96 Date:
IBM Business Partner address: IBM Office address:
COMPUTER GENERATED SOLUTIONS, INC. 0000 Xxxxxxxxx Xxxxxxx
0000 XXXXXXXX Xxxxxxx, XX 00000
XXX XXXX, XX 00000
--------------------------------------------------------------------------------
After signing, please return a copy of this page and the Profiles to the local
"IBM Office address" shown above.
Note: Since you must sign this page, you need not sign the Profiles.
--------------------------------------------------------------------------------
Z125-5122-01 11/94 (MKA02) Page 1 of 1
Industry Remarketer Profile
--------------------------------------------------------------------------------
We welcome you as an IBM Business Partner.
This Profile covers the details of your authorization to market our Products
with your value-added enhancements to End Users. Like you, we are committed to
providing the highest quality Products to the Customer. As our industry
remarketer, please let us know if you have any questions or problems with our
Products.
By signing below, each of us agrees to the terms of the following (collectively
called the "Agreement"):
(a) this Profile;
(b) Remarketer General Terms (Z125-4800-08 11/95); and
(c) the applicable Attachments referred to in this Profile.
This Agreement and its applicable Transaction Documents are the complete
agreement regarding this relationship, and replace any prior oral or written
communications between us. Once this Profile is signed, 1) any reproduction of
this Agreement or a Transaction Document made by reliable means (for example,
photocopy or facsimile) is considered an original and 2) all Products you order
and Services you perform under this Agreement are subject to it.
Revised Profile (yes/no): no Date received by IBM:
---- ------------------
Agreed to: (IBM Business Partner name) Agreed to:
COMPUTER GENERATED SOLUTIONS, INC. International Business Machines
Corporation
By XXX XXXXXX By
----------------------------------- -------------------------------------
Authorized signature Authorized signature
Name (type or print): /s/ Xxx Xxxxxx Name (type or print):
Date: 6/25/96 Date:
IBM Business Partner address: IBM Office address:
COMPUTER GENERATED SOLUTIONS, INC. 0000 Xxxxxxxxx Xxxxxxx
0000 XXXXXXXX Xxxxxxx, XX 00000
XXX XXXX, XX 00000
--------------------------------------------------------------------------------
Industry Remarketers-Mid Range are required to sign this Profile,
only if it is being revised. After signing, please return a copy to the
"IBM Office address" shown above.
Page 1 of 17
1. Contract-Period Start Date (month/year): 06/96 Duration (months): 12
------- ----
The start date is always the first day of a month. The start date does
not change with a revised Profile.
2. Relationship Approval/Acceptance of Additional Terms:
For each approved relationship, each of us agrees to the terms of the
applicable Attachment by signing this Profile. Copies of those Attachments
are included. Please make sure you have them (and the Remarketer General
Terms) and notify us if any are missing.
Approved
Authorized Relationship (yes/no) Attachment
1) Industry Remarketer yes Z125-4805-09 07/95
----
2) K-12 Education Remarketer no Z125-5177-02 02/95
----
The following Offerings have additional
terms in the applicable Attachment:
1) Electronic Data Interchange no Z125-5207-00 03/94
----
2) Marketing Programs for Use
on non-IBM Machines no Z125-5241-00 07/94
----
3) IBM RISC System/6000 - North American no Z125-5308-01 02/95
----
4) IBM PC Server System/390 no Z125-5338-00 05/95
----
3. Name and Address of Your Aggregator, if applicable:
You may receive Dealer Exhibit Products through this Aggregator. By selecting
this Aggregator, you agree that it (and not we) will provide the functions
identified in the Remarketer General Terms as the Aggregator's
responsibility.
None Selected
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Page 2 of 17
4. Name and Address of Your K-12 Education Systems Integrators for K-12
Education Products:
If you are a K-12 Education Remarketer, you may acquire K-12 Education
Products on the Dealer Exhibit from either the Primary or Secondary K-12
Education Systems Integrator named below. If a particular configuration
involving K-12 Education Products also requires other Products on the Dealer
Exhibit, you may acquire such other Products 1) from either of these
Integrators provided such other Products are ordered in conjunction with the
K-12 Education Products, or 2) separately through your Aggregator. By
selecting these Integrators, you agree that they (and not we) will provide
the functions identified in the Remarketer General Terms as an Aggregator's
responsibility.
Primary K-12 Education Systems Integrator:
NOT APPLICABLE
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Secondary K-12 Education Systems Integrator:
NOT APPLICABLE
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
5. Approved Only for Development System (yes/no): no
----
You are approved to use the Products identified in this section, including
their associated Programs and peripherals, for development purposes. This
section is approval for development use and is not approval to market these
Products. Section 7 is approval for both marketing and development.
Development System Products:
-------------------------- ------------------------- ----------------------
Page 3 of 17
The following Products are listed in the Dealer Exhibit, the Software Remarketer
Exhibit, or the Industry Remarketer Exhibit, unless otherwise noted. The terms
of an Exhibit apply to the Products listed in it. Approval to market the
Products includes approval for you to acquire them for development purposes.
Certain Products may not be available to you directly from IBM. Such Products
may be sourced from an IBM Authorized Distributor.
Approved to Market Approved to Market
to End Users to End Users
as an IR-MR (1) as an IR-PC (2)
System Types (yes/no) (yes/no)
1) IBM System/390 no N/A
----
2) IBM RISC System/6000 (3) no N/A
----
3) IBM Scalable POWERparallel no N/A
----
Systems 9076 SP2 (4)
4) IBM AS/400 yes N/A
----
5) IBM Networking Products yes N/A
----
System Units
1) IBM PC (5) N/A no
----
2) Item 1 above as workstations (6)(7) yes N/A
----
3) IBM PC Server (5) N/A no
----
except IBM PC Server System/390
4) Item 3 above as workstations (6)(7) yes N/A
----
5) IBM PC ServerSystem/390 N/A no
----
6) ThinkPad (5) N/A no
----
7) Item 6 above as workstations (7) yes N/A
----
8) IBM Retail POS Products no N/A
----
Models 468x and 469x (except 4694)
9) IBM 4694 Retail POS Products no N/A
----
10) IBM 465x Restaurant POS Products no N/A
----
11) K-12 Education System Units (8) N/A no
----
Product Categories
1) Graphics no N/A
----
2) Finance Products Category Jl no N/A
----
3) K-12 Education Programs (8) N/A no
----
4) IBM Storage Products no
----
Category S1 products yes N/A
----
Category S2 Products (10) yes N/A
----
Category S3 Products (10) no N/A
----
Category S4 Products yes N/A
----
5) IBM Entry System License Programs (11) N/A no
----
Products and Offerings
1) Printers from the IBM Printing
Systems Company (7)(12) yes N/A
----
(1) "IR-PC" means you are an industry remarketer of mid-range computer
Products. When we approve you for Products listed in the Industry
Remarketer Exhibit, you are also approved for their associated Programs and
peripherals listed in the Industry Remarketer, Software Remarketer and
Dealer Exhibits. When we approve you to market personal computer Products,
you are also approved for their associated Programs and peripherals listed
in the Dealer and Software Remarketer Exhibits.
(2) "IR-MR" means you are an industry remarketer of personal-computer Products.
When we approve you for Products listed in the Dealer Exhibit, you are also
approved for their associated Programs and peripherals listed in the
Dealer, Software Remarketer and Industry Remarketer Exhibits.
(3) This approval authorizes you to market the IBM RISC System/6000 in the
United States and Canada, subject to terms of the IBM RISC System/6000
North American Remarketer Attachment.
(4) Your approval to market the IBM RISC System/6000 is a prerequisite for
approval to market the SP2. However, approval for the IBM RISC System/6000
does not constitute approval for you to market the SP2.
(5) May be available from an Aggregator.
(6) May only be used, in conjunction with your value-added enhancement, as 1)
peripherals to system types, 2) peripherals to Point of Sale (POS)
systems, or 3) controllers for POS systems.
(7) You are approved to market these Products only if you have been approved
to market a System Type as an IR-MR.
(8) Available only from a K-12 Education Systems Integrator.
(9) Category F and J2 Products in the Industry Remarketer Exhibit are not
available to IR-PC's.
(10) You are also approved for Category S1 Products.
(11) These Products are listed in IBMLink.
(12) See Section 10 "Additional Terms."
Page 4 of 17
Products.
------------------------- ------------------------- -------------------------
------------------------- ------------------------- -------------------------
------------------------- ------------------------- -------------------------
7. Authorized Locations:
Total number of Authorized Locations listed in this Profile: 1
-----
Authorized Location
Loc. ID Loc. Type (a) (xxxxxx xxxxxxx, xxxx, xxxxx, ZIP code)
------- ------------- ---------------------------------------
63818 IRMR 0000 XXXXXXXX
XXX XXXX, XX 00000
------------------------------------------------------------------------
Minimum Renewal Criteria (4)
------------------------------------------------------------
Product Name Volumes/Revenue/Other
------------------ ---------------------
AS/400, Networking $1,000,000
------------------ ---------------------
------------------ ---------------------
------------------ ---------------------
Minimum Number of Trained Personnel
------------------------------------------------------------
Product/Course Name Mgmt Sales Prog Support Service
------------------- ---- ----- ------------ -------
------------------- ---- ----- ------------ -------
------------------- ---- ----- ------------ -------
------------------- ---- ----- ------------ -------
------------------- ---- ----- ------------ -------
------------------- ---- ----- ------------ -------
------------------- ---- ----- ------------ -------
------------------- ---- ----- ------------ -------
Certification (2) (3)
------------------------------------------------------------
04 59 67 68 69 79 256 332 347
--- --- --- --- --- --- --- --- ---
N N N N N N N N N
--- --- --- --- --- --- --- --- ---
--- --- --- --- --- --- --- --- ---
--- --- --- --- --- --- --- --- ---
(1) A location type of "IR--MR" means an industry remarketer of mid-range
computer Products; "IR--PC" means an industry remarketer of personal
computer Products.
(2) As an IR--PC, the location must be certified for you to market certain
Products or (when also approved as an IBM Premier Personal Computer
Servicer) to service certain Products. A "Y" means certified; an "N" (or
anything other than a "Y") means not certified.
As an IR--MR, certification does not apply (regardless of whether anything
is entered under the certification groups).
The group to which each Product is assigned is specified in the Dealer and
Software Remarketer Exhibits.
(3) As a K-12 Education Remarketer, you agree to notify us in writing if (at
any time) any of your locations no longer satisfies our certification
requirements.
(4) If you are assigned a MRC for the IBM RISC System/6000, your MRC includes
sales made in the U.S. and Canada.
CERTIFICATION GROUPS:
04 = IBM Premier Personal Computer 79 = IBM VoiceType
Servicer (a) 256 = K-12 Education Products
59 = IBM THINKable Products 332 = IBM Premier Personal Computer
67 = NetWare (b) -- Basic Servicer -- Fixed Fee (a)
68 = NetWare -- Gold 347 = IBM PC Server System/390
69 = NetWare -- Platinum
(a) While certified, you may not assign Warranty Service responsibility for any
Machines.
(b) Registered trademark of Novell, Inc.
Z125-4804-23 12/95 (MKA02) Page 5 of 17
---------------------------------------------------------------------------------
Loc. ID Loc. Type(a) Authorized Location (xxxxxx xxxxxxx, xxxx, xxxxx, ZIP code)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Minimum Renewal Criteria
-------------------------------------------------------------------------
Product Name Volume/Revenue/Other
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Minimum Number of Trained Personnel
-------------------------------------------------------------------------
Product/Course Name Mgmt Sales Prog Support Service
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Certification (2) (3)
-------------------------------------------------------------------------
04 59 67 68 69 79 256 332 347
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
---------------------------------------------------------------------------------
Loc. ID Loc. Type(a) Authorized Location (xxxxxx xxxxxxx, xxxx, xxxxx, ZIP code)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Minimum Renewal Criteria
-------------------------------------------------------------------------
Product Name Volumes/Revenue/Other
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Minimum Number of Trained Personnel
-------------------------------------------------------------------------
Product/Course Name Mgmt Sales Prog Support Service
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Certification (2) (3)
-------------------------------------------------------------------------
04 59 67 68 69 79 256 332 347
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Page 6 of 17
A) This section identifies by System Type (1), your ......... (2); its
Applicable Discount Percentage (3); and, the Minimum Revenue Attainment you
are required to achieve at the mid-point of your Contract Period, in order to
maintain the current discount percentage (4). At your request we will review
your Revenue Attainment, any time during the contract period to determine if you
qualify for a higher discount percentage.
At the mid-point of your contract period, IBM will review your Revenue
Attainment by System Type. If it is less than the amount specified in column
(4), your discount percentage will be adjusted downward one level for the
remainder of the contract period.
--------------------------------------------------------------------------------------
(1) (2) (3) (4)
System Type System Revenue Applicable Discount Six Months' (1) Minimum
or Commitment Percentage Revenue Attainment to
System Unit Maintain Current
(as applicable) Discount Percentage
---------------------------------------------------------------------------------------
IBM RISC
System/6000 (2) N/A N/A N/A
------- ------- -------
Federal (3) Discount for:
Machines N/A Programs N/A
----- -----
IBM SP/2 N/A N/A N/A
------- ------- -------
---------------------------------------------------------------------------------------
IBM AS/400: **** ****
------------ ------------
9402 ****
-------
9404 ****
-------
9406 ****
-------
I/O and SW ****
-------
---------------------------------------------------------------------------------------
IBM Point of
Sale Products N/A N/A N/A
------- ------- -------
---------------------------------------------------------------------------------------
(1) 12 Months if you have a 24-month contract
(2) Your System Revenue Commitment is the aggregate of such Commitment for the
U.S. and Canada. Your Applicable Discount Percentage is based on the
aggregate of your System Revenue Commitment for the U.S. and Canada.
The Six Month Minimum Revenue Attainment review includes the aggregate of
your Attainment in the U.S. and Canada.
(3) The Products eligible for the Federal discount are identified in the
Industry Remarketer Federal Discount Schedule F.
B) This applies only to those Products listed in the Industry Remarketer
Exhibit which require a quantity commitment.
Product Committed Quantity of
Category Products by Category
N/A
----------------------- ------------------------
----------------------- ------------------------
----------------------- ------------------------
----------------------- ------------------------
----------------------- ------------------------
----------------------- ------------------------
----------------------- ------------------------
----------------------- ------------------------
----------------------- ------------------------
----------------------- ------------------------
**** Confidential treatment is being requested for these portions of this
agreement.
Page 7 of 17
9.
You assign to us, or an IBM Premier Personal Computer Servicer, Warranty
Service responsibility for the following Dealer Exhibit Machines.
Type/Model Type/Model Type/Model Type/Model
----------------- ------------------ ------------------ -----------------
----------------- ------------------ ------------------ -----------------
----------------- ------------------ ------------------ -----------------
----------------- ------------------ ------------------ -----------------
----------------- ------------------ ------------------ -----------------
Unless you are assigning to us, please specify the name of the IBM Premier
Personal Computer Servicer:
10. Additional Terms: The following terms apply to the IBM Printing Systems
Company.
1) End User Support
We will provide End User support. Your End User satisfaction
responsibilities are limited to the responsibilities specified below. You
agree to:
1. select Products that best meet the End User's needs;
2. inform the End User of how to obtain ongoing support;
3. assist us, when requested, in ensuring End User satisfaction, and
4. provide us within 10 days of installation of a product the following
information:
a. End User name and address;
b. Machine type/model and serial number; installation date and
location; and
x. xxxx of sale.
2) Demonstration Products
For use as demonstration Products, we may make IBM Printing Systems
Company Products available to you at lower charges.
You agree to:
1. use a demonstration Product primarily in support of your Product-
marketing activities;
2. not resell, lease, or transfer a demonstration Product for 6 months
after its Date of Installation, without prior written consent; and
3. pay an adjustment charge if you use a demonstration Product other than
as described above. The charge is the difference between what you paid
and the full charge for the Product.
You may not combine this offering with any other discount or allowance. We
may limit the quantity of demonstration Products you acquire.
Page 8 of 17
The following is a description of each of your value-added enhancements. If we
list certain Programs as your complete value-added enhancements, this section is
approval for you to market those Products as your value-added enhancements to
End Users.
ACS OPTIMA
ACS Optima for the apparel industry to operate on the IBM AS/400 to include at a
minimum: graphical user interface for easy PC navigation with point and click
technology; executive information system for senior management graphic
Presentation; quick image for viewing a sketch and a screen on-line
simultaneously; EDI/400 for integration with the Prememos EDI translator; order
management/distribution for complete order fulfillment emphasizing customer
service; sales automation for up-to-the minute information to to remote
salespeople; PKMS for automation of the DC with electronic pick tickets,
manifesting, UCC labeling and ASN with links to ACS Optima; import management
for tracking from PO generation to receipt of goods; product management for
overseeing the production of domestic, 807 and contractor WIP/PO operations
IPCS shop floor system for factory control, Piece rate payroll, Plant loading
and scheduling; accounts receivable for cash flow monitoring, returns and
allowances with ties to other credit checking in order management accounts
payable and general ledger.
********************************************************************************
XX XXXXXXX FINANCIAL SOLUTION
The JDE Financial Solution for use on the IBM AS/400 (9402 only) to include at a
minimum: Worldcase/Foundation Environment*, general ledger and FASTR.
(*Worldcase/Foundation Environment includes JDE address book, electronic mail,
menu manager, dream writer, security officer, documentation system, next number,
user defined category codes, data directory, world writer and unattended night
operations.)
********************************************************************************
Page 9 of 17
Value-Added Enhancement Descriptions (Continued)
XX XXXXXXX DISTRIBUTION SOLUTION
The JDE Distribution Solution for use on the IBM AS/400 will include at a
minimum: Worldcase/Foundation Environment*, general ledger, inventory
management, and purchase order processing. (*Worldcase/Foundation Environment
includes JDE address book, electronic mail, menu manager, dream writer, security
officer, documentation system, next number, user defined category codes, data
directory, world writer, and unattended night operations.)
********************************************************************************
XX XXXXXXX MANUFACTURING SOLUTION
The JDE Manufacturing Solution for use on the IBM AS/400 will include at a
minimum: Worldcase/Foundation Environment*, general ledger, inventory
management, and product data management. (*Worldcase/Foundation Environment
includes JDE address book, electronic mail, menu manager, dream writer, security
officer, documentation system, next number, user defined category codes, data
directory, world writer, and unattended night operations.)
********************************************************************************
XX XXXXXXX CONSTRUCTION SOLUTION
The JDE Construction Solution for use on the IBM AS/400 will as IO include at
a minimum: Worldcase/Foundation Environment*, general ledger, accounts
receivable, accounts payable, and property management. (*Worldcase/Foundation
Environment includes JDE address book, electronic mail, menu manager, dream
writer, security officer, documentation system, next number, user defined
category codes, data directory, world writer, and unattended night operations.)
********************************************************************************
XX XXXXXXX PROPERTY MANAGEMENT SOLUTION
The JDE Property Management Solution for use on the IBM AS/400 (9402 only) will
include at a minimum: Worldcase/Foundation Environment*, general ledger,
accounts receivable, accounts payable, and property management.
(*Worldcase/Foundation Environment includes JDE address book, electronic mail,
menu manager, dream writer, security officer, documentation system, next number,
user defined category codes, data directory, world writer, and unattended night
operations.)
********************************************************************************
XX XXXXXXX HUMAN RESOURCES MANAGEMENT SOLUTION
The JDE Human Resources Management Solution for use on the IBM AS/400 (9402
only) will include at a minimum: Worldcase/Foundation Environment* and human
resources. (*Worldcase/Foundation Environment includes JDE address book,
electronic mail, menu manager, dream writer, security officer, documentation
system, next number, user defined category codes, data directory, world writer,
and unattended night operations.)
********************************************************************************
Page 10 of 17
XX XXXXXXX PAYROLL SOLUTION
The JDE Payroll Solution for use on the IBM AS/400 (9402 only) will include at a
minimum: Worldcase/Foundation Environment* and payroll.
(*Worldcase/Foundation Environment includes JDE address book, electronic mail,
menu manager, dream writer, security officer, documentation system, next number,
user defined category codes, data directory, world writer, and unattended night
operations.)
********************************************************************************
FACTS VALUE ADD
The FACTS Value Add for operation on the IBM AS/400 (9402 only) to include at a
minimum: accounts payable integrates with FACTS general ledger, provides multi-
company support, allows single or batch invoice entry, provides bank
reconciliation, has automatic or manual check production capabilities, selects
payments by vendor, due date or discount date, integrates multiple bank
accounts, allows for on-account payments, creates vendor master using user-
defined fields, allows recurring entries and multiple distributions, provides
vendor history with user-selected options, creates cash requirement project
report; general ledger integrates with FACTS accounts payable, integrates with
sales, accounts receivable, finished goods, and raw material inventory, allows
multi-company and multi-division within a company, has account and sub-account
structure, provides flexible, user defined accounting periods, allows multiple
open periods and recurring vouchers, provides on-line review of general ledger
account's current, YTD, and future (regular and recurring) postings in summary
and detail, contains a flexible, user-defined report writer for financial
reports.
********************************************************************************
PKMS
PKMS for operation on the IBM AS/400 in the wholesale distribution and retail
industries to include at a minimum: work order download capability;
receive/stock locate for creating put-away label to help track inventory within
DC, cross doccks pre-packs for faster throughput, automatically directs priority
SKU's to active pick sites or special processing, provides receipt verification
against ASN for better DC planning and shipment reconciliation at host; Pick for
batching picktickets into "waves," eliminating manual selection and sorting,
prints Picktickets in best picking sequence for improved productivity,
identifies and Processes "hot" picks and rush orders immediately, pre-cubes
orders and prints carton-level Picktickets to support pick/pack operations;
pack/verify verifies picking accuracy via bar code scanning which reduces
chargebacks and improves sales, Performs weight verification of cartons to
doublecheck picking accuracy, creates UCC-128 shipping labels and carton content
info for EDI ASN, eliminates effort and errors associated with keypunch
invoicing; ship/manifest ensures shipping integrity of order, identifies best
shipment routing based on freight charges and customer requirements,
automatically generates shipment documents
Page 11 of 17
Value-Added Enhancement Descriptions (Continued)
including shipment manifest and bills of lading, processes shipping zone and
rate tables to automatically derive shipping charges for certain carriers; bulk
storage tracks and manages inventory in all areas of DC including bulk storage
and active pick sites, handles suggested put-away in bulk and directed
replenishment from bulk to active, keeps system up-to-date with real time
updates using RF devices.
********************************************************************************
PREMENOS
Premenos, an EDI translator for cross industry to operate on the IBM AS/400
(9402 only) to include at a minimum: mapping functions with conditional mapping,
code conversion, logical operations and interfacting with other applications;
communication functions for sessions with public and private networks, and
direct connections to trading partners; audit and reporting functions for access
of trail activity and reports from EDI/E tracking files and data base for
compliance checking; routing functions; support.
********************************************************************************
AS/400 NEW PLACEMENT VALUE ADD
The implementation of the IBM AS/400 9402 models 200 and 20S New Account
Solution installed at an enterprise location to include at a minimum:
An end user enterprise is defined as "any legal entity (such as a corporation)
and the subsidiaries it owns by more than 50%." A new account is defined as an
end user enterprise in the United States or Puerto Rico that meets the following
criterion:
- Prior year revenue of less than $15 million or less than 150 employees
(revenue and employee size will be verified by/with Dun and Bradstreet)
- No AS/400, S/36, S/38, RISC/6000 or ES/9000 installed or on order.
Final net invoiced, Industry Remarketer billed IBM hardware, software and
services to the end user must be equal to or greater than the published (single
unit) IBM retail price of the IBM content of the AS/400 9402 2XX system solution
sold to the same end user in the same transaction. The single unit price
includes additional memory, DASD, IBM software, but excludes displays and
printers. The net invoice can include all your "Industry Remarketer billed
services," which shall mean any of the following provided directly by you to
your end user:
- Consulting services
- System analysis and design services
- Application solution development services
- Integration services
- End user training services
This VAE does not restrict your flexibility in pricing these products
Page 12 of 17
to your end user as you, in your sole discretion, deem appropriate.
You are responsible for maintaining all necessary records to substantiate
compliance with this VAE requirement and agree to make such records available
to IBM upon request for purposes of auditing your compliance with this VAE
requirement. IBM may use an independent auditor for this audit.
S/3X TO AS/400 MIGRATION
Computer Generated Solutions System/3x to AS/400 Migration Value Add is for the
purpose of migrating currently installed IBM System/3X end user applications to
the IBM AS/400, model 9402 only, and will include at a minimum:
- Hardware and software component selection configuration and
ordering
- Hardware and software installation
- Migration of end-user application programs to S/3X mode or AS/400 native based
on customer requirement
- Systems Integration (if applicable)
- AS/400 operational training plus ongoing application and systems support
In addition, Computer Generated Solutions will make available release/version
updates and provide ongoing technical support service for hardware, software,
and application programs.
Computer Generated Solutions will report end user sales via end user reporting
to IBM. This report must specify the serial number of the IBM System/3X which
was replaced and certify that it was specifically replaced by the AS/400.
********************************************************************************
COMPETITIVE CONVERSION VALUE ADD
The Computer Generated Solutions Conversion Value Add for the Purpose of
migrating currently installed Computer Generated Solutions end user applications
to the IBM AS/400, only from non-IBM systems.
The Conversion Value Add will include at a minimum:
- The conversion assistance from the currently installed system
- System sizing of files and libraries
- Hardware and software configurations
- IBM AS/400 Operation and programming education
- Conversion of presently installed application programs to the IBM AS/400
In addition, Computer Generated Solutions will make available release/version
updates and provide ongoing technical support service for hardware, software
and application programs.
Computer Generated Solutions will report end user IBM AS/400 sales via end user
reporting to IBM.
Page 13 of 17
Value-Added Enhancement Descriptions (Continued)
********************************************************************************
AS/400 Local Area Network - Client Server
Local Area Network - Client Server Value Add for use on the IBM AS/400 9402
only will include at a minimum:
- Network design and component selection
- The network must be designed using Ethernet, Token Ring, or wireless
connection
- It must support OS/2, Windows, MacIntosh or Unix clients
- The network must be implemented using APPC/APPN or TCP/IP protocols.
(LocalTalk may be used in a MacIntosh client environment.)
- Installation of three or more AS/400 enabled nodes.
- End user training and support
- Implementation of at least two (2) of the following, or with exception
approval, a functionally equivalent product offering:
- Client Access/400 (for OS/2 and Windows clients)
- MacIntosh Connections (for MacIntosh clients)
- DAL Client and DAL Server (for MacIntosh clients)
- Connection Program/400 for Unix environments
- Adstar Distributed Storage Manager/400 (ADSM/400)
- LAN Server/400
- LAN Resources Extension Services/400 (LANRES/400)
- Manageware/400
- TCP/IP File Server Support/400
The initial installation of the Value Add must consist of a minimum of three (3)
nodes. In a situation where an end user has one LAN node installed, a minimum of
two additional nodes must be added to the existing network prior to the
implementation of the Value Add. The LAN-C/S Value Add must be the primary
justification for the acquisition of AS/400 products.
********************************************************************************
HUB VALUE ADDED ENHANCEMENT (NETWORK INTEGRATOR)
The Network Integrator Value Added enhancement for use on IBM Network Systems
in a LAN or LAN/WAN environment will include at a minimum:
- The remarketer's network implementation to include one or more of the
following requisite IBM networking systems products:
- IBM 8250 Intelligent Hub
- IBM 8260 Intelligent Switching Hub
- IBM 8244 FDDI Concentrator
- Ethernet Stackable Hub
- IBM 8271 EtherStreamer Switch
- IBM 8282 ATM Workgroup Concentrator
- IBM 8282 ATM LAN Switch
AND
- Logical Network Design
Page 14 of 17
- Define the network configuration
-- gather and analyze network data to define capacity and networking product
requirements
- Define LAN topology as required (Token Ring, Ethernet, ATM or FDDI)
- Define the TCP/IP requirements as required to support the installation of Hub
Management Modules and their SNMP agents to allow communications to the
appropriate Hub Management Platform
- Physical network design
- Design hub networks that conform to the architectural guidelines of
Ethernet, Token Ring, ATM or FDDI utilizing the appropriate combination of
modules and hubs to meet customer requirements
- Configure networking hardware and software products; install and test to
meet customer requirements
- Establish connections and test network transport facilities
- Product optimization and performance
- Collect network data and analyze traffic flows, congestion points and
networking product performance
- End user support
- Provide on-site or remote access to network product configuration changes,
network information and problem determination
- Provide networking products, hardware upgrades and software upgrades and
fixes to keep the installed network products operational.
********************************************************************************
ROUTER VALUE ADDED ENHANCEMENT (6611)
The Network Integrator Value Added Enhancement for use on IBM Networking systems
in a LAN or LAN/WAN environment will include at a minimum:
- The remarketer's network implementation to include one or more of the
following requisite IBM networking systems products:
-- IBM 6611 Network Processor
-- IBM 2210 Nways Multiprotocol Router
-- TRM Routexpander/2 with IBM Wide Area Connector
AND
- Requirements - understand the customer's current and future network
requirements in the following areas:
-- Transport Protocols (TCP/IP APPN, SNA, IPX, Netbios, Appletalk, (DECNet,
Vines, XNS)
-- Bridging and filtering
-- Perfomance - traffic volumes and response time
-- LAN Technologies and WAN services from carriers
Page 15 of 17
-- Applications and equipment interoperation
-- Education
- Logical Network Design - Define:
-- Network configuration, including addressing schemes and every router node
-- Comprehensive network verification tests
- Physical Network Design - Define:
-- Hardware node configurations
-- LAN technologies
-- Wiring and cabling topology
-- Reliability and backup facilities
-- Network interfaces: LAN and WAN (modems, DSU/CSUs)
-- WAN services from carriers (Frame Relay, Pt to Pt, X.25)
- Operation and Support Process Design - Define:
-- Problem isolation, diagnosis, determination, and fix processes
-- Software configuration change process
-- Network Management processes, including status and performance. (For large
networks, includes NV/6000 with AIX R&B Mgr/6000 or equivalent.)
- Installation
-- Monitor hardware installation
-- Install and configure software
-- Test fully
-- Analyze and tune network performance (according to network size)
- Support - Provide:
-- Onside and/or remote problem determination
-- Hardware and software upgrades and fixes
-- Guidance for other operation and support processes
-- Guidance for hardware configuration changes and expansion
********************************************************************************
AS/400 CLIENT/SERVER (NETWORKING)
Looking at the proposed AS/400 sale and other sales by the reseller to the same
end user in the past six months, the sum of all (1) net invoices IR billed
services (as defined below) and (2) list price of authorized IB products and
services (as defined below) must be equal to or greater than 40% of the list
price of the relevant base AS/400.
-- "Base AS/400" means without additional memory, disk drives, displays,
adapters or operating system.
This Value Added Enhancement does not restrict flexibility in pricing these
products by the business partner.
Implementation of this Value Added Enhancement must include network design and
component selection, installation, end user training, and
Page 16 of 17
end user support.
- "Industry Remarketer Billed Services" shall mean the following products and
services provided directly by the IR to their end user:
-- Consulting services
-- Systems analysis and design services
-- Application/solution development services
-- Integration services
-- End user training services
-- Third-party software (non-IBM) or your software, none of which is
acquired or purchased from IBM.
- "Authorized IBM products and services" shall mean the following
IBM products and services sold by the IR to their end user:
-- IBM software (non-operating system)
-- IBM Support Family of Services
-- IBM 82XX Hub products
-- IBM 6611 Network Processor
-- IBM 2210 Nways Multiprotocol Router
-- IBM Communications Adapter cards
********************************************************************************
Page 17 of 17
PLEASE RETAIN THESE DOCUMENTS FOR YOUR USE/REFERENCE.
THANK YOU.
IBM Business Partner Agreement [LOGO] IBM Business Partner
NSP/Application Specialist and AS Profile
--------------------------------------------------------------------------------
We welcome you as an IBM Business Partner. Based on your knowledge of our
Products, and your skill and experience in providing solutions that use our
Products, we have chosen you to perform Marketing Activities for us.
We are committed to providing our customers with the highest quality Products.
As our National Solution Provider/Application Specialist (NSP/AS) or Application
Specialist (AS), we look to you to help us fulfill this commitment. You are
responsible for establishing and maintaining customer satisfaction with all your
activities. This includes promoting customer satisfaction with all the Products.
Your activities should reflect positively on your firm, us, and the IBM Business
Partner Programs. You should not use your relationship with us to take unfair
advantage of other solution providers. In conducting your activities, you
should strive for results that are judged by those involved to be fair and
mutually beneficial.
By signing below, each of us agrees to the terms of the following (collectively
called the "Agreement"):
(a) this Profile;
(b) Marketing Assistant General Terms (Z125-5111-03 12/95); and
(c) the applicable Attachments referred to in this Profile.
This Agreement and its applicable Transaction Documents are the complete
agreement regarding this relationship, and replace any prior oral or written
communications between us. Once this Profile is signed, any reproduction of
this Agreement or a Transaction Document made by reliable means (for example,
photocopy or facsimile) is considered an original.
Revised Profile (yes/no): no
---------------
Agreed to: (IBM Business Partner name) Agreed to:
COMPUTER GENERATED SOLUTIONS, INC. International Business Machines Corporation
By /s/ Xxx Xxxxxx By
------------------------------------------- -------------------------------------------
Authorized signature Authorized signature
Name (type or print): XXX XXXXXX Name (type or print):
Date: 6/25/96 Date:
IBM Business Partner number: IBM Office address:
IBM Business Partner address: 0000 Xxxxxxxxx Xxxxxxx
COMPUTER GENERATED SOLUTIONS, INC. Xxxxxxx, XX 00000
0000 XXXXXXXX
XXX XXXX, XX 00000
--------------------------------------------------------------------------------
After signing, please return a copy of this Profile to the local "IBM Office
address" shown above.
--------------------------------------------------------------------------------
Page 1 of 7
1. Contract-Period Start Date (month/year): 07/96 End Date: June 30, 1997
------- ----------------
The start date is always the first day of a month and may not be earlier than
the month we sign this Profile. The start date does not change with a revised
Profile. The end date is December 31 of the current year. However, if you are
a National Solution Provider and also our industry remarketer, the end date
in your IR Profile prevails over this end date.
2. Relationship Approval/Acceptance of Additional Terms:
For each approved relationship, each of us agrees to the terms of the
applicable Attachment by signing this Profile. Copies of those Attachments
are included. Please make sure you have them (and the Marketing Assistant
General Terms) and notify us if any are missing.
Approved
Authorized Relationship (yes/no) Attachment
1) Application Specialist (AS) no Z125-5123-02 12/95
------
2) National Solution Provider/AS (NSP/AS) (1) yes Z125-5125-01 11/94
------ Z125-5123-02 12/95
3) NSP/AS Segment Solution Pilot (2) no Z125-5424-00 01/96
------
3. Approval of your Title:
As an Application Specialist, you are authorized to use the title of "IBM
Authorized Application Specialist." As a National Solution Provider, you are
authorized to use the title of "IBM Authorized National Solution Provider."
4. Confidential Information Disclosure:
You may have access to our confidential information and must sign the IBM
Agreement for Exchange of Confidential Information (Z125-4322).
Has the agreement been signed? (yes/no) yes
-------
If the answer above is no, a copy of the agreement is included. Please sign
it and return a copy to us (or notify us if it is missing).
5. Internal-Use Percent: 10%
This is the percent upon which we base your internal-use acquisition of a
Product.
(1) See Section 7 for approved segment solution. You must sign the National
Solution Provider Signature Page (Z125-5122). Note: Since you must sign
the Signature Page you need not sign this Profile.
(2) See Section 7 for approved and eligible segment solution.
Page 2 of 7
AS AS NSP/AS
Approved Approved Approved
to Market to Market to Market
Products Programs Products
(yes/no) (yes/no) (yes/no)
(3) (4) System Products
N/A no yes 1) IBM AS/400 9402 System Units (5)
----- -----
N/A no yes 2) 18M AS/400 9404 System Units (5)
----- -----
N/A no yes 3) IBM AS/400 9406 System Units (5)
----- -----
no no no 4) IBM System/390 (6)
----- ----- -----
N/A no no 5) IBM RISC System/6000 (includes Power Personal) (5)
----- -----
N/A no no 6) IBM 9076 POWERparallel Systems SP2
----- -----
N/A no no 7) IBM PS/2 (programs only)
----- -----
N/A N/A no 8) IBM 8690 Kiosk (6)
-----
Industry Products
N/A no no 1) IBM PS/2 Store Controllers
----- -----
N/A no yes 2) IBM 6611 Network Processors/
----- -----
IBM 0000 Xxxxx Xxxxxxxxxxxxx Xxxxxx
X/X no yes 3) IBM 317X Interconnect Controllers
----- -----
N/A no no 4) IBM 389X Document Processors
----- -----
N/A no no 5) IBM 465X Restaurant POS Systems
----- -----
N/A no no 6) IBM 468X POS Terminal
----- -----
N/A no no 7) IBM 47XX Branch Automation Systems
----- -----
N/A no no 8) IBM 5086 Graphics Processor
----- -----
N/A no no 9) Multimedia
----- -----
no no no 10)IBM 763X Terminals
----- ----- -----
(3) You are approved to market the programs, peripherals, and other offerings
associated with the System or Industry Product. This excludes the programs
listed under the Application Programs section of this Profile, for which
specific approval is required. You are not approved to market the System or
Industry Product, unless you are also approved as an Application Specialist
for the System or Industry Product.
(4) Approval for the System or Industry Product includes approval for the
programs, peripherals, and other offerings associated with it. This
excludes the programs listed under the Application Programs section of this
Profile, for which specific approval is required.
(5) Prospect Form not required when marketing with an eligible segment
solution.
(6) Not available for Central Order. A Prospect Form is required.
Page 3 of 7
PRODUCT APPROVAL (CONTINUED)
APPROVED
TO MARKET
(yes/no) Non-IBM Products
no 1) Local Vendor Program (LVP) Products (7)
-----
Service Offerings
no 1) Business Recovery Services
-----
yes 2) Project Support Services (8)
-----
yes 3) Customized Operational Services
-----
yes 4) IBM Support Family Services (excluding PS)
-----
no 5) IBM PS Support Family Services
-----
Other Offerings
Available to an NSPIAS only.
no 1) IBM 38XX Printers
-----
no 2) IBM 75XX Data Collection Terminal
-----
no 3) IBM 927X Voice Response Units
-----
yes 4) IBM Printers (Twinax) from the IBM Printing Systems Co.
-----
IBM 4028 Model AS1
IBM 4230 Models 101, 102, 111, 1S2, 10Y, and 10Z
IBM 4224 Models 1E3 and 1C2
IBM 4234 Models 008, 012, 00Y, and 01Z
IBM 6252 Models T08, T12, TOZ, and T1Z
IBM 6262 Models T12, T14, and T22
yes 5) IBM Printers (ASCII) from the IBM Printing Systems Co.
-----
IBM 4224 Models 301, 302, 3C2, and 3E3
IBM 4234 Models 009, and 013
IBM 6252 Models XX0, XX0, XX0, and AS8
IBM 6262 Models A12, A14, and A22
yes 6) IBM Printers (Coax) from the IBM Printing Systems Co.
-----
IBM 4028 Model NS1
IBM 4224 Models 2C2 and 2E3
IBM 4230 Models 201 and 202
IBM 4234 Models 007 and 011
IBM 6252 Xxxxxx 000, 000, X00, X00, and D22
yes 7) IBM Printers (Non-IBM Attachments) from the IBM Printing Systems
----- Co.
IBM 6252 Models P08 and P12
IBM 6262 Models P12, P14, and P22
yes 8) IBM Printers (Other) from the IBM Printing Systems Co.
-----
IBM 3816 Models 01D and 01S (requires Coax approval)
(7) We will specify each LVP Product that applies to you.
(8) Project Support Services include Consulting Services, Hourly Services,
Custom Services, and Systems Integration Services. Project Support Services
offered by ISSC, EduQuest, and Education and Training are excluded. An
Integrated Services Offering (ISO) is a packaged offering which includes
one or more of the Services identified above. We will specify each ISO that
applies to you, if any.
(9) IBM BESTeam participants only.
Page 4 of 7
APPROVED
TO MARKET
(yes/no) Other Offerings
Available to an NSP/AS only.
yes 9) General Storage (10)
-----
IBM 7131 SCSI Multi-Storage Tower
IBM 7134 High Density SCSI Disk subsystem
IBM 7137 Disk Array Subsystem
IBM 7202 RISC System/6000 Expansion Rack
IBM 7203 Portable Disk Drive
IBM 7204 External Disk Drive
IBM 7206 External 4MM Tape Drive
IBM 7207 1/4-lnch Cartridge Tape Drive
IBM 7208 8MM Tape
IBM 0000 XX-XXX Xxxxx
IBM 7331 8MM Tape Library
IBM 7332 4MM Tape Autoloader
IBM 9334 SCSI Expansion Unit
IBM 9348 Magnetic Tape Drive
IBM 9427 8MM Tape Library
yes 10) High-End Tape (10)
-----
IBM 3490 Tape Subsystems
IBM 3494 Tape Library Dataserver
IBM 3590 Tape Subsystem
no 11) High-End UNIX Disk (10)
-----
IBM 7135 RADiant Array
yes 12) Optical Library (10)
-----
IBM 3995 Optical Library Dataserver
(10) You are also authorized to perform marketing activities for the System
Product features required to attach the storage Product.
Page 5 of 7
Product Approval (Continued)
Application Programs
Approved
to Market
(yes/no) IBM RISC System/6000 CAD/CAM Programs (11)
no 1) APT Workstation/6000
-----
no 2) CAMkit/6000
-----
no 3) CATIA (12)
-----
no 4) IGES Processor/6000
-----
no 5) Numerical Control PostProcessor Generator
-----
no 6) Product Manager
-----
no 7) PROFESSIONAL CADAM (13)
-----
no 8) Valisys (14)
-----
You are also approved for the programs (if any) listed below:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(11) A Complex Operating Environment addendum must be completed.
(12) Registered trademark of Dassault Systems.
(13) Registered trademark of Dassault Systems of America.
(14) Registered trademark of Valisys Corporation.
Page 6 of 7
If you are
approved segment solutions.
If you are also authorized in Section 2 under the NSP/AS Segment Solution Pilot,
your approved and eligible segment solution for this Pilot is specified below.
(Please note that a segment solution can be approved, but not eligible under
this Pilot.) If you have an approved Value Added Enhancement (VAE), to be
eligible under this Pilot it must be an industry-specific or cross-industry
application software VAE as defined in the VAE Criteria document in the
BPLIBRARY in IBMLink under the INFOLink category.
See Industry Remarketer Profile, Value Added Enhancement section.
Page 7 of 7
Remarketer General Terms
-------------------------------------------------------------------------------
Table of Contents
Section Title Page
1. Definitions.............................................. 2
2. Agreement Structure...................................... 3
3. Our Relationship......................................... 4
4. Marketing Funds and Promotional Offerings................ 5
5. Status Change............................................ 5
6. Export of Products....................................... 6
7. Federal Reporting Requirements........................... 6
8. Ordering and Delivery.................................... 6
9. Inventory Adjustments.................................... 7
10. Prices and Price Changes................................. 7
11. Invoicing, Payment, and Taxes............................ 8
12. Title.................................................... 8
13. Risk of Loss............................................. 9
14. Engineering Changes...................................... 9
15. Licensed Internal Code................................... 9
16. Programs.................................................10
17. Installation and Warranty................................10
18. Warranty Service.........................................11
19. Marketing of IBM Maintenance Services....................12
20. Patents and Copyrights...................................12
21. Liability................................................13
22. Trademarks...............................................13
23. No Property Rights.......................................13
24. Changes to the Agreement Terms...........................14
25. Ending the Agreement.....................................14
26. Waiver of Noncompliance..................................14
27. Electronic Communications................................15
28. Geographic Scope.........................................15
29. Governing Law............................................15
Page l of 15
==== BUSINESS PARTNER AGREEMENT
Remarketer General Terms
-------------------------------------------------------------------------------
1. Definitions
Aggregator is our remarketer who we authorize to acquire Products from
us to supply to its Customers who are also our remarketers. In addition,
we may authorize a remarketer to supply our Products to others (for
example, our industry remarketers). An Aggregator is responsible for
ordering, delivery, invoicing, payment, taxes, price reductions, and
inventory adjustments. In your Profile, we specify 1) the identity of
your "Aggregator," if any, or 2) if we approve you as an "Aggregator."
Authorized Location is a site, controlled and operated by you, at which
we authorize you to perform your responsibilities under this Agreement.
We may specify in your Profile certain requirements to which you must
adhere at each Authorized Location (such as, minimum renewal criteria
and minimum number of trained personnel).
Customer is either an End User, or a reseller who does not market to
other resellers. We specify in your Profile if we authorize you to
provide Products to End Users, resellers, or both.
Customer-set-up Machine is an IBM Machine that you (or your Customer)
set up according to our instructions.
End User is anyone, unaffiliated with you (except if you are a qualified
educational institution), who acquires Products for its own use and not
for resale.
Machine is an IBM or non-IBM machine, its features, conversions,
upgrades, elements, accessories, cables, or any combination of them
(provided by us or your Aggregator) that we approve you to provide to
your Customers.
Product is a Machine, Program, or Service.
Program is an IBM or non-IBM licensed program (provided by us or your
Aggregator) that we approve you to provide to your Customers. The term
"Program" does not include Licensed Internal Code.
Service is assistance (for example, Product maintenance) that we approve
you to perform or market. The term "Service" includes use of a resource
(such as a network) that we approve you to provide to your Customers.
Page 2 of 15
The Remarketer General Terms apply to all our remarketers.
Profiles
We specify the details of our relationship (for example, the type of
remarketer you are) in a document called a "Profile." Each of us agrees
to the terms of the Profile, the Remarketer General Terms, and the
applicable Attachments referred to in the Profile, (collectively called
the Agreement), by signing the Profile.
Attachments
We describe additional terms that apply to our relationship in documents
called "Attachments." For example, we describe the additional terms that
apply specifically to dealers in an Attachment. Several Attachments may
apply to you. We specify in your Profile the Attachments that apply.
Transaction Documents
We will provide to you the appropriate "Transaction Documents" that
confirm the details of your order or provide additional information
about our relationship. The following are examples of Transaction
Documents, with examples of the information they may contain:
1. invoices (item, quantity, price, and amount due);
2. addenda (trial period and trial Products); and
3. exhibits (eligible Products, warranty information, and other Product-
specific information). We may change the terms of an exhibit on
written notice.
Conflicting Terms
If there is a conflict among the terms in the various documents, those
of an Attachment prevail over those of the Remarketer General Terms. The
terms of a Profile prevail over those of both of these documents. The
terms of a Transaction Document prevail over those of all the
documents.
Our Acceptance of Your Order
A Product becomes subject to this Agreement when we accept your order
by:
1. sending you a Transaction Document; or
2. providing the Product to you.
Acceptance of the Terms in a Transaction Document
You accept the terms in a Transaction Document by doing any of the
following:
1. signing it;
2. accepting the Product described in the Transaction Document;
3. providing the Product to your Customer; or
4. making any payment for the Product.
Page 3 of 15
Mutual Responsibilities
Each of us agrees that under this Agreement:
1. the Products we approve you to market are complex in nature and require
that you provide high quality support, both before and after the sale, to
ensure Customer satisfaction;
2. we offer a money-back guarantee to End Users for certain Products. You
agree to inform the Customer of the terms of this guarantee before the
applicable sale. For any such Product, you agree to 1) accept its return
within the time frame we specify, 2) refund the full amount paid to you for
it, and 3) dispose of it (including all its components) as we specify. We
will pay transportation charges for return of the Product to us and will
give you an appropriate credit;
3. you are an independent contractor. Neither of us is a legal representative
or agent of the other. Neither of us is legally a partner of the other (for
example, neither of us is responsible for debts incurred by the other), and
you are not our employee or franchisee;
4. each is free to enter into similar agreements with others, to market
competitive Products, and to conduct its business in whatever way it
chooses, provided there is no conflict with this Agreement. We may increase
or decrease the number of our remarketers, the types of distribution
channels, and the number of participants in such channels;
5. each is free to establish its own prices and terms and neither of us will
discuss its customer prices and terms in the presence of the other;
6. all information exchanged is nonconfidential. If either of us requires the
exchange of confidential information, it will be made under a signed
confidentiality agreement;
7. we will provide you with access to our information systems only in
support of your authorized marketing activities. Programs associated with
these systems are subject to the terms of their applicable license
agreements, except that you may not transfer them;
8. neither of us will bring a legal action against the other more than two
years after the cause of action arose; and
9. you may acquire an insignificant number of Products for your own internal
use.
Your Other Responsibilities
You agree not to do any of the following:
1. assign, or otherwise transfer, this Agreement or your rights under it,
delegate your obligations, or appoint another reseller (including a related
company) or agent to represent you or to market our Products, without our
prior written consent. Any attempt to do so is void;
2. assume or create any obligations on our behalf, or make any representations
or warranties about us or our Products, other than those we authorize; or
3. conduct your business in a way (for example, failure to maintain the
highest quality professionalism in all your dealings with Customers) that
adversely affects our reputation or goodwill.
You agree to:
1. sell only to End Users, unless otherwise specified in this Agreement;
2. be responsible for Customer satisfaction with our Products and all your
related activities, and participate in Customer-satisfaction programs as we
determine. For example, if we request, you agree to provide us with the
names and addresses of all End Users who have acquired our Products from
you;
3. actively and diligently promote our Products;
4. ensure that your compensation or incentive plans for your employees who
market our Products are not unfair to us in comparison with your plans for
competitive products you market;
Page 4 of 15
6. maintain trained personnel and comply with any certification requirements;
7. provide us with relevant financial information about your business
enterprise on request;
8. furnish sales receipts to your Customers before or upon delivery of
Products. You agree to specify on the sales receipt your Customer's name
and address, the Machine type/model and serial number, installed location,
date of sale, any non-IBM alterations or attachments made, and the Warranty
Service provider;
9. provide us with any Customer documents we require, within 10 days of the
applicable transaction (for example, End User signing of our license or
maintenance agreement);
10. provide us with sales and inventory information for our Products on
request;
11. retain records by location of each Product transaction (for example, a sale
or credit) for five years and of each warranty claim for three years.
Records must include (as applicable) Machine type/model and serial number,
Authorized Location to which distributed, and Customer name and address;
12. assist us in tracing and locating Products;
13. provide us with sufficient, free, and safe access to your facilities, at a
mutually-convenient time, for us to fulfill our obligations. If you become
aware of any unsafe conditions or hazardous materials to which our
personnel would be exposed at any of your facilities, you agree to notify
us promptly; and
14. comply with all laws and regulations (such as those governing consumer
transactions).
Our Review of Your Compliance with this Agreement
We may periodically review your performance under this Agreement. You agree to
provide us with relevant records on request. We have the right to reproduce
them, retain the copies, and audit your compliance with this Agreement on your
premises during your normal business hours. We may use an independent auditor
for this.
4. Marketing Funds and Promotional Offerings
You agree to use any marketing funds and promotional offerings according to
our guidelines. For Products you provide to resellers, you agree to
administer and disburse these funds or offerings in a proportional and
equitable manner. You also agree to keep records of such funds or offerings
for three years.
We may withhold or recover marketing funds and promotional offerings if you
breach any of the terms of this Agreement. Upon notice of termination, any
marketing funds and promotional offerings will no longer be available for
use by, or accrual to, you.
5. Status Change
You agree to give us prompt written notice (unless precluded by law or
regulation) of any change, or anticipated change, in your financial
condition, business structure, or operating environment (for example, a
material change in equity ownership or management, closing or relocation of
an Authorized Location, or any change to information supplied in your
application). Such change or failure to give notice may result in
termination of this Agreement.
Page 5 of 15
You are not authorized to actively market Products outside the geographic
scope of this Agreement, and you agree not to use anyone else to do so.
If a Customer acquires a Product for export, our responsibilities under
this Agreement no longer apply to that Product. You agree to use your best
efforts to ensure that your Customer complies with United States export
laws and regulations, and any import requirements of the destination
country. Before the sale of a Product, you agree to prepare a support plan
for it and obtain your Customer's agreement to that plan. Within one month
of sale, you agree to provide us with the Customer's name and address,
Machine type/model and serial number, date of sale, and destination
country.
We exclude these Products from:
1. attainment of your minimum renewal criteria;
2. attainment of your committed quantities;
3. qualification for applicable promotional offerings and marketing funds;
and
4. qualification for any lower prices.
We may also reduce future supply allocations to you by the number of
exported Products.
The license agreement of certain Programs state the country in which the
license is valid. Such Programs may not be exported.
7. Federal Reporting Requirements
To comply with Federal law, you agree not to employ or compensate any
individuals to perform activities under this Agreement (without our prior
written approval) who were, within the last two years:
1. members of the armed forces in a pay grade of 0-4 or higher; or
2. civilians employed by the Department of Defense with a pay rate equal
to, or greater than, the minimum rate for a qrade GS-13.
You agree to provide us with any information that we need to comply with
this law.
8. Ordering and Delivery
You may order Products either from us or your Aggregator. We accept orders
for withdrawn Products subject to their availability.
On our request, you agree to make reasonable efforts to use our automated
order-entry system. You agree to pay all expenses associated with it.
We will mutually agree to a location to which we ship Products. We will use
reasonable efforts to meet your requested delivery dates for Products you
order from us. We select the method of transportation and pay associated
charges for Products we ship.
You agree to notify us within 20 days of receipt, of any discrepancies
between our shipping manifest and the Products received from us. We will
work with you to reconcile any differences.
Page 6 of 15
You may cancel an order for a Product before we ship it. We may charge you
a cancellation charge. We determine this charge by multiplying the amount
we charge you for the Product by the cancellation-charge percent. We will
inform you in writing of that percent. The cancellation charge does not
apply to a Product if 1) we postpone its shipment for more than 15 days
from its estimated shipment date and 2) you cancel your order before
shipment.
We may not be able to honor a cancellation request received less than 10
business days before the Product's estimated shipment date. If you return
such Product, our inventory-adjustment terms apply.
Delayed Shipment of a Product
Circumstances may arise where we delay the shipment of a Product due to our
inability to meet the original estimated shipment date. If this delay
causes the estimated shipment date to be after the end of your contract
period, the terms of this Agreement apply to that Product. It will be
treated as if you had acquired it during the contract period.
9. Inventory Adjustments
For purposes of rebalancing your inventory, we will inform you in writing
which Products you may return to us for credit, their inventory-adjustment
categories, and any terms associated with these categories. We will issue a
credit to you when we accept the returned Product. You may use the credit
only after we issue it.
We may charge you a handling charge for returned Products. We determine
this charge by multiplying the inventory-adjustment credit amount for the
Product by the handling-charge percent. We will inform you in writing of
that percent. You agree to pay shipping charges for Products you return.
They must be in our original, undamaged packages (unopened for Machines),
and without any non-IBM labels.
Certain Products may be acquired only as Machines and Programs packaged
together as a solution. These Products must be returned with all their
components intact. However, we do not require the shipping container to be
unopened for some of these Products (for example, Selected Academic
Solutions), as we determine.
Returned Products must be unused and in new condition. You agree to ensure
that the Products are free of any legal obligations or restrictions that
prevent their return. We accept them only from locations to which we ship
Products.
We will reject any returned Product that does not comply with these terms
and send it back to you at your expense.
10. Prices and Price Changes
We will specify the prices for each Product and inform you of any changes.
Price increases do not apply to you if we receive your order before the
effective date of the increase. You receive the benefit of a price decrease
for Products we ship on or after the effective date.
Price-Reduction Credits
If we decrease the price for a Product, you may be eligible to receive a
price-reduction credit for eligible Products in your inventory. We will
specify the Product's price-reduction credit category and associated terms
in writing, and will inform you periodically of any changes. You may use
the credit only after we issue it.
Page 7 of 15
Depending on the circumstances, additional charges may apply. For example,
if we perform a Service for you, we charge an additional amount. We will
notify you in advance if these charges apply.
Fee Payments
When you perform certain activities, such as those we may specify in
exhibits, we will pay you a fee.
11. Invoicing, Payment, and Taxes
Payment in full is due upon receipt of our invoice. You agree to pay as we
specify in the invoice. We may offset any amounts due you, or designated
for your use (for example, marketing funds or promotional offerings),
against amounts due us or any of our subsidiaries.
You agree to pay amounts equal to any applicable taxes resulting from any
transaction under this Agreement. This does not include taxes based on our
net income. You are responsible for personal property taxes for each
Product from the date we ship it to you or the End User.
You agree to provide us with valid reseller-exemption documentation for
each applicable taxing jurisdiction to which we ship Products. Otherwise,
we will charge you all applicable state and local taxes or duties. You
agree to notify us promptly if this documentation is revoked or modified.
You are liable for any claims or assessments that result from any taxing
jurisdiction refusing to recognize your exemption.
Failure to Pay Any Amounts Due
If your account becomes delinquent, you agree that we may do one or more of
the following:
1. impose a finance charge, up to the maximum permitted by law, on the
delinquent portion of the balance due;
2. require cash payment on or before delivery of any Products;
3. repossess any Products. If we do so, you agree to pay all expenses
associated with repossession and collection, including reasonable
attorney's fees. You agree to make the Products available to us at a
site that is mutually convenient;
4. terminate this Agreement; or
5. pursue any other remedy available at law.
In addition, if your account with any of our subsidiaries becomes
delinquent, we may invoke any of these options allowable by law.
12. Title
As an Aggregator, when you order a Machine from us, we do not transfer
title to you. As any other remarketer, when you order a Machine, we
transfer title to you when the Machine is shipped by us or your Aggregator.
Any prior transfer of title to a Machine to you is void from its inception
when 1) it is accepted as a returned Machine, or 2) the End User finances
it through the IBM Credit Corporation.
We do not transfer title to Programs.
Page 8 of 15
We reserve a purchase money security interest in a Machine, and you grant us
a purchase money security interest in your proceeds from the sale of, and
your accounts receivable for, a Product, until we receive the amounts due.
For a feature, conversion, or upgrade involving the removal of parts that
become our property, we reserve the security interest until we receive the
amounts due and the removed parts. You agree to sign an appropriate document
(for example, a "UCC-1") to permit us to perfect our purchase money security
interest.
End User Lease Financing
If an End User obtains a lease for a Machine for legitimate financing
purposes, you may transfer title to the Machine to the lessor. You may
finance End Users' Product acquisitions.
13. Risk of Loss
We bear the risk of loss for a Product until its initial delivery from us.
14. Engineering Changes
You agree to allow us to install, at a mutually-convenient location,
mandatory engineering changes (such as those required for safety) on all
Machines in your inventory, and to use your best efforts to enable us to
install such engineering changes on your Customers' Machines. Mandatory
engineering changes are installed at our expense and any removed parts
become our property.
During the warranty period, we manage and install engineering changes at:
1. your or your Customers' locations for Machines for which we provide
Warranty Service; and
2. your location for other Machines. Alternatively, we will provide you
with the parts (at no charge) and instructions to do the installation
yourself. We will reimburse you for your labor at a rate we specify.
15. Licensed Internal Code
Certain Machines we specify (called "Specific Machines") use Licensed
Internal Code (called "Code"). The IBM Corporation owns copyrights in Code
and owns all copies of Code, including all copies made from them.
We will identify each Specific Machine in writing. We grant the rightful
possessor of a Specific Machine a license to use the Code (or any
replacement we provide) on, or in conjunction with, only the Specific
Machine, designated by serial number, for which the Code is provided. We
license the Code to only one rightful possessor at a time. You agree that
you are bound by the terms of the separate license aqreement that we will
provide to you.
Your Responsibilities
You agree to inform your Customer, and record on the sales receipt, that the
Machine you provide is a Specific Machine using Licensed Internal Code. You
agree to 1) provide the applicable license agreement to your Customer before
the sale and 2) ensure that the agreement is signed before a sale to an End
User.
Page 9 of 15
For certain Programs, we require End Users to sign our license agreements. You
agree to ensure those signatures are obtained and the appropriate supplements
are issued before those Programs are provided. All other Programs (called
"Program Packages") are licensed under the terms of the agreements provided with
them.
When you make authorized copies of Programs, you agree to reproduce the
copyright notice and any other legend of ownership on the copies. When we
provide you with service materials for Programs, you agree to copy and
distribute those materials to End Users.
You agree to refund the amount paid for:
1. an IBM Program Package returned to you because the End User does not accept
the terms of the license (for example, by not opening the media envelope or
not using the Program). However, if such Program is packaged together with
other Programs or Machines as a solution, all components must be returned. In
this case, you agree to refund the amount paid for all the components; and
2. any defective IBM Program returned to you under the terms of its warranty.
In either case, you may return the IBM Product to us, at our expense, for
credit.
17. Installation and Warranty
For a Machine to function properly, it must be installed in a suitable physical
environment. For a machine we install, we will ensure that it is in good
working order and meets the criteria specified in its Official Published
Specifications before we consider it installed. We provide instructions to
enable the setup of Customer-set-up Machines. We are not responsible for the
installation of Programs or non-IBM Machines.
With each IBM Machine we ship, we include a copy of our statement of limited
warranty. We will provide a copy to you. You agree to make it available to the
End User for review before the sale. We provide non-IBM Products on an "AS IS"
basis. However, non-IBM manufacturers, suppliers, or publishers may provide
their own warranties to you.
Date of Installation
We calculate the expiration of an IBM Machine's warranty period from the
Machine's Date of Installation.
The Date of Installation for a Machine we are responsible for instaliing is the
business day after the day 1) we install it or 2) we make it available for
installation, if you (or the End User) defer installation. Otherwise (for
example, if others install it or break its warranty seal), it is the day we
deliver the Machine to you (or the End User).
The Date of Installation for a Customer-set-up Machine:
1. that we ship to the End User (or to you for your own use), is the fifth
business day after the day the Machine is received;
2. that you ship, is the earlier of 1) the second business day after the End
User receives the Machine or 2) the day you or your Customer place the
Machine in use; or
3. is the same as the Date of Installation for a Machine that we install, if
the Customer-set-up Machine is being installed with, and attached to, it.
If we authorize you to install Programs on a Machine at an Authorized Location
(and therefore you set up the Machine), we do not consider this as the Date of
Installation, as long as you promptly ship the Machine to the End User.
You (or your Customer, if other than an End User) must record the Machine's Date
of Installation on the End User's sales receipt. You must also notify us upon
our request.
Page 10 of 15
18. Warranty Service
sp p4 We will inform you in writing who is responsible for providing Warranty
Service for Machines. We do so by specifying the Warranty Service category for
each Machine.
When We Are Responsible for Servicing Machines
When we are responsible for providing Warranty Service, we do so for the IBM
Machine during its warranty period at no charge to keep it in, or restore it to,
good working order. In this case, you are not authorized to perform Warranty
Service. You agree to convey all (or the remaining portion) of our warranty to
your Customer.
WHEN YOU ARE RESPONSIBLE FOR SERVICING MACHINES
When you are responsible for providing Warranty Service, you agree to do the
following according to the Service support guidelines we provide:
1. maintain Warranty Service capability;
2. ensure that it is performed only by personnel trained to our standards and
consistent with our service terms and statement of limited warranty;
3. provide it even for Machines that the End User did not acquire from you
(unless you have assigned all units of such Machine type); and
4. submit only valid warranty-reimbursement requests to us that are within the
specified time limits.
We will:
1. train you to provide Warranty Service. We provide training, at no charge,
for the minimum number of your Service personnel that we require.
Additional training may be provided for a fee;
2. provide you with necessary technical information, and
3. pay you for Warranty Service performed and exchange (or reimburse you
for) parts.
Maintenance Parts
We sell maintenance parts for use in providing Warranty Service and for
maintaining Machines. You may sell such parts to others for use in maintaining
Machines.
Assignment of Warranty Service Responsibility
You may assiqn Warranty Service responsibility to us or anyone else authorized
by us to provide it.
You agree to:
1. ensure that the assignee accepts Warranty Service responsibility for each
Machine assigned to it;
2. provide a copy of the sales receipt to the assignee;
3. notify your Customer of the assignment; and
4 remain responsible for your Customer's satisfaction with that Service.
If you assign Warranty Service responsibility for all units of a Machine type to
us or an IBM Premier Personal Computer Servicer, you are no longer required to
be Warranty Service capable for that Machine type.
When you accept Warranty Service responsibility from another of our remarketers,
you may not reassign that responsibility and are responsible for Customer
satisfaction with that Service.
Page 11 of 15
For non-IBM Products that we do not warrant any other non-IBM equipment that a
Customer may reasonably believe is warranted by us, you agree to inform your
Customer in writing, before the sale, that we do not warrant them. You also
agree to inform your Customer 1) that, the Products or equipment are non-IBM, 2)
of the applicable warranty (if any), and 3) of the procedure to obtain any
warranty service.
19. Marketing of IBM Services for a Fee
When you have marketed a Machine you are approved to market, to an End User, you
may market our Services on eligible machines in that account and receive a fee
from us for marketing the Services on those machines. We may specify additional
terms in a relationship Attachment (for example, an Industry Remarketer
Attachment). We provide Services to the End User under the terms of our
applicable agreement, signed by the End User. You agree to provide us with any
required documents signed by you or the End User, as applicable, and inform the
End User of our service procedures.
We will not pay you the fee if the machine is already under our Service or if
the Service had been terminated on the machine within the prior six months at
the same account.
Services may be marketed on eligible non-IBM machines regardless of whether you
marketed a Machine in that account.
20. Patents and Copyrights
For purposes of this section only, the term "Product" includes Licensed Internal
Code and excludes Services.
If a third party claims that a Product we provide under this Agreement infringes
that party's patent or copyright, we will defend you against that claim at our
expense and pay all costs, damages, and attorney's fees that a court finally
awards, provided that you:
1. promptly notify us in writing of the claim; and
2. allow us to control, and cooperate with us in, the defense and any
related settlement negotiations.
If such a claim is made or appears likely to be made, about a Product in your
inventory, you agree to permit us to either enable you to continue to market and
use the Product, or to modify or replace it. If we determine that none of these
alternatives is reasonably available, you agree to return the Product to us on
our written request. We will then give you an appropriate credit, as we
determine, which will be either 1) the price you paid us for the Product (less
any price-reduction credit) or 2) the depreciated price.
This is our entire obligation to you regarding any claim of infringement.
Claims for Which We Are Not Responsible
We have no obligation regarding any claim based on any of the following:
1. your modification of a Product, or a Program's use in other than its
specified operating environment;
2. the combination, operation, or use of a Product with any product, data, or
apparatus that we did not provide, or
3. infringement by a non-IBM Product alone, as opposed to its combination as
part of a system of Products that we provide.
Page 12 or 15
Circumstances may arise where, because of a default or other liability, one of
us is entitled to recover damages from the other. In each such instance,
regardless of the basis on which damages can be claimed, the following terms
apply.
Our Liability
We are responsible for:
1. payments referred to in our patent and copyright terms described above;
2. bodily injury (including death), and damage to real property and tangible
personal property caused by our Products; and
3. the amount of any other actual loss or damage, up to the greater of
$100,000 or the charges (if recurring, 12 months' charges apply) for the
Product that is the subject of the claim.
Items for Which We Are Not Liable
Under no circumstances are we liable for any of the following:
1. third-party claims against you for losses or damages (other than those
under the first two items above);
2. Loss of, or damage to, your records or data; or
3. economic consequential damages (including lost profits or savings) or
incidental damages, even if we are informed of their possibility.
Your Liability
In addition to damages for which you are liable under law and the terms of this
Agreement, you will indemnify us for claims by others made against us
(particularly regarding statements, representations, or warranties not
authorized by us) arising out of your conduct under this Agreement or as a
result of your relations with anyone else.
22. Trademarks
We will provide you with advertising guidelines for our logos, trade and
service marks, trade names, emblems, and titles (collectively called
"Trademarks"). We will notify you in writing of the title you are authorized to
use. You may also use the IBM Business Partner emblem associated with that
title. You may use the Trademarks only as described in the guidelines and only
in association with the Products we approve you to market.
On our request, you agree to change or stop using any advertising or promotional
material that does not comply (as we determine) with our guidelines or this
Agreement. When this Agreement ends, you agree to promptly stop using our
Trademarks. If you do not, you agree to pay any expenses and fees that we incur
in getting you to stop.
You agree that any goodwill attaching to our Trademarks as a result of your use
of them belongs to us. You agree not to register or use any xxxx that is
confusingly similar to any of our Trademarks.
23. No Property Rights
Your rights under this Agreement are not property rights and, Therefore, you
cannot transfer them to anyone else or encumber them in any way. For example,
you may not sell your authorization to market our Products or your right to use
our Trademarks.
Z125-4800-08 11/95
Page 13 of 15
In order to maintain flexibility in our relationships, we may change the terms
of this Agreement by giving you one month's written notice. However, these
changes are not retroactive. They apply as of the effective date we specify in
the notice. If you do not accept a change, you must inform us in writing before
its effective date. If you do so, any future change will not apply to you.
However, if you sign a revised profile, then all prior changes become effective.
Otherwise, for a change to be valid, both of us must sign it. Additional or
different terms in any order or written communication from you are void.
25. Ending the Agreement
This Agreement ends when terminated or when the contract period ends.
You may terminate this Agreement, with or without cause, on one month's written
notice.
We may terminate this Agreement, with or without cause, on three months' written
notice. If the termination is for cause, we may (at our discretion) allow you a
reasonable opportunity to cure. If you fail to do so, the date of termination is
that specified in the notice. However, certain acts or omissions are so serious
as to warrant immediate termination. If you repudiate this Agreement, materially
breach any of its terms, or make any material, misrepresentation to us, we may
terminate this Agreement at any time, on written notice. Examples of a material
breach are violation of our status-change terms, violation of our trademark
terms, submission of a false warranty claim, unauthorized sale to a reseller,
and failure to maintain Customer satisfaction. You agree that our only
obligation is to provide the notice called for in this section and we are not
liable for any claims or losses if we do so.
At the end of this Agreement, you agree to:
1. pay for or return to us, at our discretion, any Products for which you have
not paid; and
2. allow us, at our discretion, to repurchase any other Products in your
possession or control at the price you paid us, less any credits issued to
you.
Products to be returned must be unused, in new condition, and in your inventory
(or in transit from us) on the day this Agreement ends. We will inspect the
Products and reserve the right to reject them. You agree to pay all shipping
charges. Products returned to you under our money-back guarantee terms may be
used and we pay their shipping charges.
At the end of this Agreement, you must immediately pay us all amounts due. We
may offset any amounts due you against amounts due us or any of our
subsidiaries. Any terms of this Agreement, which by their nature extend beyond
the day this Agreement ends, remain in effect until fulfilled, and apply to
respective successors and assignees.
We may permit you to continue to provide Products after this Agreement ends. If
we do so, you agree to provide those Products under the terms of this Agreement.
26 Waiver of Noncompliance
Failure by either of us to insist on strict performance or to exercise a right
when entitled, does not prevent us from doing so at a later time, either in
relation to that default or any subsequent one.
Page 14 or 15
Each of us may communicate with the other by electronic means. Therefore, you
agree to utilize electronic communications with us, if and as we specify. In
such case, both of us agree to the following for all electronic communications:
1. an identification code (called a "USERID") contained in an electronic
document is legally sufficient to verify the sender's identity and the
document's authenticity;
2. an electronic document that contains a USERID is a signed writing; and
3. an electronic document, or any computer printout of it, is an original when
maintained in the normal course of business.
ELECTRONIC DATA INTERCHANGE
We may provide Electronic Data Interchange (called "EDI") Options to you.
Electronic invoicing and electronic payment are examples of these Options. When
using EDI Options, each of us agrees:
1. when a bank is involved, to pay our respective bank charges and to promptly
notify the other of any changes to the bank payment process; and
2. to promptly notify the other of any changes to the technology, process, or
information upon which the EDI transactions are based.
We will specify respective responsibilities for the EDI Option you choose.
28. Geographic Scope
All your rights and all our obligations are valid only in the United States and
Puerto Rico.
29. Governing Law
The laws of the State of New York govern this Agreement.
Z125-4800-08 11/95 Page 15 of 15
Industry Remarketer Attachment
1. Value-Added Enhancement
You agree to market Products only with your value-added enhancement that we
approve as part of an integrated solution for End Users. Certain Products we
specify to you may not require a value-added enhancement. However, you may
provide up to 25% of the personal computer system units, including associated
features and options, in each transaction without such enhancement. If we
withdraw approval of any such enhancement, we also withdraw your authorization
as our industry remarketer with regard to that specific enhancement. You are
responsible for your enhancement, (and we are not).
You agree to market Products only to End Users for whom your enhancement is the
primary reason for acquiring Products (a sale without a required value-added
enhancement is an additional example of a material breach). Unless we specify
otherwise in writing, you will market only to such End Users who intend ongoing
use of that enhancement as a significant part of their business operations. Your
enhancement is not required to be the primary reason for acquiring upgrades to
systems you have installed with your enhancement and where your enhancement is
still in productive use. Upgrades include peripherals, programs and processor
upgrades. However, your enhancement must be the primary reason for a processor
upgrade requiring a processor serial number change. You agree to assist the End
Users to achieve productive use of Products promptly after acquisition.
If we inform you in writing of a specific industry code, you agree to market
only to End Users within that code. We may provide certain installation planning
assistance. We provide Product support to you (and not to End Users).
You agree to:
1. provide facilities to demonstrate your enhancement;
2. verify the operation, and explain the functions and expected performance,
of the Products and your enhancement to End Users;
3. provide support (such as documentation and technical assistance) for the
Products, your enhancement and other products it requires; and
4. select, develope, procure, integrate, and install all elements of your
enhancement and any updates to it.
2. Use of Agents
To assist you in the successful installation, and your ongoing End User support
requirements for the Products you are approved to market as an Industry
Remarketer-Mid-Range, you may contract for the necessary skills with IBM
Authorized Business Partners, who may perform such activities directly for your
End User. However, you are responsible for your End User's satisfaction with
such installation and support activities. You agree to indemnify IBM from any
liability for the activities performed by such parties. Additionally, you may
select IBM to perform such activities. In that event, IBM assumes customer
satisfaction responsibilities for its activities
We may allow you to use an agent to represent you for other activities. If so we
will provide written guidelines to you.
Page 1 of 8
3. Marketinq of Products
You agree to:
1. select Products that best meet the End Users' needs;
2. order Products in sufficient time to be shipped during the contract period
for them to count toward your minimum renewal criteria or any Commitment;
3. receive Products (listed in the Industry Remarketer Exhibit) only at
Authorized Locations or ship-to locations (including End Users'
locations);
4. inform the End Users, upon their request, of applicable courses that we
provide and how to enroll in them:
5. assist the End Users with the installation of Products; and
6. if you are approved as an industry remarketer of mid-range computer
Products, notify us within 10 days of the installation of Products.
For Products listed in the Dealer Exhibit, you also agree to:
1. market, support (including setup and test), and service them only at
Authorized locations, or at End Users' locations; and
2. receive and place them (and their maintenance parts) in inventory only at
Authorized Locations or ship-to locations (and not at End Users'
locations). Maintenance parts are only available for Machines listed in
the Dealer Exhibit.
For Products listed in the Dealer Exhibit which we announce as withdrawn from
marketing, you may market them to resellers and to End Users without your
value-added enhancement. However, you may not market withdrawn certified
Products to resellers.
When you market withdrawn Products to resellers you agree to:
1. distribute Products fairly;
2. require your resellers to retain the necessary records (such as sales and
credit receipts);
3. identify the resellers to us; and
4. notify the resellers in writing that such Products are made available for
marketing only in the United States and Puerto Rico.
4. Association with an Aggregator
If you acquire IBM Personal System Products from an Aggregator, your
Aggregator is authorized to set up and test those Products for you on your
request. If the setup includes preloaded IBM Programs, you must ensure that
the End User has agreed to the terms of the applicable license agreement
prior to the preload.
Page 2 of 8
If we authorize you as an industry remarketer of mid-range computer Products, we
allow you to acquire certain of those Products which you are approved to market,
for your own internal use within your remarketing operations only and not for
any other use including End User productive use, even if such use is managed
within your business enterprise. Your value-added enhancement is not required
for such acquisitions. The Industry Remarketer Exhibit includes further details.
You may acquire Products for your internal use at your discount level at the
time we ship the Products. You agree not to remarket such Products for 24 months
from their Date of Installation. These Products do not count toward your minimum
renewal criteria or any Commitment.
6. Prices and Price Changes for Industry Remarketer Exhibit Products
The following terms apply for Products listed in the Industry Remarketer
Exhibit.
A price decrease is effective on the date specified in our notice to you. We
apply the associated discount to the decreased single-unit price for Products
not yet shipped, provided you accept any related changes in terms. Otherwise,
you may select 1) the decreased price without discount or 2) the discounted
price available to you before the decrease.
Prices increases do not apply to you if we receive your order prior to the
effective date of the increase and if we ship your order within six months of
the date we receive it.
We may increase a recurring charge at any time. However, the effective date of
the increase may not be less than 90 days from the date of our notice to you,
and will be effective on the first day of the applicable invoice period
specified in the notice.
Discounts
We provide a discount schedule for Products listed in the Industry Remarketer
Exhibit. Some discount schedules have deeper discounts available when you agree
to acquire, as applicable, 1) a specific quantity of Products from a specific
Product Category, or 2) a minimum revenue amount as specified in the Exhibit. We
call this your "Commitment". If you change your Commitment, you may subject
to a higher or lower discount, as applicable. The discount applies only to
Products acquired after the effective date of your Commitment change.
To determine your discounted price, we apply the applicable discount to the
Products lowest single-unit price in effect between the date we receive your
order and our date of shipment, if such shipment is within six months of our
receipt of your order. For Products shipped beyond the six months period, the
discount is applied to the single-unit price in effect on our date of shipment.
Unless we specify otherwise, discounts do not apply to Program upgrades,
accessories, or field-installed Machine features, conversions, or upgrades.
If during our review of your compliance with this Agreement, we find you have
materially breached the terms of our relationship, in addition to our rights
under law and the terms of this Agreement, for the applicable transactions, you
will refund the discount you received from us and reimburse us for all
administrative expenses associated with our compliance review activity.
Page 3 of 8
If you alter, defer, or cancel an order for Products and we incur expenses to
re-work the Products, we will invoice you for the actual expenses incurred. For
orders cancelled after shipment, the re-work charge is in addition to the
inventory adjustment handling charge specified in the Industry Remarketer
Exhibit.
8. Installation of Machine Features, Conversions, and Upgrades
For Machines listed in the Industry Remarketer Exhibit, we may require that
Machine features, conversions, and upgrades be installed only on designated,
serial-numbered Machines. You represent that you have the permission of the
owner (if you are not the owner of the Machine) and any lien holders to 1)
install features, conversions, and upgrades and 2) transfer removed parts to us.
Some of these transactions (called "Net-Priced" transactions) include associated
replacement parts. We provide these parts on an exchange basis. All removed
parts in a Net-Priced transaction become our property. Replacement parts assume
the service status of the parts they replace. For a Net-Priced transaction, you
or your Customer must allow us to install it within 30 days of its delivery and
to recover the removed parts. Otherwise, we may terminate the transaction, and
the feature, conversion, or upgrade must be returned to us at your expense.
9. IBM Industry Remarketer Exhibit Programs
You agree to have one license for each Program you provide to End Users, that is
listed in the Industry Remarketer Exhibit. A Program which we provide to you at
no charge and which is licensed for use with a Development System fulfills this
requirement. You are responsible for copying and distributing the Programs you
provide to End Users. On our request, you agree to also distribute
documentation.
You agree to:
1. ensure that, when required, the applicable license agreement is signed by the
End User and the completed supplement is issued (with a copy sent to us)
before you copy and distribute the Program. Failure to provide us with the
signed agreements promptly after they are signed is a material breach of this
Agreement and cause for its immediate termination;
2. promptly notify us if you become aware of any violation (or threatened
violation) of the license terms, and give us reasonable assistance in
enforcing our rights;
3. promptly notify us if the End User provides you with any required notices
under the license;
4. provide the End User with all Program Services we make available to you; and
5. copy and distribute to the End User any defect-correction information and
subsequent Program releases we provide.
COPYING AIX PROGRAMS CONTAINING THIRD-PARTY CODE
If you are approved to market IBM RISC System/6000 AIX Programs containing
third-party code, you may neither 1) delegate your right to copy these Programs
nor 2) make copies that contain modifications you created from the use of
UNIX(R) or OSF1(R) source code.
We do not grant you any rights to any trademarks of AT&T Technologies, Inc.,
UNIX System Laboratories, Inc., or any of their affiliates.
Page 4 of 8
You agree to:
1. maintain accurate records of the number of copies made;
2. provide us quarterly statements of the number of copies made in that
calendar quarter; and
3. annually, upon request, make all relevant records available for audit by
us, AT&T Technologies, Inc., UNIX System Laboratories, Inc., and Open
Software Foundation, Inc.(R).
PAYMENT
The following are the bases on which we may require the amount payable for a
Program to be paid:
1. one-time;
2. recurring (for example, a monthly license charge); or
3. a combination of both (for example, an initial charge and an annual
license charge).
We will specify the amount and basis for the particular Program.
Programs licensed to you on a recurring-charge basis are licensed for the
period indicated in our invoice. You may market such Programs only on the same
basis as licensed to you. You may not charge an End User a one-time charge for
a Program you license from us on a recurring-charge basis. However, you may
charge the End User whatever amount you wish for the recurring charge.
(R) UNIX is a registered trademark of UNIX System Laboratories, Inc.
(R) OSF/1 and Open Software Foundation are registered trademarks of Open
Software Foundation, Inc.
10. DEVELOPMENT SYSTEMS
We may allow you to acquire Products for use primarily in developing, testing,
supporting, or demonstrating your value-added enhancement. We call these
"Development System" Products. We may also approve you to acquire Products
under these terms, for the exclusive use of development, support and testing
your value-added enhancement. Such Products may not be used for demonstration
purposes.
If you have a Development System Product that is a Machine for which there is
a field upgrade available, and you have acquired the maximum number of
Development System Products vou may acquire for the contract period, you may
acquire the field upgrade (but not a replacement Machine) as a Development
System Product.
You agree not to resell, lease, or transfer a Development System Product for
12 months from the Date of Installation of the Product (or its Machine
upgrade).
For a Development System Product listed in the Industry Remarketer Exhibit
(other than Programs), we will specify either a Development System price or a
Development System discount.
We make Programs, and their upgrades if applicable, available to you at a 100
percent discount, for use on an authorized Development System. Certain
Programs may require your payment of a fee. We will specify such Programs and
their fee. You agree not to resell, lease or transfer Programs you acquire
under these terms.
Page 5 of 8
System price.
We will specify, in the applicable Exhibit, the maximum quantity of each
Development System Product that you may acquire. If you are an industry
remarketer of mid-range computer Products, you must have a Development System
for each system type that you are approved to market.
We will provide applicable Warranty and Program Services for Development
System Products listed in the Industry Remarketer EXhibit. You are responsible
for these Services for Development System Products listed in the Dealer
Exhibit.
Development System Products do not count toward your minimum renewal criteria
or any Commitment. If you use a Development System Product in a manner that
does not comply with these terms, we may charge you the difference between
what you paid and the full price.
You may not combine this offering with any other discount or allowance.
11. Preload of Programs
For certain Machines specified in the applicable Exhibit, we will, on your
request, preload Programs you select onto those on-order Machines.
We will:
1. send you a utility program and a kit containing blank tapes and
instructions so you can provide us with tapes containing the programs
selected for preload;
2. make production copies of the tapes you send us, use those copies to
load the Machine, and verify that the process is successfully
completed;
3. verify that the Machine is successfully delivered in a preloaded
condition; and
4. retain the tapes for at least three months following the shipment of
the last Machine for Which preloading is ordered. You may request a
shorter retention period in writing. At the end of that period, we
will erase the programs from all tapes in our possession.
You agree to:
1. have a license for each IBM Program for which you order preloading;
2. ensure that the applicable license agreement is signed by the End
User and the completed supplement is issued (with a copy sent to us).
You must do this before we ship the Machine;
Page 6 of 8
a. make as many copies as we may need to support the preload process, and
b. reproduce, in each copy, only those copyright notices that appear within the
program;
4. provide us with programs and documentation according to the instructions that
(accompany the kit we send to you. You agree to return the entire kit and
utility program;
5. provide us with tapes at least four weeks before the scheduled shipment of
the Machine for which you require preloading;
6. not send us any information that is confidential or proprietary to anyone;
and
7. pay any applicable charges for preloading. Any discount that applies to the
machine also applies to preload charges.
12. Trial Products
We may offer certain Products as "Trial Products." If you are approved for a
Trial Product, you may provide it to End Users for evaluation purposes, or (if
we agree) you may use it as part of a Development System. you may either return
or retain a Trial Product. If you do not wish to retain it, you must notify us
in writing before the end of the trial period. Otherwise, we will consider the
Product to be retained.
We will list in an Addendum the specifics of a trial, such as trial period,
Trial Products, and, if applicable, the End User. We reserve the right to
withdraw a trial at any time.
If the End User is participating in the trial, you agree to ensure that we
receive the applicable agreement signed by you and the End User. You agree to
provide the End User with the necessary details of the trial.
We do not transfer title to Trial Products during the trial period. We will
service and support them, and bear the risk of loss (except for theft or
vandalism).
You agree:
1. to inform us of each Trial Product's location;
2. that the Product may not be moved to another location or altered, without
our prior written approval. However, you may attach a non-lBM product or
device to an IBM Machine without notice. You may not make any alteration or
attachment that creates a safety hazard or renders maintenance of the
Machine impractical;
3. to return, at the end of the trial period, all Products (including any
copies of Programs) not retained. The Products should be returned unaltered
and in the same condition as when delivered to you. Alternatively, for
Programs, you may destroy all copies; and
4. to furnish all labor for unpacking and packing.
If you retain a Trial Product, payment is due on the business day following the
last day of the trial period. For a Machine, we transfer title to you and no
longer bear the risk of loss as of that day. However, the warranty period begins
on the Date of Installation.
Page 7 of 8
13. Trade-In Machines
We may specify certain Machines as eligible for trade-in. We will list in an
Addendum such items as the Machine you agree to purchase (called the
"Replacement Machine") and the Machine you agree to return to us (called the
"Replaced Machine"). When we accept a Replaced Machine, we give you credit
towards the purchase from us of other, eligible Machines. You agree to ensure
that the same End User who was using the Replaced Machine, acquires the
Replacement Machine. A Trial Machine may qualify as a Replacement Machine.
For the Replaced Machine,
you agree to:
1. restore an IBM Machine to its unaltered condition;
2. have it in operating condition on the day before it is available for pickup;
3. furnish all labor for packing; and
4. ensure that title to it is free of any legal obligations or restrictions on
the day it is picked up, unless the IBM Credit Corporation owns both the
Replacement and Replaced Machines.
For the Replaced Machine, we will:
1. arrange for its pickup at your or the End User's location;
2. bear the risk of loss after it is picked up; and
3. pay normal transportation charges.
The credit we give is in addition to any other discount for which the
Replacement Machine may be eligible. The Replacement Machine counts toward your
Commitment, unless the Replaced Machine was previously counted toward that
Commitment. You agree to pay the full amount due for the Replacement Machine.
You may not reduce your payment in anticipation of receiving the credit.
If both Machines in a trade-in are used as part of a Development System, the
Replaced Machine is not subject to Development System adjustment charges.
14. Marketing of IBM Services for a Fee
We approve you to market, and will pay you a fee, for eligible Services you
market 1) as our industry remarketer to End Users, or 2) as our managing
industry remarketer, to resellers. You, or if you are a managing industry
remarketer, your reseller, may market Services on any eligible machine in an
account when 1) the End User to which the Service is marketed acquired your IBM
approved value-added enhancement from you, or if you are a managing industry
remarketer, from your reseller, and the enhancement is installed on one or more
Machines you are approved to market, regardless of who marketed the Machine to
the End User, or 2) you, or if you are a managing industry remarketer, your
reseller, marketed a Machine to the End User under an IBM Business Partner
relationship which did not require an IBM approved value-added enhancement.
Services may be marketed on eligible non-IBM machines regardless of whether an
IBM approved value- added enhancement is installed on a Machine in the
account.
We specify the eligible Services, and the percentages used to determine your
fee, in an Exhibit.
We will not pay you the fee if the machine is already under the Service or if
the Service had been terminated on the machine within the prior six months at
the same account.
Page 8 of 8
Industry Remarketer Exhibit
IBM Business Partner Agreement
Exhibit No.: RMKT-l8
Effective Date: June l, 1996
Page
General Information 2
Eligible Product Table 8
IBM RISC System/6000
Annual System Revenue Performance Discount Schedule 9
RISC System/6000 Machines 9
RISC System/6000 Licensed Programs 10
Value-Added Enhancement Qualifying Licensed Programs 12
I B M AS/400
Annual System Revenue Performance Discount Schedule 13
AS/400 Machines 13
AS/400 Licensed Programs 14
System 35/38 Licensed Programs 17
AS/400 Advanced 36 Licensed Programs 17
Client Series Software 18
Additional AS/400 Licensed Programs 19
IBM Point of Sale Products
Annual System Revenue Performance Discount Schedule 20
Point of Sale Machines 20
Point of Sale Licensed Programs 21
IBM Network Integration Products 22
IBM System/390
Machines 24
IBM Customer Agreement Licensed Programs 26
IBM Finance Industry Licensed Programs 29
Complementary Products
Displays, Storage Media 29
Graphics Products, Finance Industry Products 30
Miscellaneous Products 30
IBM Printers, Uninterruptible Power Systems 31
RISC System/6000 Licensed Programs 32
AS/400 Licensed Programs . 33
Network Integration, Data Collection Licensed Programs 33
IBM Storage Products 35
IBM Service Offerings 37
General Information
Eligible Products
IBM Authorized Industry Remarketer, you are approved to market selected
Product types. When you are approved for a Processor or Category, you are also
approved for its associated peripherals and programs, unless otherwise noted.
Selected Products require unique approval for authority to market. Please
refer to the Eligible Product Table for details.
Price Reduction and Discount Increase Credits
Unless otherwise stated, the Price Reduction Credit (PRC) and Discount
Increase Category 5 applies to all eligible Products listed in this Exhibit.
Category 5: Price Reduction and Discount Increase Credit--Applies to machine
type/models and associated field installable features and model conversions
shipped from IBM as MES orders.
For a product to qualify for the Price Reduction and Discount Increase Credit,
the following criteria must be met:
. The Product's Date of Installation must not have occurred as of the
effective date of the price decrease.
. The Product was not ordered for use in a Development system.
. You must certify your inventory position to IBM in writing within 30 days of
the effective date of the price or discount change.
IBM will determine the amount of the Credit by first establishing the total
amount you paid for the Product, less any previously granted credit for price
decreases or discount increases. From this number, IBM will subtract the
amount which would be payable after the price decrease or discount increase as
determined by your selection under the provisions of section 5 of the Industry
Remarketer Attachment (Z125-4805). The result is your Price Reduction Credit.
Price Reduction Credit Categories 1, 2, and 3 are stated in the Dealer Exhibit
and do not apply to Products listed in this Exhibit.
IBM LIcense Programs are not eligible for Price Reduction credits.
Products ordered for use in a Development System do not qualify for Price
Reduction Credits.
Adjustments to discounts based on Annual System Revenue Performance, revenue,
or volume attainment levels do not qualify for discount incentive protection.
Inventory Adjustment Categories
A) Hardware
The Inventory Adjustment Category for each product is identified in the "IAC"
column of the Eligible Product Categories.
Category 5: 3-Month Look Back.
. As a Category 5 Product, only machine type/models may be returned.
Category 6: 4-Month look back.
. As a Category c Product, machine type/models and associated field
installable features and model conversions shipped from IBM as MES orders may
be returned.
Category 7: 4-Month look back.
. As a Category 7 Product, only machine type/models may be returned.
Category 10: Prior Calendar Quarter
. As a Category 10 Product, machine type/models and associated field
installable features and model conversions shipped from IBM as MES orders may
be returned. You may return up to 5% of the prior quarter's net xxxxxxxx for a
product category free of Inventory Adjustment Charges, and an additional 5% of
the prior quarter's net xxxxxxxx subject to a 3% handling charge. This limits
your investor adjustment returns to a total of 10% of your prior quarter's net
xxxxxxxx for a product category for Category 10 designated products.
Aggregation across product categories to determine net billing is not allowed.
Category 10 Products must be returned within 60 days of IBM's announcement of
a Product's withdrawal from marketing. Rework charges do not apply to a
Product returned as an inventory adjustment after shipment from IBM. Rework
charges continue to apply for any charges incurred as a result of late
cancellations, alterations, or reschedules that occur prior to the Product
shipping.
In a given calendar month, the maximum number of units of a Product you may
return to IBM is equal to the number of units of such Product shipped to you
by IBM during the applicable Look Back Period, less any returns of the Product
during that period. The Product being returned must have been shipped to you
during the Look Back Period.
The amount of credit will be determined by IBM. The amount will be based on the
amount you paid for the Product, including Adjustment Charges, less any amount
paid you by IBM for any Price Reduction Credit applicable to the Product.
The number of units or the associated revenue amount of the returned product
will be subtracted from your attainment during the Contract Period in which it
is returned.
IBM License Programs shipped from IBM as PRE-LOADED on a processor may be
returned under the Inventory Adjustment Provisions when the associated
processor is also returned. The PRE-LOADED License Program is subject to the
same Inventory Adjustment provisions as the processor on which it was shipped.
C) Inventory Adjustment Provision Exclusions
The following are NOT eligible for return under the Inventory Adjustment
provisions:
-Products ordered for Development System use
-any Product which has had its Date of Installation
-non Pre-loaded IBM Licensed Programs.
Inventory Adjustment Categories 1, 2, and 3 are stated in the Dealer Exhibit
and do not apply to Products listed in this Exhibit.
D) Inventory Adjustment Handling Charge
With the exception of Inventory Adjustment Category (IAC) 10 Products, all
Hardware and pre-loaded IBM Licensed Programs are subject to a 5% handling
charge.
For IAC 10 Products, returns up to 5% of the prior calendar quarter's net
billing for all IAC 10 Products are not assessed a handling charge. IAC 10
returns that exceed 5% of the prior calendar quarter's net billing (for all
IAC 10 Products) are assessed a 3% handling charge on the portion of the
return in excess of the 5%.
Cancellation Charges: = 0%
Re-work Charges
Although Cancellation Charges are currently set at 0%, unless otherwise noted,
Products and MESs included in this Exhibit are subject to re-work charges. The
charges are Product specific and may be applicable when orders are altered,
deferred or cancelled. Re-work charges are not eligible for a discount.
Licensed Internal Code
Products which contain Licensed Internal Code (LIC) are indicated with a "Y"
in the "LIC" column of the Eligible Product Categories.
Remarketing to IBM
At our request, you may provide us new Products for resale to our customers.
With each such transaction, we will notify you of any additional terms that
apply.
Warranty Service Information
Warranty Service Category A
Machines included in this Exhibit are Warranty Service Category A machines
unless specified otherwise in the Eligible Product Category. IBM does not
authorize you to perform warranty service for Category A machines.
You will convey all, or the remaining portion of, the IBM Warranty Period for
a Category A machine to the End User of the machine. You may only do so
consistent with the terms and conditions of the applicable IBM Statement of
Limited Warranty and Section 18 of the IBM Business Partner Agreement,
Remarketer General Terms. For Machines included in this Exhibit, you must
ensure that the End User understands and agrees to all applicable terms and
conditions.
Warranty Service Category B
Selected machines included in this exhibit are Warranty Service Category B
machines, and as such, remarketers may be authorized to perform Warranty
Service on them. Those products which are Warranty Service Category B are
indicated in the Eligible Product Category.
Customer Carry in Repair (CCR) Customer Carry in Exchange (CCE)
The following provisions apply to Machines on the Dealer Exhibit identified as
CCR, CCR/CCE or CCE and for which you have IBM's approval to Market.
Warranty service which you provide for a machine must be consistent with the
terms and conditions of the Agreement and the applicable IBM Statement of
Limited Warranty. After you provide such service, IBM will, for selected
Machines, reimburse you for labor and/or credit you for selected IBM parts, or
exchange of such parts used by you. The selected Machines and the
Reimbursement Schedules and selected parts are specified in the IBM Service
Support Guide in effect at the time of such activity.
You agree to and will:
1. Provide warranty service under the terms of the applicable IBM Statement of
Limited Warranty and its Warranty Exhibit, if any;
2. Validate all warranty claims presented to you;
3. Maintain the capability to provide warranty service according to the
requirements and procedures specified in the IBM Service Support Guide; and
4. Submit a Waranty Reimbursement Request, if applicable, to claim (a)
reimbursement for labor and/or b) credit for IBM parts or exchange of such
parts, used by you in providing authorized warranty service for a Machine, all
as specified in the IBM Service Support Guide.
IBM will:
1. Provide for each Machine, at no fee, either service training in a classroom
or self-education materials for that purpose. IBM will provide classroom
training at an IBM designated location. IBM will provide classroom training or
self-eduction materials for the applicable minimum Number of Trained Personnel
for each Authorized Location. IBM will specify the minimum Number in the
applicable Addendum;
2. Provide, as part of service training, selected service materials;
3. Make available to you, for a fee, additional a) service training for
service personnel, b) copies of service materials, and c) service materials
not provided under the provisions of items (1) and (2) of this paragraph;
4. Sell you maintenance parts for your use in providing warranty service. The
purchase prices of such parts will be as specified in the IBM Service Support
Guide in effect at time of shipment of the parts;
5. Provide you with applicable warranty service and technical information for
Machines as available; and/or
6. For selected machines, honor your valid claims for a) reimbursement for
labor and/or b) IBM parts credits, or exchange of such parts, for parts used by
you in providing authorized warranty service, all as specified in the IBM
Service Support Guide.
IBM On-Site Repair (IOR)/IBM On-Site Exchange (IOE)
The following provisions apply to Machines on the Dealer Exhibit identified as
IOR or IOE and for which you have IBM's approval to market
You may choose to assign the responsibility for warranty service to IBM,
another remarketer/Authorized Personal System Servicer (Assignee). The
Assignee must be authorized by IBM to provide warranty service for the
Machine. The Assignee must agree with you to accept the responsibility to
provide warranty service for each assigned Machine. You may choose to assign
the responsibility for warranty service for all units of a machine type to IBM
or an Authorized Personal System Servicer by specifying that choice in the
Addendum or the Profile. Alternatively, you may, at the time of sale to the
End User, choose to assign the responsibility for warranty service for an
individual Machine to either IBM or an Assignee.
You must specify on the sales receipt for each assigned machine you market,
the name and location of the party responsible for providing warranty service.
If you fail to indicate an Assignee name or location on the sales receipt, or
indicate an unauthorized name or location, you will be responsible for
warranty service for that Machine.
If you have specified either IBM or an Assignee on a sales receipt, you must
provide IBM or the Assignee, as applicable, with a copy of the sales receipt.
Such sales receipt must specify the End User's name, the machine type/model
and serial number, the date of sale, the date of delivery, and the Machine's
installed-at location.
Your assignment of responsibility for warranty service does not relieve you of
your responsibility for End User satisfaction. The responsibility for warranty
service reverts to you, if the End User is not satisfied with the warranty
service provided by your Assignee or if the Assignee loses its authorization
to provide such warranty service. You may subsequently reassign such
responsibility consistent with the provisions of this subsection. In such
event, you are responsible to provide the End User and the new Assignee with
written notice of the change.
????? assigned warranty service for all units of a machine type to IBM or an
Authorized Personal System Servicer in the Profile, you will not be required
to maintain the capability of providing warranty service for that machine
type.
If you, as an Assignee, agree with another Dealer of Industry Remarketer
(Assignor) to be responsible to provide warranty service for an assigned
Machine marketed by the Assignor the provisions of this Section applicable to
an Assignee apply to you. As an Assignee, you accept such responsibility for
each Machine for which your name is specified on the End User's sales receipt.
You may not reassign such responsibility. If, at a later date, the Assignor
loses its IBM authorization for the Machine, you will have the additional
responsibility for End User satisfaction.
Maximum Discount Provisions
When a maximum discount is indicated for a specific product, the total of all
available discounts may not exceed the stated maximum discount.
Field Installed Features and Model Conversion Discount Provisions
Field installed features and model conversions for products included in this
Exhibit may qualify for a discount percent and are so noted in the applicable
Eligible product Categories. Field installed features and model conversion for
those products that are not specifically identified as being eligible for a
discount percent are available at the IBM Single Unit Price. When model
conversions are available at a discount, the discount will be the same as the
MES discount of the converted-to model, unless otherwise noted.
IBM Licensed Programs
Permission to Copy: The Industry Remarketer is granted permission to copy IBM
Licensed Programs available under the terms of the IBM Customer Agreement and
the IBM License Agreement for Programs and Licensed Internal Code that are
included in this Exhibit unless otherwise noted.
Only IBM Licensed Programs acquired for development system installation are
eligible for the IBM testing period.
Upgrade Charges: For IBM Licensed Programs included in this exhibit, you may
order upgrades, where available, for your Development System and your end
user's systems. Upgrades are available at the same discount as the installed
licensed program for which the upgrade is being ordered unless otherwise
specified in the eligible product category.
Licensed Program Upgrade orders are included in the calculation of Minimum
Renewal Criteria as well as Annual System Revenue Performance unless
otherwise noted in the Eligible Category.
Upgrades for purposes of this section are defined as Group to Group and any
other field installable features available for the license.
When Version to Version upgrades to a licensed program are available, and are
indentified in this exhibit as available for a discount, they are eligible for
the same discount as an initial license order for the upgraded-to program.
Products installed under the Monthly License Charge option are excluded from
any Upgrade Discounts.
Process charges associated with IBM Licensed Programs are not eligible for a
discount. Programs licensed under a Monthly License Charge (MLC) are not
eligible for a discount, but may be eligible for a fee. Details are indicated
in individual Program announcements.
For IBM Licensed Programs available with a Primary License Charge (PLC) and
Annual License Charge (ALC), discounts, if any, apply only to the Primary
License Charge. Annual License Charges may have unique industry Remarketer
pricing available.
DEVELOPMENT SYSTEM PRODUCTS
---------------------------
Unless otherwise specified in this Exhibit or by IBM in writing, Industry
Remarketers may obtain the quantity of Development System Products identified
below for the Products they are approved to market within an Approved
Processor Category for use in their Development System. If an Industry
Remarketer has a Development System Product that is a Machine for which there
is a field upgrade available and the remarketer has acquired the maximum
quantity specified below, the remarketer may acquire the field upgrade (but
not a replacement machine) as a Development System Product. The maximum number
of products in other Categories that may be obtained for Development System
use is the maximum specified by IBM that may be attached to each Development
System type. Exceptions are noted in the Exhibit. The indicated quantities may
be acquired during each 12-month contract period.
PRODUCT QUANTITY
RISC System/6000 Processors 5
Power Parallel Processor 5
AS/400 processors 2
System/390 Processors 1
Finance Industry Processors 1
Network Integration Products* 5
Point of Sale Products* 10
Storage Systems Products** 10
Remarketers may be acquire the quantities indicated for each MACHINE TYPE they
are approved to market in these categories.
Remarketers authorized for the Storage Remarketer relationship may acquire up
to 10 of the products they are approved to market.
IBM Licensed Programs are available for Development System installation at a
100% discount. One copy of each authorized licensed program is available for
each Development System. Process or media charges associated with IBM LIcensed
Programs are not eligible for a discount.
INTERNAL USE OF PRODUCTS
------------------------
Unless otherwise specified in this Exhibit or by IBM in writing, you may
obtain Products from this Exhibit for internal use within your firm. The
amount and types of Products that can be purchased will be governed by the
following:
1. Internal use products are available to remarketers at the same discount as
products acquired for resale.
2. The Remarketer Value-Added Enhancement need not be installed with the
internal machines.
3. One license of each eligible licensed program authorized for the Remarketer
approved mid-range processor category may be acquired.
4. Products must be retained for 24 months.
5. The IBM stated maximums of eligible I/O per system Type/Model may be
acquired.
6. Internal use Products are only to be used in the industry Remarketer
business.
7. Remarketer may only acquire, for internal use, Products that are listed in
the IR Exhibit.
8. Products acquired for internal use do not count in determining any contract
period attainment.
ADDITIONAL DISCOUNT INCENTIVES
------------------------------
Certain products included in this Exhibit may be eligible for additional
discount incentives as defined by IBM. These additional discount incentives
are in addition to the remarketing discount specified in this Exhibit.
However, they may not, when combined, exceed any maximum discounts specified
in this Exhibit.
may change or withdraw additional discount incentive programs at any time.
INSTALLATION REQUIREMENTS
-------------------------
Products included in this Exhibit are identified as Installation by IBM (IBI)
or Customer Set Up (CSU) in the "INST" column of the Eligible Product
Categories.
End User Installation Reporting
END USER INSTALLATION INFORMATION MUST BE REPORTED TO IBM FOR ALL PRODUCTS
INCLUDED IN THIS EXHIBIT AS DESCRIBED IN SECTION 3 OF THE INDUSTRY REMARKETER
ATTACHMENT TO THE IBM BUSINESS PARTNER AGREEMENT.
Managing Industry Remarketer Product Availability
All Products included in the RISC System/6000 and AS/400 sections of this
Exhibit, as well as associated Products included in the Complementary Products
section, are available to Managing Industry Remarketers at the discounts
indicated in this Exhibit, unless otherwise noted. Products that are available
at the discounts specified in MIR Schedule "A" rather than the discounts in
this Exhibit are identified by an "A" in the MIR columns of this Exhibit.
Legend
MIR Where indicated with an "A" in this column, the Product is available at
the discount specified in the MIR Schedule A.
LIC Products indicated with a "Y" in the LIC column require a License for
Internal Code
PRC Price Reduction Credit Category
IAC Inventory Adjustment Category
INST Installation Requirement
IBI Installation by IBM
CSU Customer Set Up
VAE Value-Added Enhancement
CERT Certification Required
NA Products indicated with a "Y" in the NA column are eligible for export
between the United States and Canada under the terms and conditions
announced by IBM.
Remarketer Project Discount Guidelines
Industry Remarketers, System-Integrator Remarketers and Managing Industry
Remarketers may be eligible for the IBM Project Discount in addition to their
base discount identified in their Profile and this exhibit. The Project
Discount is applicable to all products included in this exhibit. In addition,
Industry Remarketers, System-Integrator Remarketers, and Managing Industry
Remarketers approved to sell IBM networking products may be eligible for a
Networking Products Project Discount in addition to their base discount.
1. IBM Project Discount
A Project is defined as an engagement by an IBM remarketer with a single End
User Customer which results in IBM revenue from that remarketer of at least One
Million Dollars for that specific End User engagement spanning a period of up
to two years.
The Project Discount may be 1%, 3%, or 5% based on the total amount of IBM
revenue (based on net billed amount) realized for products ordered directly
from IBM for one "project." However, for any given Product, the sum of the
remarketer's base discount and the project discount may not exceed 38%.
Eligible products will be price protected for the term of the project, not to
exceed two years from the start date of the project, at the IBM net price
available to the remarketer at the date the first order is received by IBM for
the first order for the project.
. Project Discount Schedule
--1% when IBM project revenues are equal to or greater than $1.0M, but less
than $2.5M.
--3% when IBM project revenues are equal to or greater than $2.5M, but less
than $5.0M.
--5% when IBM project revenues are equal to or greater than $5.0M.
All Current Discount Maximums indicated in this exhibit continue to apply.
The project discount is applicable for qualifying engagements for end user
installations in OTHER than Federal Government Accounts.
Please refer to IBM announcement letter 595-035 dated May 9, 1995, for
additional details.
2. IBM
Industry Remarketers, Systems-Integrator Remarketers, and Managing Industry
Remarketers, approved to sell IBM networking products may be eligible for the
IBM Project Discount for Networking Products in addition to their base
discount.
A Project is defined as an engagement by one of IBM's remarketers with a single
end user to develop, re-engineer, or migrate a well-defined business solution
which results in IBM networking product revenue from that remarketer of $500K
or more over a period of up to two years.
The Project Discount for Networking Products may be 3%, 5%, or 7%, based on the
total amount of IBM revenue for networking products ordered directly from IBM
for one project. For any given product, the sum of the remarketer's base
discount and the earned Project Discount for Networking Products may not exceed
45%.
Networking Products Project Discount Schedule
. 3% when IBM project revenues are equal to or greater than $500K, but less
than 1.0M or
. 5% when IBM project revenues are equal to or greater than $1.0M, but less
than $2.0M, or
. 7% when IBM project revenues are equal to or greater than $2.0M
Only IBM networking products ordered directly from IBM, which are remarketed
for a project, count toward the Total IBM Networking Project Revenue. Products
ordered through IBM Direct or IBM PC Direct on behalf of the end user, and
products ordered from other remarketers, are excluded. THe project discount
applies only to networking products included in the Industry Remarketer Exhibit
Categories D, D1, and G2 (excluding the IBM 3174). The remarketer may aggregate
IBM networking product revenue for adapter cards and 82xx LAN hubs not included
in the Industry Remarketer Exhibit towards the revenue levels. However, these
aggregation products are not eligible for the additional project discount.
The Networking Products Project Discount is applicable for qualifying
engagements for end user installations OTHER than Federal Government Accounts.
All Current Discount Maximums indicated in this exhibit continue to apply.
Net prices for the specific project will be maintained from the time IBM
receives the first order through the term of the project, not to exceed two
years, unless the additional project discount is changed at the half-way
review. IBM Single-Unit Purchase Price reductions that occur during the project
period will be available to the remarketer.
Remarketers submitting a project discount request for IBM products can also
utilize the IBM Networking Products Project Discount if the IBM networking
revenue content exceeds the revenue levels described in this announcement. IBM
Networking project revenue will aggregate towards the achievement of the total
IBM product project revenue levels as described in Remarketer Announcement 595-
035, dated May 9, 1995. If the project revenue IBM receives from the remarketer
meets the IBM networking project revenue levels, the remarketer should submit
two Project Discount Forms.
Please refer to IBM announcement letter, 595-097, dated October 10, 1995, for
additional details.
IBM Printing Systems Company Printers
-------------------------------------
IBM Printing Systems Company Printers are automatically available to Industry
Remarketers for marketing under the terms, conditions and discounts specified
in the IBM Printing Systems Company Remarketer (PCR) Exhibit (Z125-5066).
Please refer to the PCR Exhibit for specific details.
The printers from the IBM Printing Systems Company may be marketed to end users
without the standard Value-Added Enhancement requirement.
Eligible Product Table: Categories by Processor Type
SYSTEM
SYSTEM TYPES UNITS ELIGIBLE PRODUCT CATEGORIES
NETWORK
PRODUCT RISC SYSTEM IBM POS GRAPHICS INTEGRATION STORAGE
CATEGORIES 6000* AS/400 PRODUCTS SYSTEM/390 PS/2 PRODUCTS PRODUCTS PRODUCTS
Primary A B C E D
C1 E1
Complementary
Products:
Displays G1 G1 G2 G2
G2 G2
H2 S1 S5 H1 S1 H1 S1*** S1 S4
Storage Products H3 S2 H2 S2 H2 S2 S2 S5
S3 S4 S3
S4
Graphics
Products 00 00 00
Xxxxxxx Xxx. X0* X0* X0* X0*
Products
K1 K1 K1 K1
Miscellaneous K2 K2 K2 K2
K5 K5 K5
Printers K4 K4 K4 K4 K4
IBM Licensed X X X X0 X X/X X0 XX
Program D1 B1 C2 F Q M
Categories: F F O N
M N Y O
O O SS
P P
SS X
X
Y
Miscellaneous IBM Licensed Program Categories:
?? Value-Added Enhancement Qualifying Licensed Programs -A1
* Selected IBM Products may required unique approvals
*** 9348 only
IBM RISC SYSTEM/6000
Products included in this section are available to IBM Authorized Industry
Remarketers approved for the IBM RISC System/6000. Category A Products are
eligible for the discounts identified in the RISC System/6000 Discount Schedule
below. Individual remarketer's specific discounts are identified in their
Industry Remarketer Profile. RISC System/6000 Industry Remarketers may so
acquire Products from the Complementary Products section of this Exhibit in
Categories X0, X, X0, X0, X0, X0, X0, X0, X0, X0, X , K4, K5, M, O, P, S1, S2,
S3, S4, S5, SS, X, and Y. Products acquired from this section, as well as
Products acquired from the Complementary Products section, aggregate toward the
RISC System/6000 Annual System Revenue Performance unless otherwise noted.
Hardware Development
Annual System Revenue Performance Remarketing Discount Discount
Entry (less than $500K) 25% 50%
$500,000 - 999,999 30% 50%
$1,000,000 - 1,499,999 31% 50%
$1,500,000 - 2,499,999 32% 50%
$2,500,000 - 4,999,999 34% 50%
$5,000,000 - 9,999,999 35% 50%
$10,000,000 - 14,999,999 36% 50%
$15,000,000 and over 37% 50%
Category A
Machines(/1/)
MES orders for machines included in this Category are available at a 35%
discount.
MACHINE
TYPE DESCRIPTION NA MIR LIC IAC INST NOTES
* 7013 models J01 and
6094(8) Spaceball 3-D Input Device (Model 030) Y A N 6 CSU J30 are CSU.
MES features and model
7006 RISC System/6000 Graphic Workstation Y A Y 10 CSU conversions remain IBI.
**The 0562 and 0463 are
NOT eligible for Price
7009 RISC System/6000 Compact Server Y A Y 10 CSU Reduction
Protection and are not
eligible for return to
7011 POWERstation/POWERsvr Y A Y 10 CSU IBM. The 7231
is not eligible for
7012 POWERstation/POWERsvr Y A Y 10 CSU return to IBM.
7013* XXXXXxxxxxxx/XXXXXxxx X X X 00 XXX
(1) You are authorized
to initially install
7015(11) POWER/SERVER Y A Y 6 IBI your programs and
related IBM Licensed
Programs, at your
7016 POWERstation N A Y 6 IBI authorized
location, on RISC
System/6000 processors
7024 RISC System/6000 Server Y A Y 10 CSU subject to the
provisions of Section
17 on the IBM Business
7025 RISC System/6000 Server Y A Y 10 CSU Partner
Agreement, Remarketer
7030 RISC System/6000 Graphic Workstation Y A Y 10 CSU General Terms.
7237** RISC System/6000 Graphic Accelerator Y A N -- IBI
(8) These Products are
available for marketing
7247 ThinkPad Power Series 820 N A N 10 CSU without the
standard value-added
7248(8) RISC System/6000 43P PowerPC Workstation Y A N 10 CSU enhancement requirement.
7249 ThinkPad Power Series 850 N A N 10 CSU
(9) Individual
authorization is
7250 Power GXT1000 Graphic Accelerator Y A Y 6 IBI required for IBM RISC
System/6000
remarketers to be
7318 Serial Communications Network Server Y A Y 6 CSU eligible to market the
IBM PowerParallel
System Type 9076. This
7319 Fiber Channel Switch/Adapter Y A Y 6 IBI Product is
not eligible for the
7596(10) IBM Cross-Platform Server N -- Y c IBI Project Discount.
0463(6)** Software Customization/Factory N -- N -- CSU
(10)The 7596 is
available at a single
Installation Option Remarketing Discount
of 20% for both new
machines and field
0562(6)** Prestoserve N A N -- CSU installed
features and model
9076(9) IBM PowerParallel System 2 (SP2) Y A Y 6 IBI conversions.
Scalable Parallel Processor
(11)The 7015 Model ROO
System Rack is available
in
Category S5.
Note:
Software Customization for
(0) 0000-000 AIX/6000
Prestoserve Factory
0463-002 Installation Option
CCS Software Package
0463-SW1 Solutions
0000-000 Xxxxxxxxxxx for AIX/6000
IBM RISC System/6000 (Continued)
Category A (Continued)
IBM Licensed Programs
PROGRAM
NUMBER PROGRAM DESCRIPTION NA MIR NOTES
AIXwindows
5601-257(4) Environment/6000 Y A * Maximum Remarketing Discounts:
AIX Personal Computer
5601-263* Simulator/6000 Y A 5601-263 Processor Categories D5 & E5 = 30%
5601-457(7) AIX XStation Manager Y A 5765-083 = 20%
AIX Optimization
5621-013 Subroutine Library/6000 N A 5621-027 = 10%
5621-027* Resource License Manager N A
Permission to copy is
NOT granted for the
following Licensed
Programs:
DB2 Client Application
5622-129 Enabler/2 N A 5696-623
IBM NetView FTP Client
5622-242 for AIX Y -- 5696-624
IBM Intelligent Miner
5648-127 for AIX N A 5696-735
IBM Software Upgrade
Protection Plan for AIX
5692-ADV and UNIX Y A 5696-925
IBM Realtime Interface
5696-038 Co-Processor AIX N A 5765-083
5696-523(7) SDE Integrator/6000 N A 5765-421
5696-524(7) SDE WorkBench/6000 Y A 5765-423
5696-551(7) FORTRAN POWERbench Y A 5765-448
AIX Performance
5696-623(7) Toolbox/6000 Y A 5765-496
AIX Performance
5696-624(7) Aide/6000 Y A 5756-526
AIX HIPPI Driver
5696-658(7) Group/6000 Y A 5765-598
AIX File Storage
5696-708(7) Facility/6000 Y A 5765-599
AIX Ultimedia
5696-709 Services/6000 Y A 5765-628
5696-733(7) C+ + POWERbench V2 N A 5765-651
AIX Distributed
5696-735 SMIT/6000 Y A 5799-QQP
5696-761(7) XXXXX XXXXXxxxxx/0000 X X
0000-000 XXX AIX X.25 V1.1 Y A + These IBM RISC System/6000 AIX Programs are
IBM InfoCrafter for AIX
5696-893(7) V2 Y -- subject to unique terms and conditions. Please
IBM InfoExplorer
5696-898 Licensed Extension V1 Y -- refer to the Industry Remarketer Attachment
5696-899(7) IBM Performance Aide V2 Y A (Z125-4805), Section 8, for details.
IBM Performance Toolbox
5696-900(7) V2 Y A
IBM Distributed SMIT for
5696-902(7) AIX V2.1 Y A (3) Aggregation toward Annual System Revenue
IBM AIX Windows Display
5696-904 PostScript V1.1 Y A Performance does not apply.
IBM Multimedia Services
5696-906(7) V2.1 for AIX Y A
PEX and PHIGS V4.1 for
5696-907(7) AIX Y A (4) When ordered for installation on an IBM 9076,
IBM Hypertext
Information Base
5696-919 Libraries V1 Y -- this Product receives the same discount as the
5696-923(7) AIX HACMP/6000 Y A IBM 9076 processor.
5696-925 MultiView Mascot N A
5696-926 IBM AIXlink/X.25 V1.1 Y A (7) When Version to Version upgrades to a licensed
5696-933(7) HACMP for AIX V4 Y A program are available, they are eligible for the
OpenGL and GL 3.2, V4.1
5696-939(7) for AIX Y A same discount as an initial license order for the
IBM SNA Application
5696-943 Access for AIX Y A upgraded-to program.
IBM SNA Client Access
5696-944 for AIX Y A
5697-021(7) IBM Netware for AIX Y A
5697-024(3) IBM Lan Server for AIX Y A
IBM Wireless Network
5697-204 Access Server N A
Multimedia Server for
5697-213 AIX Y --
AIXwindows Interface
5756-027(7) Composer/6000 N A
5756-030+(4) AIX For RISC System/6000 Y A
5765-001(7) IBM AIX Direct Talk/6000 Y A
Numerical Control Post
Processor Generator
5765-003 Library/6000 N --
AIX X-Windows 3270
5765-001(7) Emulator/6000 Y A
5765-012 AIX APL 2/6000 Y A
AIX XL Fortran Runtime
5765-019(7) Environment/6000 Y A
IBM AIX Consumer
Transaction
5765-022 Definition/6000 N A
5765-042(7) IBM AIX ESSL/6000 Y A
IGES Processor for AIX
5765-083* and UNIX N A
5765-091(7) AIX Host Link/6000 N A
AIX Communications
5765-092(7) System/6000 N A
5765-093(7) AIX Tools/6000 N A
AIX Communications
5765-094 Protocol Programs/6000 N A
AIX Data Collection
5765-096 Device Support/6000 N A
AIX Entry Communications
5765-097(7) System/6000 N A
5765-145(4) IBM Loadleveler Y A
For Processor Group Information refer to Exhibit IBM RISC System/6000 Machines
(Z125-8309).
Category A (Continued)
IBM Licensed Programs
Program Number Program Description NA MIR Notes
AIX XL Fortran * Maximum Remarketing Discount:
5765-176(7) Compiler/6000 Y A 5765-526=30%
** Standard Remarketing Discount:
5765-186 C Set + + for AIX/6000 Y A 5765-496=30%
(3) Aggregation toward Annual
AIX 5086 Connectivity System Revenue Performance does
5765-195 Enabler/6000 V1 N A not apply.
(4) When ordered for installation
on an IBM 9076, this Product
receives the same discount as IBM
5765-198 IBM AIX Query/6000 N A 9076 processor.
(5) Single Remarketer Discount
5765-207(7) IBM CMVC for AIX Systems Y A for 5799-QQP=20%.
5765-217 DB2 Client Application N A (7) When version to Version
Enabler/DOS upgrades to a licensed program
are available, they are eligible
for the same discount as an
initial license order for the
upgraded-to program.
5765-218 DB2 Client Application N A
Enabler/6000
AIX XL Pascal
5765-245 Compiler/6000 Y A
0000-000 XXX AIX SNA Server/6000
V2 N A
AIX 5080 Emulation Y A
5765-249 Program/6000
5765-261 IBM AIX SNA Gateway/6000
V2 N A
5765-266(7) IBM AIX CallPath Y A
Server/6000
IBM AIX Async Terminal
Server-Accelerator/6000
5765-268 for Ethernet Y A
5765-273 IBM Printing Systems
Manager for AIX N A
AIX Parallel System Y --
5765-296 Support Program V1
5765-315(7) Wabi for AIX V2 Y A
5765-326 IBM Visualizer Query for N A
AIX/6000
DB2 Parallel Edition for
5765-328 AIX/6000 Y --
0000-000 XXX AIX NetBIOS and IPX
and SPX Support/6000 Y A
IBM Parallel OSL for Y A
0000-000 0000/SP2 and SP1 Systems
5765-393(7) IBM AIX Version 4.1 Y A
5765-398(7) IBM 3270 Host Connection N A
for AIX
5765-400(7) IBM UIM/X for AIX Y A
5765-418 IBM Data Encryption Y
Standard Library
Routines A
5765-419 Desktop SNA for AIX Y A
5765-421(7) IBM C Set + + for AIX Y A
5765-422(3,7) IBM Parallel ESSL for Y A
AIX V4
5765-423 IBM C for AIX Y A
5765-435 IBM NetView FTP Server
for AIX Y --
IBM Recoverable Virtual Y A
5765-444 Shared Disk for AIX
5765-448 C Set + + for Solaris
Operating System N A
5765-449 IBM XXXXX for AIX N --
IBM Automatically
Programmed Tool for AIX
5765-496**(7) (APt/WS) N A
5765-505(7) Print Services Facility
for AIX V2 N A
5765-509(7) Soft5080 for AIX V3 Y A
5765-526*(7) IBM XL FORTRAN Runtime
Environment for AIX Y A
5765-528(7) Soft 5080 for AIX V4 Y A
AIX Parallel System
5765-529 Support Program V2 Y --
5765-541 IBM Printing Systems
Manager GUI for AIX N A
5765-542 IBM Soft 5080 for AIX V2 N A
5765-543(3,7) Parallel Environemnt for
AIX V2 Y A
5765-544(3,7) IBM PVME for AIX V2 Y A
5765-550(7) IBM NetBIOS and IPX/SPX Y A
5765-551 AIX HIPPI/6000 Y A
5765-552 Starworks for AIX V2 N A
5765-560(7) 5086 Connectivity
Enabler for AIX V2 Y A
5765-582 SNA Server for AIX V3.1 Y A
IGES Doctor for AIX and
5765-588 UNIX N A
5765-598(3) IBM NWAYS Campus
Manager-ATM for HP-UX V1 N A
IBM NWAYs Campus Manager N A
5765-599(3) Suite for HP-UX V1
5765-603 ESCON Channel
Connectivity Y A
5765-604 Block Multiplexer Y A
Channel
Netscape Commerce Server
5765-624 V1 N A
5765-628(3) IBM NWAYS Campus
Manager-LAN for HP-UX V1 N A
IBM Internet Connection N A
5765-638 Server for AIX
5765-645 IBM Parallel ESSL for
AIX V3 N A
5765-651 Windows NT Y A
IBM Communications
5765-652 Server for AIX V4 N A
5765-653(7) Solaris V2 Desktop
Operating System Y A
IBM Performance Toolbox N A
5765-654 for AIX V2
5765-655 AIX V4 N A
5765-659 Open GL and GL 3.2 for N A
AIX
5765-660 PEX and PHIGS for AIX N A
5765-591 IBM Soft 5080
Hostconnect for AIX N A
IBM AIX Speech Y A
5777-WCN Client/6000
5777-WCP IBM Speech Client/2 Y A
5777-WCQ IBM AIX Speech Server/2 Y A
7596 Distributed
5799-QQP(5) Resource Broker PS0156 N N
Note: For Processor Group Information refer to Exhibit IBM RISC System/6000
Machines (Z125-8309).
IBM RISC SYSTEM/6000 (CONTINUED)
Category A1
Value-Added Enhancement Qualifying Licensed Programs
The following IBM Licensed Programs are available to RISC System/6000 Industry
Remarketers who have been approved for products as their Approved Value-Added
Enhancement. These Products are eligible for the discounts specified in this
subsection and are aggregated toward the RISC System/6000 Annual System revenue
Performance.
These products are available to MIRs when their XXX is approved for the
Products as their VAE.
IBM Licensed Programs
Program Remarketing
Number Program Description Discount MIR Notes
Professional CADAM: If a Program is offered under a Primary
License Charge/Annual License Charge, the
5696-041* View 38% -- indicated discount applies only to the Primary
5696-138* Drawing Xxxx-Up Facility 38% -- License Charge.
5696-706* Variational Design System 38% -- Note: The 100% Development Discount is
5696-885* Graphics Enabler 38% -- applicable to the OTC only.
5696-938* MCX Translator 38% --
* Permission to copy is not granted for this
5697-166(1) Total Info and Plan Sys FM 35% A program.
5697-258* Hybrid Raster 38% --
(1) When Version to Version upgrades to a
5756-091* 3D Surface Design 38% -- licensed program are available, they are
5756-092* Manufacturing System 38% -- eligible for the same discount as an initial
5756-093* Machining Center 38% -- license order for the upgraded-to program.
5756-094* Interactive Design 38% --
5756-095* Access IUE 38% --
5756-096* Interactive Solids Design 38% --
5756-295* CADEX: Intelligent Data Integrator 38% --
5756-296* MCAE Interfaces 38% --
5756-297* AEC Schematics 38% --
5765-020 Numerical Control Post Processor 38% --
Generator/6000
5765-068 CAMkit/6000 38% --
5765-474* IBM 3D Interaction Accelerator 30% --
CATIA:
5626-CCD* CADAM Drafting 38% --
5626-IUE* CADAM IUE 38% --
5626-MU2* CATIA/CADAM 2D Xxxx and Annotation 38% --
5626-MCX* CATIA/CADAM MCX Translator 38% --
5626-RAS* CATIA/CADAM Hybrid Raster 38% --
IBM Architecture & Engineering Series:
5696-054(1) Graphics Application 35% A
5696-055(1) Rendering Application 35% A
5696-057(1) HVAC Application 35% A
5696-060(1) Structural Application 35% A
5696-061(1) Piping Application 35% A
5765-227 Loadleveler to SUNOS SparCstation Systems 38% --
5765-228 Loadleveler for Silicon Graphics, IRIX 38% --
5765-287 Loadleveler for HP-UX Systems 38% --
Note: For Processor Group Information refer to Exhibit IBM RISC SYstem/6000
Machines (Z125-8309).
IBM AS/400
Products included in this section are available to IBM Authorized Industry
Remarketers approved for the IBM AS/400. Category B Products are eligible for
the discounts identified in the AS/400 Discount Schedule below. Individual
remarketer's specific discounts are identified in their Industry Remarketer
Profile. AS/400 Industry Remarketers may also acquire Products from the
Complementary Products section of this Exhibit in Categories F, G1, G2, G3,
H1, H2, J1, J2, K1, K2, K4, K5, N, O, P, S1, S2, S4, ??? X. Products acquired
from this section, as well as those acquired from the Complementary Products
section, aggregate toward the Annual Revenue Performance unless otherwise
noted.
HARDWARE
REMARKETING DISCOUNT DEVELOPMENT DISCOUNT
ANNUAL SYSTEM REVENUE
PERFORMANCE 9401 9402 9404 9406 I/O & SW ALL PRODUCTS(1)
Entry (Less than $1,000,000) 15% 31% 29% 27% 28% 50%
$1,000,000 - 2,999,999 15% 33% 31% 29% 30% 50%
$3,000,000 and over 15% 35% 33% 31% 32% 50%
CATEGORY B
Machines
MES orders for Machines included in this Category are available at the
Remarketing Discount indicated below and at the same Development Discount as
the base machine on which it will be installed, unless otherwise noted.
NOTES
* The 9402 Model 200,
Model 400, and Model
MACHINE 40S are CSU. The 9402
TYPE DESCRIPTION MES MIR LIC IAC INST Models 236 and 436 are
available at a 22%
9401 AS/400 Portable One 29% -- Y 6 CSU discount for new ma-
9402* System Unit 29% A Y 6 IBI* chine orders and a 29%
9404 System Unit 29% A Y 6 IBI discount for MES or-
9406(3) System Unit 29% A Y 6 IBI ders. The 9402 Model
5299** Terminal 30% A N 5 CSU 236 is available for
Multiconnector Model marketing without the
003 standard Value-Added
9331 Diskette Unit 30% A N 7 IBI Enhancement require-
9337(2) Disk Array Subsystem 30% A Y 7 IBI ment.
9480 AS/400 Wireless LAN 30% A N 6 CSU
Access Points
2482 AS/400 Wireless 30% A Y 6 CSU
Portable Transaction
Computer (PTC)
2483 AS/400 Integrated 30% A Y 6 CSU
Laser PTC
2484 AS/400 Industrial PTC 30% A Y 6 CSU
2486 AS/400 Wireless Data 30% A N 7 CSU
Collection Portable
Transaction Computer
** 5299 Development Sys-
tem Products avail-
able via Special Bid
Note: You are authorized to initially install your programs and related IBM
Licensed Programs on the AS/400, at your authorized location, subject to the
provisions of Section 17 of the IBM Business Partner Agreement, Remarketer
General Terms.
(1) Development System Discounts for AS/400 Processors (any models not listed
are available at a 50% Development Discount). The Development System
Discount for a model conversion will be the same as the discount percent
associated with the converted-to-model. Exception approval is required for
eligibility to order 9406 Models 320, 53S, and 530 as development systems.
PROCESSOR DISCOUNT %
9401 P03 Remarketers may acquire up to ten 9401 Model P03's for
Development System use each contract period.
9406 X00, X00, X00, X00, X00, X00 35%
9406 310, 320, 530, 53S 35%
(2) The 9337 is available at a 40% remarketing discount and 50% development
discount. 9337 Models 040 (See Sales Manual) and 140 do not contain LIC.
Industry Remarketers authorized for the 9406 may market the 9337 without
the standard Value-Added Enhancement requirement.
(3) Maximum Remarketing discount for the 9406 Model 53S = 27%.
IBM AS/400 (Continued)
Licensed Programs
Version to Version upgrades to a licensed program are available, they are
eligible for the same discount as an initial license order for the upgraded-to
program.
PROGRAM
NUMBER PROGRAM DESCRIPTION MIR NOTES
5620-WCL** Win400 for Clipper A ** Permission to
copy is
not granted for
these licensed
programs.
5620-WIN** Win400 Full Product A
5636-PUB AS/400 CD-ROM Collection Kit A
5716-AF1 Advanced Function Printing Utilities for OS/400 A
5716-BR1 Backup Recovery and Media Services for OS/400 A
5716-CB1 Integrated Language Environment COBOL for OS/400 A
0000-XX0 Xxxxx-xx-Xxxx Communications Utility for OS/400 A
Application Development ToolSet Client Server
5716-CL1 for OS/400 A
5716-CM1 Communications Utilities for OS/400 A
5716-CP2 CallPath for OS/400 A
5716-CR1 Cryptographic Support for OS/400 A
5716-CX2 Integrated Language Environment C for OS/400 A
5716-CX4 VisualAge C++ for OS/400 A
5716-DB1 System/38 Utilities for OS/400 A
5716-DCT Language Dictionaries for OS/400 A
5716-DFH CICS for OS/400 A
DataPropagator Relational Capture and Apply for
5716-DP1 OS/400 A
5716-DS1 Business Graphics Utility for OS/400 A
5716-ES1 System View OMEGAMON Services/400 A
5716-FNT Advanced Function Printing Fonts for OS/400 A
5716-FN1 Advanced Function Printing DBCS Fonts for OS/400 A
0000-XX0 XXX File Services for OS/400 A
5716-JS1 Job Scheduler for OS/400 A
5716-MG1 SystemView Managed System Services for OS/400 A
5716-MQ1 MQSeries for OS/400 A
0000-XX0 XXX Message Services for OS/400 A
5716-MW1 ManageWare for OS/400 A
0000-XX0 XXX Communication Subsystem for OS/400 A
5716-PD1 Application Program Driver for OS/400 A
5716-PT1 Performance Tools for OS/400 A
5716-PW1 Application Development ToolSet for OS/400 A
5716-QU1 Query for OS/400 A
5716-RG1 Integrated Language Environment RPG for OS/400 A
5716-SM1 SystemView System Manager for OS/400 A
5716-SS1 Operating System/400 V3R6 A
5716-STK SOMobjects Developer ToolKit for OS/400 A
DB2 Query Manager and SQL Development Kit for
5716-ST1 OS/400 A
5716-SV1 ADSTAR Distributed Storage Manager for OS/400 A
5716-UB1 Ultimedia Business Conferencing for OS/400 A
5716-US1 Client Access Ultimedia Tools for OS/400 A
0000-XX0 XxxxxxXxx Host Services for OS/400 A
5716-WP1 OfficeVision for Os/400 A
5716-XA1 Client Access A
5716-XZ1 LAN Server for OS/400 A
5733-CSM** BrioQuery Designer--Macintosh V3 A
5733-CSN** BrioQuery Explorer--Macintosh V3 A
5733-CLP** BrioQuery Navigator--Macintosh V3 A
5733-CSQ** BrioQuery Designer--Windows V3 A
5733-CSV** BrioQuery Explorer--Windows V3 A
5733-CSW** BrioQuery Navigator--Windows V3 A
5733-CS8** DAL Server A
5733-080 IBM Application Dictionary/400 A
IBM Distributed Computing Environment Base
5733-167 Services/400 A
IBM Report/Data Archive & Retrieval System for
5733-218 OS/400 -
IBM Image Plus Workfolder Appl Facility V3 for
5733-228 OS/400 A
NOTE: For Processor Group Information, refer to the Exhibit - IBM AS/400
Machines (Z125-4125).
IBM AS/400 (Continued)
Category B (Continued)
IBM Licensed Programs (Continued)
M
PROGRAM I
NUMBER PROGRAM DESCRIPTION R NOTES
5763- Advanced Function Printing Utilities/400 A
AF1
5763-BA1 AS/400 Basic A
5763-BR1 Backup Recovery and Media Services/400 A
5763-CB1 Integrated Language Environment COBOL/400 A
5763-CD1 CoOperative Development Environment/400 A
0000-XX0 Xxxxx-xx-Xxxx Communications Utility/400 A
5763-CL1 Application Development ToolSet Client Server/400 A
5763-CM1 Communications Utilities/400 A
5763-CP2 CallPath/400 A
5763-CR1 Cryptographic Support/400 A
5763-CX2 Integrated Language Environment C/400 A
5763-DB1 AS/400 System/38 Utilities A
5763-DCT Language Dictionaries/400 A
5763-DFH CICS/400 A
5763-DM1 SystemView Information Warehouse DataHub Support/400 A
5763-DP1 DataPropagator Relational Capture and Apply/400 A
5763-DS1 AS/400 Business Graphics Utility A
5763-ES1 SystemView OMEGAMOM Services/400 A
5763-FNT Advanced Function Printing Fonts/400 A
5763-FN1 Advanced Function Printing DBCS Fonts/400 A
0000-XX0 XXX File Services/400 A
5763-MC1 RM/COBOL-85 for the AS/400 A
5763-MG1 System Managed System Services/400 A
5763-MQ1 Message Queue Manager/400 A
0000-XX0 XXX Message Services/400 A
5763-MW1 SystemView ManageWare/400 A
5763-OS1 OSI Communications Subsystem/400
5763-PD1 Application Program Driver/400 A
5763-PL1 AS/400 PL/I A
5763-PS1 AS/400 Pascal A
5763-PT1 Performance Tools/400 A
5763-PW1 Application Development ToolSet/400 A
5763-QU1 Query/400 A
5763-RG1 Integrated Language Environment RPG/400 A
5763-SM1 SystemView System Manager/400 A
5763-SS1 Operating System/400 V3 A
5763-ST1 DB2/400 Query Manager and SQL Development Kit A
5763-SV1 ADSTAR Distributed Storage Manager/400 A
5763-UB1 Ultimedia Business Conferencing/400 A
5763-UM1 Ultimedia Mail/400 A
5763-US1 Client Access/400 Ultimedia Tools A
5763-VG1 VisualGen Host Services for OS/400 A
5763-VR1 AS/400 VRPG Client/2 A
5763-WP1 Office Vision/400 A
5763-XA1 Client Access/400 Family A
5763-XZ1 LAN Server/400 A
5798-JS2 Job Scheduler for OS/400 A
5798-RYF IBM Window Tool/400 A
5798-RYY RadioPac/400 A
5798-RYZ PagerPac/400 A
5798-RZJ JustMail/400 V3
5798-RZK Neural Network Utility/400 A
5798-RZT Facsimile Support/400 A
5798-RZW KnowledgeTool Runtime/400 A
5798-RZX KnowledgeTool Development/400 A
5798-TAA TCP/IP File Server Support/400 A
5798-TAQ JustMail for OS/400 A
5798-TBA Neural Network Utility for OS/400 A
5798-TBC PagerPac for OS/400 A
5798-TBD RadioPac for OS/400 A
5798-TBE UNIX Connection Program for OS/400 A
5798-TBF Distributed Computing Environment Base Services for OS/400 A
0000-XXX Xxxxxxx XXX for OS/400 A
5798-TAT KnowledgeTool Runtime for OS/400 A
5798-TAW KnowledgeTool Development TookKit for OS/400 A
5798-TAY Facsimile Support for OS/400 A
5798-TAZ TCP/IP File Server Support for OS/400 A
Note: For Processor Group Information, refer to the Exhibit--IBM AS/400
Machines (Z125-4125).
IBM AS/400 (Continued)
Category B (Continued)
IBM Licensed Programs (Continued)
M
PROGRAM I
NUMBER PROGRAM DESCRIPTION R NOTES
5799-DHP SuperC Compare Utility/400 A
5799-DNP System C/400 PRPQ A
5799-JS3 Job Scheduler for OS/400 PRPQ V2 A
5799-XCR Preinstall Planning Manuals --
5799-XDH IBM Security ToolKit for OS/400 V2 R3 A
5799-XDJ IBM Security ToolKit for OS/400 V3 R1 A
5799-XDK IBM Security ToolKit for OS/400 V3 R6 A
Note: For Processor Group Information, refer to the Exhibit--IBM AS/400
Machines (Z125-4125).
IBM AS/400 (Continued)
Category B (Continued)
IBM Licensed Programs (Continued)
M
PROGRAM I
NUMBER PROGRAM DESCRIPTION R NOTES
IBM System 36/38 Licensed Programs
S/36 Financial Transaction Processing --
5668-883 System
5710-CAT S/36 Computer Assisted Training 1.2 --
5714-MG1 S/38 Migration Aid --
5727-BR1 S/36 Business Report Applic. Devel. System --
5727-MG1 S/36 Migration Aid --
5796-PZK X/00 XX/XXXXX Xxxxxxxx & Xxxxxxx --
0000-XXX S/36 Fixed Asset Acctg. and Control System --
5798-RPT S/36 Strategic Profit Model II --
5798-RPX S/36 Retrieval/36 --
5798-RRW S/36 Electronic Spreadsheet --
5799-BKP S/38 File Support Utilities for PC & XT --
5799-BTZ S/38 IBM System/38 Transfer Facility --
5799-CGJ S/36 IPDS Graphics/Text Merge PRPQ --
5799-CGK S/36 IPDS Advanced Functions PRPQ --
5799-EYY S/36 Consolidated Software Package --
S/36 Response Time Measurement Facility --
0000-XXX XXXX
5799-WYL S/36 APPC Multiple LU Support PRPQ --
AS/400 Advanced 36 Licensed Programs
5716-ASM Assembler and Macro Processor A
5716-BAS BASIC A
5716-BGU Business Graphics Utility A
5716-CBL COBOL A
5716-DCN DW/36 Language Dictionaries A
5716-DEM 3278 Device Emulation A
5716-DSU Development Support Utilities A
5716-DWT DisplayWrite/36 A
5716-FOR FORTRAN A
5716-PK1 BasePac A
5716-PK2 OfficePac A
5716-QRY Query/36 A
5716-RPG RPG II A
5716-SSP System Support Program A
5716-UTL Utilities A
5716-PCS Personal Computer Support/36 A
5716-PSV Personal Services/36 A
5727-ASM Assembler and Macro Processor A
5727-BAS BASIC A
5727-BGU Business Graphics Utilities (BGU) A
5727-CBL COBOL Compiler and Library A
5727-DCT DisplayWrite/36 Language Dictionary A
5727-DEM 3278 Device Emulation A
5727-DSU Development Support Utility (DSU) A
5727-DWT DisplayWrite/36 A
5727-FOR FORTRAN IV A
5727-LAN LAN Communications A
5727-PCS PC Support/36 A
BasePac/36 (includes SSP, UTL, RPG, QRY, A
5727-PK1 and PCS)
Note: For Processor Group Information, refer to the Exhibit--IBM AS/400
Machines (Z125-4125).
IBM AS/400 (Continued)
Category B (Continued)
IBM Licensed Programs (Continued)
Program Number Program Description MIR Notes
AS/400 Advanced 36 Licensed Programs (Continued)
5727-PK2 OfficePac/36 (includes DWT, DCT, and PSV) A
5727-PSV Personal Services/36 A
5727-QRY Query/36 A
5727-RPG RPG II A
5727-SSP System Support Program (SSP) A
5727-UTL Utilities A
5799-FQQ Response Time Measurement Facility A
5799-FQR Distributed System Node Executive (DSNX/ND) A
5799-FQP IPDS Advanced Function Printing A
5799-QFP Response Time Measurement Facility PRPQ A
5799-QFQ DSNX-ND (Distributed System Node Executive) PRPQ A
5799-QFR X.25 Synchronous Autodial PRPQ A
5799-QHK IPDS Advanced Function Printing PRPQ A
Client Series Software
5733-CSB SNA*ps 5250 GC A
0000-XXX XXX*xx Xxxxxxx A
5733-CS5 SNA*ps Emulator A
5733-CS7 DAL Server A
5733-CS9 DAL Client A
IBM AS/400 (Continued)
Category B1
The following IBM Licensed Programs are available to AS/400 Industry
Remarketers at the discounts specified below. These programs are aggregated
toward the AS/400 Annual System Revenue Performance.
IBM Licensed Programs
M
PROGRAM REMARKETING I
NUMBER PROGRAM DESCRIPTION DISCOUNT R NOTES
5620- Real Vision Imaging Software 25% A * Permission to copy is
ABL*** not granted for these
programs.
5621-047 IWPM/2 25% -- ** This product is a no-
5621-211 IWPM/DOS for Windows 25% -- charge PRPQ and is
5622-055 IBM Current--OfficeVision/400 35% -- NOT available for a
5696-006 Workgroup 25% A discount. Permission
5696-024 AS/400 Intro to Data Communications 25% A to copy is not
AS/400 System Using the System/36 granted for this
Environment program.
5696-025 AS/400 System for the Experienced A *** One development copy
System/38 Implementer 25% of 5620-ABL is
5696-026 AS/400 Control Language Programming 25% A available directly
5696-027 Workshop 25% A from Real Vision,
5696-029 AS/400 Interactive Program Design 25% A Inc. The 100%
5696-030 RPG/400 Interactive Programming 25% A development discount
5696-034 Workshop 25% A through IBM does not
5696-431 AS/400 Relational Data Base Design and -- apply. Permission to
Coding 25% copy is not granted
COBOL 400 Interactive Programming for this program.
Workshop
IBM Personalized Learning Series--
OfficeVision/400 Implementation
5733-056 Manage/400 Course for AS/400 25% A
5733-072 IDM Medical RecordPlus/400 V2 35% A
5733-129 Discover Education OfficeVision/400 25% --
Support
5733-130 Discover Education OfficeVision/400
Support Additional Topics 25% --
5733-131 Discover Education AS/400 25% --
Implementation Series
5733-132 Discover Education OfficeVision/400 25% --
Support Series
5733-133 Discover Education AS/400 Education 25% --
Library
5733-141 IBM Discover Education RPG/400 25% --
Programming
5733-143 Getting Started with PC Support/400 25% --
0000-000 XXX Discover Education PC Support/400 25% --
5733-174 Discover Education Using Query/400 25% --
5733-175 Discover Education AS/400 Basic CL 25% --
Programming
5733-176 Discover Education AS/400 Basic 25% --
Education Series
5733-177 Discover Education AS/400 -- --
Implementation Series
5733-178 Discover Education OfficeVision/400 25% --
Support Series
5733-179 Discover Education AS/400 Education 25% --
Library
5733-180 Discover Education AS/400 Facilities 25% --
Implementation
5733-181 Discover Education AS/400 Application
Design and Development Tools 25% --
5733-182 Discover Education OfficeVision/400 25% --
Support
5733-183 Discover Education OfficeVision/400
Support--Additional Topics 25% --
5733-184 Discover Education Using Query/400 25% --
5733-185 Discover Education AS/400 Basic CL 25% --
Programming
5733-188 Discover Education AS/400
Implementation for Entry Systems 25% --
5733-204 Personalized Learning Series
Structured Query Language/400 25% --
Programming Workshop
5733-205 Personalized Learning Series OS/400
Structure, Tailoring, and Basic 25% --
Tuning
5733-206 Personalized Learning Series AS/400
System Administration and Control 25% --
5733-207 Personalized Learning Series AS/400
System Operator Workshop 25% --
5733-208 Personalized Learning Series AS/400
Advanced System Operator Workshop 25% --
5733-210 Discover/Education AS/400 Overview 15% --
5733-219 Discover Education AS/400
Implementation and Operations Series 25% --
5733-220 Discover Education COBOL/400 and
SQL/400 Programming Series 25% --
5733-221 Discover Education RPG/400 and SQL/400
Programming Series 25% --
5733-222 Discover Education AS/400 Library 25% --
5733-CLS* Guidelines V3 30% A
5798-RYX IBM Application Program Driver/400 35% --
V2R2
5799-XBK** Optical Library Data Server -- --
Support/400
5799-XAY** C/400 Library PRPQ -- --
Note: For Processor Group Information, refer to the Exhibit--IBM AS/400
Machines (Z125-4125).
IBM Point of Sale Products
Products included in this section are available to IBM Authorized Industry
Remarketers approved for the IBM Point of Sale Products. Category C Products
are eligible for the discounts identified in the Point of Sale Products
Discount Schedule below: Individual remarketer's specific discounts are
identified in their Industry Remarketer Profile. Industry Remarketers may also
acquire Products from the Complementary Products section of this Exhibit in
Category K4. Products acquired from this section, as well as Products acquired
from the Complementary Products section, aggregate toward the Point of Sale
Products Annual System Revenue Performance unless otherwise noted.
Enhanced Discount Opportunity for IBM Point of Sale Products
An additional 5% discount is available to authorized remarketers for the 4693,
4694, and 4695 Products when the end-user enterprise meets any of the following
qualifications:
. It is replacing non-IBM cash registers, POS, or PC Cash Drawers.
. It is a first-time user of IBM POS.
. It is ordering IBM POS after a hiatus of at least 24 months.
An additional 10% discount is available on the IBM 4690 Operating System, 4690
applications, and all related PRPQs on the Industry Remarketer Exhibit when the
software is being installed with Products eligible for this program.
An additional 5% discount is available on IBM FoodService Application/DOS, IBM
Retail Application/DOS, and the Retail Data Base Facility when these programs
are being installed with qualifying hardware products eligible for this
program.
This program for additional discount cannot be combined with the project
discount, or any other discounts, credits, rebates, or bonuses.
When ordering Products eligible for the additional discount, the end user must
be identified when the order is placed.
Products eligible for a 5% enhanced discount are indicated by (1).
Products eligible for a 10% enhanced discount are indicated by (2).
Category C
For Machines in this Section:
. MES orders are available at the same discounts as the Base Machine.
. Remarketers may acquire up to a maximum of six of each type they are approved
to market for Development System Use.
. Warranty Service Category B applies. Refer to the General Information section
for details.
ANNUAL SYSTEM REVENUE HARDWARE DEVELOPMENT
PERFORMANCE REMARKETING DISCOUNT DISCOUNT
Entry (less than $500K) 29% 50%
$500,000 - 1,999,999 31% 50%
$2,000,000 - 4,999,999 33% 50%
$5,000,000 and over 35% 50%
Machines
MACHINE
TYPE DESCRIPTION MIR LIC IAC INST NOTES
(1) Products eligible for a 5% enhanced
4693(1) Point of Sale Terminal -- N 6 CSU discount.
4694(1) Point of Sale Terminal A N 6 CSU
4695(1) Point of Sale Terminal A N 6 CSU
4678 Complementary Retail & Distribution Products
--Model A0X A N 6 CSU
Telxon WS-4680/4690 Wireless Store System
--Models C0X -- N 6 CSU
IBM (CONTINUED)
IBM Licensed Programs
Program
Number Program Description Notes
5601-152(2) IBM 4680 Store Management Applications Permission to copy is NOT granted for the following
Licensed Programs:
0000-000 XXX 4680 General Sales Application V1, R1 5799-DXY
0000-000 XXX 0000 Xxxxxxxxxxx Xxxxxxxxxxx X0, X0 0000-XXX
5669-212(2) IBM 4680 Chain Drug Sales Application 5799-PLG
5696-192(2) IBM 4680 Basic Version 3 (1) Products eligible for a 5% enhanced discount.
5696-314 IBM Retail Workbench/2
5696-536(2) IBM 4680 Supermarket Application V2 (2) Products eligible for a 10% enhanced discount
5696-538(2) IBM 4690 Operating System V1
5696-546(2) IBM 4680 General Sales Application V2 * These products are not eligible for a discount.
5764-064 TCP/IP
5799-CRC(2) 4680 Specialty Store Application
5799-DAP 4680 Full Menu Restaurant Application
5799-DCB(2) Coupon Processing Enhancements
0000-XXX* XXX 4680 Application Debugger
5799-DXY* IBM 4684 SAA Source Code
5799-PHG* 4680 OS Tape Backup Feature
5799-PLG 4680 Remote Operator LAN Support
5799-PNH(2) 4680 Supermarket Electronic Mktg. Support
5799-QAQ(1) StorePlace RDBF for AIX P85276
5799-QCJ(1) IBM Food Service Application/DOS
5799-QJD StorePlace Distributed Data Services for OS/2 RPQ P85421
5799-QKH(1) StorePlace RDBF for OS/2 P85430
5799-QRL(1) StorePlace RDBF for OS/400 P85482
5799-QRN(2) IBM 4690 Touch Screen Terminal Support for 4690 OS P85492
5799-QRP(2) IBM 4690 Touch Screen Terminal Support for 4690 DOS P85491
5799-QRQ(2) IBM 4690 Enhanced Remote Operator P85489
5799-QRR(2) IBM 4680 Enhanced Remote Operator P85490
5799-QTJ(2) 4680-4690 SA Full Xxxxxx X00000
0000-XXX(0) XXX Xxxxxxx Xxxxx Xxxxxxx X00000
Category C1
Machines
For Machines in this section, MES orders are eligible for the same discounts as
the base Products.
Hardware
Machine Remarketing Development
Type Description Discount Discount LIC IAC INST Notes
2470 Wireless Data Collection Ethernet LAN 32% 50% N 6 CSU
Access Point
2472 Wireless Data Collection Portable 32% 50% N 6 CSU
Transaction Computer (PTC)
2473 Wireless Data Collection Integrated PTC 32% 50% N 6 CSU
2476 Wireless Data Collection Integrated PTC 15% 50% N 6 CSU
Category C2
IBM Licensed Programs
Program Program Remarketing
Number Description Discount Notes
5696-539(1) IBM Retail Application/DOS 50% (1) Products eligible for a 5% enhanced
5699-FPR(2) IBM Advanced Payment System for Chain Drug Sales 35% discount.
5799-FRN(2) IBM Advanced Payment System for Stand Beside Environment 35%
0000-XXX(0) XXX Advanced Payment System for Supermarket 35% (2) Products eligible for a 10%
5799-QNR(2) IBM Advanced Payment System for General Sales 35% enhanced discount.
IBM Network Integration Products
Products included in this section are available to IBM Authorized Industry
Remarketers approved as IBM Network Integration Remarketers. These Products are
eligible for the discounts identified in the Network Integration Discount
Schedules below. Network Integration Industry Remarketers may also acquire
Products from the Complementary Products section of this Exhibit in categories
G2, K1, K2, M, N, O, and SS.
Category D
Machines
MES orders for Machines included in this Category are eligible for the same
discounts as the base Products.
Notes
Machine Remarketing Development
Type Description Discount Discount MIR LIC IAC INST
2210 NWAYS Multiprotocol 26% 50% A N 10 CSU
Router
2217 NWAYS Multiprotocol 25% 50% -- N 10 CSU
Concentrator
0000 XXXXX Xxxxx Xxxxx 25% 50% -- N 5 CSU
Access Device
(FRAD)
6611 Network Processor
--Model 12X 30% 50% A N 10 CSU
--Model 14X, 17X 38% 50% A N 10 CSU
8250 Multiprotocol 38% 50% A N 10 CSU
Intelligent Hub
8251 Campus LAN Switch 28% 28% -- N 10 CSU
RPQ 8Q1615
8260* Multiprotocol 38% 50% A N 10 CSU
Intelligent
Switching Hub
8281 ATM LAN Bridge 38% 50% A N 10 CSU
8282 TURBOWAYS 38% 50% A N 10 CSU
Concentrator
8285** High Speed Inverse 35% 50% A N 10 CSU
Multiplexor
9741 NWAYS ATM Workgroup 38% 50% A N 10 CSU
Switch
* Model
upgrades are
IBI.
** The 8285
Model 00P
receives a
10%
remarketing
and
development
discount.
Note: These Products may also be available under unique Project Discount terms
and conditions. For additional details, see the Remarketer Project Discount
Guidelines located in the General Information section of this Exhibit.
Program Program Remarking
Number Description Discount NA MIR Notes
* Not available for
copy/redistribution and
may only be ordered pre-
loaded on the IBM 6611
5648-016*(1) Multiprotocol Network Program 30% N Y Network Processor.
Network Management Family
(1)When Version to
Version upgrades to a
licensed program are
available, they are
eligible for the same
discount as an initial
license order for the
5621-107 AIX Net View Service Point 35% Y A upgrade-to-program.
5696-905(1) NetView Entry for AIX V3 35% Y A
0000-000 XxxXxxx for Sun Solaris 35% Y A
5696-731(1) NetView for AIX V3 35% Y A
5765-215 NetView DM Agent for HP-UX 35% Y A
5765-233 SNA Manager/6000 35% Y A
0000-000 XxxXxx for SUN Solaris 35% Y A
0000-000 XxxXxx for HP-UX 35% Y A
0000-000 XxxXxx for Unix for NCR 35% Y A
5765-251 LAN Network Manager for AIX 35% Y A
5765-264 LAN NetView Mgmt Utilities/6000 35% Y A
5765-265(1) Trouble Ticket V3 35% Y A
0000-000 Xxxxxxxx For AIX 35% Y A
0000-000 XxxXxxx DMA for SunOS 35% Y A
0000-000 XxxXxxx DMA for Solaris 35% Y A
0000-000 XxxXxxx DMA for Unix System V 35% Y A
5765-343(1) IBM AIX Router & Bridge Manager/6000 35% N A
5765-368 Nways Multiprotocol Routing Network Services 35% Y A
5765-410(1) Systems Monitor for AIX V2 35% Y A
IBM System/390
Products included in this section are available to IBM Authorized Industry
Remarketers approved for the IBM System/390. These Products are eligible for
the discounts identified in the System/390 Discount Schedules below. System/390
Industry Remarketers may also acquire Products from the Complementary Products
section of this Exhibit in Categories F, G2, G3, H1, , J1, X0, X0, X0, X0,
X0, X, X0, and Y.
Category E
Machines (1)
MES orders for Machines included in this Category are available at the same
discounts as the base machine.
MACHINE REMARKETING DEVELOPMENT
TYPE DESCRIPTION DISCOUNT DISCOUNT LIC IAC INST NOTES
9221 Processor: (2)(3) (2) (2) Y 5 IBI
9672 System/390 Parallel Enterprise Servers(2) (2) (2) Y 5 IBI
--R1 and R2 Models
--Models R53 and R63
Note
(1) On your request, we will pre-load programs onto your on-order IBM
System/390.
(2) The IBM 9221 and 9672 processors, including all model conversions, are
available for remarketing and development system installation at a
remarketer price rather than a discount off an IBM single unit price. Please
contact your IBM marketing representative for pricing information.
(3) 9221 features, when ordered as part of the original machine configuration
or as MES orders, are eligible for a 55% remarketing and 60% development
discount off of the IBM Single Unit List Price for the features.
IBM System/390 (Continued)
Category E1
Machines
MES orders for Machines included in this Category are available at the same
discounts as the Base Machine unless otherwise indicated.
Remarketing Development
Machine Type Description Discount Discount LIC IAC INST Notes
3390 DASD * MES orders for
- Models A9X, B9X(1) 60% 60% N 5 IBI these machines
are not eligible for
a discount.
3990* Storage Controller-
Model 006** 76% 76% Y 5 IBI
9032 ESCON Director 30% 50% N 5 IBI 3390-A94 contains LIC
9034 ESCON Converter 30% 50% N 5 IBI
9035 ESCON Converter 30% 50% N 5 IBI
9341* Storage Controller 25% 50% Y 5 IBI ** 3990-006 MES
9343* Storage Controller 25% 50% Y 5 IBI orders are
9345* DASD 25% 50% Y 5 IBI eligible for 25%
9391 RAMAC Array Rack Remarketing and
-Model A10 66% 66% Y 5 IBI Development discount.
9392 RAMAC Array Drawer
-Model B13 61% 61% Y 5 IBI
-Model B23 71% 71% Y 5 IBI
9394(2) RAMAC Array Controller
-Models 001, 002, 003 72% 72% Y 5 IBI
9395 RAMAC Drawer Array
-Model B13 61% 61% Y 5 IBI
-Model B23 66% 66% Y 5 IBI
9674(3) Computing Facility
Xxxxxx X00, X00 - - X 0 XXX
Note:
(1) 3390 Models A9X, B9X receive a 40% discount for both development and
remarketing MES orders.
(2) Both Remarketing and Development MES orders are eligible for 40% discount.
(3) The IBM 9674 is available for remarketing and development system
installation at a remarketer price rather than a discounted IBM single unit
price. Please contact your IBM marketing representative for pricing
information.
IBM SYSTEM/390 (CONTINUED)
CATEGORY E2
IBM CUSTOMER AGREEMENT LICENSED PROGRAMS
DISCOUNT AND FEE PERCENTS FOR GRADUATED CHARGE LICENSED PROGRAMS
Processor Group GOTC Discount GMLC Fee MSU PSLC Fee
10-18 40% 40% N/A N/A
20-29 35% 35% N/A N/A
30-38 30% 30-% 3-8 30%
40 25% 25% 9-15 25%
50 20% 20% 16-21 20%
IBM System/390 software which does not have Graduated One-Time Charge (GOTC),
Graduated Monthly license Charge (GLMC), or Parallel Sysplex License Charge
(PSLC) pricing is available at a 30% discount or fee.
The above discount structure applies to GOTC pricing, while the fee structure
applies to GMLC and PSLC pricing. The fee for PSLC is determined by the
processors' MSU rating, where MSU is Millions of Service Units.
The processor group may be determined by referring to the Exhibit for IBM
System/370 and System/390 Machines (Z125-3901). The processor MSU rating may be
determined by referring to the Exhibit for Parallel Sysplex License Charges
(Z125-5206). Both exhibits are available from your IBM representative.
In the following list of eligible Licensed Programs, charge type NG indicates
programs which do not have graduated pricing and charge type G indicates
programs which have graduated pricing.
PROGRAM
TYPE NUMBER PROGRAM DESCRIPTION
NG 5622-005 SAA ImagePlus Object
Distribution Manager/2
G 5622-267 DataPropagator Relational
V1 HP-UX Support
G 5645-001 OS/390
5648-020 ADSTAR Distributed
Storage Manager
5648-031 Workstation Interactive
Test Tool V2
NG 5648-038 Software License Monitor
NG 5648-039 LAN File Services/ESA
G 5648-048 Report Management and
Distribution System V2
G 5648-061 Query Management Facility
V3
G 5648-063 ACF/NCP V7R3 for MVS and
XX
XX 5648-077 XXxxxXXX X0X0 for XXX/XX,
XXX/XXX, XX/XXX
X 0000-000 XxxxxxXxx Host Services
V1.1
NG 5648-089 NTuneNCP V1 R1
G 5648-092 Application System
Version 4
G 5648-099 Data Interfile Transfer,
Testing and Ops Utility
G 5648-109 VisualLift for MVS, VSE,
and VM
G 5648-129 Client Input
Output/Sockets
NG 5654-007 Automated Network
Operations for VM V1
G 5654-009 Advanced Comm
Function/System Support
V4
G 0000-000 XXXX V4 for VM/ESA and
VSE/ESA
G 5654-011 NetView Performance
Monitor V2
NG 5654-015 TIF VM/ESA
G 5654-025 APPC Application Suite -
XX
XX 5654-026 VM/ESA SDO V2.1
Modification Xxxxx 0
X 0000-000 XXXXX XXX for XX
XX 5654-260 Environmental Record
Edit/Print V3
G 5655-HAL TCP/IPV3 R1 for MVS
G 5655-OPT DFSMS Optimizer for
MVS/ESA
G 5655-002 Application Support
Facility (ACF) V3
G 5655-018 CICS/ESA V4
G 0000-000 XXXXX Xxxxxxxxxxxx Xxxxx
XXX/XXX
XX 0000-000 IMS/ESA Message Requeuer
V2
NG 5655-039 XXXXX/ESA V3 MVS/CICS
NG 5655-040 XXXXX/ESA V3 MVS/IMS
G 5655-041 ACF/SSP MVS V4
G 5655-042 ISPF V4 R1 for MVS
G 5655-043 NetView Performance
Monitor V2
G 5655-044 NETVIEW MultiSystem
Manager MVS/ESA
G 5655-047 DATABASE 2 PM for MVS V3
NG 5655-056 BTLS 3494/95 Tape Lib
Dataserver DFSMS/MVS
?? 5655-057 BTLS 3494/95 Tape Lib
Dataserver MVS/DFP V3
?? 5655-064 OE DCE AS MVS/ESA V1
NG 5655-065 BatchPipes/MVS
NG 5655-067 Rediscovery/MVS
PROGRAM
TYPE NUMBER PROGRAM DESCRIPTION
G 5655-068 MVS/ESA SP JES2 V5
G 5655-069 MVS/ESA SP JES3 V5
NG 5655-071 Library Server for MVS/ESA
NG 5655-072 Object Server for MVS/ESA
G 5655-076 DataPropagator Relational Capture/MVS
G 5655-084 Resource Management Facility V5
NG 5655-085 IMS/ESA HDCX
G 5655-086 REXX for CICS/ESA V1 Development System
G 5655-087 REXX for CICS/ESA V1 Runtime
G 5655-091 APPC Application Suite - MVS
G 5655-102 DB2 PM for MVS V4
G 0000-000 XXXXX XXX for MVS
NG 5655-104 S/390 OpenSystems Adopter Support Facility
NG 5655-109 IMS/ESA DEDB Fast Recovery
G 5655-131 C/C+ + For MVS/ESA V3
NG 5655-257 Device Support FAC MVS/XA
NG 5656-092 VSE/Online Test Executive Program SCP
NG 5656-260 VES/Environmental Record Edit/Print V3
G 5658-995 Inspect for X/000 & XX/X
X 0000-00 XXXXX II Compiter Facility
G 5664-191 VMMAP
X 0000-000 XXX/XXXX X0 - XX/XX0 (MVS)
NG 5664-281 VM/SP PC File Transfer
G 5664-289 ACF/SSP V3 for VM/SP, XA
G 5664-307 Print Management Facility
G 5664-322 Information/Management V3 VM
G 5664-323 Information/System V3 VM
G 5664-325 DFSORT/CMS
G 5664-327 CMS Servers/Requestors
G 5664-336 GDOM-REXX
G 5665-XA3 MVS/DFP
G 5665-264 MVS/BDT V2
NG 5665-279 Basic Telecom Access MTHD/SP
G 0000-000 XXX/XXXX for MVS/XA
G 5665-290 DISOSS V3 MVS
NG 5665-301 VPSS/XA
NG 5665-311 3270PC File Transfer Program
NG 5665-314 Advanced Communication Function TCAM
G 5665-327 DFDSS
NG 5665-333 NetView Performance Monitor MVS
G 5665-338 ACF/SSA V3 for MVS
G 5665-343 MVS CBIPO Drivers
IBM SYSTEM/390 (CONTINUED)
Category E2 (Continued)
IBM Customer Agreement Licensed Programs (Continued)
Program Program
Type Number Program Description Type Number Program Description
NG 5665-345 SNA Application Monitor G 5684-137 VM Batch Facility V2
NG 0000-000 XXXXXX II V2 NG 5684-141 PSF/VM V2
LAN Resource
G 5665-356 GDDM/MVS NG 5684-142 Extension/VM
G 5665-366 SDF II MVS VI G 5684-143 SearchMaster/370 VM
Host Management
G 5665-393 INFOREM III Base G 5684-157 Facility/VM
G 5665-394 INFOREM III Allocation G 5684-160 CallUp V1 R3
G 5665-396 TSO/E Servers/Requestors G 5684-164 EC Forms VM V2
NG 5665-397 Service Xxxxx Xxxxxxxx X0 X 0000-000 XXX GDDM/VD V3
G 5665-408 IMS/ESA DB Manager V3
G 5665-409 IMS/ESA Trans Manager V3 G 5685-DB2 Database 2 MVS V3
SNA Network Super
G 5665-461 Repositor Manager/MVS G 5685-003 Function
G 5665-468 System Display & Search Facility NG 5685-005 SNA Interconnection V1
Expert System
NG 5665-948 BASIC/MVS NG 5685-006 Environment V3 (MVS)
Expert System
NG 5685-007 Consultation/MVS
G 5666-270 DISOSS/370 for VSE V3 G 5685-010 KnowledgeTool V2 R1
G 5666-280 ACF//VTAM V2 - DOS/VSE G 5685-012 IMS/ESA Database Manager
IMS/ESA Transaction
G 5666-318 PS/CICS-VSE VI G 5685-013 Manager
G 5666-322 ACF/SSP V3 VSE G 5685-014 OSI/CS MVS/XA/ESA
G 5666-325 IPDT VSE G 5685-016 NetView DM for MVS
G 5666-328 GDDM/VSE G 5685-025 TSO/E V2
G 5666-363 ACF/VTAM V3 for VSE G 5685-029 RMF V4
NG 5685-035 SNA Interconnect V2
G 5668-717 VS XXXXXX Xxxxxxx X 0000-000 XxxxXxxxxxxxxxx/XXX X0
XX 0000-000 X 25 NPSI V2 NG 0000-000 0000 XP MVS Support R2
Network Design &
G 5668-723 GDDM - IVU VI NG 5685-045 Analysis V2
Open Systems
NG 5668-738 ACF/NCP 3745 & 3720 V2 G 5685-046 Interconnection
NG 5668-739 MPSX/370 V2 G 5685-051 ICFS/MVS
NG 5668-753 Controller Resource Manager V2 G 5685-083 CICS/ESA V3
G 5668-757 Numerical Control Post Processor G 0000-000 XXX/XXXX for MVS/ESA V3
G 5668-767 VS PASCAL Compiler & Library G 5685-088 FASTService for MVS
G 5668-801 GDDM Interactive MAP Definition V2 G 5685-093 IMA SYS U/B Tools V2
Graphics Resource
G 5668-802 GDDM -- GKS G 5685-098 Monitor
Display/Write/370
G 5668-805 VS Fortran V2 Library G 5685-101 MVS/CICS
G 5668-806 VS Fortran V2 Comp/Lib/Debug G 5685-105 geoManager
G 5668-808 APPL Prototype Environment G 5685-106 OfficeVision/MVS Series
G 5668-812 GDDM-PGF V2 G 5685-107 DispalyWrite/370 MVS/TSO
5668-813 CSP/AD V3 G 0000-000 XxxXxxx XXX V2 For MVS
5668-814 CSP/AE V3 G 5685-111 NetView V2 MVS/ESA
Automated Operations
NG 5668-854 ACF/NCP for 3725 V4 G 5685-151 Control/MVS R4
NG 5668-864 Fortran Language Conversion Program
CICS VSAM Recovery/VSE
G 5668-865 Data Communication Service G 5686-011 (CICSVR/VSE)
G 5668-896 Application Prototype Environment G 0000-000 XxxXxxx XXX V1 for VSE
G 5668-909 OS PL/I V2 Compiler, Library, & ITF NG 5686-018 CICS/Distributed Data
Management (CICS/DDM) V1
DisplayWrite/370 Under
G 5668-910 OS PL/I V2 Compiler & Library G 5686-022 VS/CICS
G 5668-911 OS PL/I V2 Library G 5686-026 CICS/VSE V2 R2
NG 5668-948 Batch Terminal Simulator G 5686-028 VSE/SP Unique Code V5
VSE/Advanced Functions
G 5668-949 SMP/E for OS/VS2 (VMS) & OS/VS1 G 5686-032 V5
NG 5668-951 Non-SNA Interconnection G 5686-033 VSE/POWER V5
G 5668-958 VS COBOL II Compiler/Library/Debug V1 G 5686-034 VSE/Fast Copy V2
NG 5668-963 Network Routing Facility G 5686-036 VSE/ICCF V3
G 5668-978 Graphics Access Method/SP G 5686-037 VSE/VSAM V2
G 5668-985 Host Command Facility V2 NG 5686-040 PSF/VSE V2
NG 0000-000 0000 Finance Communication System Host Support G 5686-041 VSE/DSNX V2 R1
G 5668-996 BASIC G 5686-048 CallPath CICS/VSE
Program Program
Type Number Program Description Type Number Program Description
G 0000-000 XxxXxxx for VSE V2
G 0000-000 XxxXxxx Performance Monitor/VM G 5686-057 GDDM/VSE V3
G 0000-000 XxxXxxx DM R1 G 5686-058 REXX/VSE V1 R1
NG 0000-000 XXXX Translator DCF Edition G 5686-064 ACF/SSP for VSE V4
G 5684-026 BookManager Build -- VM G 0000-000 XXXX V4 for VSE/ESA
VSE/ESA Central
NG 5684-042 ICKDSF/VM G 5686-066 Functions V6
G 5684-043 ISPF V3 for VM G 5686-067 LE for VSE V1
G 0000-000 XxxXxxx XXX V1 for VM G 5686-068 COBOL for VSE V1
G 5684-057 Communications System/Vm G 5686-069 PL/I for VSE V1
G 5684-059 Host Link/VM G 5686-072 Alert for VSE
G 5684-062 BookManager Read-XX XX 5686-073 ADSM for VSE/ESA V1.2
NG 5684-073 VMPRF G 5686-075 ASF For VSE V3
G 5684-084 OfficeVision/VM G 5686-079 Alert for CICS-VSE
G 5684-091 DisplayWrite/370 VM G 5686-094 VSE/ESA V2
G 0000-000 XXX/XXXX X0X0 VM/ESA
G 5684-096 RSCS V3 G 0000-000 XXXXX Manager V1
Publishing System
G 5684-112 VM/ESA NG 5688-015 BookMaster
Bar Code/Optical
G 5684-113 Display Management System/CMS V2 NG 5688-021 Character Recognition
G 5684-123 ISPF/PDF V3/VM G 5688-022 VS COBOL II R4
G 5684-130 VMPAF G 5688-023 VS COBOL II C/L V1
Numerical Control
G 5684-134 DFSORT/CMS V2 G 0000-000 Xxxxxxx
G 5684-136 SQL Master G 5688-030 NCPG-XL
NG 5688-035 NPSI V3
G 5688-047 IGES Processor V2 R3
IBM SYSTEM/390 (CONTINUED)
Category E2 (Continued)
Customer Agreement Licensed Programs (Continued)
PROGRAM PROGRAM
TYPE NUMBER PROGRAM DESCRIPTION TYPE NUMBER PROGRAM DESCRIPTION
G 0000-000 XXXXX XXX/XX X00 XX 0000-000 NetView AutoBridge/MVS
G 5688-087 VS Fortran V2 Comp/Lib G 5695-171 Information/Management V6
G 5688-092 Industry Std Plotting CMDS G 5695-176 IMS/ESA V5
G 5688-093 GDDM/Graphics V2 G 5695-178 SystemView Automated Operations Network/MVS
G 5688-103 SQL/DS V3
NG 5688-113 GDDM OS/2 Link G 5696-234 High Level Assembler for MVS, VM & VSE
CICS Transaction Affinities Utility MVS/ESA
G 5688-121 TPNS V3 R4 NG 5696-582 V1 R1
G 5688-132 CSFI NG 5696-583 NetView Remote Operations for AS/400
G 5688-137 Optimization Sub Library G 5696-703 DataRefresher V1
G 5688-139 Target System Control Facility R2 G 5696-705 DataPropagator V2
G 5688-150 CSP/370 Runtime Services G 5696-737 CSF/MVS & VM V3
NG 5688-153 ImagePlus HPTS Key Entry G 5696-822 SOMobjects for MVS
NG 5688-154 HPTS Data Prep Workstation
NG 5688-155 ImagePlus HPTS Balancing Application NG 5697-119 Hardware Configuration Manager
NG 5688-156 HPTS Work in Progress
NG 5688-157 HPTS Statement Application NG 0000-000 0000 MVS Support Program
G 5688-168 DP Accounting Manager/MVS V1 G 5706-254 QMF/MVS V3
G 0000-000 XXXX G 5706-255 QMF/VM V3
G 5688-187 C/370 Complier V2 NG 5706-288 HPTS Application Library
G 5688-188 X/000 Xxxxxxx X0
X 0000-000 XXX Code/370 NG 5734-F11 Check Processing Control System
NG 5688-195 CSP/2RS V1 G 0000-XX0 XX/X Optimizing Xxxxxxxxx Xxxxxxx
X 0000-000 XXX AD/Cycle COBOL/370
G 5688-198 Language Environment MVS & VM G 5735-FAL TCP/IP V2/XX
XX 5688-205 CSP/2AD V1 NG 5735-RC3 ACF/TCAM V2
G 5688-206 CSP/370RS V2 NG 5735-XXB Emulation program
G 5688-216 SAA AD/Cycle C/370 NG 5735-XX7 Network Terminal Option/NTO
G 5688-218 CSP/370AD V4
G 5688-224 Publishing System BrowseMaster V2 G 5740-RG1 OL/VS RPG II
G 5688-226 ESSL S/370 G 5740-SM1 Data Facility Sort (DFSORT)
G 5688-228 APL2 NG 5740-XC5 Development Management System/CICS/VS V1 R5
G 5688-229 APL2 Application Environment NG 5740-XXF DB/DC Data Dictionary OS/VS
NG 5688-231 ACF/NCP V6 G 5740-XXH Resource Access Control Facility
G 5688-235 PL/I for MVS & VM V1 R1 NG 5740-XY5 Programmed Cryptographic Facility
5690-VSE VSE/ESA V2 G 5746-CB1 DOS/VS COBOL Compiler & Library V1
G 5746-RC5 BTAM-ES for DOS/VSE V1
G 5695-DB2 Database 2 V4 G 5746-RG1 DOS/VS RPG II V1
G 5695-DF1 DFSMS/MVS G 5746-SM2 DOS/VS Sort Merge V2
G 5695-007 OPC/ESA V1 G 5746-SM3 DFSORT/VSE V3
G 5695-010 CICSVR MVS/ESA V2 G 5746-XC5 VSE/OCCF V1
G 5695-013 IBM Complier for REXX/370 NG 5746-XE7 VSE/ACLR V1
G 5695-014 IBM Library for REXX/370 NG 5746-XXT SDF/CICS (DOS/VSE) V1
G 5695-015 Office Facsimile Application/MVS G 5746-XX1 XX/0 XXX/XX X0
X 0000-000 XxxXxxx Access Services V2 for MVS
G 5695-039 RACF V2 R1 for MVS NG 5747-DS1 Stand Alone Device Support Facility
NG 5695-040 PSF/MVS
G 5695-041 SAA Image Plus FAF VMS/ESA G 5748-AP1 VS XXX X0
X 0000-000 XXX Image Plus ODM MVS/ESA G 5748-XE4 VM/Directory Maintenance V1 R5
NG 5695-044 FFST/MVS NG 5748-XXE Document Library Facility R1
G 5695-045 BookManager Build/MVS G 5748-XX9 Document Composition Facility R4 Enhanced
G 5695-046 BookManager Read/MVS
G 5695-047 JES2 MVS/ESA V4.3 NG 5750-ACD VSE/Enterprise Systems Architecture V1 R4
G 5695-048 JES3 MVS/ESA V4.3 NG
G 5695-056 SAA AD/CYCLE Dictionary Services/MVS V1
G 5695-057 Automated Operations Expert/MVS G 5756-051 NetView V2 for VM/ESA
NG 5695-061 CICS Application Migration Aid
COBOL & CICS/VS Command Level Conversion
G 5695-070 Search Manager/370 CICS MVS NG 5785-ABJ Aid
NG 5785-BAC JES/328X Print Facility V2
PROGRAM PROGRAM
TYPE NUMBER PROGRAM DESCRIPTION TYPE NUMBER PROGRAM DESCRIPTION
G 5695-072 Object Index Application
5787- MQSeries for
G 5695-076 DataInterchange/MVS CICS G ECX VSE/ESA V1
5787- DISOSS Library
G 5695-077 DB2 Automated Utility Generator V2 NG EDJ Service Extended V3
5787- MVS Migration
G 5695-080 IBM IA Facility MVS/ESA NG MVS System
NG 5695-081 CICSPlex SM/ESA
5796- VM Real Time
G 5695-083 CallPath Coordinator G PNA Monitor
G 5695-086 DFRMM
5798- Fortran Utilities
G 5695-089 CallPath CICS/MVS G DFH For VM/370
5798-
G 5695-100 MVS/DITTO V2 G DLL DBEDIT VM/SP-CMS
5798-
G 5695-101 EDPM/MVS G DMY VM/FSF
Realtime
5798- Monitor/System
NG 5695-105 SAA AD/Cycle FastRef/2 NG DWD Facility
5798- COBOL Report Writer
G 5695-117 ACF/VTAM V4 MVS/ESA NG DYR R4
5798- COBOL Report Writer
NG 5695-123 LANRES/MVS NG DZX Library
5798-
NG 5695-129 CustomPac Utility G FAP DBRAD/VM
5798- PROFS Retention
5695-137 MQ Series for MVS/ESA V1.1.3 G FBB Management
5695-166 DataHub Support/MVS
5799- OV Enhanced
5695-167 GDDM REXX/MVS V3 NG FFC Calendar
5799- RODM Tool
5695-168 NQS/MVS V1 NG FFJ Support/MVS V2
IBM Financed Industry Licensed Programs
Category F
IBM Finance Industry Licensed Programs
Program Remarketing Development
Number Program Description Discount Discount Notes
5622-122* XXXXX/2 V3 MLC MLC *Permission to copy is
not
5622-127* XXXXX Premium Support/2 MLC MLC granted for this
program.
5622-128* XXXXX Xxxxxx/2 MLC MLC
IBM Complementary Products
IBM Complementary Products are available to IBM Authorized Industry Remarketers
as indicated in the Eligible Product Table in the General Information Section
of this Exhibit. Revenue for these Products aggregates toward the associated
Annual System Revenue Performance unless otherwise indicated.
Displays
MES orders for Machines in this section are not eligible for a discount unless
otherwise indicated.
Remarketing Development
Category Eligible Products Discount Discount MIR LIC IAC INST Notes
G1 7526 Data Collection 33% 50% A N 6 CSU Revenue for these
Terminal A N 6 CSU Products does not
7527 Data Collection aggregate toward RISC
Terminal System/6000 or AS/400
Annual System Revenue
Performance.
G2 3172* Display Station 30% 50% -- Y 5 IBI Revenue for these
Controller Model 003 Products does not
aggregate toward RISC
System/6000 Annual
System
3174** Display -- Y 5 CSU Revenue Performance.
Station
Controller
--Model 12R, 64R 55% 55%
--All other models 60% 60%
Exclusion: *MES orders for the 3172
The 3174 Model 95R and 3174 are eligible
and 90R for the same discount as
which are available the base machine.
via the
Dealer Exhibit
**3174 Models 11R, 21H &
21L are IBI.
Storage Media
MES orders for Machines in this section are eligible for the same discount as
the Base Machine unless otherwise indicated.
Remarketing Development
Category Eligible Products Discount Discount NA MIR LIC IAC INST Notes
H1 9336-025 Disk Unit 25% 25% N -- N 7 IBI
Storage Unit
H2 3490* Mag Tape N -- N 5 IBI * These 3490 models are not
eligible for an MES discount.
-- Xxxxxx X0X, X0X 40% 50%
-- Models B2X, B4X 40% 50%
H3 9291 Single 30% 50% Y -- -- 6 IBI
VoiceServer
9295 Multiple 30% 30% Y -- -- 6 IBI
VoiceServer
IBM COMPLEMENTARY PRODUCTS (CONTINUED)
GRAPHICS PRODUCTS
MES orders for Machines in this section are eligible for a 10% Remarketing
Discount and 50% Development Discount.
MACHINE REMARKETING DEVELOPMENT
CATEGORY TYPE ELIGIBLE PRODUCTS DISCOUNT DISCOUNT LIC IAC INST NOTES
-------- ------- ------------------ ----------- ----------- --- --- ---- ------------------------
I1 5086 Graphics Processor 35% 50% N 5 CSU A maximum of four 5086
machines for Development
System use.
FINANCE INDUSTRY PRODUCTS
MES orders for Machines in this section are not eligible for a discount unless
otherwise indicated.
MACHINE REMARKETING DEVELOPMENT
CATEGORY TYPE ELIGIBLE PRODUCTS DISCOUNT DISCOUNT MIR LIC IAC INST NOTES
-------- ------- ------------------------------ ----------- ----------- --- --- --- ---- -----------------------
J1 4707 Monochrome Display 33% 50% -- N 6 CSU * 6527 Color Display is
not eligible for
return to IBM or for
Price Reduction
Protection.
4712 Transaction Printer 33% -- N 6 CSU
4722 Document Printer 33% -- N 6 CSU
4770 IJ Transaction Printer 25% -- N 6 CSU
4772 Universal Finance Printer 33% -- N 6 CSU
4777 Magnetic Stripe Devices 33% -- N 6 CSU
4778 Pin Pad Magnetic Stripe Reader 33% -- N 6 CSU
6527* Color Display 25% 50% -- N -- CSU
--------
Note: Unique approvals may be required to market these products.
MISCELLANEOUS PRODUCTS
MES orders for Machines in this section are not eligible for a discount unless
otherwise indicated.
MACHINE REMARKETING DEVELOPMENT
CATEGORY TYPE ELIGIBLE PRODUCTS DISCOUNT DISCOUNT LIC IAC INST NOTES
-------- ------- ----------------------------- ----------- ----------- --- --- ---- ---------------------
K1 9309 Rack Enclosure Expansion Unit 15% 50% N 5 IBI * 6299 MES orders are
eligible for a 40%
remarketing
discount and a 50%
development
discount.
K2 3299 Multiplexer HUB for 40% 50% N 5 CSU
6299* Midrange Systems 40% 50% N 5 CSU
IBM Printers
MES orders for Machines in this Category are not eligible for a discount unless
otherwise indicated.
Machine Remarketing Development
Category Type Description Discount Discount LIC IAC INST Notes
K4 4037 SE Page Printer 12% * N 5 CSU Revenue for these
Products does not
aggregate toward AS/400
Annual System Revenue
Performance.
*Development System
Products available via
Special Bid
IBM Uninterruptible Power Systems
MES orders for Machines in this category are not eligible for a discount unless
otherwise indicated.
Machine Remarketing Development
Category Type Description Discount Discount MIR LIC IAC INST Notes
K5 9910* Uninterruptible A N -- -- Revenue for these Products
Power Systems does not aggregate toward
Annual System Revenue
Performance.
Models: * This Product is not
eligible for Price
-- Bxx(1) 21% * Reduction Protection, is not
eligible for
-- Exx(1) 21% ** contract period price
protection, and is
-- Uxx(1) 21% ** not eligible for return to
IBM.
-- X00, X00, X00, U33 15% ** **This Product is not
available at a
-- EP5, EP8, E80, 15% ** discount for Development
System
purposes.
-- EX3 20% **
Note: (1) Except for models specifically listed at a different discount.
IBM COMPLEMENTARY PRODUCTS (CONTINUED)
CATEGORY M
IBM RISC SYSTEM/6000 LICENSED PROGRAMS
REMARKETING
PROGRAM PROGRAM DESCRIPTION DISCOUNT NA MIR
NUMBER --------------------------------------------- ----------- --- ---
5601-260 IBM AIX 3270 Host Connection Program/6000 30% Y A
5696-108 IBM AIX Infocrafter/6000 30% Y A
5696-236 Netware for AIX/6000 from IBM 30% Y A
5696-237 Encina Structured File Server for AIX/6000 40% Y A
5696-238 Encina Peer to Peer Executive for AIX/6000 40% Y A
5696-239 Encina Monitor for AIX/6000 40% Y A
5696-240 Encina Server for AIX/6000 40% Y A
5696-347 Encina Peer to Peer Gateway for AIX/6000 40% Y A
Encina PPC Gateway with SyncPoint Level 2
5696-930 Support 40% Y --
Encina PPC Executive with SnycPoint Level 2
5696-931 Support 40% Y --
5697-195* Encina Monitor Suite 40% Y --
5765-117 AIX DCE Base Services/6000 40% Y A
5765-118 AIX DCE Security Server/6000 40% Y A
0000-000 XXX XXX Cell Directory/6000 40% Y A
5765-120 DCE Global Directory Server/6000 40% Y --
5765-121 AIX DCE Enhanced Distributed File System/600 40% Y A
5765-148 IBM AIX CICS/6000 40% Y A
5765-152 IBM AIX Client for CICS/6000 40% Y A
IBM ProductManager for AIX - Product Change
5765-191 Manager 25% N A
IBM ProductManager for AIX - Product
5765-192 Structure Manager 25% N A
IBM ProductManager for AIX - Application
5765-193 Services Manager 25% N A
5765-232 CDE Threads/6000 40% Y --
5765-259 CDE Global Directory Client/6000 40% Y --
IBM ProductManager for AIX Document Control
5765-263 Manager 25% N A
5765-316 Legato NetWorker for RISC System/6000 30% N A
IBM ProductManager for Solaris 2.X Operating
5765-337 System Product Change Manager 25% N A
IBM ProductManager for Solaris 2.X Operating
5765-338 System Product Structure Manager 25% N A
IBM ProductManager for Solaris 2.X Operating
5765-339 System Application Services Manager 25% N A
IBM Product Manager for HP-UX Operating
5765-340 System Product Change Manager 25% N A
IBM Product Manager for HP-UX Operating
5765-341 System Application Services Manager 25% N A
IBM Product Manager for HP-UX Operating
5765-342 System Product Structure Manager 25% N A
IBM ProductManager for Solaris 2.X Operating
5765-347 System Document Control Manager 25% N A
IBM Product Manager for HP-UX Operating
5765-348 System Document Control Manager 25% N A
5765-381 IBM Job Scheduler for AIX 30% Y --
5765-427* CICS SM for AIX V1 40% Y --
IBM AIX Product Manager for Oracle7
5765-440 Application Services Manager 25% N A
IBM AIX ProductManager for Oracle7 Product
5765-441 Structure Manager 25% N A
IBM AIX ProductManager for Oracle7 Product
5765-442 Change Manager 25% N A
IBM AIX ProductManager for Oracle7 Document
5765-443 Control Manager 25% N A
5765-456 DCE Manager for AIX 40% Y --
5765-457 DCE NFS to DFS Auth Gateway for AIX 40% Y --
5765-458 Encina Monitor for AIX 40% Y --
5765-527* Systemview for AIX 35% Y A
Getting Started with DCE for Application
5765-532 Developers 40% Y A
5765-533* DCE Security Services 40% Y A
0000-000* DCE Cell Directory Services 40% Y A
5765-537* DCE Enhanced Distributed File Systems 40% Y A
5765-538 DCE User Data Masking Encryption Facility 40% Y A
5765-540* DCE NFS to DFS Authenticating Gateway 40% Y A
5765-553* CICS for AIX V2 40% Y --
5765-554* Encina Client 40% Y --
5765-555* Encina PPC Executive 40% Y --
5765-556* Encina SFS 40% Y --
5765-557* Encina PPC Gateway 40% Y --
5765-558* Encina Server 40% Y --
5765-559* Encina Monitor 40% Y --
5765-605** IBM Product Manager for AIX Operating System 25% N A
5765-606** IBM ProductManager for HP-UX Operating System 25% N A
IBM Product Manager for Sun Polaris 2.X
5765-607** Operating System 25% N A
5765-633** IBM CICS for SINIX 40% N A
0000-XXX XXX XxxXxxx AIX/6000 25% N --
Note:
* When version-to-version upgrades are available, they are eligible for the
same discount as an initial license order for the upgraded-to-program.
** Permission to copy is not granted for these programs.
IBM COMPLEMENTARY PRODUCTS (CONTINUED)
CATEGORY N
IBM AS/400 LICENSED PROGRAMS
PROGRAM PROGRAM REMARKETING
NUMBER DESCRIPTION DISCOUNT MIR NOTES
----------- -------------------------------- ----------- --- ---------------------------------
5696-032* AS/400 Networking 25% A * Group to Group Upgrade Charges
for these Programs are NOT
eligible for a Discount
5730-082* NetView File Transfer Program V1 25% A ** Permission to copy is not
granted for this program.
5733-196*** NetView FTP V3 25% A *** Aggregation toward Annual
System Revenue Performance
does not apply.
5787-EDA MQSeries for OS/400 28% A
0000-XXX** XXX Calmonth/400 30% --
5799-FNP Application Blend for OS/400 30% --
CATEGORY O
IBM NETWORK INTEGRATION LICENSED PROGRAMS
PROGRAM PROGRAM REMARKETING
NUMBER DESCRIPTION DISCOUNT NOTES
----------- --------------------------------------------- ----------- ---------------------------------
5621-425(1) IBM 3172 Interconnect Controller Program 30% (1) When Version to Version
upgrades to a licensed
program are available, they
are eligible for the same
discount as an initial
license order for the
upgraded-to program
5696-865 IBM 3172 SNA Communications Program 30%
5697-196 IBM 3172 IP Channel Communications Program V1 20%
5697-259 IBM 3172 HPR Channel Connectivity Program 20%
CATEGORY P
IBM DATA COLLECTION LICENSED PROGRAMS
PROGRAM PROGRAM REMARKETING
NUMBER DESCRIPTION DISCOUNT NOTES
------------ -------------------------------------------------- ----------- ---------------------------------
5756-144*(1) Data Collection Control/2 40% Revenue for these Programs does
not aggregate toward RISC
System/6000 or AS/400 Annual
System Revenue Performance.
5756-145* Data Collection for Distributed Automation Edition
5756-146* 7527 Extended Terminal Services * Permission to copy is NOT
granted for these Programs.
5799-PZH* AIX Data Collector/6000 (Buildtime) (1) When Version to Version
upgrades to a licensed
program are available, they
are eligible for the same
discount as an initial
license order for the
upgraded-to program.
5799-PYX* AIX Data Collector/6000 (Runtime)
IBM COMPLEMENTARY PRODUCTS (CONTINUED)
CATEGORY Q
Miscellaneous IBM Licensed Programs
PROGRAM REMARKETING
NUMBER PROGRAM DESCRIPTION DISCOUNT NOTES
5621-326 ImagePlus VisualInfo Client for OS/2 35%
5622-213 Object Server OS/2 35%
5655-036 Library Server for OS/2 Base 35%
CATEGORY X
IBM Licensed Programs available to both RISC System/6000 and AS/400 Remarketers
PROGRAM REMARKETING
NUMBER PROGRAM DESCRIPTION DISCOUNT NA MIR NOTES
5621-159 SwitchServer/2 32% N A (1) When Version to Version upgrades to a
5622-275(1) CallPath Server/2 32% N A licensed program are available, they are
CallPath Developer's
5622-276(1) ToolKit 32% N A eligible for the same discount as an initial
5798-RZB(1) Connection Program/400 30% Y -- license order for the upgraded-to program.
CATEGORY Y
IBM Licensed Programs available to IBM Authorized Industry Remarketers approved
for Processor Categories A and E.
PROGRAM REMARKETING
NUMBER PROGRAM DESCRIPTION DISCOUNT MIR NOTES
5648-129 IBM Client Input Output/Sockets 30%
IBM STORAGE PRODUCTS
These products are available to IBM Authorized Remarketers as indicated in the
Eligible Product Table in the General Information Section of this Exhibit. When
approved for Category S2 and S3 as a Storage Remarketer in the Industry
Remarketer Profile, you are also approved for Products in Categories S1, S5,
and SS.
When Products included in a Category will attach to multiple system types, only
those models which will attach to your approved processor type are available to
you.
When approved for these Storage Products, you are also approved for associated
RISC System/6000 and AS/400 features required to attach these Storage Products
to RISC System/6000 or AS/400 processors at the discount associated with those
processor features.
Revenue for these Products aggregates toward Annual System Revenues Performance
(ASRP) unless otherwise indicated.
Storage Products are eligible for export between the United States and Canada
only when they are exported in conjunction with the installation of a RISC
System/6000 system.
CATEGORY S1.
MES Orders for machines in this section are eligible for the same discount as
the base machine unless otherwise indicated.
MACHINE RMKT DEV
TYPE DESCRIPTION DISC DISC NA VAE CERT MIR LIC IAC INST
9490 Mag Tape Y N N A N 10 IBI
-Models CXX 35% 50%
-Models E01, E11 35% 50%
High Capacity
7027 Storage Drawer 35% 50% N N N A N 10 IBI
7131 SCSI Multi-Storage Tower 35% 50% Y N N A Y 10 CSU
High Density SCSI
7134 Disk Subsystem 35% 50% Y N N A Y 10 IBI
7137(/1/) Disk Array Subsystem 35% 50% Y N N A Y 10 IBI
RISC System/6000
7202 Expansion Rack 35% 50% N N N A N 10 IBI
7203 Portable Disk Drive 35% 50% Y N N A N 10 CSU
0000 Xxxxxxxx Xxxx Xxxxx 35% 50% Y N N A N 10 CSU
7206 External 4mm Tape Drive 35% 50% Y N N A N 10 CSU
7207 0/0" Xxxxxxxx Xxxx Xxxxx 35% 50% Y N N A N 10 CSU
7208(/2/) 8mm Tape Drive 35% 50% Y N N A N 10 CSU
0000 XX-XXX Xxxxx 35% 50% Y N N A N 10 CSU
7231 8mm Tape Library 35% 50% Y N N A N 10 CSU
9332 4mm Tape Library 35% 50% N N N A N 10 CSU
9348 Magnetic Tape Xxxx 00% 00% X X X X X 00 XXX
0000 8mm Tape Cartridge Library 35% 50% N N N A N 10 IBI
NOTE:
(1) 7137 Models 412, 413, and 414 are CSU.
(2) 7208 Models 012 and 234 are IBI.
CATEGORY S2
MES orders for machines in this section are eligible for the same discount as
the base machine unless otherwise indicated.
MACHINE RMKT DEV
TYPE DESCRIPTION DISC DISC NA VAE CERT MIR LIC IAC INST
3494 Tape Library Dataserver 30% 50% Y Y N A Y 6 IBI
3590 High Performance Tape Subsystem 30% 50% Y Y N A N 6 IBI
CATEGORY S3
MES orders for machines in this section are eligible for the same discount as
the base machine unless otherwise indicated.
MACHINE RMKT DEV
TYPE DESCRIPTION DISC DISC NA VAE CERT MIR LIC IAC INST
7133 SSA Disk Subsystem 35% 50% Y N N A Y 10 IBI
7135 RAIDiant Array 35% 50% Y N N A Y 10 IBI
IBM STORAGE PRODUCTS (CONTINUED)
Category S4
MES orders for machines in this section are eligible for the same discount as
the base machine unless otherwise indicated.
Machine Rmkt Dev
Type Description Disc Disc NA VAE CERT MIR LIC IAC INST
3995 Optical library 25% 50% Y N N A N 6 IBI
Category
MES orders for machines in this section are eligible for the same discount as
the base machine unless otherwise indicated.
Machine Rmkt Dev
Type Description Disc Disc NA VAE CERT MIR LIC IAC INST
7015* System Rack Model ROO 35% 50% Y N N A N 6 CSU
Note:
* The 7015 Model ROO is available for marketing without a Value-Added
Enhancement when sold as an expansion rack to support additional external IBM
storage products on RISC System/6000 processors.
Category S5
Storage Remarketers authorized for storage product categories S2, S3, or S4 are
eligible to sell licensed programs listed in this section.
Remarketers are no longer required to obtain a development license for ADSM for
AIX (5765-564). Remarketers are not required to copy and distribute this
licensed program to their end users.
Program Program Remarketing
Number Description Discount NA MIR Notes
5765-564 ADSTAR Distributed Storage Manager for AIX 20% Y A
5765-637 IBM Network Tape Access and Central System 30% Y A
(NetTape) for AIX
5765-543 IBM NetTape Tape Library Connection 30% Y A
The service offerings listed below are available to IBM Authorized Industry
Remarketers. Where appropriate, the applicable fee or discount is listed with
the offering. The additional contract requirements that apply when a Remarketer
acquires these savings at a discount for remarketing are contained in the
attachments listed in the Signature Page for Services Attachments Remarketers
(Z125-4238).
INDUSTRY
INDUSTRY REMARKETER
SERVICE OFFERING MIR REMARKETER FEE PERCENT(1)
---------------- --- ------------ --------------
Maintenance
Maintenance Service A N/A 20%
Corporate Service Option
(CSO) A N/A 20%
Mid-Range System Option
(MSRO) A N/A 20%
Corporate Service Option
for Remarketers (CSOR) -- 30%(2) N/A
Entry Systems Service for
Remarketers (ESSR) -- 30%(2) N/A
Continuing Support
Support Family Services
AS/400 -- 20% 20%
AIX -- 20% 20%
Business Recovery Serv-
ices (Monthly Charge) -- 30% 15%
Business Recovery Serv-
ices (One-time Charge) -- 30% 10%
Customized Operational;
Services
ESCON Migration Services -- 20% 20%
SiteManager -- 20% 20%
Project Support(3) -- 20% 20%
Customized Operational
Services (4)
Customized Operational
Services Equipment -- 10% 20%
Air Conditioners and
Chillers -- 30% 20%
Surge Suppressors
Uninterruptible Power
Supplies (UPS) --
Less than 3KVA -- 21% 20%
3 to 18 KVA -- 15% 20%
Greater than 18 KVA -- Upon request 20%
Liebert DataPAd** -- 25% 20%
Systems Integration -- N/A 6%
Application Design & De-
velopment -- N/A 6%
Other Services (Examples) -- 20% 20%
LAN Doctor Services
SmoothStart
SoftInstall
Notes:
(1) The fee percent is applied to the service's one-time or recurring charge
that IBM invoices the end user. For a recurring charge, we apply the percent
to 12 times the monthly charge.
(2) Eligible machines are listed in the Exhibit for Corporate Service Option
for Remarketers (Z125-5437) and the Remarketer Exhibit for Entry Systems
Service (Z125-4254), as applicable)
Table of Quarterly Payments for CSOR and ESSR (based upon the amount of
adjusted charges invoiced during the Quarter):
PAYMENT ADJUSTED
PERCENT CHARGES INVOICED
------- ------------------
0% $0-74,999
2% 75,000-149,999
4% 150,00-299,999
8% 300,000 or greater
Notes: (Continued)
(2) (Continued)
Table of Semiannual Payments for Cluster Credit Under ESSR:
Minimum Quantity of Qualifying Machines: 100
QUANTITY OF
QUALIFYING CLUSTER CREDIT
MACHINES PERCENT
------------- --------------
100-499 10%
500-999 15%
1,000 or more 20%
(3) Fees are paid on the total contract amount, including non-IBM products, but
excluding services which the Remarketer performs as a subcontractor. Services
offered by ISSC, EduQuest, and Education and Training are excluded.
(4) The fee percent or discount is applied to the Service's charge, excluding
moving company charges.
**Company, product, or service name may be a trademark or service xxxx of
others.
Dealer Exhibit
Overview
The Dealer Exhibit consists of Terms and Conditions specific to the Products
and a listing of those Products, organized into sections by Product type. In
order to provide you with the most current Product information, we will update
the Product listing electronically. You may access it on PartnerLink through the
Library function.
The following is an overview of the pricing and product information.
Part Number - This is the IBM number used for identifying the Product.
Description - This briefly identifies the Product. It may also include other
significant information regarding the Product. The channels to which the
Products are available are noted in this section.
Installation - The installation requirements, if any, for the Product will be
reflected in the Installation (INST) column as a Customer Set Up (CSU) or IBM
Installation (IBM).
Support Categories - This area will include Certified Product Category (CRT
PRD), Price Reduction (PRC RED) and Inventory Adjustment Category (INV ADJ)
information as applicable for a Product.
Warranty - If applicable, the Warranty Type (TYPE) and the Warranty Period
(MOS) will be reflected in this area.
DEALER EXHIBIT TERMS
of
IBM Business Partner Agreement - Remarketer
You may order Products listed in this Dealer Exhibit for which you are approved
and, if applicable, certified by IBM to remarket.
TERMS AND CONDITIONS
This document is the Dealer Exhibit referenced in the IBM Business Partner
Agreement for Remarketers.
Prices, Charges and Package Quantity are available on PartnerLink. We will
provide you with written notice of price changes. The electronic file will be
updated as changes are announced.
SCHEDULE PRICE
In order to acquire IBM Products directly from IBM, you must:
1. Provide IBM a single consolidated forecast representing all of your
Authorized Locations:
2. Accept shipments from IBM only at your Authorized or Designated Locations;
3. Distribute Products to your Authorized Locations approved for such Products;
4. Invoice such locations (as required) and pay on a consolidated basis; and
5. Demonstrate the ability to acquire and market $20 million worth of IBM
Personal Computers, Features and Options, Visual Products, and/or Networking
Systems Division (NSD) Products in each calendar year; or to acquire and
market IBM Features and Options, Visual Products and/or Networking Systems
Division (NSD) Products in each calendar year you must demonstrate the
ability to acquire $2 million worth of these products.
Schedule Price Effective Date
If IBM determines that you are qualified, the Price Schedule will apply to
Products purchased by you that are shipped immediately following the date you
are approved. It is your responsibility to order and accept shipment of IBM
Products directly from the IBM Personal Computer Company in the revenue amounts
stated above. Your attainment of the revenue amounts stated above will be
determined by totaling the actual price paid by you to IBM for purchases of the
Products listed above and subtracting the amount of any inventory returns
through March 31 of the next calendar year. To ensure attainment compliance,
you must forecast adequate unit volumes and order from your forecast
confirmation/allocation.
IBM reserves the right to modify the revenue amounts and the list of eligible
Products. In the event of announcement of additional qualifying Products, such
Products that are acquired by you will be counted towards your attainment.
Failure to meet Revenue Requirements
IBM reserves the right to review your attainment during the year to ensure that
your purchases and sales are sufficient to maintain your eligibility to purchase
IBM Products directly from IBM. Remarketers whose purchases and sales become
insufficient to maintain eligibility will be given 90 days notification that
they will no longer qualify to acquire Products directly from IBM.
FIXED FUNCTION DISPLAYS
All IBM remarketers may continue to purchase Fixed Function Displays directly
from IBM under the following current pricing structure.
Transaction Price
Price based on a single order of package quantity or multiples of package
quantity with a single shipment to a single Authorized Location.
Packaging Quantity (PQ)
The quantity of specific Products that are always shipped as a packaging entity.
The PQ is billed at the Transaction Price.
Accommodation Price
Price based on a single order, with a single shipment to a single location, when
the criteria for the Transaction Price is not achieved.
IBM PLA PROGRAMS
Price Level 1 and Level 2 License Charges
Level 1 license charges apply when the prior month's net billing for a single
Customer Number is less than $10,000. Net billing is defined as the total value
of invoices for eligible PLA programs/publications you acquired from IBM less
any credits for returns of such Products and other billing adjustments during
the prior month.
Level 2 license charges apply to a Customer Number when the prior month's net
billing for that Customer Number is $10,000 or more for eligible PLA
programs/publications. Billing CANNOT be aggregated across Customer Numbers for
purposes of qualification for Xxxxx 0 Xxxxxxx Xxxxxxx.
SINGLE UNIT PRICE/ONE TIME LICENSE CHARGE
Single Unit Price (SUP) and One Time License Charge (OTLC) reflect the prices or
license charges for single units of Product acquired from IBM and are subject to
change without notice. These prices and license charges are for informational
purposes only and shall not limit in any way your ability to set your own
prices, charges and terms and conditions for Products.
PRICE REDUCTION CREDIT CATEGORIES
Full Inventory Reduction Credit - Reporting Required:
Category 1 - Machines
Category 8 - Options by IBM
Full Inventory Reduction Credit - No Reporting Required:
Category 2 - Machines Only
Category 9 - Options by IBM
The Price Reduction Credit will be determined by multiplying your Adjusted
Inventory Count of the Product by the Product Credit. The Adjusted Inventory
Count is the sum of a) your on-hand inventory of the Product, b) the quantity of
the Product in transit from IBM to, but not received by you and c) the quantity
of the Product you returned to IBM which has not yet been accepted by IBM, all
as of the close of business on the day immediately prior to the effective date
of the Price decrease. The Product Credit is an amount IBM will specify on the
day IBM announces the Price decrease.
In order to qualify for Category 1 and Category 8 Price Reduction Credit, you
must:
1. provide a report of your on-hand inventory of the Product in a format and
schedule as we specify;
2. provide such report for the Product, a minimum of two calendar months,
immediately preceding the effective date of the price decrease;
3. complete and return to IBM, a report certifying your Adjusted Inventory
Count for such Products; if applicable. IBM will specify the format and
dates of the report. IBM will issue the Price Reduction Credit based on this
report; and
4. provide access, during normal business hours, to IBM or an IBM selected
third party, to your Authorized and Designated Locations so that IBM can
audit records applicable to the Product and perform applicable inventory
counts.
You may only use the Price Reduction Credit against monies then or thereafter
due IBM.
Category 2 - Machines Only - Full Inventory Reduction Credit
[ M I S S I N G L I N E ]
Product accepted by IBM, all as of the close of business on the day prior to the
effective date of the Price decrease. IBM reserves the right to adjust the
Shipment Count based on its records. The Product Credit is an amount IBM will
specify on the day of the Price decrease.
Category 3 - Selected PLA Programs Only - PLA Reduction Credit with Look-back
The Price Reduction Credit will be determined by multiplying the Shipment Count
by the Product Credit. The Shipment Count is the quantity of the PLA program
shipped to you by IBM less any returns of the PLA program accepted by IBM, both
during the two-month period immediately preceding the effective date of the
Price decrease. IBM reserves the right to adjust the Shipment Count based on
its records. The PLA Program Credit is an amount IBM will specify on the day of
the Price decrease.
INVENTORY ADJUSTMENT CATEGORIES
General
You must accompany each shipment of returned Products and Programs with an "IBM
Returns Authorization Form."
IBM will not grant authorization to return a Product that is not listed in the
Schedule of Returnable Products List on the day IBM receives the request for
return.
Note: Accessories and publications are not eligible for Price Protection or
Inventory Adjustment. These items do not appear in the Dealer Exhibit.
For Products for which Reporting is Required, each month you must report to IBM
your inventory of Products as of the last calendar day of the preceding month.
You must use a form provided by IBM.
Category 1 - Machines - Reporting Required
Category 2 - Machines Only - No Reporting Required
Category 1 and 2 - Returns Limitations
You may return a maximum of 5% of the prior calendar quarter's net xxxxxxxx
without incurring a handling charge. You may return an additional 5% of the
prior calendar quarter's net xxxxxxxx, which are subject to the Handling Charge.
The maximum amount of inventory adjustment returns for Category 1 and 2
Products may not exceed 10% of the prior calendar quarter's net xxxxxxxx.
Category 3 - Selected PLA Programs - No Reporting Required
Category 8 - Options by IBM - Reporting Required
Category 9 - Options by IBM - No Reporting Required
Category 8 and 9 - Returns Limitations
You may return to IBM up to 15% of the prior calendar quarter's net xxxxxxxx of
Options by IBM. You have the option of returning up to 5% of the prior calendar
quarter's net xxxxxxxx of these Products to IBM on a monthly basis, up to a
maximum of 15% per quarter.
Returns of Withdrawn Products
For all Inventory Categories, you may return withdrawn Products within the date
published in the Product Withdrawal letter.
Handling Charges - Inventory Adjustment Category 1 (For Machines Only) and
Category 2
Handling Charge Percent: 3%
Unless specified in your profile, the handling charge %, as noted in this
exhibit will apply.
Inventory Adjustment Category - 3
Handling Charge Percent: 0%
Inventory Adjustment Category - 8 and 9
Handling Charge Percent: 0%
DEVELOPMENT SYSTEMS
This subsection applies only to Industry Remarketers and can be found on the IR
profile.
Products included in this exhibit are available for Development System
installation only under the terms and conditions of the Industry Remarketer
Profile (Z125-4804).
Unless otherwise specified in this Exhibit, the maximum number of Development
System Products which an Industry Remarketer may obtain as part of his
Development System is as follows:
System Units maximum of 10
excluding
Aptiva Products)
Licensed Programs one copy of each
Unless otherwise specified, the Industry Remarketer price is the lowest price or
charge available.
WARRANTY SERVICE CATEGORY
Category A - warranty service for Category A is performed by IBM. You are not
authorized to perform warranty service on these machines.
Category B - you are responsible for performing warranty service for machines on
this Exhibit. You may assign warranty service for machines on this Exhibit to
IBM or an IBM Premier Personal Computer Servicer. All machines on this Exhibit,
unless otherwise noted, are Category B Machines.
WARRANTY SERVICE
Warranty service which you provide for a Machine must be consistent with the IBM
Statement of Limited Warranty, the IBM Service Support Guide in effect at the
time of such activity, and the terms and conditions of this Agreement.
You agree to and will:
1. provide warranty service under the terms of the applicable IBM Statement of
Limited Warranty and its applicable Exhibit, if any;
2. validate all warranty claims presented to you;
3. maintain the capability to provide warranty service according to the
requirements and procedures specified in the IBM Service Support Guide; and
4. submit a valid Warranty Reimbursement Request, if applicable, to claim a)
reimbursement for labor and/or b) credit for IBM parts or exchange of such
parts, used by you in providing authorized warranty service for a Machine,
all as specified in the IBM Service Support Guide;
5. fulfill your responsibilities as an IBM Premier Personal Computer Servicer,
if applicable.
IBM will:
1. provide classroom training or self-eduction materials, at no fee for the
Minimum Number of Trained Personnel, as specified in the applicable Addendum
for each Authorized Location. If classroom training is provided, it will be
held at an IBM designated location
2. provide selected service materials as part of service training;
3. for a fee, make available to you additional: a) service training packages,
b) service publications or materials, c) service materials not provided
under the provisions of items (1) and (2) of this section;
4. sell you maintenance parts for your use in providing warranty service. The
purchase prices of such parts will be as specified in the IBM Service
Support Guide in effect at time of shipment of the parts;
5. provide you with applicable warranty service and technical information for
Machines as available; and/or
6. for selected Machine, honor your valid claims for a) reimbursement for labor
and/or b) IBM parts credits, or exchange of such parts, for parts used by
you in providing authorized warranty service, all as specified in the IBM
Service Support Guide;
7. if you are an IBM Premier Personal Computer Servicer and register product
through the IBM Electronic Data Interchange Program, IBM will pay you a
warranty service fee for each product registered, all as specified in the
IBM Service Support Guide.
WARRANTY SERVICE ASSIGNMENT
You may assign the responsibility for warranty service to IBM, another
Remarketer/IBM Premier Personal Computer Servicer (Assignee). The Assignee must
be authorized by IBM to provide warranty service for the Machine. The Assignee
must agree with you to accept the responsibility to provide warranty service for
each assigned Machine. You may choose to assign the responsibility for warranty
service for all IBM Machines you sell or specific IBM Machines to IBM or an IBM
Premier Personal Computer Servicer by specifying that choice in the Addendum of
the Profile. Alternatively, you may, at the time of sale to the End User, choose
to assign the responsibility for warranty service for an individual Machine to
either IBM or an Assignee.
You must specify on the sales receipt for each assigned Machine you market, the
name and the location of the party responsible for providing warranty service.
If you fail to indicate an Assignee name and location on the sales receipt, or
indicate an unauthorized name or location, you will be responsible for warranty
service for that Machine.
If you have specified either IBM or an Assignee on a sales receipt, you must
provide IBM or the Assignee, as applicable, with a copy of
installed-at location.
Your assignment of responsibility for warranty service does not relieve you of
your responsibility for End User satisfaction. The responsibility for warranty
service reverts to you, if the End User is not satisfied with the warranty
service provided by your Assignee or if the Assignee [ ] its authorization to
provide such warranty service. You may [ ] reassign such responsibility
consistent with the provisions of this subsection. In such event, you are
responsible to provide the End User and the new Assignee with written notice of
the change.
If you assigned warranty service for all units of a machine type to IBM or an
IBM Premier Personal Computer in the Profile, you will not be required to
maintain the capability of providing warranty service for that machine type.
If you, as an Assignee, agree with another IBM Remarketer (Assignor) to be
responsible to provide warranty service for an assigned Machine marketed by the
Assignor the provisions of this Section applicable to an Assignee apply to you.
As an Assignee, you accept such responsibility for each Machine for which your
name is specified on the End User's sales receipt. You may not reassign such
responsibility. If, at a later date, the Assignor loses its IBM authorization
for the Machine, you will have the additional responsibility for End User
satisfaction.
[ M I S S I N G C O P Y ]
the Ordering and Delivery Section of the IBM Business Partner Agreement,
Remarketer General Terms.
Cancellation Charge Percent: 0%
Product ordered by you in PartnerLink and cancelled by you the same day will not
be assessed a cancellation charge.
Cancellations and deferrals made within fifteen (15) business days (date to
date) of the assigned schedule date, will incur the cancellation charge in
effect. Requests to improve a ship date are not subject to this charge.
LATE PAYMENT FEES
Late payment fees for Campus Computer Resellers are waived.
EFFECTIVE DATE
This Dealer Exhibit is effective May 8, 1995. The Dealer Exhibit is subject to
change upon written notice to you by IBM.
The Dealer Exhibit will be updated by IBM regularly to reflect announcements of
additional products, withdrawals and changes. Changes to the Terms and
Conditions section will be released as required.
IBM Printing Systems Remarketer Exhibit
IBM Business Partner Agreement
Exhibit No.: PPR-16
Effective Date: March 13,1996
PAGE
IBM Printers from IBM Printing Systems & SUP16.
General Information 2
Machines 3
Service Offerings 5
The products included in this exhibit are available to IBM Printer Remarketers
who are approved to market such products.
Discounts
---------
The discounts specified in this exhibit are applicable to the base type/model
as well as field installable features and model ordered as MES orders unless
indicated otherwise.
Inventory Adjustments
---------------------
The products in this exhibit have a six month look back period.
Machines and field installable features may be returned under these Inventory
Adjustment provisions.
The maximum number of units that you may return to IBM is the units shipped to
you by IBM during the previous six calender months.
The amount of the credit will be determined by IBM. The amount will be based on
the amount you paid for the product, less any amount paid you by IBM for any
Price Reduction Credit applicable to the product.
Inventory Adjustments are subject to 5% handling charge.
Price Reduction Credits
---------------------------
The products in this exhibit and field installable features are eligible for six
months Price Protection.
To qualify for the Price Reduction Credit, product must have been shipped from
IBM during the six-month period immediate preceding the effective date of a
price decrease and must not have been sold as of the effective date of price
decrease. You must certify in writing and provide IBM with copies of IBM
invoices or equivalent documentation, including any credit invoices, for the
affected products. IBM will then determine the credit by calculating the
difference between the two prices.
Installation Requirements/Warranty Service
----------------------------------------------------
IBM will advise you of the Installation Requirements and Warranty Service
provisions applicable to the Products included in this Exhibit.
Demonstration Products
----------------------
You may obtain 12 demonstration machines during a contract period with maximum
number of two of any model of product you approved to market.
Internal Use of Products
------------------------
You may acquire these products for your own internal use at the Base Discount.
Trial Machines
--------------
Trial period is 30 days. Maximum number of trials at any given term is three.
Billing occurs one day following the trial period. Rework fee applies to trial
returns.
Discount Discount
3912-AS0 40% 50%
3912-AS1 40% 50%
3916-AS0 40% 50%
AS1 40% 50%
4028-AS1 50% 50%
4230-101 30% 50%
4230-102 30% 50%
4230-111 30% 50%
4230-1S2 30% 50%
4230-10Y 25% 50%
4230-10Z 25% 50%
4224-1E3 30% 50%
4224-1C2 30% 50%
4234-008 30% 50%
4234-012 30% 50%
4234-OOY 30% 50%
4234-01Z 30% 50%
6252-T08 30% 50%
6252-T12 30% 50%
6252-TOZ 25% 50%
6252-TlZ 25% 50%
6262-T12 15% 50%
6262-T14 15% 50%
6262-T22 15% 50%
CATEGORY B (ASCII)
------------------
Type-Model Base Demonstration
Discount Discount
0-03D 35% 50%
3930-03S 35% 50%
4224-301 35% 50%
4224-302 35% 50%
4224-3C2 30% 50%
4224-3E3 35% 50%
4232-302 35% 50%
4234-009 30% 50%
4234-013 30% 50%
4247-A00 40% 50%
4247-ZZZ 40% 50%
6252-AP2 30% 50%
6252-AP8 30% 50%
6252-AS2 30% 50%
6252-AS8 30% 50%
6262-A12 15% 50%
6262-A14 15% 50%
6262-A22 15% 50%
6408-A00 35% 50%
6412-A00 45% 50%
Z125-5066-16 03/13/96 Page 3 of 5
Discount Discount
3912-NS0 40% 50%
3912-NSl 40% 50%
3916-NS0 40% 50%
-NSl 40% 50%
4028-NS1 50% 50%
4224-2C2 30% 50%
4224-2E3 30% 50%
4230-201 30% 50%
4230-202 30% 50%
4230-211 30% 50%
4230-2S2 30% 50%
4234-007 30% 50%
4234-011 30% 50%
6252-D08 30% 50%
6252-Dl2 30% 50%
6262-014 15% 50%
6262-022 15% 50%
6262-D12 15% 50%
6262-D14 15% 50%
6262-D22 15% 50%
CATEGORY D (NON-IBM ATTACH.)
---------------------------
Type-Model Base Demonstration
Discount Discount
6252-P08 35% 50%
6252-Pl2 35% 50%
2-P12 15% 50%
2-P14 15% 50%
6262-P22 15% 50%
CATEGORY E
----------
Type-Model Base Demonstration
Discount Discount
3130-01S 30% 50%
3130-02D 30% 50%
3130-02S 30% 50%
3130-03S 30% 50%
3112-001 30% 50%
3116-001 30% 50%
3116-002 30% 50%
3116-003 30% 50%
3930-02D 30% 50%
3930-02S 30% 50%
4230-4S3 30% 50%
4230-413 30% 50%
4230-5S3 30% 50%
4230-513 30% 50%
6400-004 40% 50%
6400-008 40% 50%
6400-012 40% 50%
8-CT0 30% 50%
08-CTA 30% 50%
6412-CT0 45% 50%
6412-CTA 45% 50%
Z125-5066-16 03/13/96 Page 4 of 5
Type-Model Base Demonstration
Discount Discount
3935001 25% 50%
3160-001 15% 25%
CATEGORY G
----------
Type-Model Base Demonstration*
Discount Discount
5763-FNT 15% 100%
5763-SS1 30% 100%
5763-AF1 30% 100%
5622-551 30% 100%
5622-416 30% 100%
5765-505 30% 100%
5648-113 0% 100%
* One demonstration product per each IBM authorized Printer
Remarketer Firm certified to sell software.
IBM Service Offerings
---------------------
The Service Offering listed below is available to IBM Printing Systems
Remarketers for those IBM Printers from IBM Printing Systems they are authorized
to market.
Service Offering
----------------
. Maintenance Service Marketing (MSM)
Fee
---
. 20% of initial annual maintenance charge when machine is covered by an annual
maintenance charge.
. 100% of initial monthly maintenance charge when machine is covered by a
monthly maintenance charge.
Z125-5066-16 03/13/96
Page 5 of 5
These terms are in addition to those of the Industry Remarketer Exhibit and
prevail over them. We may change these terms by giving you written notice. These
discount schedules apply to specific Products as identified in the IBM Industry
Remarketer Exhibit (Z125-4096). RISC System/6000 Products identified within this
Schedule are available to you at the discounts described below. All maximum
discounts identified in the Industry Remarketer Exhibit remain applicable.
1. Industry Remarketer Federal Discount Schedules
A. RISC System/6000 Products
Annual System Hardware Software
Revenue Performance Discount Discount
Entry (Less than $500,000) 28% 25%
$500,000 - $999,999 33% 30%
$1,000,000 - $1,499,999 34% 31%
$1,500,000 - $2,499.999 35% 32%
$2,500,000 - $4,999,999 37% 34%
$5,000,000 - $9,999,999 38% 35%
$10,000,000 - $14,999,999 39% 36%
$15,000,000 and over 40% 37%
1) Unless otherwise stated. Products in Category A in the IR Exhibit (Z125-4096)
are eligible for the discounts listed above. Field installed features and model
conversions for hardware Products are eligible for a 38% discount.
2) Some Products listed in the Network Integration Products section of this
Schedule may also be eligible RISC System/6000 Products. These Products may be
acquired by IBM Authorized Industry Remarketers approved to remarket RISC
System/6000 Products at the discount listed in the Network Integration Products
section.
3) Unless otherwise stated, all additional Products eligible to IBM Authorized
Industry Remarketers approved to remarket RISC System/6000 Products are
available at the discounts listed in the Industry Remarketer Exhibit. Federal
discount exceptions are listed in Subsection C "Discount Exceptions" of this
schedule.
B. Network Integration Products
Machine Type Description Discount
Category D 6611 Network Processor- Model 12x 35%
8260 Multiprotocol Intelligent Switching Hub 40%
9741 High Speed Inverse Multiplexor 47%
0000 Xxxxx Xxxxxxxxxxxxx Xxxxxx 28%
2217 Nways Multiprotocol Concentrator 32%
Category D1 5648-016 Multiprotocol Network Program 35%
0000-000 XxxXxxx for AIX 45%
0000-000 XxxXxxx Entry for AIX 45%
Category K1 9309 Rack Enclosure Expansion Unit 25%
Category K2 3299 Multiplexor Hub 47%
1) Products specifically listed above are eligible for discounts
listed above when sold to Federal End Users.
2) Unless otherwise stated, all additional Products eligible to IBM Authorized
Industry Remarketers approved to remarket Network Integration Products are
available at the
[MISSING TEXT]
C. Discount Exceptions
The following RISC System/6000 and Network Integration Products are available to
eligible IBM Authorized Industry Remarketers at the discounts stated below.
IR Exhibit Category A Products available at a 45% discount:
5696-709 5696-761 5696-906 5697-024
5765-176 5765-207 5765-245 5765-366
5765-421 5765-423 5765-448
IR Exhibit Category A Products available at a 26% discount:
5765-083
IR Exhibit Category M Products available at a 45% discount:
5696-237 5696-238 5696-239 5696-240
5696-347 5697-078 5765-148 5765-152
5765-527 5765-533 5765-534 5765-537
5765-540
IR Exhibit Category SS Products available at a 45% discount:
5765-564
2. Federal End User Definition
The following definition of "end user" applies when marketing to Federal
Government accounts:
A. "Federal End User" includes federal government agencies or any other
entity listed in GSA Order ADM 4800.2D including those entities listed in
Appendices A, B, and C of the Order, and any successor Order which may be
published by the GSA in the Federal Register. The term Federal End User
also includes federal government cost reimbursement prime contractors and
management and operating contractors that receive proper authorization
under FAR Part 51 from federal agencies to make federal purchases or
acquisitions where licenses granted and title to equipment vest in the
federal government.
B. The IR may propose an integrated solution through a higher-tier federal
contractor in fulfillment of a specific government procurement where
title to the IBM equipment passes directly to the federal government. In
no event shall the IR permit transfer of title for any IBM equipment
purchased under this Agreement to other than the federal government.
Under no circumstances may the IR assign any of its responsibilities
under the IR Agreement to the Federal End User.
3. Additional Terms for Federal Sales
A. Addition to Remarketer General Terms (Z125-4800), Section 25, Ending the
Agreement.
For federal contract (excluding GSA Schedule contract) obligations only.
In the event IBM terminates this Agreement without cause we will permit
you to continue to provide Products under the terms of this Agreement
through the date on which this Agreement would otherwise have ended had it
not been terminated by IBM. The industry remarketer agrees to promptly
withdraw any bids that include IBM products and services which were
anticipated to have been obtained under this Agreement, unless IBM and the
industry remarketer are able to agree to terms and conditions under the
Federal Systems Integrator (FSI) Program (or similar or successor program)
for the bid as offered.
B. Buy American Act / Trade Agreements Act (BAA/TAA).
IBM makes no representation or certification regarding the domestic or
foreign origin of products provided by IBM.
Business Partner Agreement
Marketing Assistant General Terms
--------------------------------------------------------------------------------
Table of Contents
Section Title Page
l. Definitions............................. 2
2. Agreement Structure..................... 3
3. Our Relationship........................ 3
4. Confidential Information................ 4
5. Demonstration and Internal-Use Products. 5
6. Federal Reporting Requirements.......... 5
7. Trademarks.............................. 5
8. No Property Rights...................... 6
9. Limitation of Liability................. 6
10. Changes to the Agreement Terms.......... 6
11. Ending the Agreement.................... 6
12. Electronic Communications............... 7
13. Geographic Scope........................ 7
14. Governing Law........................... 7
1. Marketing Assistant General Terms
Definitions
Marketing Activities is your performance of sales activities, and (as
applicable) installation and support activities, for a Product, as we
specify in the applicable Attachment. This includes establishing and
maintaining a business relationship with a Prospect, becoming knowledgeable
of its requirements, and satisfying those requirements with a solution. A
solution is comprised of Products, and may include other complementary
products.
Marketing Assistant is a term we apply to a business partner relationship
(authorized under this Agreement) in which we compensate you for the
authorized Marketing Activities you perform that result in a Prospect's
acquisition of a Product from us (and not from a remarketer). For example,
Application Specialists are Marketing Assistants.
Product is any of the following, IBM or non-lBM, that we authorize you to
market:
1. a machine, its features, conversions, or upgrades, or any combination of
them;
2. a program; or
3. a service.
Prospect is a potential customer for a Product acquired from us (and not
from a remarketer) for 1) the customer's own use and not for remarketing and
2) installation in the United States or Puerto Rico. Your business
enterprise is not a Prospect. The following Prospects are excluded, unless
we specify otherwise in the applicable Attachment or Profile:
1. "Federal Prospects" which means the Federal government, Federal
government owned or affiliated (or sponsored) corporations or other
organizations, organizations involved in Federal procurement activities
that are authorized to procure using our GSA Schedule Contract, and
Federal prime contractors and subcontractors who are engaged in a
specific Federal procurement opportunity;
2. "K-12 Educational Institutions." A K-12 Educational Institution is a
pre-kindergarten through 12th grade, special education, or post-
secondary vocational or technical school; and
3. Prospects in a territory assigned to a Segment Specialist. (A Segment
Specialist is a type of Marketing Assistant who performs Marketing
Activities for Prospects in its territory.)
Page 2 of 7
Profile
We specify the details of our relationship (for example, the contract
period) in a document called a "Profile." Each of us agrees to the terms of
the Profile, the Marketing Assistant General Terms, and the applicable
Attachments referred to in the Profile, (collectively called the
"Agreement"), by signing the Profile.
Attachments
Each of our relationships requires terms in addition to those we specify in
the Marketing Assistant General Terms. We provide the additional terms in
documents called "Attachments." Several Attachments may apply to you. We
specify in your Profile the Attachments that apply.
Transaction Documents
We will provide to you the appropriate "Transaction Documents" that confirm
the details of a specific relationship between us. The following are
examples of Transaction Documents, with examples of the information they may
contain:
1. forms (Prospect identification);
2. supplements (territory and objectives); and
3. exhibits (compensation plan).
Conflicting Terms
If there is a conflict among the terms in the various documents, those of an
Attachment prevail over those of the Marketing Assistant General Terms. The
terms of the Profile prevail over those of both of these documents. The
terms of a Transaction Document prevail over those of all the documents.
Acceptance of the Terms in a Transaction Document
You accept the terms in a Transaction Document by doing any of the
following:
1. signing it;
2. engaging in authorized Marketing Activities; or
3. accepting payment for such activities.
3. Our Relationship
Mutual Responsibilities
Each of us agrees that under this Agreement:
1. you are an independent contractor and are solely responsible for the
prices and terms of your own products and services. If you act on your
behalf (and not ours) for Prospects, you agree to perform those
activities under your own, separate agreement. You agree to ensure that
Prospects understand that those activities are not on our behalf;
2. neither of us is legally a partner of the other (for example, neither
of us is responsible for debts incurred by the other), and you are not
our employee;
3. neither of us will bring a legal action more than two years after the
cause of action arose: and
4. each of us is free to enter into similar agreements with others.
Page 3 of 7
Our Responsibilities
We will:
1. at our discretion, help you identify a Prospect, and meet with you and
the Prospect;
2. provide facilities, if available, for you to demonstrate Products;
3. manage the Product ordering process from scheduling to delivery;
4. specify the compensation plan in the applicable Transaction Document:
5. compensate you;
6. offer you selected Products (for example, "Demonstration Products")
under special terms; and
7. offer you selected education courses and marketing tools, and provide
you with access to selected information systems (such as tools for
configuring Products or on-line demonstrations), only in support of your
authorized Marketing Activities. Programs associated with these systems
are subject to the terms of their applicable license agreements, except
that you may not transfer them. We may charge you for such education
courses and marketing tools, and access to our systems.
Your Responsibilities
You agree to:
1. perform the Marketing Activities specified in the applicable
Attachment and, in doing so, give preference to the marketing of
Products over those of others;
2. be responsible for Customer satisfaction with our Products and all
your related activities, and participate in Customer-satisfaction
programs as we determine;
3. maintain a sufficient number of employees adequately trained on
Products;
4. comply with our business conduct and security guidelines, and
procedural information that we make available to you;
5. not assume or create any obligations on our behalf, or make any
representations or warranties about us or the Products, other than
those we have authorized;
6. not assign this Agreement or your rights under it without our prior
written consent. Any attempt to do so is void; and
7. give us prompt written notice of any substantive change to your
business structure or operating environment (for example, a material
change in equity ownership or management, or any change to information
supplied in your application). Such change may result in immediate
termination of this Agreement.
4. Confidential Information
This section is a Supplement to the IBM Agreement for Exchange of
Confidential Information, which both of us must sign. The following is
confidential information:
1. any item we xxxx as confidential;
2. information we give you about Prospects, unannounced Products or
business plans; and
3. any market-intelligence information we give you.
You may use such confidential information solely in the performance of
your responsibilities under this Agreement.
All other information exchanged between us is nonconfidential, unless
disclosed under a separate Supplement.
Page 4 of 7
We may make Demonstration and internal-use Products, which you acquire under
your IBM Customer Agreement, available to you under special terms. If you have a
Demonstration Product that is a machine for which there is an upgrade available,
you may acquire the upgrade (but not a replacement machine) as a Demonstration
Product. If you are also our approved remarketer and you acquire Products for
development use, you may not acquire the same Products for demonstration use.
We may also limit the quantity of Demonstration Products you may acquire.
You may acquire internal-use Products (not available to K-12 Marketing
Assistants) after the first year of your relationship with us as an IBM Business
Partner. Internal-use Products are not limited to those we approve you to market
in your Profile. Your total acquisition of such Products may not exceed a
certain dollar amount, which we determine prior to the beginning of each year.
We determine this amount by applying the percent we specify, in your Profile, to
the total IBM revenue for which you received credit during the prior year. You
may not transfer or defer acquisitions to a subsequent period.
You agree to:
1. use an internal-use Product for your own use;
2. use a Demonstration Product primarily in support of your Marketing
Activities. You may also use it to develop and test application programs
for use with Products;
3. not resell, lease, or transfer such Products for 12 months after their
First Day of Charge, without our prior written consent. If the Product is
an upgrade to a machine, the 12-month period for the machine begins on the
First Day of Charge for the upgrade, and
4. pay an adjustment charge if you use such Products other than as described
above. The charge is the difference between what you paid and the full
charge for the Product.
The license for each program acquired as a Demonstration Product terminates at
the end of this Agreement, unless you keep the program. If you do so, you may be
required to pay the full license charge. If this Agreement ends, internal-use
Products you have ordered with a ship date prior to the day this Agreement
ends, remain eligible for the discount.
You may not combine these offerings with any other discount or allowance.
6. Federal Reporting Requirements
To comply with Federal law, you agree not to employ or compensate any
individuals to perform activities under this Agreement (without our prior
written approval) who were, within the last two years:
1. members of the armed forces in a pay grade of 0-4 or higher; or
2. civilians employed by the Department of Defense with a pay rate equal to, or
greater than, the minimum rate for a grade GS-13.
You agree to provide us with any information that we need to comply with this
law.
7. Trademarks
We will provide you with advertising guidelines for our logos, trade and service
marks, trade names, emblems, and titles (collectively called "Trademarks"). We
will specify, in your Profile, the title you are authorized to use. You may also
use the IBM Business Partner emblem associated with that title. You may use the
Trademarks only as described in the guidelines and only in association with the
Products we authorize you to market.
On our request, you agree to change or stop using any advertising or promotional
material that does not comply (as we determine) with our guidelines or this
Agreement. When this
You agree that any goodwill attaching to our Trademarks as a result of your use
of them belongs to us. You agree not to register or use any xxxx that is
confusingly similar to any of our Trademarks.
8. No Property Rights
Your rights under this Agreement are not property rights and cannot be
transferred to anyone else. For example, you may not sell your authorization to
market the Products or your right to use our Trademarks.
9. Limitation of Liability
Circumstances may arise where, because of a default on our part or other
liability, you are entitled to recover damages from us. In each such instance,
regardless of the basis on which you are entitled to claim damages from us, we
are liable only for:
1. bodily injury (including death), and damage to real property and tangible
personal property; and
2. the amount of any other actual loss or damage, up to $100,000.
This limit also applies to any of our subcontractors and program developers. It
is the maximum for which we are collectively responsible.
Items for Which We are Not Liable
Under no circumstances are we liable for either of the following:
1. third-party claims against you for losses or damages (other than those under
the first item listed above); or
2. economic consequential damages (including lost profits or savings) or
incidental damages, even if we are informed of their possibility.
10. Changes to the Agreement Terms
In order to maintain flexibility in our relationship, we may change the terms of
this Agreement by giving you one month's written notice. We may change the
Exhibit on written notice. However, changes are not retroactive. They apply as
of the effective date we specify in the notice.
Otherwise, for a change to be valid, both of us must sign it. Additional or
different terms in any order or written communication from you are void.
11. Ending the Agreement
This Agreement ends when terminated or when the contract period ends and is not
renewed. When it does, all authorizations to perform Marketing Activities under
it will also end. However, if a wind-up period applies, these authorizations
will terminate at the end of the wind-up period.
When the Agreement ends, each of us agrees to promptly settle all our accounts,
including any outstanding advances. We may offset any amounts due you against
amounts due us or
[MISSING TEXT]
Expiration
If we do not renew our relationship, upon expiration of the contract period, we
will give you a three-month wind-up period during which you will conclude your
existing Marketing Activities in an orderly manner. You agree to perform those
activities, for those transactions we approve, under the terms of this
Agreement.
Termination
You may terminate this Agreement, with or without cause, on one month's written
notice.
We may terminate this Agreement, with or without cause, on three months' written
notice. If the termination is for cause, we may (at our discretion) allow you a
reasonable opportunity to cure. If you fail to do so, the date of termination is
that specified in the notice.
Certain acts or omissions are so serious as to warrant immediate termination. If
you repudiate this Agreement, materially breach any of its terms or make any
material misrepresentation to us, we may terminate this Agreement at any time,
on written notice. Examples of a material breach are your failure to give us
prompt written notice of any substantive change to your business structure or
operating environment, and violation of our trademark terms. You agree that our
only obligation is to provide the notice called for in this section and we are
not liable for any claims or losses if we do so.
No wind-up period applies upon termination.
12. Electronic Communications
Each of us may communicate with the other by electronic means. When we do so,
you agree to utilize electronic communications as we specify. Both of us agree
to the following for all electronic communications:
1. an identification code (called a "USERID") contained in an electronic
document is legally sufficient to verify the sender's identity and the
document's authenticity;
2. an electronic document that contains a USERID is a signed writing; and
3. an electronic document, or any computer printout of it, is an original when
maintained in the normal course of business.
13. Geographic Scope
All your rights and all our obligations are valid only in the United States
and Puerto Rico.
14. Governing Law
Since we are a New York corporation, the laws of the State of New York
govern this Agreement.
NSP/Application Specialist and AS Attachment
These terms are in addition to those of the Marketing Assistant General
Terms. They apply to NSP/Application Specialists, Application Specialists,
and Federal Specialists.
1. Authorization
We specify, in your Profile, the Products for which you may perform
Marketing Activities. We will inform you if we add or withdraw Products. You
may also perform Marketing Activities for our programs, peripherals, and
other offerings associated with these Products. For example, if you are
authorized to perform Marketing Activities for an IBM AS/400, you may
perform Marketing Activities for any Product (unless we specify otherwise)
which attaches to it, even if the Product will be attached to a non-lBM
machine.
We authorize you to perform Marketing Activities with a Transaction Document
called a "Prospect Form." Alternatively, we may authorize you to perform
Marketing Activities for a project with a Transaction Document called a
"Project Form." A project has additional terms associated with it.
2. Identification of Prospects
Either of us may identify a Prospect. You do so by providing a completed
Prospect Form to our office responsible for the Prospect. For Federal
Specialists, a Prospect Form becomes effective when we accept it. For all
others, a Prospect Form becomes effective one month from the date we receive
it, unless we notify you earlier that it is accepted or rejected. Prospects
may include K-12 educational institutions.
A Prospect is no longer yours if:
1. we request it for any of the following reasons--
a. the Prospect is unsuitable (for example, due to inadequate credit);
b. the Prospect cancels the order; or
c. the Prospect has made a firm commitment to another vendor for the
solution.
2. you or the Prospect requests it.
When either of the above occurs, we will discuss it with you and the
Prospect (as appropriate) and notify you of any changes. Upon our
notification, you agree to stop performing Marketing Activities for that
Prospect.
3. Marketing Activities
You agree to perform Marketing Activities for a Prospect until the
later of the end of the Marketing or Support Period.
A "Marketing Period" is the time frame we specify (a minimum of three
months) during which you perform Marketing Activities. A "Support Period" is
a time frame we specify (a minimum of three months), beginning on a
Product's First Day of Charge, during which you continue to perform
Marketing Activities. The "First Day Of Charge" is the date that payment for
a Product is due us under our applicable agreement with a customer.
3. advise us of planned installation dates and any dependencies;
4. advise the Prospect regarding installation responsibilities, and assist in
developing and implementing related plans (including education) and progress
reviews;
be the primary contact for Product information, and technical and operational
advice associated with the solution delivered. Such advice may include systems
management, capacity planning, problem solving, and use of our support and
service resources; and
6. on our request--
a. provide us with any customer-signed documents we require,
b. participate in configuration and systems assurance reviews,
c. assist in problem identification and resolution, and
d. assist in collection activities for customer payments due us.
Compensation
We will compensate you within one month after the end of the month in which you
earn your compensation. You earn your compensation on the First Day of Charge
for a Product acquired by a Prospect, including those Products associated with
the original sale and installed during the Support Period. If you do not receive
your payment, you must request it in writing within 12 months after the First
Day of Charge for the affected Product. If you fail to do so, no payment will be
made.
We determine your eligibility for, and the amounts of, all payments. You agree
to provide your IBM Business Partner number with all orders for which you are
requesting payment.
We specify a fixed dollar fee or a percent (used to determine the fee) for each
Product. If we specify a percent, we apply it to the Product's one-time or
recurring charge, as invoiced to the customer. For a recurring charge, we apply
the percent to 1) 12 times the monthly charge or 2) the sum of the initial
charge and the annual charge.
If a customer does not accept a Product, does not pay for it, or returns it, you
agree to reimburse us for any payments we made to you associated with it. If a
customer does not retain a Product with a recurring charge for at least 12
months, we will prorate the payment to you.
We periodically reconcile amounts we paid you to amounts you actually earned. We
will deduct amounts due us from future payments or ask you to pay. Each of us
agrees to promptly pay the other any amounts due.
NSP/Application Specialist and AS Attachment
These terms are in addition to those of the Marketing Assistant General Terms.
They apply to NSP/Application Specialists, Application Specialists, and Federal
Specialists.
1. Authorization
We specify, in your Profile, the Products for which you may perform Marketing
Activities. We will inform you if we add or withdraw Products. You may also
perform Marketing Activities for our programs, peripherals, and other offerings
associated with these Products. For example, if you are authorized to
perform Marketing Activities for an IBM AS/400, you may perform Marketing
Activities for any Product (unless we specify otherwise) which attaches to it,
even if the Product will be attached to a non-lBM machine.
We authorize you to perform Marketing Activities with a Transaction Document
called a "Prospect Form." Alternatively, we may authorize you to perform
Marketing Activities for a project with a Transaction Document called a "Project
Form." A project has additional terms associated with it.
2. Identification of Prospects
Either of us may identify a Prospect. You do so by providing a completed
Prospect Form to our office responsible for the Prospect. For Federal
Specialists, a Prospect Form becomes effective when we accept it. For all
others, a Prospect Form becomes effective one month from the date we receive it,
unless we notify you earlier that it is accepted or rejected. Prospects may
include K-12 educational institutions.
A Prospect is no longer yours if:
1. we request it for any of the following reasons--
a. the Prospect is unsuitable (for example, due to inadequate credit);
b. the Prospect cancels the order; or
c. the Prospect has made a firm commitment to another vendor for the
solution.
2. you or the Prospect requests it.
When either of the above occurs, we will discuss it with you and the Prospect
(as appropriate) and notify you of any changes. Upon our notification, you agree
to stop performing Marketing Activities for that Prospect.
3. Marketing Activities
You agree to perform Marketing Activities for a Prospect until the later of
the end of the Marketing or Support Period.
A "Marketing Period" is the time frame we specify (a minimum of three months)
during which you perform Marketing Activities. A "Support Period" is a time
frame we specify (a minimum of three months), beginning on a Product's First
Day of Charge, during which you continue to perform Marketing Activities. The
"First Day of Charge" is the date that payment for a Product is due us under
our applicable agreement with a customer.
2. submit orders (if applicable) and any order changes;
3. advise us of planned installation dates and any dependencies;
4. advise the Prospect regarding installation responsibilities, and assist
in developing and implementing related plans (including education) and
progress reviews;
5. be the primary contact for Product information, and technical and
operational advice associated with the solution delivered. Such advice may
include systems management, capacity planning, problem solving, and use of
our support and service resources: and
6. on our request--
a. provide us with any customer-signed documents we require,
b. participate in configuration and systems assurance reviews,
c. assist in problem identification and resolution, and
d. assist in collection activities for customer payments due us.
4. Compensation
We will compensate you within one month after the end of the month in which you
earn your compensation. You earn your compensation on the First Day of Charge
for a Product acquired by a Prospect, including those Products associated with
the original sale and installed during the Support Period. If you do not
receive your payment, you must request it in writing within 12 months after the
First Day of Charge for the affected Product. If you fail to do so, no payment
will be made.
We determine your eligibility for, and the amounts of, all payments. You agree
to provide your IBM Business Partner number with all orders for which you are
requesting payment.
We specify a fixed dollar fee or a percent (used to determine the fee) for each
Product. If we specify a percent, we apply it to the Product's one-time or
recurring charge, as invoiced to the customer. For a recurring charge, we apply
the percent to 1) 12 times the monthly charge or 2) the sum of the initial
charge and the annual charge.
If a customer does not accept a Product, does not pay for it, or returns it,
you agree to reimburse us for any payments we made to you associated with it. If
a customer does not retain a Product with a recurring charge for at least 12
months, we will prorate the payment to you.
We periodically reconcile amounts we paid you to amounts you actually earned. We
will deduct amounts due us from future payments or ask you to pay. Each of us
agrees to promptly pay the other any amounts due.
NSP/APPLICATION SPECIALIST AND AS EXHIBIT
IBM Business Partner Agreement - Marketing Assistant
Exhibit No.: NSPAS-67
May 1, 1996
Table of Contents
Section Page
------- ----
1.0 COMPENSATION PLAN 2
1.1 General 2
1.1.1 Base Amount Compensation 2
1.1.2 Fee Compensation 2
1.1.3 Assisted Sales Provisions 2-3
1.1.4 Conditions Where There Is No Compensation 3
2.0 Base Amount/Fee Table 4-5
3.0 Fee Table 6-7
Page 1 of 7
The terms of this Exhibit are in addition to those of the IBM Business Partner
Agreement - Marketing Assistant and only to Marketing Assistants approved as
Application Specialists (AS) or National Solution Provider/Application
Specialists (NSP/AS).
1.1 GENERAL
-------
The compensation plan for the NSP/AS is comprised of several elements which
include base amount compensation, fee compensation based on the Product charge
as invoiced to the customer, and other compensation terms.
The compensation plan for the AS includes fee compensation based on the product
charge as invoiced to the customer and other compensation terms.
1.1.1 BASE AMOUNT COMPENSATION
The NSP/AS will determine the Prospect's discount percent for the Product (up to
the maximum percent identified as the maximum fee opportunity for the Product in
the Base Amount Table) which determines the amount invoiced to the Prospect. The
compensation to the NSP/AS is the difference between the Product price invoiced
to the Prospect (exclusive of taxes and not more than the list price) and the
base amount of the Product (listed in the Base Amount Fee Table below). The
Product price to the Prospect cannot be more than the Product's list price at
time of installation.
1.1.2 FEE COMPENSATION
If we specify a fee percent (used to determine the fee) for each Product, we
apply it to the Product's one-time or recurring charge as invoiced to the
customer, unless specified otherwise. For a recurring charge, we apply the
percent to 1) 12 times the monthly charge or 2) the sum of the initial charge
and the annual charge.
The NSP/AS and AS are eligible for fees on selected IBM licensed programs (such
as System Programs and Application Programs) and other offerings such as IBM
maintenance, IBM Credit, Local Vendor Program (LVP) fees, and services
offerings.
1.1.3 ASSISTED SALES PROVISIONS
Assisted Sales Provisions apply only to Application Specialists (and not to
National Solution Providers). Assisted Sales Provisions cover those situations
where a relationship exists between Prospects in different IBM branch offices
(for example, the Prospects are within the same enterprise or related under an
IBM Agreement, for example, an Affiliated End User.) Products are marketed in
one location (Central Branch Office or CBO) and installed in other locations
(Territory Branch Office or TBO). Marketing Assistants performing Marketing
Activities at either the CBO or TBO are eligible only for fees when approved in
advance by IBM. Payments will vary based on the type of Product installed, the
classification of the Prospect, and/or the amount of remote support required.
Assisted Sales Provisions cover IBM Selected National Accounts, Selected
Government Accounts, Affiliated End Users, Extended Enterprises (non-IBM
remarketer), Communications Terminal and Controller Installations, Remote
Systems Installations, and Direct Reporting Accounts.
When a Prospect is identified as a TBO installation of a Selected National
Account, Selected Government Account, Affiliated End User or Extended
Enterprise, the fee percent is applied to 75% of the Product's one-time or
recurring charge. At the CBO, the fee percent is applied to 25% of the Product's
one-time or recurring charge.
Page 2 of 7
When a Prospect is approved as a Remote Systems Installation, the fee percent is
applied to either 25% or 75% of the Product's one-time or recurring charge as
determined by IBM. Where there is no TBO Support required, the Marketing
Assistant at the CBO is eligible for 75%, and the Marketing Assistant at the TBO
is eligible for 25%. Where there is local support required, the Marketing
Assistant at the CBO is eligible for 25%, and the Marketing assistant at the TBO
is eligible for 75%.
1.1.4 CONDITIONS WHERE THERE IS NO COMPENSATION
Compensation to the NSP/AS or AS for Product(s) is applicable only when the
Business Partner is responsible for the Marketing Activities for the Product(s).
Compensation for the following items will not be included in any element of this
plan, unless we specify otherwise.
. Placements of Products and other IBM offerings for which the IBM branch
office responsible for the Prospect receives no revenue (this does not apply
to Products sourced from IBM PC Direct).
. Placement of Products acquired directly from IBM which are not ordered
through the IBM Advanced Administration System (AAS).
. The NSP/AS or AS is performing as an IBM subcontractor for a Prospect and the
subcontractor tasks duplicate any of the Marketing Activities for the
Prospect.
. Placements of Products by other IBM Marketing Assistants or IBM Remarketers.
. Temporary installations: IBM machines or programs installed at one customer
location, for the purposes of testing or demonstration, that the customer
intends to move to another location within a short period of time.
. Products sold by IBM under a special bid contract approved by the IBM Federal
Integrator Channel Department.
. IBM PCs (this does not apply to Products sourced from IBM PC Direct);
. Products acquired for use outside of the United States and Puerto Rico.
. Products acquired from non-IBM authorized sources.
. Products acquired for resale.
. Products sold without the IBM logo.
. Products acquired by IBM subsidiaries or IBM employees.
. Publications, supplies, cables, or accessories.
. The amount on an IBM services invoice for services which you perform as a
subcontractor.
. Taxes, separately itemized or invoiced.
Page 3 of 7
The following table lists the products, associated base amounts (stated as a
percentage of the applicable list price of the product), and the maximum fee
opportunity available for the NSP/AS. it also lists the products and
(associated fee percentages (stated as a percentage of the product charge as
invoiced to the customer) for the, NSP/AS and AS. An MES has the same base
amount, maximum fee opportunity, and fee as the machine on which it is
installed, unless otherwise specified in the table.
An AS is eligible for fees on large scale computing systems-and other machines
only when the machines are connected directly or by communication lines to a
large scale computing system the as is approved to market.
An NSP/AS is eligible for fees on system units and other machines only when the
machines are connected directly or by communication lines to a system unit the
NSP/AS is approved to market.
BASE AMOUNT/FEE TABLE
----------------------
N S P/AS AS
------------------------------ ----------
Maximum
Base Fee Fee Fee
Product Name Amount Opportunity Percentage Percentage
---------------------------------------------------------------------------------------------------------------------------
Application Business Systems (Division 54} (Machines)
-----------------------------------------------------
IBM AS/400 System Units
9402 80% 20% 5% N/A
9402 Model 2XX MES 85% 15% 5% N/A
9404 82% 18% 4% N/A
9404 Model 2XXt3XX MES 85% 15% 4% N/A
9406 84% 16% 3% N/A
9406 Model 2XX/3XX MES 85% 15% 3% N/A
Other Machines 83% 17% 4% N/A
(For example: 5159, 5209, 5259)
RISC System/6000 (Division 75) (Machines)
-----------------------------------------
IBM 7006, 7009 82% 18% 4% N/A
IBM 7011, 7012 84% 16% 5% N/A
IBM 7013, 7015 81% 19% 4% N/A
IBM 7025, 7247, 7248, 7249 82% 18% 4% N/A
IBM 9076 N/A N/A 3% N/A
Other Machines 82% 18% 4% N/A
(For example: 7010, 7027, 7030, 7235, 7250)
System/390 (Division 26) (Machines)
-----------------------------------
IBM 9021 Processors N/A N/A 1% 1%
IBM 9121 Processors N/A N/A 2% 2%
IBM 9221 Processors N/A N/A 3% 3%
IBM 0000-X Xxxxxxxx Xxxxxxxxxx Xxxxxx X/X X/X 0% 3%
Other Machines N/A N/A 2% 2%
(For example- 9032, 9033, 9034, 9035, 9309)
Application Solution (Division 45) (Machines)
---------------------------------------------
IBM 3890 N/A N/A 5% 5%
IBM 4683, 4693, 4694, 4965 N/A N/A 6% 6%
IBM 7632, 7633 90% 10% 2% 2%
Other Machines N/A N/A 6% 6%
(For example: 4702, 4707, 4717, 4718, 4753, 4754, 4755,
4777, 4778, 6527, 7520, 7524, 7526, 7527)
Page 4 of 7
Maximum
Base Fee Fee Fee
Product Name Amount Opportunity Percentage Percentage
---------------------------------------------------------------------------------------------------------------------------
Industry Products (AP) (Division 56) (Machines)
-----------------------------------------------
IBM 4712,4722,4772 N/A N/A 6% 6%
Micro Electronics (Division 29) (Machines)
------------------------------------------
IBM 4770 N/A N/A 6% 6%
Networking Hardware (Division 49) (Machines)
--------------------------------------------
IBM 3745, 3746 89% 11% 3% 3%
IBM 6611 Network Processor/IBM 84% 16% 5% 5%
2210 Nways Multiprotocol Router
Other Machines 90% 10% 5% 5%
(For example: 3172, 3174, 3299, 5299, 5394, 5494, 8250,
8260, 8285)
IBM Printing Systems Company (Division 92) (Machines)
-----------------------------------------------------
IBM Printers - 3816, 4224, 4232, 6252 84% 16% 4% 4%
IBM Printers - 3912, 3916, 3930, 3935, 4028, 4230,
4234, 6408 89% 11% 3% 3%
Other Machines
(For example: 3828, 3829, 3835, 3900, 4245, 6262)
Storage Systems (Division 35) (Machines)
----------------------------------------
IBM 3390, 3990 84% 16% 4% 4%
IBM 3490, 3494, 3495, 3590, 3591 80% 20% 4% 4%
IBM 3995 80% 20% 5% 5%
IBM 7204, 7207, 7210, 9333, 9334 82% 18% 4% 4%
IBM 9336 80% 20% 4% 4%
IBM 9337 68% 32% 4% 4%
IBM 9345 89% 11% 3% 3%
Other Machines 89% 11% 4% 4%
(For example: 7131, 7133, 7134, 7135, 7137, 7206,
7208, 7332, 7336, 9331, 9332, 9341, 9343, 9348,
9391, 9392, 9394, 9395)
Multimedia Systems (Division 32)
--------------------------------
__90 Xxxxx X/X X/X 0% X/X
X-xxxxxx XXX. Call 1-800-4AKIOSK (0-000-000-0000) for information and approval to order.
IBM Personal Computer Company Terminals (Division 44)
-----------------------------------------------------
3151, 3164, 3472, 3476, 3481, 3482, 3483, 3486, 3487,
3488, 3489 90% 10% 4% 4%
Other IBM Machines Not Included in Above Categories
---------------------------------------------------
90% 10% 4% 4%
Page 5 of 7
The following table lists the Products and associated fee percentages applied to
the Product charge (as invoiced to the customer).
FEE TABLE
---------
NSP/AS
PRODUCT OFFERING Central Order TBO Order AS
---------------- ------------------------- ------
IBM Licensed Programs 12% 10% 10%
IBM Project Support Services(2)(7)(8)
Customized Operational Services 20% 20% 20%
Customized Operational Services Equipment 20% 20% 20%
Air Conditioners and Chillers
Surge Suppressors
Uninterruptible Power Supplies(UPS)
Liebert DataPad
Systems Integration 6% 6% 6%
Application Design & Development 6% 6% 6%
Other Services 20% 20% 20%
(Examples: LAN Doctor Services, Soft Install)
IBM Authorized Local Vendor Program(1)(3) 40% 40% 30%
IBM Maintenance Services(4)(7)(8) 20% 20% 20%
IBM Continuing Support Services(2)(7)(8)
Support Family Services 20% 20% 20%
Business Recovery Services N/A N/A N/A
Monthly-Charge Offering (9) 15% 15% 15%
One-time Charge Consulting Services 10% 10% 10%
One-time Charge Business Capacity Svcs 10% 10% 10%
Customized Operational Services 20% 20% 20%
ESCON Manager, SiteManager
IBM Credit Corporation Financing(5)(7) 1% 1% 1%
IBM Credit Corporation Used Machines(6)(7) 4% 4% N/A
Products ordered through IBM Direct N/A N/A N/A
IBM System/390 Entry Server Offering 3% 3% 3%
(1) Fee percentage is applied to the dollar amount we Invoice the vendor for
the fee due us.
(2) Fees are paid on the total contract amount, including non-IBM products, but
excluding services which you perform as a subcontractor and moving company
charges.
(3) Marketing Assistant is eligible for fees that IBM earns for Activity
Categories 1 through 5 as defined In the IBM Authorized Local Vendor
Program (LVP). However, the Marketing Assistant will not be compensated for
performing LVP activities for its own products. LVP products are not listed
in this Exhibit. Information on these products will be provided by the IBM
office identified on the Territory Supplement for the territory in which
the Marketing Assistant will market the products.
(4) Includes maintenance acquired under payment and service options such as
Extended Maintenance Option (EMO) and Mid-Range System Option (MRSO) and
Corporate Service Option (CSO).
(5) IBM Credit fee is paid based on the total amount financed for all new
financing and financing of used equipment from IBM Credit inventory.
Excluded from the fee payment will be rollovers, base lease extensions
(BLEXs), end of lease renewals and other refinancing, as well as end of
lease sales. The fee for used equipment leases will be based on Monthly
Lease Accounts Receivabee (MLAR) or the sum or the lease payments over the
projected life of the lease. It is the responsibility of IBM Marketing
Assistants to introduce IBM 's financing offerings qualify customer
Interest in financing, and provide leads to IBM Credit Financial
Marketing Advisors (FMAs).
(6) IBM Credit fee is paid based upon the invoiced amount, the Monthly Lease
Accounts Receivable (MLAR), or the sum of the lease payments over the
projected life of the lease, whichever is applicable of the used IBM
machines (which must include an IBM AS/400 System Unit, IBM RISC
System/6000 system, or IBM 9336/9337 DASD) from IBM Credit inventory.
(7) Marketing Assistant must submit Fee Payment Request Form to be eligible
for payment except when the Product covered Is new and it is under IBM
Credit financing.
Page 6 of 7
