Exhibit 10.3
CONFIDENTIAL TREATMENT REQUESTED, CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION
IBM BUSINESS PARTNER AGREEMENT [IBM LOGO]
DISTRIBUTOR ATTACHMENT
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These terms prevail over and are in addition to or modify the Remarketer Terms
Attachment.
1. MARKETING APPROVAL
You are approved to market Products and Services to Remarketers (but not to
IBM approved Distributors unless we specify otherwise in your Profile) and
to End Users. Your Profile will specify to whom you may market Products and
Services.
2. YOUR RESPONSIBILITIES TO IBM
You agree:
1. to develop a mutually acceptable business plan with us, if we require
one. Such plan will document each of our marketing plans as they apply to
our relationship. We will review the plan, at a minimum, once a year;
2. that, unless precluded by applicable law, one of the requirements for you
to retain this relationship is that you achieve the minimum annual
attainment we specify in your Profile:
3. to order Products and Services as we specify in the operations guide;
4. to maintain trained personnel, as we specify in your Profile or Exhibit,
as applicable;
5. to provide us, on our request, relevant financial information about your
business so we may, for example, use this information in our
consideration to extend credit terms to you. We may require an annual
audited financial report;
6. unless we specify otherwise in the Exhibit, to maintain the capability to
demonstrate the Products we approve you to market;
7. to maintain sufficient inventory of Products to meet Remarketer demands.
We may specify in your Exhibit certain Products we require you to have
regularly available;
8. to secure from your Remarketers a signed Program license agreement for
Programs requiring signature; and
9. to ensure that the terms in any agreement you may have with Remarketers
are not in conflict with this Agreement.
If, during our review of your Remarketer's compliance with its Business
Partner Agreement with us, we find the Remarketer has materially breached
the terms of the Agreement, you agree to refund the amount equal to the
discount (or fee, if applicable) we gave you for the Products that are the
subject of the breach, if we require you to do so.
3. YOUR RESPONSIBILITIES TO REMARKETERS
You agree to:
1. provide Products and Services to them on an equitable basis;
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2. provide development, demonstration, evaluation and internal use Products
(we specify eligible Products in the Exhibit) to those Remarketers who
are eligible to acquire such Products. You must make such Products
available to each of them on the same terms, regarding the maximum
quantity of Products that may be acquired and the minimum retention
period, as we make available to you;
3. fulfill all their valid orders for eligible Products and Services;
4. give written notification to the Remarketer of any modification you make
to a Product and the name of the warranty service provider, and advise
that such modification may void the warranty for the Product;
5. provide the Program license agreement to them, if applicable, and require
them to provide the agreement to the End User, and
6. provide the following Items to Remarketers when we have given such items
to you for distribution to them:
a. promotional offerings and material;
b. incentives;
c. marketing funds;
d. support documentation; and
e. advertising material.
You agree to distribute them proportionally and according to the
procedures we specify, and to require the Remarketer to properly
implement or distribute them, as applicable.
Except for personal computer Products, you also agree to:
1. inform them that you are available to provide Product and Services
support to them;
2. provide pre- and post-installation sales support to them. You agree you
are responsible for their satisfaction with such support;
3. provide configuration support to them, for Products we specify;
4. assist them in Product problem determination and resolution; and
5. advise them of the terms regarding the date of installation for Products
IBM installs.
4. YOUR REMARKETERS' RESPONSIBILITIES
When you market Products and Services to Remarketers who do not have a
contractual relationship with IBM for such Products and Services, you agree
to inform them of their responsibility to:
1. provide the support necessary to maintain customer satisfaction;
2. provide Program Services to their End Users;
3. provide Product configuration support to their End Users;
4. assist their End Users to achieve productive use of the Products and
Services they marketed;
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5. inform their End Users of Product installation requirements;
6. comply with all terms regarding Program upgrades;
7. refund the amount paid for a Product returned if such return is provided
for in its warranty or license or a money-back guarantee we offer End
Users. The Remarketer may return the Product to you for credit, as we
specify in the operations guide
8. for a Program requiring the End User's signature on the Program license
agreement, obtain the signature before providing the Program to the End
User and return the agreement as we specify;
9. provide warranty information to their End Users, when applicable;
10. comply with all export laws and regulations including those of the
United States, the Governing Law section of this Agreement and any laws
and regulations of the country in which the Product is imported or
exported, and advise their End User that IBM's warranty responsibilities
do not apply (unless the warranty terms state otherwise);
11. provide a dated sales receipt or its equivalent (such as an invoice) to
their End User;
12. give their End Users written notice of any modification you or the
Remarketer made to a Product and the name of the warranty service
provider and advise that such modification may void the warranty for the
Product;
13. inform their End Users that the sales receipt (or other documentation,
such as Proof of Entitlement if it is required) will be necessary for
proof of warranty entitlement or for Program upgrades;
14. inform their End Users of educational offerings, as applicable;
15. advise their End Users of the terms regarding a Machine's production
status;
16. assist you in locating Products if we require such assistance from you;
and
17. retain records of each sales transaction for three years.
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IBM BUSINESS PARTNER AGREEMENT
REMARKETER TERMS ATTACHMENT
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TABLE OF CONTENTS
Section Title Page
1. Our Relationship............................................ 2
2. Ordering and Delivery....................................... 3
3. Inventory Adjustments....................................... 3
4. Price, Invoicing, Payment and Taxes......................... 4
5. Licensed Internal Code...................................... 5
6. Programs.................................................... 6
7. Export...................................................... 6
8. Title....................................................... 7
9. Risk of Loss................................................ 7
10. Installation and Warranty................................... 7
11. Warranty Service............................................ 8
12. Marketing of Services for a Fee............................. 8
13. Marketing of Financing...................................... 9
14. Engineering Changes......................................... 9
15. Ending the Agreement........................................ 9
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IBM BUSINESS PARTNER AGREEMENT
REMARKETER TERMS ATTACHMENT
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1. OUR RELATIONSHIP
As our IBM Business Partner, you market to your Customers the Products and
Services (including shrink-wrap Services) we provide to you. These terms
apply to a Business Partner whose method of distribution is under our
remarketer terms, and includes Distributors, Resellers, Solution Providers,
and Systems Integrators.
RESPONSIBILITIES
Each of us agrees:
1. we offer a money-back guarantee to End Users for certain Products. You
agree to inform the End User of the terms of this guarantee before the
applicable sale. For any such Product, you agree to 1) accept its return
in 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 a transportation charge for return of the Product to us and
will give you an appropriate credit.
2. each of us is free to set its own prices and terms: and
3. neither of us will discuss its Customer prices and terms in the presence
of the other.
Other Responsibilities
You agree:
1. to refund the amount paid for a Product or Service returned to you if
such return is provided for in its warranty or license. You may return
the Product to us for credit at our expense, as we specify in the
operations guide;
2. to provide us with sufficient, free and safe access to your facilities,
at a mutually convenient time, for us to fulfill our obligations;
3. to retain records, as we specify in the operations guide, of each Product
and Service transaction (for example, a sale or credit) for three years;
4. to provide us with marketing, sales, installation reporting and inventory
information for our Products and Services, as we specify in the
operations guide;
5. that, when you are approved to market to Remarketers, to market Products
and Services which require certification, only to Remarketers who are
certified to market them;
6. to comply with all terms regarding Program upgrades;
7. to provide a dated sales receipt (or its equivalent, such as an invoice)
as we specify in the operations guide, to your Customers, before or upon
delivery of Products and Services; and
8. to report to us any suspected Product defects or safety problems, and to
assist us in tracing and locating Products.
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2. ORDERING AND DELIVERY
You may order Products and Services from us as we specify in the operations
guide. You agree to order them in sufficient time to count toward your
minimum annual attainment, if applicable.
We will agree to a location to which we will ship. We may establish
criteria for you to maintain at such location (for example, certain physical
characteristics, such as a loading dock), as we specify in the operations
guide.
Upon becoming aware of any discrepancy between our shipping manifest and the
Products and Services received from us, you agree to notify us immediately.
We will work with you to reconcile any differences.
Although we do not warrant delivery dates, we will use reasonable efforts to
meet your requested delivery dates.
We select the method of transportation and pay associated charges for
Products and Services we ship,
We may not be able to honor your request for modification or cancellation of
an order. We may apply a cancellation charge for orders you cancel within
10 business days before the order is scheduled to be shipped. The Exhibit
will specify if a cancellation charge applies and where we will specify the
charge.
If we are unable to stop shipment of an order you cancel, and you return
such Product to us after shipment, our inventory adjustment terms apply.
3. INVENTORY ADJUSTMENTS
We will specify in your Exhibit the Products and Services to which this
section applies.
Products and Services you return to us for credit must have been acquired
directly from us. You must request and receive approval from us to return
the Products and Services.
Products and Services must be received by us within one month of our
approving their return, unless we specify otherwise to you in writing. We
will issue a credit to you when we accept the returned Products and
Services.
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.
For certain Products and Services you return, a handling charge applies. We
will specify the handling charge percentage in the Exhibit. We determine
your total handling charge by multiplying the inventory adjustment credit
amount for the Products and Services by the handling charge percent.
You agree to pay transportation and associated charges for Products and
Services you return.
Unless we specify otherwise, returned Products and Services must be in their
unopened and undamaged packages.
You agree to ensure the returned Products and Services are free of any legal
obligations or restrictions that prevent their return. We accept them only
from locations within the country to which we ship Products and Services.
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We will reject any returned Products and Services that do not comply with
these terms.
4. PRICE, INVOICING, PAYMENT AND TAXES
PRICE AND DISCOUNT
The price, and discount if we specify one, for each Product and Service will
be made available to you in a communication which we provide to you in
published form or through our electronic information systems or a
combination of both. Unless we specify otherwise, discounts do not apply to
Program upgrades, accessories, or field-installed Machine features,
conversions, or upgrades.
The price for each Product and Service is the lower of the price in effect
on the date we receive your order, or the date we ship a product or "shrink-
wrap" Service, or the start date of a Service, if it is within six months of
the date we receive your order.
PRICE AND DISCOUNT CHANGES
We may change prices and increase discounts at any time. We may decrease
discounts on one month's written notice.
Price increases for Products and Services included in a project do not apply
to you for up to two years from the start date of a project (we will protect
the price that was in effect at the time we received the first order for the
project) if you documented the project to us and we approved and accepted
such documentation. We will specify additional details, if any, to you in
writing.
We will specify in your Exhibit if the following credit terms do not apply
to Products and Services we approve you to market.
If we decrease the price or increase the discount for a Product or Service,
you will be eligible to receive a price decrease credit or a discount
increase credit for those you acquired directly from us that are in your
inventory, or in transit, or if the Product's date of installation or
Service start date not occurred. However, Products acquired from us under
special offering (for example, a promotional price or a special incentive)
may not be eligible for a full credit. You must certify your inventory to
us in writing within one month of the effective date of the change. The
credit is the difference between the price you paid, after any adjustments,
and the new price.
The following terms apply to Programs licensed on a recurring-charge basis:
We may increase a recurring charge for a Program by giving you three months'
written notice. An increase applies on the first day of the invoice or
charging period on or after the effective date we specify in the notice.
INVOICING, PAYMENT AND TAXES
Amounts are due upon receipt of invoice and payable as specified in a
transaction document. You agree to pay accordingly, including any late
payment fee. Details of any late payment fee will be provided upon request
at the time of order and will be included in the notice.
You may use a credit only after we issue it.
If any authority requires us to include in our invoice to you a duty, tax,
levy, or fee which they impose, excluding those based on our net income,
upon any transaction under this Agreement, then you agree to pay that
amount.
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RESELLER TAX EXEMPTION
You agree to provide us with your valid reseller exemption documentation for
each applicable taxing jurisdiction to which we ship Products. If we do not
receive such documentation, we will charge you applicable taxes and duties.
You agree to notify us promptly if this documentation is rescinded or
modified. You are liable for any claims or assessments that result from any
taxing jurisdiction refusing to recognize your exemption.
PURCHASE MONEY SECURITY INTEREST
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. You agree to sign an appropriate document (for example, a
"UCC-1") to permit us to perfect our purchase money security interest.
FAILURE TO PAY ANY AMOUNTS DUE
If you fail to pay any amounts due in the required period of time, you agree
that we may do one or more of the following, unless precluded by law:
1. impose a finance charge, as we specify to you in writing, up to the
maximum permitted by law, on the portion which was not paid during the
required period;
2. require payment on or before delivery of Products and Services;
3. repossess any Products and Services for which you have not paid. If we
do so, you agree to pay all expenses associated with repossession and
collection, including reasonable attorneys' fees. You agree to make the
Products and Services available to us at a site that is mutually
convenient;
4. not accept your order until any amounts due are paid;
5. terminate this Agreement; or
6. pursue any other remedy available at law.
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 Related Companies.
In addition, if your account with any of our Related Companies becomes
delinquent, we may invoke any of these options when allowable by applicable
law.
5. LICENSED INTERNAL CODE
We will identify each Specific Machine in the Exhibit. 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 agreement that we will
provide to you.
YOUR RESPONSIBILITIES
You agree to inform your End User, and record on the sales receipt, that the
Machine you provide is a Specific Machine using Licensed Internal Code. You
agree to provide the applicable license agreement to your End User before
the sale is finalized.
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6. PROGRAMS
You agree to ensure the End User has signed the license agreement for a
Program requiring a signature, as we specify in the Exhibit, before such
Program is provided to the End User, and to provide any required
documentation to us. All other Programs are licensed under the terms of the
agreement provided with them. You agree, where applicable, to provide the
Program license to the End User before such Program is provided to the End
User.
We will designate in the Exhibit if 1) we will ship the media and
documentation to you or, if you request and we agree, to the End User, 2)
you may copy and redistribute the media and documentation to the End User,
or 3) you must copy and redistribute the media and documentation to the End
User. If we ship the media and documentation, we may charge you. We will
specify such charge to you in writing. If you copy and redistribute, you
must be licensed to use the Program from which you make the copies. A
Program license you acquired for use under the Demonstration, Development
and Evaluation Products terms fulfill this requirement.
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.
PROGRAM SERVICES
Program Services are described in the Program's license agreement. You are
responsible to provide your Customers, who are licensed for a Program, the
Program Services we make available to you.
If the End User agrees in writing, you may:
1. delegate this responsibility to another IBM Business Partner who is
approved to market the Product, or
2. provide an enhanced version of this support through the applicable IBM
Service you market to the End User.
If you delegate your support responsibilities to another IBM Business
Partner, you retain customer satisfaction responsibility. However, if you
market our applicable Services to the End User, we assume customer
satisfaction responsibility for such support.
7. EXPORT
You may actively market Products and Services only within the geographic
scope specified in this Agreement. You may not market outside this scope,
and you agree not to use anyone else to do so.
If a Customer acquires a Product for export, our responsibilities, if any,
under this Agreement no longer apply to that Product unless the Product's
warranty or license terms state otherwise. You agree to use your best
efforts to ensure that your Customer complies with all export laws and
regulations, including those of the United States and the country specified
in the Governing Law Section of this Agreement, and any laws and regulations
of the country in which the Product is imported or exported. Before your
sale of such 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.
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We exclude these Products from:
1. any of your attainment toward your objectives; and
2. qualification for applicable promotional offerings and marketing funds.
We may also reduce future supply allocations to you by the number of
exported Products.
8. TITLE
When you order a Machine, we transfer title to you when we ship the Machine.
Any prior transfer to you of title to a Machine reverts back to IBM when it
is accepted by us as a returned Machine.
We do not transfer a Program's title.
9. RISK OF LOSS
We bear the risk of loss of, or damage to, a Product or Service until its
initial delivery from us to you or, if you request and we agree, delivery
from us to your Customer. Thereafter, you assume the risk.
10. INSTALLATION AND WARRANTY
We will ensure that Machines we install are in good working order and
conform to their specifications. We provide instructions to enable the set-
up of Customer-Set-Up Machines. We are not responsible for the installation
of Programs or non-IBM Machines. We do, however, preload Programs onto
certain Machines. We provide a copy of our applicable warranty statement to
you. You agree to provide it to the End User for review before the sale is
finalized, unless we specify otherwise.
We calculate the expiration date of an IBM Machine's warranty period from
the Machine's Date of Installation. Warranty terms for Programs are
described in the Programs' license terms.
We provide non-IBM Products WITHOUT WARRANTIES OF ANY KIND, unless we
specify otherwise. However, non-IBM manufacturers, suppliers, or publishers
may provide their own warranties to you.
For non-IBM Products we approve you to market, you agree to inform your
Customer in writing 1) that the Products are non-IBM, 2) the manufacturer or
supplier who is responsible for warranty (if any), and 3) of the procedure
to obtain any warranty service.
DATE OF INSTALLATION FOR A MACHINE WE ARE RESPONSIBLE TO INSTALL
The Date of Installation for a Machine we are responsible to install is the
business day after the day 4) we install it or, 5) it is made available for
installation, if you (or the End User) defer Installation. Otherwise (for
example, if others install or break its warranty seal), it is the day we
deliver the Machine to you (or the End User). In such event, we reserve the
right to inspect the Machine to ensure its qualification for warranty
entitlement.
THE DATE OF INSTALLATION FOR A CUSTOMER-SET-UP MACHINE
The Date of Installation for a Customer-Set-Up Machine is the date the
Machine is installed which you or your Remarketer, if applicable, record on
the End User's sales receipt. You must also notify us of this date upon our
request.
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INSTALLATION OF MACHINE FEATURES, CONVERSIONS, AND UPGRADES
We sell features, conversions and upgrades for installation on Machines,
and, in certain instances, only for installation on a designated, serial
numbered Machine. Many of these transactions involve the removal of parts
and their return to us. As applicable, you represent that you have the
permission from the owner and any lien holders to 1) install features,
conversions and upgrades and 2) transfer the ownership and possession of
removed parts (which become our property) to us. You further represent that
all removed parts are genuine, and unaltered, and in good working order. A
part that replaces a removed part will assume the warranty and maintenance
Service status of the replaced part. You agree to allow us to install the
feature, conversion, or upgrade within 30 days of its delivery. Otherwise,
we may terminate the transaction and you must return the feature,
conversion, or upgrade to us at your expense.
11. WARRANTY SERVICE
We will specify in the Exhibit whether you or we are responsible to provide
Warranty Service for a Machine.
When we are responsible for providing Warranty Service for Machines, you are
not authorized to provide such Service, unless we specify otherwise in the
Exhibit.
When you are responsible for providing Warranty Service, you agree to do so
according to the terms we specify in the Warranty Service Attachment.
12. MARKETING OF SERVICES FOR A FEE
If you marketed a Product to an End User under this Agreement, or if you are
approved in your Profile to market a Service, you may, as we specify in the
Exhibit, 1) market Services, or 2) provide a qualified lead to us so that we
may market Services, to the End User on any machine or program, and receive
a fee from us. We provide Services to the End User under the terms of our
applicable agreement, signed by the End User.
You will receive a fee for a lead when it 1) is submitted on the form we
provide to you, 2) is for an opportunity which is not known to us, and 3)
results in the End User ordering the Service from us within six months from
the date we received the lead from you.
Alternatively, you will receive a fee for marketing when 1) you identify the
opportunity and perform the marketing activities, 2) you provide us with the
order and any required documents signed by the End User, and 3) if a
standard Statement of Work is used, there are no changes, and no marketing
assistance from us is required.
You may market Services on eligible non-IBM Products regardless of whether
you marketed a Machine or Program to the End User.
We will not pay you the fee if the machine or program is already under the
applicable Service or if there is agreement to place the Machine or Program
under the applicable Service or if the Service was terminated by the End
User within the last six months.
If the Service is terminated within three months of the date payment from
the End User was due us, you agree to reimburse us for any payments we made
to you associated with it. The reimbursement may be prorated if the Service
is on a recurring charge basis.
We periodically reconcile amounts we paid you to amounts you actually
earned. We may deduct amounts due us from future payments we make to you, or
ask you to pay amounts due us. Each of us agrees to promptly pay the other
any amounts due.
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13. MARKETING OF FINANCING
If we approve you on your Profile, you may market our Financing Services for
Products and Services and any associated products and services you market to
the End User. If you market our Financing Services, we will pay you a fee
as we specify to you in your Exhibit.
We provide Financing Services to the End User under the terms of our
applicable agreements signed by the End User. You agree that, for the items
that will be financed 1) you will promptly provide us any required documents
including invoices, with serial numbers, if applicable, 2) the supplier will
transfer clear title to us, and 3) you will not transfer to us any
obligations under your agreements with the End User.
We will pay you or the supplier when the End User has initiated financing
and acknowledged acceptance of the items being financed.
14. ENGINEERING CHANGES
You agree to allow us to install 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 Customer's location for Machines for which we provide
Warranty Service; and
2. your location for other Machines.
Alternatively, we may provide you with the parts (at no charge) and
instructions to do the installation yourself. We will reimburse you for
your labor as we specify.
15. ENDING THE AGREEMENT
Either of us may terminate this Agreement, with or without cause, on three
months' written notice. If, under applicable law, a longer period is
mandatory, then the notice period is the minimum notice period allowable.
If we terminate for cause (such as you not meeting your minimum annual
attainment), 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, if either party breaches a material term of the Agreement, the
other party may terminate the Agreement on written notice. Examples of such
breach by you are: if you do not maintain customer satisfaction; if you do
not comply with the terms of a transaction document; if you repudiate this
Agreement: or if you make any material misrepresentations to us. 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 or shrink-wrap
Services for which you have not paid; and
2. allow us, at our discretion, to acquire any that are in your possession
or control, at the price you paid us, less any credits issued to you.
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Products and shrink-wrap Services to be returned must be in their unopened
and undamaged packages and in your inventory (or in transit from us) on the
day this Agreement ends. We will inspect them, and reserve the right of
rejection. You agree to pay all the shipping charges.
At the end of this Agreement, each of us agrees to immediately settle any
accounts with the other. When allowable by applicable law, we may offset
any amounts due you against amounts due us or any of our Related Companies.
You agree that if we permit you to perform certain activities after this
Agreement ends, you will do so under the terms of this Agreement.
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IBM BUSINESS PARTNER AGREEMENT [IBM LOGO]
FEDERAL REMARKETER ATTACHMENT
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These terms are in addition to or modify the Remarketer Terms Attachment,
Remarketer Terms Attachment for Workstation Software and the Transaction
Remarketer Terms. They apply only when you market Products and Services to a
Federal End User.
1. FEDERAL END USER
"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.
2. TITLE
You may propose an integrated solution through a higher-tier federal contractor
in fulfillment of a specific government procurement where title to the Machine
passes directly to the federal government. In no event shall you permit transfer
of title for any Machine purchased under this Agreement to other than the
federal government. Under no circumstances may you assign any of your
responsibilities under this Agreement to the Federal End User.
3. BUY AMERICAN ACT / TRADE AGREEMENTS ACT (BAA/TAA)
We make no representation or certification regarding the domestic or foreign
origin of products we provide.
4. EXPORT OF PRODUCTS
When the federal government purchases Products and Services for its own use
outside the United States, (i.e., an embassy or military installation) they do
count 1) toward your minimum annual attainment 2) toward determination of your
discount or price, as applicable, or 3) for determining your marketing or
promotional funds. Your future supply allocations will not be affected. If for
such Products. the warranty will be voided unless the equipment is returned to
the United States for service. Title to the products must reside with the United
States government, and the government must be responsible for the program
licenses.
5. GSA PRICE PROTECTION
IBM will provide price protection to GSA Schedule holders. These schedule
holders must have an appropriate GSA contract addendum provided by the IBM
Government Industry Federal Business Partner Program Manager, before being
eligible for the price protection terms set out in that addendum.
6. ENDING THE AGREEMENT (For federal contract obligations, excluding GSA)
If we terminate this Agreement without cause, we will permit you to continue to
market under the terms of this Agreement through the date on which this
Agreement would otherwise have ended had we not terminated it. You agree to
promptly withdraw any bids that include Products and Services which were
anticipated to have been obtained under this Agreement, unless we agree to terms
and conditions under the Federal Systems Integrator (FSI) Program (or similar or
successor program) for the bid as offered.
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IBM BUSINESS PARTNER AGREEMENT [IBM LOGO]
IBM WARRANTY SERVICE ATTACHMENT
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IBM WARRANTY SERVICE RESPONSIBILITY
You may provide IBM Warranty Service from locations we approve. You must apply
for approval and meet the criteria we specify in the Service support guidelines
we provide to you.
If we do not approve you to provide IBM Warranty Service from a location, you
agree to assign such Service to us or to any party approved by us to provide IBM
Warranty Service (unless we specify Otherwise to you in the Service support
guidelines).
WHEN YOU ARE APPROVED TO PROVIDE IBM WARRANTY SERVICE FROM A LOCATION
When you are approved to provide IBM Warranty Service from a location, you agree
to do the following, as we specify in the Service support guidelines we provide:
1. validate that the End User is entitled to IBM Warranty Service;
2. maintain IBM Warranty Service approval status and capability;
3. ensure the Service is performed only by personnel trained to our standards
and consistent with our service terms;
4. provide the Service even for Machines the End User did not acquire from you
(unless you have assigned responsibility, as described below in the
subsection entitled "Assignment of IBM Warranty Service Responsibility., for
all units of such Machine type/model);
5. not assign, delegate or subcontract the IBM Warranty Service responsibility
unless approved by us in writing;
6. service Machines only at locations we approve or at your End Users'
locations;
7. submit only valid warranty-reimbursement requests to us: and
8. retain records for three years, by location, of each warranty claim you
submit to us.
We will:
1. inform you of the IBM Warranty Service approval process;
2. train you to provide IBM Warranty Service. We provide training for the
minimum number of your Service personnel that we require and additional
training at your request. We may charge a fee for the training. We will
specify if there is a fee.
Additionally, for each location from which we approve you to provide IBM
Warranty Service, we will specify if there is a one-time Warranty Service start
up fee, and we will:
1. provide you with necessary technical information; and
2. pay you for IBM Warranty Service you provided and exchange (or reimburse you
for) parts. Such parts must be received by us within the time period we
specify.
In the event you are no longer approved to provide IBM Warranty Service, you
agree to inform your End Users and any Business Partner for whom you were the
assignee.
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IF YOU ARE NOT APPROVED TO PROVIDE WARRANTY SERVICE FROM A LOCATION
If you are not approved to provide IBM Warranty Service from a location, you
agree to:
1. assign, without delay, the IBM Warranty Service to us or any party approved
by us; and
2. notify your End User of the assignment.
ASSIGNMENT OF IBM WARRANTY SERVICE RESPONSIBILITY
Your IBM Warranty Service Responsibility as an Assignor:
Unless we specify otherwise to you in writing, you may assign IBM Warranty
Service responsibility to us or to any party approved by us to provide it for:
1) all IBM Machines, 2) all units of an IBM Machine type/model by specifying
that choice in your Profile, or 3) for individual IBM Machines at the time of
sale to the End User For Machines for which you assign IBM Warranty Service
responsibility, you agree to:
1. ensure the assignee accepts IBM Warranty Service responsibility for each
Machine assigned;
2. provide a copy of the sales receipt to the assignee. Such sales receipt must
specify the End User's name, Machine type/model, serial number, date of sale,
date of delivery and installed-at location. If you do not indicate an
assignee's name or location on the sales receipt, or if the assignee's name
or location is not valid, you will be responsible for providing IBM Warranty
Service for that Machine;
3. notify your End User of the assignment; and
4. remain responsible for your End User's satisfaction with such Service.
If you assign IBM Warranty Service for all units of an IBM Machine type/model to
us or to a party approved by us as you specify in your Profile, you are not
required to maintain the capability to provide IBM Warranty Service for that IBM
Machine type/model.
The responsibility to provide IBM Warranty Service reverts to you if the End
User is not satisfied with the IBM Warranty Service provided by your assignee or
if the assignee loses its approval to provide IBM Warranty Service. You may
subsequently assign 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 assignment.
Your IBM Warranty Service Responsibility as an Assignee:
If you accept assignment of IBM Warranty Service responsibility from an IBM
Business Partner, the applicable provisions of this Attachment apply to you.
As an assignee, you accept such responsibility for each Machine for which you
are named on the End User's sales receipt. You may not reassign such
responsibility. If, at a later date, the assignor is no longer approved to
market the Machine type/model, you will have the additional responsibility for
the End User's IBM Warranty Service satisfaction.
MAINTENANCE PARTS
We provide maintenance parts for use in providing IBM Warranty Service on IBM
Machines and for maintaining Machines. You agree to maintain an inventory of
such parts to meet your Customers' service requirements. We provide maintenance
parts for Warranty Service on an exchange basis. We will inform you of the price
of such parts. These maintenance parts may not be new, but will be in good
working order.
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COUNTRY UNIQUE TERMS FOR THE WARRANTY SERVICE ATTACHMENT
EMEA
The following terms apply to all countries in EMEA:
In the subsection entitled "IBM Warranty Service Responsibility":
The following replaces the second paragraph:
If we do not approve you to provide Warranty Service from a location, you agree
to assign such Service for that location to us or any party approved by us to
provide IBM Warranty Service.
The following replaces item 4:
provide the service even for IBM Machines the End User did not acquire from you;
The terms of the subsection entitled "Assignment of Warranty Service
Responsibility" are not applicable.
Add the following as the last item in the section entitled "If You Are Not
Approved to Provide Warranty Service From a Location":
remain responsible for your Customer's satisfaction with that service.
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[IBM LOGO] BUSINESS PARTNER AGREEMENT
AUTHORIZED ASSEMBLERS ATTACHMENT
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These terms are in addition to and prevail over the terms of the Remarketer
Terms Attachment and the Distributor Attachment.
By signing this Attachment you accept its terms.
We approve you, as our Authorized Assembler, to 1) assemble and test (according
to our specifications) an Approved Product and 2) market an Approved Product to
Remarketers. Unless we specify otherwise, your Related Companies are not
authorized to assemble and test Approved Products.
We will specify in the Exhibit for Authorized Assemblers, additional terms such
as those regarding Approved Products, inspection and packaging requirements and
our returns process. We will also list approved Components in the Exhibit. We
will notify you if we withdraw any ISUs or Components from marketing. If we do
so, you agree that upon the effective date of the withdrawal you will no longer
use such ISUs or Components in the assembly and testing of Approved Products.
We will specify in a document we call an Authorized Assembler Operations Guide
(Operations Guide), processes and guidelines for the assembly and testing of
Approved Products, such as those regarding certification and quality control.
1. DEFINITIONS
APPROVED PRODUCT is the IBM product you will configure, assemble, and test
(for example from an ISU and Components), according to our specifications.
The terms of the Agreement regarding a Product also apply to an Approved
Product.
AUTHORIZED LOCATION is a site, controlled and operated by you, at which we
authorize you to perform your responsibilities under this Attachment. Certain
requirements, such as the minimum number of trained personnel and pre-
assembly certification must be met at each Authorized Location.
COMPONENT means the IBM Machine parts (such as hard files, memory, and
adapter cards), miscellaneous assembly parts (such as screws, brackets, and
cables), and product ship
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Both of us agree that the complete agreement between us about this relationship
consists of 1) this Attachment and 2) the IBM Business Partner Agreement (or any
equivalent agreement signed by both of us).
Agreed to: (IBM Business Partner name) Agreed to:
International Business Machines Corporation
By________________________________ By________________________________
Authorized signature Authorized signature
Name (type or print) Name (type or pint)
Date: Date:
IBM Business Partner number: IBM Office address:
IBM Business Partner address:
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After signing, please return a copy of this Attachment to the IBM address
shown above.
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groups (such as publications and power cords) we specify. The terms of the
Agreement regarding a Machine also apply to a Component.
INCOMPLETE SYSTEM UNIT (called "ISU") means the partially assembled IBM
system unit we identify in the Exhibit, from which an Approved Product is to
be configured. The terms of the Agreement regarding a Machine also apply to
an ISU.
PROGRAM TOOL means any program we provide for testing purposes (such as
diagnostics code or virus-protection programs), and any preload-enabling code
we provide.
2. ALLOCATION AND ORDERING
Unless we specify otherwise in the Exhibit, you agree to:
1. provide us, on a monthly basis, with a forecast of your requirements and
current on-hand inventory, for the next 4 (four) months (or otherwise,
upon our request), for ISUs and Components. We will allocate a monthly
supply of ISUs and Components to you, at our discretion, based upon
consideration of your forecasts, current on-hand inventory, actual sales,
availability, and other business factors we consider relevant;
2. purchase the monthly number of ISUs and Components allocated to you,
within ten (10) days of our notification of such allocation. If you do
not, we may reduce subsequent allocations of ISUs and Components; and
3. order the ISUs and Components, as described in the Exhibit.
3. ASSEMBLY AND TESTING
We will:
1. provide initial training for your personnel. as we specify, in our
assembly and testing processes included in the Operations Guide; and
2. certify each of your Authorized Locations upon your establishing their
compliance with (a) our assembly and testing processes, (handling of any
Program or return of Components or ISUs), and (b) the minimum number of
trained personnel we specify.
You agree to:
1. assemble and test Approved Products using new or used ISUs and Components
provided by us under the terms of this Attachment. You may not assemble
Approved Products, for example, using ISUs or Components that were used by
you in any manner or were acquired from any other source, including a
trade-in (an Approved Product returned to you must be treated as a used
machine unless you can establish that the Approved Product has not been
installed);
2. meet the certification requirements we specify in the Operations Guide,
including maintaining a minimum number of IBM-trained assembly technicians
at each Authorized Location, as we specify in the Product Approval Section
of this Attachment;
3. create an electronic assembly record for each Approved Product in the
format we specify and electronically transmit the record to us using the
electronic systems we specify. You agree you are responsible for any
associated costs;
4. include, in unmodified form, all publications, license agreements,
certificates of authenticity, labels, and ship groups with each Approved
Product, as we describe in the Exhibit;
5. make copies of the Exhibit, and allow your personnel to use such copies,
only as necessary for the performance of your responsibilities under this
Attachment;
6. assemble and test Approved Products only at Authorized Locations;
7. provide on-going assembly and testing training to your personnel, as we
specify;
8. acquire and maintain any tools and other equipment necessary to perform
our assembly and testing processes;
9. unless we specify otherwise in the Exhibit, use IBM ISUs and Components
only as described in this Attachment. You may not, for example, distribute
or resell such ISUs or Components;
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10. ensure that each Approved Product and its carton have labels that
indicate the Approved Product may contain used parts.
You also agree to conspicuously xxxx the outside of the shipping container of
the Approved Product, as we specify in the Exhibit, to identify the Approved
Product as having been assembled according to our specifications by an IBM
Authorized Assembler.
You represent and warrant that an Approved Product will be free from defects
in your workmanship under normal use and operation, for the duration of the
applicable warranty.
4. PROGRAM TOOLS
GRANT OF LICENSE
A Program Tool is owned by International Business Machines Corporation or one
of its subsidiaries or an IBM Supplier, and is copyrighted and licensed, not
sold. We grant you a nonexclusive, nontransferable license to use a Program
Tool only in the assembly and testing of Approved Products. You may make one
copy of a Program Tool for backup purposes. No other rights under this
license are granted.
You may not, for example, do any of the following:
1. use or copy a Program Tool, except as provided in this Attachment;
2. modify or merge a Program Tool;
3. reverse assemble, reverse compile, or otherwise translate a Program
Tool;
4. sublicense or assign the license for a Program Tool; or
5. distribute a Program Tool to any third party.
NO WARRANTY
SUBJECT TO ANY STATUTORY WARRANTIES WHICH CANNOT BE EXCLUDED, IBM MAKES NO
WARRANTIES OR CONDITIONS EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, WARRANTIES OF NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, CONCERNING THE
FUNCTION, PERFORMANCE OR DOCUMENTATION FOR A PROGRAM TOOL.
This exclusion also applies to any of our subcontractors, suppliers or
program developers (collectively called "Suppliers-).
RESPONSIBILITIES
For each Authorized Location, we will provide you (electronically, on media
or otherwise) with a single copy of each Program Tool we specify, in the
Exhibit.
You agree to:
1. for a Program Tool licensed under the terms of a third-party agreement,
execute that agreement and comply with its terms;
2. not remove any identification code that may be placed on a Program Tool
by us; and
3. make payments, if any, due for any additional programs or other code you
add.
5. QUALITY, RELIABILITY, AND SAFETY
We will, prior to including a machine type/model in the Exhibit as an
Approved Product, test the standard configurations of such machine type/model
to ensure that it meets FCC, UL, and other specifications. If you make any
alterations or attachments to the standard configurations, you are
responsible for ensuring compliance with FCC, UL, and the other
specifications.
You agree:
1. upon our request, to immediately stop assembly of Approved Products;
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2. to comply with our recall process, if any, for Approved Products;
3. not to modify or alter the subassemblies (such as power supplies,
processors, planars) or other mechanical subassemblies of any Component
or ISU;
4. to identify the additional IBM components, if any, added to an Approved
Product, in the electronic assembly record and identify any non-IBM
components;
5. not to use any ozone-depleting substances in your assembly and testing
processes;
6. to comply with all environmental laws and regulations regarding the
disposal of materials used in assembly and test processes;
7. to make any changes and improvements we identify as a result of periodic
audits of your processes and compliance with the terms of the Agreement;
8. if an IBM service representative determines that failure of an Approved
Product is due to poor workmanship or noncompliance with our
specifications, to reimburse us for any expenses we incur to correct the
deficiency or noncompliance;
9. to track data on failure rates in the assembly process and to provide
this data to us, as we specify in the Exhibit;
10. to allow us, at our discretion and at any time, to remove an in-process
or completed Approved Product from your Authorized Location so that we
may perform our own testing;
11. to establish a Quality Management System, as we specify in the Operations
Guide; and
12. to establish an Electrostatic Discharge (ESD) protection program, as we
specify in the Operations Guide.
You represent and warrant that an Approved Product will fully comply with all
functional, quality, and reliability specifications or standards, including
all FCC, UL, and those for consumer product safety.
6. MARKETING OF APPROVED PRODUCTS
You agree:
1. to specify in all bids, proposals, and invoices you provide to
Remarketers:
a. that an Approved Product was assembled by you according to our
specifications,
b. the serial number of the ISU, and all feature codes of the Components
and additional components, as applicable, included in the Approved
Product, including a clear and conspicuous reference to the
manufacturer of any additional components, and
c. the appropriate warranty terms, as described in the Exhibit, for the
Approved Product and any additional components;
2. to comply with all applicable laws and regulations in marketing Approved
Products that have "used" content;
3. to market Approved Products only to IBM Remarketers who we have approved
to acquire Products from you;
4. that Approved Products you assemble:
a. will count towards your minimum attainment requirements;
b. will be included, if applicable, in the calculation of your annual
system revenue performance attainment for establishing your discount,
c. are eligible for participation in the North American Distributor
Program if indicated as eligible in the IBM Business Partner Exhibit
and installed as part of a RS/6000 System;
d. may be used to fulfill End User orders under your Solution Provider
relationship;
e. may be used to fulfill your Remarketers' orders for internal use
Products,
f. may not be used to fulfill Development or Demonstration Product
orders; and
5. not to place Approved Products under an IBM Business Partner Trial
Program.
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7. PRICES
For an ISU, we will invoice you a net price equal to our list price for That
model configuration, less 1) the price of the agreed-to removed components
(listed in the Exhibit) and 2) your Remarketer discount. We will apply your
Remarketer discount to your purchase of Components, as well as non-ISU
standard Machine configurations;
In the event that the price of a Component corresponding to a standard,
specify or select feature of an Approved Product changes, and the related
price of the Approved Product does not change accordingly, we reserve the
right to adjust the price of an ISU so that the combined price of the ISU
and Component is equal to the price of the Approved Product. When this
results in a price increase for the ISU, we will charge you an amount equal
to the difference between the new ISU and the previous ISU price, less your
Remarketer discount, for any affected ISUs in your inventory. Otherwise, all
the terms of the Agreement relating to a price increase or decrease apply.
8. RETURNS
We accept returns of ISUs and Components and non-ISU standard Machine
configurations acquired under the terms of this Attachment:
1. under the inventory adjustment terms of the Agreement. They must be
returned in their original, unopened containers. No open-box returns will
be accepted; or
2. if they fail during the assembly and testing process. You agree to return
to us, subject to our authorization, the failed parts along with failure
documentation, as we specify. Upon our receipt of the ISU or Component
and verification of the failure, we will issue a credit to you. You may
choose to (a) purchase a replacement for the failed item, in which case
the credit issued will not apply toward your inventory adjustment
category limit, or (b) notify us of your intent to include the defective
part as a returned item under the inventory adjustment terms of the
Agreement.
Once assembled and tested, an Approved Product may not be returned.
9. OWNERSHIP AND LICENSE
We own all intellectual property rights (including ownership of copyright)
in and to the design, developed under our direction and at our expense, of
1) the Approved Products and 2) the processes used or developed to assemble
and test Approved Products.
We grant you a revocable, nonexclusive, nontransferable, paid-up, limited
license to such designs to enable you to, solely in the performance of your
responsibilities under this Agreement:
1. assemble, use for testing purposes, sell or otherwise transfer, the
Approved Products; and
2. use, in connection with the assembly, testing, sale or distribution of
Approved Products, the Approved Product name and its associated
trademark.
10. INDEMNIFICATION
In addition to the damages for which you are liable under law and the terms
of this Agreement, you will defend, indemnify and hold us harmless from all
fines, claims, and expenses of any kind (including reasonable attorney's
fees and expenses) arising from or connected with:
1. allegations that you have violated or otherwise failed to comply with any
applicable law, ordinance, rule or regulation in the performance of your
obligations under this Attachment;
2. any breach, default, or noncompliance by you related to your
representations, warranties or obligations under this Attachment;
3. alteration or modification by you of any Program Tool, whether we
approved of such alteration or modification or not;
4. modification by you of any assembly or test process, agency compliance
requirement, or other specifications contained in the Exhibit for
Authorized Assemblers or the Operations Guide, as appropriate; and
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5. unauthorized use or distribution of Program Tools by you or your
employees or agents.
11. TERM AND TERMINATION
This Attachment becomes effective on the date it is agreed-to by us and will
remain in effect for the contract-period duration specified in your Profile,
unless terminated earlier by either of us under the terms of this Section.
This Attachment will end if your Distributor relationship ends.
Either of us may terminate this Attachment, with or without cause, on three
months' written notice. In addition, we will consider the following to be a
material breach of these terms: 1) your failure to comply with our assembly
and testing specifications; or 2) your failure to cure, within the 90
(ninety) day period, a deficiency in the number of trained personnel.
In the event that notice of termination is given, we may 1) reject any or
all orders received from you after such notice and prior to the effective
date of termination or 2) limit shipments during this period. In addition,
as of the date the notice of termination is given, we may discontinue
extension of any pricing terms previously made available to you.
When this Attachment ends, you agree to sell to us, at the price you paid
us, all new and unused ISUs and Components in your inventory.
12. PRODUCT APPROVAL
PRODUCTS YES/NO MINIMUM NUMBER OF IBM
TRAINED ASSEMBLY
TECHNICIANS BY AUTHORIZED
LOCATIONS
RS/6000 _________________ 2
STORAGE SYSTEMS _________________ 1
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IBM BUSINESS PARTNER AGREEMENT [IBM LOGO]
NORTH AMERICAN DISTRIBUTOR ATTACHMENT
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The terms of this Attachment are in addition to or modify and prevail over the
terms of the Remarketer Terms Attachment and the Distributor Attachment.
You are approved to market Products to your Remarketers in Canada and the United
States.
1. PRODUCT SOURCE
You may acquire Products from us only in the country in which you have signed
the IBM Business Partner Agreement.
2. ORDERING AND SHIPMENT
We will specify in the Exhibit the Specific Products that are eligible for
export under this offering. We will not export Products. We will ship
Products to you, your Remarketer or their End Users only in the country in
which you acquire the Products from us.
3. EXPORT OF PRODUCTS
You, or your Remarketer, are responsible for all costs and expenses
associated with exporting Products. This includes payment of transportation,
duties and other expenses resulting from the export of the Products.
You, or your Remarketer, are responsible for complying with all applicable
United States and Canadian laws and regulations including, without
limitation, United States Department of Commerce regulations regarding the
export of restricted technology. Depending on the specific Products, other
laws and regulations may apply.
You are responsible for obtaining all necessary clearances required to export
or re-export from the country of origin/shipment and import into the country
of installation.
4. ADMINISTRATION AND NOTIFICATION TO IBM
Within seven days of the date you export a Product, you agree to provide to
us the specific Product type/model and serial number of the exported Product.
You agree to notify us in writing of the name and address of each End User at
which an exported Product has been installed within 10 days of the Date of
Installation.
5. AVAILABILITY SERVICES
Your Remarketer is authorized to market Availability Services under the terms
and conditions of the country in which the Product is installed.
When your Remarketer markets Availability Services with a Product which is
installed in Canada, IBM Canada Ltd. will pay you the applicable Canadian
fee. Likewise, when your Remarketer markets Availability Services with a
Product which is installed in the United States, we will pay you the
applicable U.S. fee.
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BUSINESS PARTNER AGREEMENT [IBM BUSINESS
IBM PRINTER REMARKETER PROFILE PARTNER LOGO]
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We welcome you as an IBM Business Partner.
This Profile covers the details of your authorization to market our Products to
Customers. Like you, we are committed to providing the highest quality Products
to the Customer. As our distributor, 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): YES Date received by IBM:_____________
---------
Agreed to: (IBM Business Partner name) Agreed to:
BUSINESS PARTNER SOLUTIONS, INC. International Business Machines
XXX XXXXXXX, XX 00000 Corporation
By /s/ Xxx Xxxxxxx By_______________________________
-------------------------------- Authorized signature
Authorized signature
Name (type or print): XXX XXXXXXX Name (type or print): XXXXXX XXXXXXX
Date: October 1, 1997 Date:
IBM Business Partner address: IBM Office address:
000 XXXX XXXX 0000 XXXXXXXX XXXXXXX
XXX XXXXXXX, XX 00000 XXXXXXX, XX 00000
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After signing, please return a copy of this Profile to the local "IBM Office
address" shown above.
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Page 1 of 3
DETAILS OF OUR RELATIONSHIP
1. CONTRACT-PERIOD START DATE (MONTH/YEAR): 08/97 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 our 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) Remarketer yes Z125-5085-01 10/95
-----
2) Attachment for Sales to Other Resellers yes Z125-5321-00 10/95
-----
3. PRODUCT APPROVAL:
The following Products are listed in the IBM Printing Systems Company
Exhibit.
APPROVED TO MARKET APPROVED TO MARKET
EXHIBIT TO RESELLERS (1) TO END USERS
CATEGORIES (YES/NO) (YES/NO)
A Twinax Printers yes yes
--------- ---------
B Non-Certified Products yes yes
--------- ---------
C Network Printers (2) yes yes
--------- ---------
D Production Printers yes yes
--------- ---------
E Software yes yes
--------- ----------
(1) You may market Products only to resellers who do not market to other
resellers.
(2) Please refer to Section 6 for additional terms.
EXCLUSIONS, IF APPLICABLE:
Although included by reference above, you are not approved for these
individual products.
____________________ ____________________ ____________________
____________________ ____________________ ____________________
____________________ ____________________ ____________________
____________________ ____________________ ____________________
4. MINIMUM RENEWAL CRITERIA: $2,000,000
-----------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
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5. AUTHORIZED LOCATIONS:
TOTAL NUMBER OF AUTHORIZED LOCATIONS LISTED IN THIS PROFILE: 3
-
-------------------------------------------------------------------------
Loc. ID Authorized Location (xxxxxx xxxxxxx, xxxx, xxxxx, ZIP code)
-------------------------------------------------------------------------
80711 00000 XXXXXXXX (XXX)
XXX XXXXXXX, XX 00000-0000
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Minimum Number of Trained Personnel
----------------------------------------------------------------
----------------------------------------------------------------
-------------------------------------------------------------------------
Loc. ID Authorized Location (street address, city, state, ZIP code)
-------------------------------------------------------------------------
80711 000 XXXX XXXX (XXX XXXX)
XXX XXXXXXX, XX 00000
----------------------------------------------------------------
Minimum Number of Trained Personnel
----------------------------------------------------------------
----------------------------------------------------------------
-------------------------------------------------------------------------
Loc. ID Authorized Location (street address, city, state, ZIP code)
-------------------------------------------------------------------------
80711 000 XXXX XXXX (XXX XXXX)
XXX XXXXXXX, XX 00000
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Minimum Number of Trained Personnel
----------------------------------------------------------------
----------------------------------------------------------------
6. ADDITIONAL TERMS:
The following terms apply to IBM Network Printers.
You agree to:
1. maintain inventory only at Authorized Locations (we will ship products
to your Authorized Locations and not to End Users);
2. test the Products you configure, prior to shipment to the End User (we
do not configure Products);
3. use Partnerlink to communicate with us; and
4. use EDI to report your sales and inventory data, as we specify.
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IBM BUSINESS PARTNER AGREEMENT [IBM LOGO]
DISTRIBUTOR ATTACHMENT
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These terms prevail over and are in addition to or modify the Remarketer Terms
Attachment.
1. MARKETING APPROVAL
You are approved to market Products and Services to Remarketers (but not to
IBM approved Distributors unless we specify otherwise in your Profile) and
to End Users. Your Profile will specify to whom you may market Products and
Services.
2. YOUR RESPONSIBILITIES TO IBM
You agree:
1. to develop a mutually acceptable business plan with us, if we require
one. Such plan will document each of our marketing plans as they apply
to our relationship. We will review the plan, at a minimum, once a year;
2. that, unless precluded by applicable law, one of the requirements for
you to retain this relationship is that you achieve the minimum annual
attainment we specify in your Profile;
3. to order Products and Services as we specify in the operations guide;
4. to maintain trained personnel, as we specify in your Profile or Exhibit,
as applicable;
5. to provide us, on our request, relevant financial information about your
business so we may, for example, use this information in our
consideration to extend credit terms to you. We may require an annual
audited financial report;
6. unless we specify otherwise in the Exhibit, to maintain the capability
to demonstrate the Products we approve you to market;
7. to maintain sufficient inventory of Products to meet Remarketer demands.
We may specify in your Exhibit certain Products we require you to have
regularly available;
8. to secure from your Remarketers a signed Program license agreement for
Programs requiring signature; and
9. to ensure that the terms in any agreement you may have with Remarketers
are not in conflict with this Agreement.
If, during our review of your Remarketer's compliance with its Business
Partner Agreement with us, we find the Remarketer has materially breached
the terms of the Agreement, you agree to refund the amount equal to the
discount (or fee, if applicable) we gave you for the Products that are the
subject of the breach, if we require you to do so.
3. YOUR RESPONSIBILITIES TO REMARKETERS
You agree to:
1. provide Products and Services to them on an equitable basis;
2. provide development, demonstration, evaluation and internal use Products
(we specify eligible Products in the Exhibit) to those Remarketers who
are eligible to acquire such Products. You must make such Products
available to each of them on the same terms, regarding the maximum
quantity of Products that may be acquired and the minimum retention
period, as we make available to you;
3. fulfill all their valid orders for eligible Products and Services;
4. give written notification to the Remarketer of any modification you make
to a Product and the name of the warranty service provider, and advise
that such modification may void the warranty for the Product;
5. provide the Program license agreement to them, if applicable, and
require them to provide the agreement to the End User; and
6. provide the following items to Remarketers when we have given such items
to you for distribution to them:
a. promotional offerings and material;
b. incentives;
Page 1 of 2
c. marketing funds;
d. support documentation; and
e. advertising material.
You agree to distribute them proportionally and according to the
procedures we specify, and to require the Remarketer to properly
implement or distribute them, as applicable.
Except for personal computer Products, you also agree to:
1. inform them that you are available to provide Product and Services
support to them;
2. provide pre- and post-installation sales support to them. You agree you
are responsible for their satisfaction with such support;
3. provide configuration support to them, for Products we specify;
4. assist them in Product problem determination and resolution; and
5. advise them of the terms regarding the date of installation for Products
IBM installs.
4. YOUR REMARKETERS' RESPONSIBILITIES
When you market Products and Services to Remarketers who do not have a
contractual relationship with IBM for such Products and Services, you agree
to inform them of their responsibility to:
1. provide the support necessary to maintain customer satisfaction;
2. provide Program Services to their End Users;
3. provide Product configuration support to their End Users;
4. assist their End Users to achieve productive use of the Products and
Services they marketed;
5. inform their End Users of Product installation requirements;
6. comply with all terms regarding Program upgrades;
7. refund the amount paid for a Product returned if such return is provided
for in its warranty or license or a money-back guarantee we offer End
Users. The Remarketer may return the Product to you for credit, as we
specify in the operations guide
8. for a Program requiring the End User's signature on the Program license
agreement, obtain the signature before providing the Program to the End
User and return the agreement as we specify;
9. provide warranty information to their End Users, when applicable;
10. comply with all export laws and regulations including those of the
United States, the Governing Law section of this Agreement and any laws
and regulations of the country in which the Product is imported or
exported, and advise their End User that IBM's warranty responsibilities
do not apply (unless the warranty terms state otherwise);
11. provide a dated sales receipt or its equivalent (such as an invoice) to
their End User;
12. give their End Users written notice of any modification you or the
Remarketer made to a Product and the name of the warranty service
provider and advise that such modification may void the warranty for the
Product;
13. inform their End Users that the sales receipt (or other documentation,
such as Proof of Entitlement if it is required) will be necessary for
proof of warranty entitlement or for Program upgrades;
14. inform their End Users of educational offerings, as applicable;
15. advise their End Users of the terms regarding a Machine's production
status;
16. assist you in locating Products if we require such assistance from you;
and
17. retain records of each sales transaction for three years.
Page 2 of 2
IBM BUSINESS PARTNER AGREEMENT - [IBM LOGO]
GENERAL TERMS
-------------------------------------------------------------------------------
TABLE OF CONTENTS
Section Title Page
1. Definitions..................................................... 2
2. Agreement Structure and Contract Duration....................... 3
3. Our Relationship................................................ 4
4. Status Change................................................... 5
5. Confidential Information........................................ 5
6. Marketing Funds and Promotional Offerings....................... 6
7. Production Status............................................... 6
8. Patents and Copyrights.......................................... 6
9. Liability....................................................... 7
10. Trademarks...................................................... 7
11. Changes to the Agreement Terms.................................. 8
12. Internal Use Products........................................... 8
13. Demonstration, Development and Evaluation Products.............. 8
14. Electronic Communications....................................... 9
15. Geographic Scope................................................ 9
16. Governing Law................................................... 9
Page 1 of 9
IBM BUSINESS PARTNER AGREEMENT - [IBM LOGO]
GENERAL TERMS
--------------------------------------------------------------------------------
1. DEFINITIONS
BUSINESS PARTNER is a business entity which is approved by us to market
Products and Services under this Agreement.
CUSTOMER is either an End User or a Remarketer. We specify in your Profile
if we approve you to market to End Users or Remarketers, or both.
END USER is anyone, who is not part of the Enterprise of which you are a
part, who uses Services or acquires Products for its own use and not for
resale.
ENTERPRISE is any legal entity (such as a corporation) and the subsidiaries
it owns by more than 50 percent. An Enterprise also includes other entities
as IBM and the Enterprise agree in writing.
LICENSED INTERNAL Code is called "Code". Certain Machines we specify
(called "Specific Machines") use Code. International Business Machines
Corporation or one of its subsidiaries owns copyrights in Code or has the
right to license Code. IBM or a third party owns all copies of Code,
including all copies made from them.
MACHINE is a machine, its features, conversions, upgrades, elements,
accessories, or any combination of them. The term "Machine" includes an IBM
Machine and any non-IBM Machine (including other equipment) that we approve
you to market.
PRODUCT is a Machine or Program, that we approve you to market, as we
specify in your Profile.
PROGRAM is an IBM Program or a non-IBM Program provided by us, under its
applicable license terms, that we approve you to market.
RELATED COMPANY is any corporation, company or other business entity:
1. more than 50 percent of whose voting shares are owned or controlled
indirectly, by either of us, or
2. which owns or controls, directly or indirectly, more than 50 percent of
the voting shares of either of us, or
3. more than 50 percent of whose voting shares are under common ownership
or control directly or indirectly with the voting shares of either of
us.
However, any such corporation, company or other business entity is
considered to be a Related Company only so long as such ownership or
control exists. "Voting shares" are outstanding shares or securities
representing the right to vote for the election of directors or other
managing authority.
REMARKETER is a business entity which acquires Products and Services, as
applicable, for the purpose of marketing.
SERVICE is performance of a task, provision of advice and counsel,
assistance. or use of a resource (such as a network and associated enhanced
communication and support) that we approve you to market.
Page 2 of 9
2. AGREEMENT STRUCTURE AND CONTRACT DURATION
PROFILES
We specify the details of our relationship (for example, the type of
Business Partner you are) in a document called a "Profile." Each of us
agrees to the terms of the Profile. the General Terms, the applicable
Attachments referred to in the Profile, and the Exhibit (collectively
called the "Agreement") by signing the Profile.
GENERAL TERMS
The General Terms apply to all of our Business Partners.
ATTACHMENTS
We describe, in a document entitled an "Attachment", additional terms that
apply. Attachments may include, for example, terms that apply to the method
of Product distribution (Remarketer Terms Attachment or Complementary
Marketing Terms Attachment) and terms that apply to the type of Business
Partner you are, for example, the terms that apply to a Distributor
relationship as described in the Distributor Attachment. We specify in your
Profile the Attachments that apply.
EXHIBITS
We describe in an Exhibit, specific information about Products and
Services. for example, the Products and Services you may market, and
warranty information about the Products.
TRANSACTION DOCUMENTS
We will provide to you the appropriate "transaction documents." The
following are examples of transaction documents. with examples of the
information and responsibilities they may contain:
1. invoices (item, quantity, price, payment terms and amount due); and
2. order acknowledgements (confirmation of Products and quantities
ordered).
CONFLICTING TERMS
If there is a conflict among the terms in the various documents, the terms
of:
1. a transaction document prevail over those of all the documents;
2. an Exhibit prevail over the terms of the Profile, Attachments and the
General Terms;
3. a Profile prevail over the terms of an Attachment and the General
Terms; and
4. an Attachment prevail over the terms of the General Terms.
If there is an order of precedence within a type of document, such order
will be stated in the document (for example. the terms of the Distributor
Attachment prevail over the terms of the Remarketer Terms Attachment, and
will be so stated in the Distributor Attachment).
OUR ACCEPTANCE OF YOUR ORDER
Products and Services become subject to this Agreement when we accept your
order by:
1. sending you a transaction document; or
2. providing the Products or Services.
Page 3 of 9
ACCEPTANCE OF TERMS IN A TRANSACTION DOCUMENT
You accept the terms in a transaction document by doing any of the
following:
1. signing it (those requiring a signature must be signed);
2. accepting the Product or Services;
3. providing the Product or Services to your Customer; or
4. making any payment for the Product or Services.
CONTRACT DURATION
We specify the contract start date and the duration in your Profile. Unless
we specify otherwise in writing, the Agreement will be renewed
automatically for subsequent two year periods. Each of us is responsible to
provide the the other with three months written notice if this Agreement
will not be renewed.
3. OUR RELATIONSHIP
RESPONSIBILITIES
Each of us agrees that:
1. you are an independent contractor, and this Agreement is non-exclusive.
Neither of us is a legal representative or legal 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 neither of
us is an employee or franchise of the other, nor does this Agreement
create a joint venture between us;
2. each of us is responsible for our own expenses regarding fulfillment of
our responsibilities and obligations under the terms of this Agreement;
3. neither of us will disclose the terms of this Agreement, unless both of
us agree in writing to do so, or unless required by law;
4. neither of us will assume or create any obligations on behalf of the
other or make any representations or warranties about the other, other
than those authorized;.
5. any terms of this Agreement, which by their nature extend beyond the
date this Agreement ends, remain in effect until fulfilled and apply to
respective successors and assignees;
6. we may withdraw a Product or Service from marketing at any time;
7. we will allow the other a reasonable opportunity to comply before it
claims the other has not met its obligations, unless we specify
otherwise in the Agreement;
8. neither of us will bring a legal action against the other more than two
years after the cause of action arose, unless otherwise provided by
local law without the possibility of contractual waiver;
9. failure by either of us to insist on strict performance or to exercise
a right when entitled does not prevent either of us from doing so at a
later time, either in relation to that default or any subsequent one;
10. neither of us is responsible for failure to fulfill obligations due to
causes beyond the reasonable control of either of us:
11. IBM reserves the right to assign, in whole or in part. this Agreement
and any orders hereunder, to any other IBM Related Company;
12. IBM does not guarantee the results of any of its marketing plans; and
13. each of us will comply with all applicable laws and regulations (such
as those governing consumer transactions).
Page 4 of 9
OTHER RESPONSIBILITIES
You agree:
1. to be responsible for customer satisfaction for all your activities,
and to participate in customer satisfaction programs as we determine;
2. that your rights under this Agreement are not property rights and,
therefore, you can not transfer them to anyone else or encumber them in
any way. For example, you can not sell your approval to market our
Products or Services or your rights to use our Trademarks;
3. to maintain the criteria we specified when we approved you;
4. to achieve and maintain the certification requirements for the Products
and Services you are approved to market, as we specify in your Profile;
5. not to assign or otherwise transfer this Agreement, your rights under
it, or any of its approvals, or delegate any duties, unless expressly
permitted to do so under this Agreement. Otherwise, any attempt to do
so is void;
6. to conduct business activities with us (including placing orders) which
we specify in the operations guide, using our automated electronic
system if available. You agree to pay all your expenses associated with
it such as your equipment and communication costs;
7. that when we provide you with access to our information systems, it is
only in support of your marketing activities. Programs we provide to
you for your use with our information systems, which are in support of
your marketing activities, are subject to the terms of their applicable
license agreements, except you may not transfer them;
8. to promptly provide us with IBM documents we may require from you or
the End User (for example, our license agreement signed by the End
User) when applicable; and
9. to comply with the highest ethical principles in performing under the
Agreement. You will not offer or make payments or gifts (monetary or
otherwise) to anyone for the purpose of wrongfully influencing
decisions in favor of IBM, directly or indirectly. IBM may terminate
this Agreement immediately in case of 1) a breach of this clause or 2)
when IBM reasonably believes such a breach has occurred.
OUR REVIEW OF YOUR COMPLIANCE WITH THIS AGREEMENT
We may periodically review your compliance with this Agreement. You agree
to provide us with relevant records on request. We may reproduce and retain
copies of these records. We, or an independent auditor, may conduct a
review of compliance with this Agreement on your premises during your
normal business hours.
If, during our review of your compliance with this Agreement, we find you
have materially breached the terms of this relationship, in addition to our
rights under law and the terms of this Agreement, for transactions that are
the subject of the breach, you agree to refund the amount equal to the
discount (or fee, if applicable) we gave you for the Products or Services
or we may offset any amounts due to you from us.
4. 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 or any substantive change
to information supplied in your application). Upon notification of such
change, (or in the event of failure to give notice of such change) IBM may,
at its sole discretion, immediately terminate this Agreement.
5. CONFIDENTIAL INFORMATION
This section comprises a Supplement to the IBM Agreement for Exchange of
Confidential Information. "Confidential Information" means:
1. all information IBM marks or otherwise states to be confidential;
2. any of the following prepared or provided by IBM:
Page 5 of 9
a. sales leads,
b. information regarding Prospects,
c. unannounced information about Products and Services,
d. business plans, or
e. market intelligence;
f. any of the following written information you provide to us on our
request and which you xxxx as confidential:
1) reposing data,
2) financial data, or
3) the business plan.
All other information exchanged between us is nonconfidential, unless
disclosed under a separate Supplement to the IBM Agreement for Exchange of
Confidential Information.
6. MARKETING FUNDS AND PROMOTIONAL OFFERINGS
We may provide marketing funds and promotional offerings to you. If we do,
you agree to use them according to our guidelines and to maintain records
of your activities regarding the use of such funds and offerings for three
years. We may withdraw or recover marketing funds and promotional offerings
from you if you breach any terms of the Agreement. Upon notification of
termination of the Agreement, marketing funds and promotional offerings
will no longer be available for use by you, unless we specify otherwise in
writing.
7. PRODUCTION STATUS
Each IBM Machine is manufactured from new parts, or new and used parts. In
some cases, the IBM Machine may not be new and may have been previously
installed. You agree to inform your Customer of these terms in writing (for
example, in your proposal or brochure).
8. PATENTS AND COPYRIGHTS
For the purpose of this section only, the term Product includes Licensed
Internal Code (if applicable).
If a third party claims that a Product we provide under this Agreement
infringes that party's patents or copyrights, we will defend you against
that claim at our expense and pay all costs, damages, and attorneys' 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 you maintain an inventory, and such a claim is made or appears likely to
be made about a Product in your inventory, you agree to permit us either to
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 a 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. anything you provide which is incorporated into a Product;
2. your modification of a Product, or a Program's use in other than its
specified operating environment;
Page 6 of 9
3. the combination, operation, or use of a Product with any Products not
provided by us as a system, or the combination, operation, or use of a
Product with any product, data, or apparatus that we did not provide;
or
4. Infringement by a non-IBM Product alone, as opposed to its combination
with Products we provide to you as a system.
9. LIABILITY
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 as your exclusive remedy and our exclusive liability.
OUR LIABILITY
We are responsible only for:
1. payments referred to in the "Patents and Copyrights" section 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 (except as required by law) 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 in the subsection entitled 'Our
Liability');
2. loss of, or damage to, your records or data; or
3. special, incidental, or indirect damages, or for any economic
consequential damages (including lost profits or savings) 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 made against us by others
(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.
10. TRADEMARKS
We will notify you in written guidelines of the IBM Business Partner title
and emblem which you are authorized to use. You may not modify the emblem
in any way. You may use our Trademarks (which include the title, emblem,
IBM trade marks and service marks) only:
1. within the geographic scope of this Agreement;
2. in association with Products and Services we approve you to market; and
3. as described in the written guidelines provided to you.
The royalty normally associated with non-exclusive use of the Trademarks
will be waived, since the use of this asset is in conjunction with
marketing activities for Products and Services.
You agree to promptly modify any advertising or promotional materials that
do not comply with our guidelines. If you receive any complaints about your
use of a Trademark, you agree to promptly notify us. When this Agreement
ends, you agree to promptly stop using our Trademarks. If you do not, you
agree to pay any expenses and fees we incur in getting you to stop.
You agree not to register or use any xxxx that is confusingly similar to
any of our Trademarks.
Page 7 of 9
Our Trademarks, and any goodwill resulting from your use of them, belong to
us
11. CHANGES TO THE AGREEMENT TERMS
We may change the terms of this Agreement by giving you one month's written
notice.
We may, however, change the following terms without advance notice:
1. those we specify in this Agreement as not requiring advance notice;
2. those of the Exhibit unless otherwise limited by this Agreement; and
3. those relating to safety and security.
Otherwise, for any other change to be valid, both of us must agree in
writing. Changes are not retroactive. Additional or different terms in an
order or other communication from you are void.
12. INTERNAL USE PRODUCTS
You may acquire Products you are approved to market for your internal use
within your Business Partner operations. Except for personal computer
Products, you are required to advise us when you order Products for your
internal use.
We will specify in your Exhibit the discount or price, as applicable, at
which you may acquire the Products for internal use. Except for personal
computer Products, such Products do not count toward 1) your minimum annual
attainment 2) toward determination of your discount or price, as applicable
or 3) for determining your marketing or promotional funds.
Any value added enhancement or systems integration services otherwise
required by your relationship is not applicable when you acquire Products
for internal use. You must retain such Products for a minimum of 12 months,
unless we specify otherwise in the Exhibit.
13. DEMONSTRATION, DEVELOPMENT AND EVALUATION PRODUCTS
You may acquire Products you are approved to market for demonstration,
development and evaluation purposes. unless we specify otherwise in the
Exhibit. Such Products must be used primarily in support of your Product
marketing activities.
We will specify in your Exhibit the Products we make available to you for
such purposes, the applicable discount or price. and the maximum quantity
of such Products you may acquire and the period they are to be retained.
The maximum number of input/output devices you may acquire is the number
supported by the system to which they attach.
If you acquired the maximum quantity of Machines, you may still acquire a
field upgrade, if available.
We may decrease the discount we provide for such Products on one month's
written notice.
You may make these Products available to a Customer for the purpose of
demonstration and evaluation. Such Products may be provided to an End User
for no more than three months. For a Program, you agree to ensure the
Customer has been advised of the requirement to accept the terms of a
license agreement before using the Program.
Page 8 of 9
14. ELECTRONIC COMMUNICATIONS
Each of us may communicate with the other by electronic means, and such
communication is acceptable as a signed writing to the extent permissible
under applicable law. Both of us agree that for all electronic
communications, an identification code (called a 'user ID') contained in an
electronic document h legally sufficient to verify the senders identity and
the document's authenticity).
15. GEOGRAPHIC SCOPE
All the rights and obligations of both of us are valid only In the United
States and Puerto Rico.
16. GOVERNING LAW
The laws of the State of New York govern this Agreement.
The "United Nations Convention on Contracts for the International Sale of
Goods" does not apply.
Page 9 of 9
IBM Business Partner Agreement IBM
Distributor Profile
--------------------------------------------------------------------------------
We welcome you as an IBM Business Partner-Distributor.
This Profile covers the details of your approval to actively market Products and
Services as our Distributor.
By signing below, each of us agrees to the terms of the following (collectively
called the "Agreement"):
(a) this Profile;
(b) General Terms (Z125-5478-02 06/97);
(c) the applicable Attachments referred to in this Profile; and
(d) the Exhibit.
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) reproduction of this
Agreement or a transaction document made by reliable means (for example,
photocopy or facsimile) is considered an original, to the extent permissible
under applicable law, and 2) all Products and Services you market and Services
you perform under this Agreement are subject to it. If you have not already
signed an Agreement for Exchange of Confidential Information (AECI), your
signature on this Profile includes your acceptance of the AECI.
After signing this Profile, please return a copy to the IBM address shown below.
Revised Profile (yes/no): Yes Dated received by IBM:______________________
------------
Agreed to: (IBM Business Partner name) Agreed to:
Business Partner Solutions Inc International Business Machines Corporation
By /s/ Xxx Xxxxxxx By__________________________________________
-----------------------------------
Authorized signature Authorized signature
Name (type or print): Xxx Xxxxxxx Name (type or print):
Date: 29 Sept 97 Date:
IBM Business Partner address: IBM address:
000 Xxxx Xxxx 0000 Xxxxxxxxx Xxxxxxx
Xxx Xxxxxxx, XX 00000-0000 LO8C03
Xxxxxxx, XX 00000
Page 1 of 4
DETAILS OF OUR RELATIONSHIP
Contract Period Start Date (month/year): 01/97 Duration: 12 months
----------- ---------------
RELATIONSHIP APPROVAL/ACCEPTANCE OF ADDITIONAL TERMS:
For each approved relationship, each of us agrees to the terms of the following
by signing this Profile. Copies of the Attachments are included.
APPROVED RELATIONSHIP APPLICABLE
(YES/NO) ATTACHMENT
Distributor Attachment yes Z125-5486-00 11/96
Remarketer Terms Attachment yes Z125-5497-00 11/96
Warranty Service Attachment yes Z125-5499-00 11/96
----------
Authorized Assembler Attachment CA Location only yes Z125-5530-01 04/97
----------
North American Distributor Attachment yes Z125-5527-00 11/96
----------
Federal Remarketer Attachment yes Z125-5514-00 11/96
PRODUCT AND SERVICES APPROVAL:
The following Products are listed in the Exhibit. The terms of an Exhibit apply
to the Products listed in it. When we approve you for Products listed in the
Exhibit, you are also approved to market their associated programs and
peripherals and Product Services.
When we approve you for Products included in the IBM Business Partner Exhibit,
you are also approved for their associated Products listed in the IBM Personal
Computer Products Exhibit and those eligible Products listed in PARTNERLink.
APPROVED TO MARKET TO:
SYSTEM TYPES(1) IBM APPROVED REMARKETERS ALL REMARKETERS END USERS
(YES/NO) (YES/NO) (YES/NO)
1) IBM System/390 (2) no
------------------------
IBM R/390 no
------------------------
IBM P/390 no
------------------------
2) IBM RS/6000 yes
------------------------
3) IBM RS/6000 SP yes
------------------------
4) IBM AS/400
9401 yes
------------------------
9401/150 yes
------------------------
9402 yes
------------------------
9406 yes
------------------------
5) IBM 469X Point of Sale Products no
------------------------
IBM 4614 SureOne no
------------------------
6) IBM Network Integration Products yes
------------------------
IBM PERSONAL COMPUTER PRODUCTS (3)
1) IBM PC Desktop yes
------------------------
2) IBM PC Server yes
------------------------
3) IBM Mobile yes
------------------------
4) ASCII Terminals yes no no
------------------------ --------------- ---------
5) Cables & Associated Products yes no no
------------------------ --------------- ---------
6) PC Features & Options yes no no
------------------------ --------------- ---------
(1) When approved for other than IBM Personal Computer Products or IBM Printing
Systems Company Products, additional terms apply. These terms are included
in the attached Transaction Document, The IBM Distributor Schedule A.
(2) Eligible Products are identified in Schedule A.
(3) Please refer to the IBM Personal Products Exhibit for details on direct
acquisition criteria.
Page 2 of 4
APPROVED TO MARKET TO:
ADDITIONAL PRODUCTS(1) IBM APPROVED REMARKETERS ALL REMARKETERS END USERS
(YES/NO) (YES/NO) (YES/NO)
1) IBM Graphics no
------------------------
2) Finance Products Category J1 no
------------------------
3) IBM Storage Products no
------------------------
Category S1 Products no
------------------------
Category S2 Products no
------------------------
Category S3 Products no
------------------------
Category S4 Products no
------------------------
Category S5 Products no
------------------------
Category S6 Products no
------------------------
Category S7 Products no
------------------------
IBM PRINTING SYSTEMS COMPANY PRODUCTS
1) Impact Printers yes
------------------------
2) Laser Printers yes
------------------------
3) Network Printers yes
------------------------
4) Printing Software no
------------------------
SERVICES (3) (4)
1) Product Services
- Hardware Product Services yes
------------------------
- Software Services yes
------------------------
2) System Management Services
- Systems Mgmt - Desktop & no
Distributed ------------------------
- Systems Mgmt - Data Center no
------------------------
3) IT Environment & Infrastructure
Services
- Site & Connectivity Solutions no
------------------------
4) Business & Technology Solutions no
------------------------
5) Business Recovery Services yes
------------------------
FINANCING
1) Financing no
------------------------
Certain Products and Services, as we specify in your Exhibit, which we approved
you to acquire from us will only be available from an IBM Supplier. In such
case, the terms of the Agreement relating to your acquisition of Products and
Services directly from us (for example, terms relating to the return and
ordering of Products and Services) are not applicable. All other terms apply.
CERTIFIED PRODUCTS YOU ARE APPROVED TO MARKET.
RS/6000 SP
------------------------ _________________________ _______________________
________________________ _________________________ _______________________
Exclusion, if applicable:
Although included by reference in Product approval, you are not approved for
these individual Products.
________________________ _________________________ _______________________
________________________ _________________________ _______________________
________________________ _________________________ _______________________
(3) You may market this Service without the requirement to have marketed a
Machine or Program.
(4) The terms or remarketing Services (other than shrink-wrap Services) are
contained in other documents which we provide to you.
Page 3 of 4
Minimum Annual Attainment:
Product/Service Volume/Revenue Measurement Period
Dates
Contract in effect to
---------------------------------- ______________ __________________
12/31/97
---------------------------------- ______________ __________________
__________________________________ ______________ __________________
__________________________________ ______________ __________________
Locations:
--------------------------------------------------------------------------------
Location (xxxxxx xxxxxxx, xxxx, xxxxx, ZIP code)
--------------------------------------------------------------------------------
000 Xxxx Xxxx
--------------------------------------------------------------------------------
Xxx Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Assignment of Warranty Service Responsibility, if applicable:
You assign to us, or an IBM Premier Personal Computer Servicer, Warranty Service
responsibility for the following 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:
________________________________________
Page 4 of 4
[IBM LOGO] International Business Machines Corporation
Xxxxxx, Xxx Xxxx 00000
IBM BUSINESS PARTNER EXHIBIT
IBM BUSINESS PARTNER AGREEMENT
Exhibit No.: BPEX-05
Effective Date: May 1, 1997
GENERAL INFORMATION
This Exhibit is designed to provide you with the Product information related to
your IBM Business Partner relationship only. There are individual sections by
Product family. We will provide you with those sections applicable to your
Product Approval(s) along with your other Agreement documents. If you need
additional information, these documents are available via IBMLink, or from your
IBM representative.
Products included in this Exhibit are available for marketing only in
conjunction with your Value-Added Enhancement unless otherwise specified.
Products included in this Exhibit may be available to Distributors. These
available Products may be acquired at the discount indicated in this Exhibit, or
they may be acquired at the discount specified in Distributor Schedule A.
Products for which there is a discount specified in Distributor Schedule A are
identified by an "A" in the DIST column in this Exhibit. If there is no "DIST"
column, the Products are not available to Distributors.
Internal Use of Products
------------------------
Unless otherwise specified in this Exhibit, you may acquire Products included in
this Exhibit which you are approved to market for internal use within your
Business Partner operations.
1. Internal use products are available to Business Partners approved under:
. Remarketer terms at the same discount as Products acquired for resale.
. Complementary (Fee Based) terms at a **** discount.
2. One license of each eligible licensed program authorized for your approved
processor category may be acquired for each internal use processor.
Development and Demonstration Products
--------------------------------------
IBM Business Partners may obtain the quantity of Development/Demonstration
System Products identified in this Exhibit for the Products they are approved to
market. The indicated quantities may be acquired during each 12-month period,
beginning on the date you are approved to market the Product. Products acquired
under Development/Demonstration discounts and terms must be retained for a
minimum of 12 months from the original Date of Installation.
PRODUCT QUANTITY
RS/6000 Processors ***
POWERparallel Processors ***
AS/400 Processors ***
Point of Sale Products* ***
Network Integration Products** ***
System/390 Processors ***
Storage Systems Products ***
Finance Industry Processors ***
Printing Company Printers*** ***
* May acquire the quantities indicated for each machine type you are approved
to market.
** In addition to approved Network Integration Solution Partners, Network
Integration Products are available to IBM RS/6000, AS/400, System/390, and
Point of Sale Business Partners for development, demonstration, or internal
these installation.
*** This is limited to a maximum of two of any model of a Product you are
approved to market.
IBM Licensed Programs are available for Development and Demonstration System
installation at a *** discount, unless otherwise noted. One copy of each
approved Licensed Program is available for each Development and Demonstration
System. Process or Media charges associated with IBM Licensed Programs are not
eligible for a discount.
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
A-1 of 9
REMARKETER TERMS
Inventory Returns - Inventory Adjustment Category (IAC)
-------------------------------------------------------
Inventory Adjustment Categories are specified in the Inventory Adjustment
Category column in the attached Product Tables.
When a Product is indicated as returnable (IAC 2, 3, 4), the machine type/model
and its associated field installable features and model conversions ordered from
IBM as MES orders are eligible for return under the same IAC.
CATEGORY 1
Products indicated as IAC 1 are not eligible for return.
CATEGORY 2
Handling charge: *** handling charge.
Maximum returns: Number of units (within IAC 2) IBM shipped to you in the
preceding 4 month period, minus any returns. Products being
returned must have been shipped to you by IBM during that
preceding 4-month period.
Open box returns: None allowed.
CATEGORY 3
Handling charge: - No handling charge for up to *** of the prior calendar
quarter's net xxxxxxxx within IAC 3.
- *** handling charge for an additional *** of the prior
calendar quarter's net xxxxxxxx IAC 3.
Maximum returns: *** of prior calendar quarter's net xxxxxxxx.
Open box returns: Up to *** of returns.
CATEGORY 4
Handling charge: No handling charge.
Maximum returns: *** of prior calendar quarter's net xxxxxxxx within IAC 4.
Open box returns: Up to *** of returns.
RETURN OF WITHDRAWN PRODUCTS:
Products eligible for return and announced as withdrawn from marketing by IBM:
- must be returned by the return date specified in the withdrawal
announcement; or
- if there is no return date specified in the announcement, the request
for return must be received by IBM within 60 days of the withdrawal
announcement date.
RETURN OF PRODUCTS IDENTIFIED AS DEFECTIVE ON ARRIVAL (DOA):
You may return Products identified by us as Defective on Arrival (DOA) if a
reasonable repair attempt was made (you requested IBM to repair). Such returns
will not count in your allowable return percentages.
EXCLUSIONS:
The following may not be returned to IBM:
- Products ordered for Demonstration/Development System use.
- Non-Preloaded IBM Mid-Range Licensed Programs.
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
A-2 of 9
REMARKETER TERMS (CONTINUED)
ADDITIONAL INVENTORY ADJUSTMENT TERMS:
IBM Licensed Programs shipped from IBM as PRE-LOADED on a processor may be
returned under the Inventory Adjustment provisions when the processor is also
returned. The PRE-LOADED Licensed Program is subject to the same Inventory
Adjustment provisions as the processor on which it was shipped.
Returns will be deducted from all attainment.
All returns that exceed the stated limits will be returned to the Business
Partner at their expense.
Returns can be made once each calendar month.
Price Decrease and Discount Increase Credits
--------------------------------------------
Unless stated otherwise, Products included in this Exhibit are eligible for Full
Inventory Price Decrease and Discount Increase Protection.
Price Decrease and Discount Increase Credits apply to machine type/models,
associated field installable features, and model conversions shipped from IBM as
MES orders.
You may be required to report your inventory to us in order to receive a Price
Decrease or Discount Increase Credit. We will specify in our announcement
letter when, and in what format, reporting will be required.
You may only use these Credits after they are issued and only towards amounts
then or thereafter due IBM.
IBM Licensed Programs
---------------------
Permission to Copy: IBM authorized remarketers are required to copy and
redistribute IBM Licensed Programs that are included in this Exhibit unless
otherwise noted.
For specified Programs, we do not approve you to copy and redistribute. We will
ship such Programs to you, or your End User, upon receipt of the required
information and documents. We will distribute any defect correction
information, and subsequent Program releases, to you or your end user.
Programs we have specified may be marketed without your Value-Added Enhancement
for use on non-IBM machines to any End User.
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, 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.
Upgrades for purposes of this section are defined as Group to Group and any
other field installable features available for the license.
Version to Version upgrades to a Licensed Program are available, and are
identified 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.
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. When your relationship terminates with an end user, or
if you delegate your support responsibilities for a recurring charge program to
IBM, the associated MLC fees will be discontinued.
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 IBM Remarketer pricing
available.
Process or media charges associated with IBM Licensed Programs are not eligible
for a discount.
Higher Education Software Consortium (HESC): Solution Providers approved for
-------------------------------------------
the AS/400 and RS/6000 are eligible for the following HESC terms.
When you are approved for IBM Licensed Programs listed in this exhibit, that are
also identified as eligible for the HESC (HESC Group List Z125-4199), you may be
able to acquire them under the HESC provisions when the licenses are placed with
an HESC qualifying end user. Eligible programs are identified in the HESC
column of this Exhibit with the corresponding HESC group designation.
A-3 of 9
REMARKETER TERMS (CONTINUED)
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 conversions for Products included in this
Exhibit may qualify for a discount, otherwise, the IBM Single Unit Price
applies.
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.
Certain Products included in this Exhibit may be eligible for additional
discount incentives which are in addition to the remarketing discount. IBM may
change or withdraw additional discount incentive programs at any time.
End User Installation Reporting
-------------------------------
END USER INSTALLATION INFORMATION MUST BE REPORTED TO IBM WITHIN 10 DAYS OF THE
DATE OF INSTALLATION FOR ALL PRODUCTS INCLUDED IN THIS EXHIBIT.
Warranty Service Information
----------------------------
Machines included in this Exhibit are Warranty Service Category A Machines
unless specified otherwise in the Product Table. IBM does not authorize you to
perform warranty service for Category A Machines.
See Warranty Service Attachment for Warranty Service Category B Machines.
Cancellation Charges
--------------------
Cancellation charges apply to the Products included in this Exhibit unless
otherwise noted.
Please refer to the Business Partner Operations Guide to determine applicable
cancellation charges.
Business Partner Project Discount Guidelines
--------------------------------------------
IBM Business Partners 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,
excluding IBM Printing Systems Co. printers and IBM Networking Products included
in Categories D and D1.
IBM Protect 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 ***, ***, or *** 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 ***
(excluding discount cap exceptions listed below). 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.
. Discount Cap Exceptions
- The maximum Project Discount is *** for Federal End Users.
- System/390 Products do not have a maximum Project Discount.
- The following Category A1 Products have a *** maximum Project Discount
for both commercial and Federal End Users:
5696-041 Professional CADAM View
5696-138 Professional CADAM Drawing Xxxx-up Facility
5696-706 Professional CADAM Variational Design System
5696-885 Professional CADAM Graphics Enabler
5696-938 Professional CADAM MCX Translator
5697-258 Professional CADAM Hybrid Raster
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
A-4 of 9
REMARKETER TERMS (CONTINUED)
5756-091 Professional CADAM 3D Surface Design
5756-092 Professional CADAM Manufacturing System
5756-093 Professional CADAM Machining Center
5756-094 Professional CADAM Interactive Design
5756-095 Professional CADAM Access IUEing System
5756-096 Professional CADAM Interactive Solids Design
5756-295 Professional CADAM CADEX: Intelligent Data Integrator
5756-296 Professional CADAM MCAE Interfaces
5756-297 Professional CADAM AEC Schematics
5626-CCD CATIA/CADAM Drafting
5626-IUE CATIA/CADAM IUE
5626-MCX CATIA/CADAM MCX Translator
5626-RAS CATIA/CADAM Hybrid Raster
5626-MU2 CATIA/CADAM 2D Markup and Annotation
. Project Discount Schedule
- *** when IBM project revenues are equal to or greater than $1.0M, but
less than $2.5M.
- *** when IBM project revenues are equal to or greater than $2.5M, but
less than $5.0M.
- *** when IBM project revenues are equal to or greater than $5.0M.
All Current Discount Maximums indicated in this exhibit continue to apply.
Please refer to IBM announcement letter 595-035 dated May 9, 1995, for
additional details.
IBM CREDIT FOR SELECTED NETWORKING PRODUCTS OFFERING
Effective October 1, 1996, if you are approved to sell IBM networking products,
you can receive a credit for selected networking products that are installed at
end-user locations during a calendar year quarter. The selected products that
are eligible for credit are those included in Category D.
The credits will be based on the IBM total Billed Value of the eligible machine
type and features installed during the quarter. The following table will be
used to determine your credit.
IBM Billed Value of Credit
Quarterly Sales Percent
*** ***
*** ***
*** ***
*** ***
*** ***
You can combine this offering with the base remarketing discount specified in
the IBM Business Partner Exhibit.
Eligible products acquired under a project discount or special bid discount and
sold during the quarter will be included in the total Billed Value of Quarterly
Sales to determine eligible credit percent; however, they will not be included
in the calculation of your quarterly credit. Those products that were in your
inventory as of October 1, 1996 will be included.
This offering cannot be combined with any other discount, credit, rebate, or
bonus on the eligible products.
At the end of each quarter, the remarketer must complete the designated Credit
Certification Form to qualify for the credit. This offering will be effective
for products installed in fourth quarter 1996 and for each quarter thereafter
until such time that IBM elects to modify or withdraw this offer.
IBM reserves the right to modify or withdraw this offering at any time.
Additional details are available in IBM Announcement, 596-158, dated 10/29/1996.
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
A-5 of 9
REMARKETER TERMS (CONTINUED)
Federal Remarketing
-------------------
Federal End User Definition
The following definition of "end user" applies when marketing to Federal
Government accounts:
1. "Federal End User" includes federal government agencies or any other entity
listed in GSA Order ADO 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.
2. 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.
Additional Terms for Federal Sales
1. 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.
2. 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.
A-6 of 9
COMPLEMENTARY TERMS
The terms of this section are in addition to those of the IBM Business Partner
Agreement and apply to Business Partners approved under the Complementary
Marketing Terms Attachment or the Systems Integrator Attachment.
We specify a fixed dollar fee (Fee Opportunity) or a percent (Fee Percent) for
each Product. A description of each fee follows:
BASE AMOUNT COMPENSATION
The fee-based Solution Provider will determine the End User's discount percent
(up to the maximum percent identified as the fee opportunity for the Product in
the product table) which determines the amount invoiced to the Customer. The
compensation received by the fee-based Solution Provider is the difference
between the fee opportunity percent less the percentage discount provided to the
customer (exclusive of taxes). The Product price to the customer cannot be more
than the Product's list price as set by IBM at time of installation.
FEE COMPENSATION
If we specify a fee percent (used to determine the fee paid to you) for each
Product, we apply it to the Product's one-time or recurring charge as invoiced
to the Customer (exclusive of taxes), unless specified otherwise. For a
recurring charge, we apply the fee percent to 1) 12 times the monthly charge or
2) the sum of the initial charge and the annual charge. Additional fees may be
paid on other opportunities as outlined in this Exhibit.
IBM NET REVENUE
IBM Net Revenue is determined, where applicable, by:
1. the net purchase price or net one-time charge for an eligible Product;
2. the net revenue to IBM under a Product trade-in or asset exchange
transaction;
3. for a recurring charge Product, an amount equal to 12 times the net monthly
charge; or
4. the sum of the net initial license charge and net first annual license charge
amounts, for a licensed program to which such charges apply.
CONDITIONS WHERE THERE IS NO COMPENSATION
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 Customer receives no revenue.
. Placement of Products acquired directly from IBM which are not ordered through
the IBM Advanced Administration System (AAS).
. The fee-based Solution Provider is performing as an IBM subcontractor for a
Customer and the subcontractor tasks duplicate any of the Marketing Activities
for the Customer.
. Placements of Products by other IBM Complementary Business Partners or IBM
Remarketers.
. Temporary installations: IBM machine 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.
. Products acquired for use outside of the United States and Puerto Rico, unless
stated otherwise in this Exhibit.
. 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.
. Taxes, separately itemized or invoiced.
A-7 of 9
COMPLEMENTARY TERMS (CONTINUED)
LEGEND
------
ASRP Annual System Revenue Performance
CERT Certification required "Y" (yes) or "N" (no).
DIST Where indicated with an "A" in this column, the Product is available at
the discount specified in the Distributor Schedule A.
FEE FEE Opportunity
HESC Products eligible for the Higher Education Software Consortium (HESC) are
identified by their HESC group designation.
IAC Inventory Adjustment Category
INST 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 Tables.
CSU Customer Set Up
IBI Installation by IBM (It is required that IBM perform the
installation.)
LIC Product requires a License for Internal Code "Y" (yes) or "N" (no).
NA Using "Y" to denote yes and "N" to denote no, Products indicated with a
"Y" in the NA (North America) column may be acquired in either Canada or
the United States and marketed in either Canada or the United States.
PRO Price Reduction Credit Category
VAE Value-Added Enhancement required "Y" (yes) or "N" (no).
A-8 of 9
ELIGIBLE PRODUCT TABLE
---------------------------------------------------------------------------------------------------------------
SYSTEM OR PRODUCT TYPES
---------------------------------------------------------------------------------------------------------------
Network
IBM POS Integration Storage
Product Categories RS/6000 AS/400 Products Products System/390 Products
---------------------------------------------------------------------------------------------------------------
Primary A B C C1 D E E1
---------------------------------------------------------------------------------------------------------------
ASSOCIATED PRODUCTS
HARDWARE:
-------------------------------------------------------------------------------
Displays G1 G2 G1 G2 G2 G2
-------------------------------------------------------------------------------
Storage Media H2 H1 H2 H1 H2
-------------------------------------------------------------------------------
Miscellaneous K K1 K2 K4 K5 K K1 K2 K5 K K K1 K2 K1 K2 K5
---------------------------------------------------------------------------------------------------------------
Finance Industry Products J1 J1 J1
---------------------------------------------------------------------------------------------------------------
Storage Products S1 S2 S3 S5 S6 S1 S2 S3 S6 S1* S2 S1 S2 S3 S5 S6
---------------------------------------------------------------------------------------------------------------
IBM Printing Co. Printers P1 P1 P1 P1 P1
---------------------------------------------------------------------------------------------------------------
IBM Licensed Program A A1 D1 F M B B1 F N C D1 M N E2 F SS
Categories O R SS X Y O R SS X C2 O SS Y O Y
---------------------------------------------------------------------------------------------------------------
IBM Service Offerings Yes Yes Yes Yes Yes Yes
---------------------------------------------------------------------------------------------------------------
IGN
---------------------------------------------------------------------------------------------------------------
NOTE:
* 9348 only
---------------------------------------------------------------------------------------------------------------
BUSINESS PARTNER EXHIBIT PRODUCT TABLES
DOCUMENT NAME DESCRIPTION
5505 Business Partner Exhibit General Terms
RISC RS/6000 BP Product Table
AS400 AS/400 BP Product Table
POS Point-of-Sale BP Product Table
NETW Network Integration BP Product Table
S390 System/390 BP Product Table
ASSOC Associated Products BP Product Table
FIN Finance Industry BP Product Table
STOR Storage Products BP Product Table
PRINT Printing Systems Company BP Product Table
FEE Fee Based Only Products BP Product Table
SVC Services Offerings BP Product Table
IGN Global Network Complementary Marketer Table
BUSINESS PARTNER PROFILE
APPROVED PRODUCT RELATED EXHIBIT DOCUMENTS
RS/6000: Z1255505; RISC, ASSOC, FIN, STOR, SVC, PRINT, FEE.
AS/400: Z1255505; AS400, ASSOC, FIN, STOR, SVC, PRINT, FEE.
Point-of-Sale: Z1255505; POS, ASSOC, SVC, PRINT, FEE.
Network Int: Z1255505; NETW, ASSOC, STOR, SVC, PRINT, FEE.
System/390: Z1255505; S390, ASSOC, FIN, STOR, SVC, PRINT, FEE
Storage: Z1255505; STOR, SVC, FEE.
Printer Remarketer: Z1255505; PRINT, SVC, FEE.
IGN: Z1255505; IGN
A-9 of 9
IBM RS/6000 PRODUCT TABLE
Products included in this Product Table are available to IBM Business Partners
approved for the IBM RS/6000 system. Category A Products are eligible for the
discounts or fees identified in the RS/6000 Discount Schedule below. Individual
Business Partners' specific discounts are identified in their Business Partner
Profiles. RS/6000 Business Partners may also acquire Products from the
Associated Products Product Tables in this Exhibit in Categories X0, X, X0, X0,
X0, X0, X0, X0, X0, X0, X0, M, O, P1, S1, S2, S3, S5, S6, SS, X, and Y.
Products acquired from these Product Tables, as well as Products acquired from
the Associated Products Product Tables, aggregate toward the RS/6000 Annual
System Revenue Performance unless otherwise noted.
----------------------------------------------------------------------------------------------
ANNUAL SYSTEM REVENUE PERFORMANCE REMARKETING DISCOUNT HARDWARE DEMO/DEV FEDERAL HARDWARE
DISCOUNT DISCOUNT
----------------------------------------------------------------------------------------------
*** *** *** ***
*** *** *** ***
*** *** *** ***
*** *** *** ***
*** *** *** ***
*** *** *** ***
*** *** *** ***
----------------------------------------------------------------------------------------------
CATEGORY A
MACHINES(1)
MES orders for machines included in this Category are available at a ***
Remarketing discount and a *** Federal discount.
------------------------------------------------------------------------------------------------------------------------------------
MACHINE DESCRIPTION FEE FEE N D L I I NOTES
TYPE OPTY A I I A N
S C C S
T T
------------------------------------------------------------------------------------------------------------------------------------
6094(4) Spaceball 3-D Input Device (1) You are authorized to initially install your
Models 030 and 040 *** *** Y A N 2 CSU programs and related IBM Licensed Programs, at
7006 RS/6000 Graphic Workstation *** *** Y A Y 4 CSU your authorized location, on RS/6000 processors
7009 RS/6000 Compact Server *** *** Y A Y 4 CSU subject to the provisions of the IBM Business
7011 POWERstation/POWERsvr *** *** Y A Y 4 CSU Partner Agreement, Remarketer Term Attachment.
7012 POWERstation/POWERsvr *** *** Y A Y 4 CSU
7013(2) POWERstation/POWERsvr *** *** Y A Y 4 IBI
7015(6) POWER/SERVER *** *** Y A Y 4 IBI (2) 7013 models J01 and J30 are CSU.
7016 POWERstation *** *** N A Y 2 IBI MES features and model conversions remain IBI.
7024 RS/6000 Server *** *** Y A Y 4 CSU
7025 RS/6000 Server *** *** Y A Y 4 CSU (3) The 0463 is NOT eligible for Price Reduction
7026 RS/6000 Workgroup Server *** *** N A N 4 IBI Protection.
7030 RS/6000 Graphic Workstation *** *** Y A Y 4 CSU
7043 RS/6000 43P
Workstation/Commercial Server *** *** N A Y 4 CSU 0463-001 SW Customization for AIX/6000
7236 MediaStreamer Analog Subsystem *** *** N A Y 4 IBI 0463-002 Prestoserve Factory Inst'n Opt
7237 RS/6000 Graphic Accelerator *** *** Y A N 1 IBI 0463-SW1 CCS SW Package Solutions
7247 ThinkPad Power Series 820 *** *** N A N 4 CSU
7248(4) RS/6000 43P PowerPC Workstation *** *** Y A N 4 CSU (4) These Products are available for marketing
7249 ThinkPad Power Series 850 *** *** N A N 3 CSU without the standard Value-Added Enhancement
RS/6000 Notebook 860 *** *** N A Y 4 CSU requirement.
7250 Power GXT1000 Graphic
Accelerator *** *** Y A Y 2 IBI (6) The 7015 Model R00 System Rack is available
7317 RS/6000 Telecommunications in Category S5.
Server *** *** N A N 4 IBI
7318 Serial Communications Network
Server *** *** Y A Y 2 CSU (8) Individual authorization is required for IBM
7319 Fiber Channel Switch/Adapter *** *** Y A Y 2 IBI RS/6000 remarketers to be eligible to market
7999(17) Model RS6 RS/6000 Pseudo-Mach *** *** - - - - - the IBM POWERparallel System Type 9076.
0463(3) Software Customization/Factor
Install Opt *** *** N - N 1 CSU
9076(8) POWERparallel System 2 (SP2)
Scalable Parallel Processor *** *** Y A Y 2 IBI
------------------------------------------------------------------------------------------------------------------------------------
NOTE:
(17) The terms and conditions of features ordered using this pseudo-machine are the same as the RS/6000 machine in which they are
installed. The *** MES discount applies to orders using the pseudo-machine.
------------------------------------------------------------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
B-1 of 6
IBM RS/6000 PRODUCT TABLE (CONTINUED)
CATEGORY A (CONTINUED)
IBM LICENSED PROGRAMS
Complementary Marketing fee percentages are as follows: Central Order = ***
TBO Order = ***
------------------------------------------------------------------------------------------------------------------------------------
H N D
E A I
PROGRAM S S
NUMBER PROGRAM DESCRIPTION C T NOTES
------------------------------------------------------------------------------------------------------------------------------------
5601-263(9) AIX Personal Computer Simulator/6000 IG Y A For Processor Group Information refer to Exhibit
5601-457(14) AIX XStation Manager IG Y A IBM RS/6000 Machines (Z125-8309).
5621-013 AIX Optimization Subroutine Library/6000 - N A (9) Maximum Remarketing Discounts:
5622-063(17) CMVC for SunOS - N A 5601-263 Processor categories D5 & E5
5622-129 DB2 Client Application Enabler/2 - N A = ***
5622-242 IBM NetView FTP Client for AIX - Y A 5765-526 = ***
5765-083 = ***
5648-127 IBM Intelligent Miner for AIX - N A
5648-B08 IBM Network Station Browser - N A (10) Permission to copy is NOT granted for the
following Licensed programs:
0000-XXX XXX Software Upgrade Protection Plan for AIX and - Y A
UNIX 5696-623 5696-624
5696-623(10, 14) AIX Performance Toolbox/6000 IH Y A 5696-735 5696-925
5696-624(10, 14) AIX Performance Aide/6000 IH Y A 5765-083 5765-421
5696-658(14) AIX HIPPI Driver Group/6000 - Y A 5765-423 5765-448
5696-893(14) IBM InfoCrafter for AIX V2 IG Y A 5765-496 5765-526
5696-898 IBM InfoExplorer Licensed Extension V1 IG Y A 5765-598 5765-599
5696-902(14) IBM Distributed SMIT for AIX V2.1 IH Y A 5765-628 5765-651
5696-904 IBM AIX Windows Display PostScript V1.1 IH Y A 5799-QQP 5765-653
5696-906(14) IBM Multimedia Services V2.1 for AIX - Y A
5696-907(14) PEX and PHIGS V4.1 for AIX IG Y A (14) Version to Version upgrades are eligible
5696-919 IBM Hypertext Information Base Libraries V1 IG Y A for the same discount as an initial license
5696-923(14) AIX HACMP/6000 IJ Y A order for the upgraded-to program.
5696-926 IBM AIXlink/X.25 V1.1 - Y A
5696-933(14) HACMP for AIX V4 IJ Y A
5696-393(14) OpenGL and GL 3.2, V4.1 for AIX IG Y A
5696-934 IBM SNA Application Access for AIX - Y A
5696-944 IBM SNA Client Access for AIX - Y A
5697-021(14) IBM Netware for AIX - Y A
5697-204 IBM Wireless Network Access Server - N A
5697-213 Multimedia Server for AIX IH Y A
------------------------------------------------------------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
B-2 of 6
IBM RS/6000 PRODUCT TABLE (CONTINUED)
CATEGORY A (CONTINUED)
IBM LICENSED PROGRAMS
---------------------------------------------------------------------------------------------------------------------------------
H D
E I
PROGRAM S N S
NUMBER PROGRAM DESCRIPTION C A T NOTES
---------------------------------------------------------------------------------------------------------------------------------
5765-001(14) IBM AIX DirectTalk/6000 - Y A For Processor Group Information refer to
5765-003 Numerical Control Post Processor Generator - N A Exhibit IBM RS/6000 Machines (Z125-8309).
Library/6000
5765-011(14) AIX X-Windows 3270 Emulator/6000 VI Y A (9) Maximum Remarketing Discount:
5765-012 AIX APL 2/6000 - Y A
5765-042(14) IBM AIX ESSL/6000 - Y A 5765-526 = ***
5765-083(9,10,16) IGES Processor for AIX and UNIX - N A
5765-091(14) AIX Host Link/6000 IJ N A (10) Permission to copy is NOT granted for
5765-092(14) AIX Communications System/6000 IJ N A the following Licensed Programs:
5765-093(14) AIX Tools/6000 IJ N A
5765-094 AIX Communication Protocol Programs/6000 IJ N A
5765-096 AIX Data Collection Device Support/6000 IJ N A 5696-623 5696-624
5765-097(14) AIX Entry Communications System/6000 IH N A 5696-735 5696-925
5765-151 IBM AIX Speech Single User/6000 IJ N A 5765-083 5765-421
5765-423 5765-448
5765-176(14) AIX XL Fortran Compiler/6000 IG Y A 5765-496 5765-526
5765-195 AIX 5086 Connectivity Enabler/6000 V1 - N A 5765-598 5765-599
5765-198 IBM AIX Query/6000 - N A 5765-628 5765-651
5765-202(17) CMVC for HP-UX - N A 5799-QQP 5765-653
5765-207(14) IBM CMVC for AIX Systems IH Y A
5765-217 DB2 Client Application Enabler/DOS - N A (12) When marketed under a monthly license
5765-218 DB2 Client Application Enabler/6000 - N A charge, these programs are eligible for a
5765-227(17) Loadleveler for SUNOS SparCstation Systems - N A monthly fee payment equal to *** of the
5765-228(17) Loadleveler for Silicon Graphics, IRIX - N A monthly license charge for remarketed
5765-245 AIX XL Pascal Compiler/6000 IG Y A orders and *** of the monthly charge
5765-261 IBM AIX SNA Gateway/6000 V2 - N A for development or demonstration system
5765-268 IBM AIX Async Terminal Server-Accelerator/6000 for orders.
Ethernet - Y A
5765-273 IBM Printing Systems Manager for AIX - N A
5765-287(17) Loadleveler for HP-UX Systems - N A (13) Aggregation toward Annual System Revenue
5765-297 Parallel I/O File System R2 - N A Performance does not apply.
5765-326 IBM Visualizer Query for AIX/6000 - N A (14) Version to Version upgrades are eligible
5765-328 DB2 Parallel Edition for AIX/6000 VI Y A for the same discount as an initial
5765-382 IBM AIX NetBIOS and IPX and SPX Support/6000 - Y A license order for the upgraded-to program.
5765-392 IBM Parallel OSL for 9076/SP2 and SP1 Systems VI Y A
5765-393(14) IBM AIX Version 4.1 IG Y A (15) Standard Remarketing Discount:
5765-397(17) CMVC for Solaris - N A
5765-398(14) IBM 3270 Host Connection for AIX IG N A 5765-496 = ***
5765-400(14) IBM UIM/X for AIX IH Y A 5765-B92 = ***
5765-418 IBM Data Encryption Standard Library Routines - Y A
5765-421(10,14) IBM C Set ++ for AIX IG Y A (16) The federal discount for this Product is:
5765-422(13,14) IBM Parallel ESSL for AIX V4 VI Y A
5765-423(10) IBM C for AIX IG Y A 5765-083 = ***
5765-435 IBM NetView FTP Server for AIX - Y A
(17) Available for marketing without the
5765-448(10,17) C Set + + for Solaris Operating System - N A standard Value-Added Enhancement
5765-449(12) IBM XXXXX for AIX - N - requirement:
5765-496(10,14,15)IBM Automatically Programmed Tool for AIX (APT/WS) - N A
5765-505(14) Print Services Facility for AIX V2 - N A 5622-063 5765-202
5765-509(14) Soft5080 for AIX V3 - Y A 5765-227 5765-228
5765-526(9,10,14) IBM XL FORTRAN Runtime Environment for AIX IG Y A 5765-287 5765-397
5765-528(14) Soft5080 for AIX V4 - Y A 5765-448 5765-598
5765-599 5765-628
----------------------------------------------------------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
B-3 of 6
IBM RS/6000 PRODUCT TABLE (CONTINUED)
CATEGORY A (CONTINUED)
IBM LICENSED PROGRAMS
----------------------------------------------------------------------------------------------------------------------------------
H D
E I
PROGRAM S N S
NUMBER PROGRAM DESCRIPTION C A T NOTES
----------------------------------------------------------------------------------------------------------------------------------
5765-529 AIX Parallel System Support Program V2 VI Y A (10) Permission to copy is NOT granted
5765-541 IBM Printing Systems Manager GUI for AIX - N A for the following Licensed Programs:
5765-542 IBM Soft 5080 for AIX V2 - N A 5696-623 5696-624
5765-543(13,14) Parallel Environment for AIX V2 VI Y A 5696-735 5696-925
5765-544(13,14) IBM PVME for AIX V2 VI Y A 5765-B57 5765-C32
5765-550(14) IBM NetBIOS and IPX/SPX - Y A 5765-083 5765-421
5765-551 AIX HIPPI/6000 - Y A 5765-423 5765-448
5765-552 Starworks for AIX V2 - N A 5765-496 5765-526
5765-560(14) 5086 Connectivity Enabler for AIX V2 - Y A 5765-598 5765-599
5765-588 IGES Doctor for AIX and UNIX - N A 5765-624 5765-628
5765-591 IBM Soft 5080 Hostconnect for AIX - N A 5765-651 5765-653
5765-598(10,13,17) IBM NWAYS Campus Manager-ATM for HP-UX V1 - N A 5799-QQP
5765-599(10,13,17) IBM NWAYS Campus Manager Suite for HP-UX V1 - N A
0000-000 XXXXX Channel Connectivity - Y A (13) Aggregation toward Annual System
5765-604 Block Multiplexer Channel IH Y A Revenue Performance does not apply.
5765-624(10) Netscape Catalog Server V1 IH N A
5765-628(10,13,17) IBM NWAYS Campus Manager-LAN for HP-UX V1 - N A (14) Version to Version upgrades are
5765-637 IBM Network Tape Access and Central System (NetTape) - Y A eligible for the same discount as an
for AIX initial license order for the
5765-638 IBM Internet Connection Server for AIX - N A upgraded-to program.
5765-643 IBM NetTape Tape Library Connection - Y A
5765-651(10) Windows NT - Y A
5765-653(10,14) Solaris V2 Desktop Operating System - Y A (15) Standard Remarketing Discount:
5765-654 IBM Performance Toolbox for AIX V2 IH N A
5765-655 AIX V4 - Y A 5765-496 = ***
5765-657 IBM XL Fortran RTE for AIX V4 - N A 5765-C17 = ***
5765-658 IBM XL Fortran for AIX V4 - N A 5765-C18 = ***
5765-659 Open GL and GL 3.2 for AIX - N A
5765-660 PEX and PHIGS for AIX - N A (17) Available for marketing without the
5765-A25 High Availability Geographic Cluster for AIX - N A standard Value-Added Enhancement
5765-A86 HACMP for AIX V4 - N A requirement:
5765-B57 AIX MediaStreamer V1 - N A
5765-B61 VideoCharger Server for AIX V1 - N A 5765-448
5765-B67 Interactive Session Support (ISS) for AIX - N A 5765-598
5765-B96 DCE Manager for AIX V2 - N A 5765-599
5765-C17(15) IBM ARTour Gateway and Mobile Clients - N - 5765-628
5765-C18(15) IBM ARTour Web Express Server and Client - N -
5765-C32(10) Check Point's Firewall-1 V3 for AIX - N A (18) Single Remarketing Discount for
5765-C34 Repackaged AIX 4.1 and 4.2 - N A 5799-QQP = ***. A limit of one
demonstration/development license per
5777-WCN IBM AIX Speech Client/6000 IJ Y A contract period applies.
5777-WCP IBM Speech Client/2 - Y A
5777-WCQ IBM AIX Speech Server/2 IJ Y A
5799-QQP(10,18) 7596 Distributed Resource Broker PS0156 - N -
----------------------------------------------------------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
B-4 of 6
IBM RS/6000 PRODUCT TABLE (CONTINUED)
CATEGORY A1
VALUE-ADDED ENHANCEMENT QUALIFYING LICENSED PROGRAMS
The following IBM Licensed Programs are available to RS/6000 Business Partners
who have been approved for these products as their Approved Value-Added
Enhancement. These Products are eligible for the discounts specified in this
subsection and are aggregated toward the RS/6000 Annual System Revenue
Performance.
IBM LICENSED PROGRAMS
Complementary Marketing fee percentages are as follows: Central Order = ***
TBO Order = ***
----------------------------------------------------------------------------------------------------------------------------------
D
I
PROGRAM RMKT S
NUMBER PROGRAM DESCRIPTION DISC T NOTES
----------------------------------------------------------------------------------------------------------------------------------
PROFESSIONAL CADAM: For Processor Group Information refer to Exhibit IBM
RS/6000 Machines (Z125-8309).
5696-041(2) View *** -
5696-138(2) Drawing Xxxx-Up Facility *** - If a Program is offered under a Primary License
5696-706(2) Variational Design System *** - Charge/Annual License Charge, the indicated discount
5696-885(2) Graphics Enabler *** - applies only to the Primary License Charge.
5696-938(2) MCX Translator *** -
Note: The *** Development Discount is applicable to
5697166(1) Total Info and Plan Sys FM *** A the OTC only.
5697-258(2) Hybrid Raster *** -
5756-091(2) 3D Surface Design *** - (1) Version to Version upgrades are eligible for the
5756-092(2) Manufacturing System *** - same discount as an initial license order for the
5756-093(2) Machining Center *** - upgraded-to program.
5756-094(2) Interactive Design *** -
5756-095(2) Access IUE *** - (2) Permission to copy is NOT granted for this
5756-096(2) Interactive solids Design *** - program.
5756-295(2) CADEX: Intelligent Data Integrator *** -
5756-296(2) MCAE Interfaces *** -
5756-297(2) AEC Schematics *** -
5765-020 Numerical Control Post Processor Generator/6000 *** -
5765-068 CAMkit/6000 *** -
5765-474(2) IBM 3D Interaction Accelerator *** -
CATIA:
5626-CCD(2) CADAM Drafting *** -
5626-IUE(2) CADAM IUE *** -
5626-MU2(2) CATIA/CADAM 2D Xxxx and Annotation *** -
5626-MCX(2) CATIA/CADAM MCX Translator *** -
5626-RAS(2) CATIA/CADAM Hybrid Raster *** -
IBM ARCHITECTURE & ENGINEERING SERIES:
5696-054(1) Graphics Application *** A
5696-055(1) Rendering application *** A
5696-057(1) HVAC Application *** A
5696-060(1) Structural Application *** A
5696-061(1) Piping Application *** A
5799-AES A&ES Base Graphics NT/95 P99000 *** A
-----------------------------------------------------------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
B-5 of 6
IBM NETWORK INTEGRATION LICENSED PROGRAMS TABLE
The IBM Network Integration Licensed Programs identified in this table are
available to eligible IBM RS/6000 Business Partners at the discounts or fees
referenced below.
CATEGORY D1
Complementary marketing fee percentages are as follows: Central Order = ***
TBO Order = ***
----------------------------------------------------------------------------------------------------------------------------------
H D
E I
PROGRAM S RMKT N S
NUMBER PROGRAM DESCRIPTION C DISC A T NOTES
----------------------------------------------------------------------------------------------------------------------------------
5648-016(1,2,3,6) Multiprotocol Network Program - *** N A (1) Version to Version upgrades eligible for
the same discount as an initial license
NETWORK MANAGEMENT FAMILY order for the upgraded-to program.
5621-107 AIX NetView Service Point IH *** Y A (2) Not available for copy/redistribution
5696-728(5) NetView for Sun Solaris - *** Y A and may only be ordered pre-loaded on
5696-731(1) NetView for AIX V3 IH *** Y A the IBM 6611 Network Processor.
5696-905(1) NetView Entry for AIX V3 IH *** Y A
(3) Federal discount:
5697-B10(4) IBM Nways Campus Mgr Suite for HP-UX V2 - *** N A
5697-B11(4) IBM Nways Campus Manager LAN for HP-UX V2 - *** N A 5648-016 = ***
5697-B12(4) IBM NWAYS Campus Manager ATM for HP-UX V2 - *** N A
5697-B18(4) IBM Nways Campus Manager ReMon for HP-UX V2 - *** N A (4) Permission to copy is not granted for
5697-B20(4) IBM Nways Campus Mgr ReMon Advanced for HP-UX V2 - *** N A the following Licensed Programs:
5697-B67(4) Nways RouteSwitch Network Mgr V2 - *** N A
5697-B68(4) Nways RouteTracker Mgr V2 - *** N A 5697-B67
5697-B69(4,6) 8273 RouteSwitch Software Program V2 - *** N A 5697-B68
5697-B70(4,6) 8274 RouteSwitch Software Program V2 - *** N A 5697-B69
5697-C10(4) Route Director Manager Win 95/NT V3 - *** N Y 5697-B70
5697-C11(4) RouteMonitor Manager Win 95/NT V3 - *** N Y 5697-C10
5697-C13(4) 8273 Advanced Routing Software V3 - *** N Y 5697-C11
5697-C14(4) 8274 Advanced Routing Software V3 - *** N Y 5697-C13
5697-C14
5765-215 NetView DM Agent for HP-UX - *** Y A 5697-B10
5765-233 SNA Manager/6000 - *** Y A 5697-B11
0000-000 XxxXxx for SUN Solaris - *** Y A 5697-B12
0000-000 XxxXxx for HP-UX IH *** Y A 5697-B18
5765-236 SysMon for Unix for NCR - *** Y A 5697-B20
5765-251 LAN Network Manager for AIX - *** Y A
5765-264 LAN NetView Mgmt Utilities/6000 - *** Y A (5) Available for marketing without the
0000-000 XxxXxxx DMA for SunOS - *** Y A standard Value-Added Enhancement
5765-307 NetView DMA hr Solaris - *** Y A Requirement: 5696-728
5765-308 NetView DMA for UNIX System V - *** Y A
5765-343(1) IBM AIX Router & Bridge Manager/6000 - *** N A (6) Available for marketing without a
5765-368(6) Nways Multiprotocol Routing Network Services - *** Y A Value-Added Enhancement when preloaded
5765-410(1) Systems Monitor for AIX V2 - *** Y A on Category D Machines.
5765-B86 Nways Multiprotocol Routing Svcs - *** N A
5765-B87 Nways Multiprotocol Access Svcs - *** N A
----------------------------------------------------------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
B-6 of 6
IBM AS/400 PRODUCT TABLE
Products included in this Product Table are available to IBM Business Partners
approved for the IBM AS/400. Category B Products are eligible for the discounts
or fees identified in the AS/400 Discount Schedule below. Individual Business
Partners' specific discounts are identified in their Profiles. AS/400 Business
Partners may also acquire Products from the Associated Products Product Table of
this Exhibit in Categories F, X0, X0, X0, X0, X0, X0, X0, X0, X0, X0, N, O, P1,
S1, S2, SS and X. Products acquired from these tables, as well as those acquired
from the Associated Products tables, aggregate toward the Annual Revenue
Performance unless otherwise noted.
--------------------------------------------------------------------------------------------
REMARKETING DISCOUNT MES HARDWARE
I II III DISCOUNT DEMO/DEV DISCOUNT
--------------------------------------------------------------------------------------------
ANNUAL SYSTEM REVENUE PERFORMANCE 9402 9406 9401 ALL PRODUCTS(3)
I/O & SW
--------------------------------------------------------------------------------------------
*** *** *** *** *** ***
*** *** *** *** *** ***
*** *** *** *** *** ***
--------------------------------------------------------------------------------------------
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. 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 the IBM
Business Partner Agreement, Remarketer Terms, Attachment.
-----------------------------------------------------------------------------------------------------------------------------------
D I
I L I N
MACHINE FEE X X X X
TYPE DESCRIPTION OPTY FEE T C C T NOTES
-----------------------------------------------------------------------------------------------------------------------------------
9401 AS/400 Portable One Model P03 *** *** A Y 2 CSU (1) The 9042 Models 236 and 436 are
9402(1,5) System Unit *** *** A Y 2 CSU available at a *** discount for new
9404(6) System Unit *** *** A Y 2 IBI machine orders and a *** discount for
9406(2,7) System Unit *** *** A Y 2 IBI MES orders. The 9402 Models 236 and
5299 Terminal Multiconnector Model 003 *** *** A N 2 CSU 436 are available for marketing
9331 Diskette Unit *** *** A N 2 IBI without the standard Value-Added
2480 AS/400 Wireless LAN Access Points *** *** A N 2 CSU Enhancement requirement.
2482 AS/400 Wireless Portable *** *** A Y 2 CSU
Transaction Computer
2483 AS/400 Integrated Laser PTC *** *** A Y 2 CSU (2) Maximum Remarketing discount for 9406
2484 AS/400 Industrial PTC *** *** A Y 2 CSU Model 53S new machine orders = ***
2486 AS/400 Wireless Data Collection PTC *** *** A N 2 CSU
2488 AS/400 Pen-Based Computer *** *** A N 2 CSU
2489(4) Rugged Notebook Computer *** *** A N 2 CSU
3890(11) Document Processor Model XP1 *** *** - N 2 IBI
3897(11) Image Capture System Model 001 *** *** - N 2 IBI
-----------------------------------------------------------------------------------------------------------------------------------
NOTE:
(3) Development System Discounts for AS/400 Processors (any models not listed are available at a *** 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.
9401 P03 = Up to ten 9401 P03's may be acquired for Demo/Dev System use each contract period.
9402 4SS, 4SE, 4SG. 4SL, 40E, 40G, 40L = ***
9406 310, 320, 530, 53S = ***
5299 Development System Products available via Special Bid.
9401-150 Available only for Development System installation. Standard AS/400 development discounts and quantities apply.
(4) Field installed features are ordered using special ordering vehicle 2489-ZZZ, which receives the same discount as 2489 new
machine orders.
(5) For 9402 Model 2SS MES orders, the maximum fee opportunity is *** and the fee percentage is ***.
(6) For 9404 Model 2SS and 3SS MES orders, the maximum fee opportunity is *** and the fee percentage is ***.
(7) For 9406 Model 2SS and 3SS MES orders, the maximum fee opportunity is *** and the fee percentage is ***.
(11) Maximum discount = ***
-----------------------------------------------------------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
C-1 of 7
IBM AS/400 PRODUCT TABLE (CONTINUED)
CATEGORY B (CONTINUED)
IBM LICENSED PROGRAMS
Version to version upgrades are eligible for the same discount as an initial
license order for the upgraded-to Program.
Complementary Marketing fee percentages are as follows: Central order = ***
TBO Order = ***
----------------------------------------------------------------------------------------------------------------------------------
H D
E I
PROGRAM S S
NUMBER(9) PROGRAM DESCRIPTION C T NOTES
----------------------------------------------------------------------------------------------------------------------------------
5620-WCL Win400 for Clipper - A (8) Permission to copy is not granted for these
5620-WIN(8) Win400 Full Product - A licensed programs.
5622-055 Current OV/400 Workgroup Program - A (9) For Processor Group Information, refer to the
5622-969 ImagePlus Workstation Program V2 - A Exhibit - IBM AS/400 Machines (Z125-4125).
5636-PUB AS/400 CD-ROM Collection Kit - A (10) Designated AS/400 software can be distributed
automatically from IBM Software Manufacturing
5648-B06 Network Station Manager for AS/400 V3R2 - A Solutions (SMS) directly to your end users for
5648-B07 Network Station Manager for AS/400 V3R7 - A a fee. Orders can be placed by selecting the
"IR/XXX End User Distribution" option in the
5716-AF1 Advanced Function Printing Utilities for OS/400 - A configurator. Charges for the service will
5716-BR1 Backup Recovery and Media Services for OS/400 IC A be calculated and added to the configuration.
5716-CB1 Integrated Language Environment COBOL for OS/400 - A
5716-CF1 Point-of-Sale Communications Utility for OS/400 - A Additionally, all 5763 and 5716 programs ordered
5716-CL1 Application Development ToolSet Client Server for and shipped on the 5755-AS3 and 5755-AS4 System
OS/400 IC A Program Orders (SPOs) are eligible for this
5716-CL3 Application Development Toolset Client Server - A automatic distribution by IBM.
5716-CM1 Communications Utilities for OS/400 - A
5716-CP2 CallPath for OS/400 - A
5716-CP3 CallPath for AS/400 V3 - A (11) These Products are available for marketing
5716-CR1 Cryptographic Support for OS/400 - A without a Value-Added Enhancement.
5716-CX2 Integrated Language Environment C for OS/400 - A
5716-CX4 VisualAge C++ for OS/400 IC A
5716-CX5 VisualAge for C++ for AS/400 - A
5716-DB1 Systeml38 Utilities for OS/400 - A
5716-DCT Language Dictionaries for OS/400 - A
5716-DFH CiCS for OS1400 IC A
5716-DP1 DataPropagator Relational Capture and Apply for
OS/400 - A
5716-DS1 Business Graphics Utility for OS/400 - A
5716-ES1 SystemView OMEGAMON Services/400 IC 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 IC A
0000-XX0 XXX Message Services for OS/400 - A
5716-MW1 ManageWare for OS/400 - A
5716-OS1 OSI 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 IC A
5716-QU1 Query for OS/400 IC A
5716-RD1(11) Report/Data Archive and Retrieval System - A
5716-RG1 Integrated Language Environment RPG for OS/400 - A
5716-SM1 SystemView System Manager for OS/400 IC A
5716-SS1 Operating System/400 V3R6 IC A
5716-ST1 DB2 Query Manager and SQL Development Kit for OS/400 IC A
5716-SV1 ADSTAR Distributed Storage Manager for OS/400 IC A
5716-UB1 Ultimedia Business Conferencing for OS/400 IC A
5716-US1 Client Access Ultimedia Tools for OS/400 IC A
5716-VG1 VisualGen Host Services for OS/400 - A
5716-WP1 OfficeVision for Os/400 IC A
5716-XA1 Client Access IC A
5716-XZ1 LAN Server for OS/400 IC A
----------------------------------------------------------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
C-2 of 7
IBM AS/400 PRODUCT TABLE (CONTINUED)
CATEGORY B (CONTINUED)
IBM LICENSED PROGRAMS
----------------------------------------------------------------------------------------------------------------------------------
H D
E I
PROGRAM S S
NUMBER(9) PROGRAM DESCRIPTION C T NOTES
----------------------------------------------------------------------------------------------------------------------------------
5733-A01(8,10) Medical Records Plus/400 V3 - A (8) Permission to copy is not granted for these
5733-IM1 IBM Intelligent Miner for AS1400 V1 - A licensed programs
5733-080 IBM Application Dictionary/400 IC A
5733-167(10) IBM Distributed Computing Environment Base Services/400 - A (9) For Processor Group Information, refer to the
5733-218(10,11) IBM Report/Data Archive & Retrieval System for OS/400 - Exhibit - IBM AS/400 Machines (Z125-4125).
5733-228(10) IBM Image Plus Workfolder Appl Facility V3 for OS/400 - A
(10) Designated AS/400 software can be
5763-AF1 Advanced Function Printing Utilities/400 IC A distributed automatically from IBM Software
5763-BA1 AS/400 Basic IC A Manufacturing Solutions (SMS) directly to
5763-BR1 Backup Recovery and Media Services/400 IC A your end users for a fee. Orders can be
5763-CB1 Integrated Language Environment COBOL/400 IC A placed by selecting the "IR/XXX End User
5763-CD1 CoOperative Development Environment/400 IC A Distribution" option in the configurator.
0000-XX0 Xxxxx-xx-Xxxx Communications Utility/400 IC A Charges for the service will be calculated
5763-CL1 Application Development ToolSet Client Server/400 IC A and added to the configuration.
5763-CL3 Application Development ToolSet Client Server for Additionally, all 5763 and 5716 programs
AS/400 V3 - A ordered and shipped on the 5755-AS3 and
5763-CM1 Communications Utilities/400 IC A 5755-AS4 System Program Orders (SPOs) are
5763-CP2 CallPath/400 V2 IC A eligible for this automatic distribution
5763-CP3 CallPath for OS/400 V3 - A by IBM.
5763-CR1 Cryptographic Support/400 IC A
5763-CX2 Integrated Language Environment C/400 IC A (11) These Products are available for marketing
5763-DB1 AS/400 System/38 Utilities IC A without a Value-Added Enhancement.
5763-DCT Language Dictionaries/400 IC A
5763-DFH CICS/400 IC A
5763-DM1 SystemView Information Warehouse DataHub Support/400 - A
5763-DP1 DataPropagator Relational Capture and Apply/400 IC A
5763-DS1 AS/400 Business Graphics Utility IC A
5763-ES1 SystemView OMEGAMOM Services/400 IC A
5763-FNT Advanced Function Printing Fonts/400 IC A
5763-FN1 Advanced Function Printing DBCS Fonts/400 IC A
0000-XX0 XXX File Services/400 IC A
5763-JS1 Job Scheduler for OS/400 V3 IC A
5763-MG1 System Managed System Services/400 - A
5763-MQ1 Message Queue Manager/400 IC A
5763-MQ2 MQSeries for OS/400 IC A
0000-XX0 XXX Message Services/400 - A
5763-MW1 SystemView ManageWare/400 IC A
5763-OS1 OSI Communications Subsystem/400 IC A
5763-PD1 Application Program Driver/400 IC A
5763-PL1 AS/400 PL/I IC A
5763-PS1 AS/400 Pascal IC A
5763-PT1 Performance Tools/400 IC A
5763-PW1 Application Development ToolSet/400 IC A
5763-QU1 Query/400 IC A
5763-RD1(11) Report/Data Archive and Retrieval System (R/DARS) - A
5763-RG1 Integrated Language Environment RPG/400 IC A
5763-SM1 SystemView System Manager/400 IC A
-----------------------------------------------------------------------------------------------------------------------------------
C-3 of 7
IBM AS/400 PRODUCT TABLE (CONTINUED)
CATEGORY B (CONTINUED)
IBM LICENSED PROGRAMS
----------------------------------------------------------------------------------------------------------------------------------
H D
E I
PROGRAM S S
NUMBER PROGRAM DESCRIPTION C T NOTES
---------------------------------------------------------------------------------------------------------------------------------
5763-SS1 Operating System/400 V3 IC A (8) Permission to copy is not granted for
5763-ST1 DB2/400 Query Manager and SQL Development Kit IC A Please licensed programs
5763-SV1 ADSTAR Distributed Storage Manager/400 IC A
5763-UB1 Ultimedia Business Conferencing/400 IC A (9) For Processor Group Information, refer to the
5763-UM1 Ultimedia Mail/400 IC A Exhibit - IBM AS/400 Machines (Z125-4125).
5763-US1 Client Access/400 Ultimedia Tools IC A
5763-VG1 VisualGen Host Services for OS1400 - A (10) Designated AS1400 software can be
5763-VR1 AS1400 VRPG Client/2 IC A distributed automatically from IBM Software
5763-WP1 Office Vision/400 IC A Manufacturing Solutions (SMS) directly to
5763-XA1 Client Access/400 Family IC A your end users for a fee. Orders can be
5763-XZ1 LAN Server/400 IC A placed by selecting the "IR/XXX End User
5798-AF2(10) AFP PrintSuite for OS1400 V2 - A Distribution" option in the configurator.
5798-AF3(10) AFP PrintSuite for AS1400 V3 - A Charges for the service will be calculated
5798-JS2(10) Job Scheduler for OS/400 - A and added to the configuration.
5798-RYF IBM Window Tool/400 - A
5798-RZJ(10) JustMail/400 V3 IC A Additionally, all 5763 and 5716 programs
ordered and shipped on the 5755-AS3 and
5798-RZK(10) Neural Network Utility/400 IC A 5755-AS4 System Program Orders (SPOs) are
5798-RZT(10) Facsimile Support/400 IC A eligible for this automatic distribution by
5798-RZW(10) KnowledgeTool Runtime/400 IC A IBM.
5798-RZX(10) KnowledgeTool DevelopmenV400 IC A
5798-TAA(10) TCP/IP File Server SupporU400 IC A
5798-TAQ(10) JustMail for OS/400 - A
5798-TBA(10) Neural Network Utility for OS1400 - A
5798-TBC PagerPac for OS1400 IC A
5798-TBD RadioPac for OS1400 IC A
5798-TBE(10) UNIX Connection Program for OS1400 IC A
5798-TBF(10) Distributed Computing Environment Base Services IC A
for OS1400
5798-TBG(10) Netview FTP for OS1400 - A
5798-TBK Early Planning Package - A
5798-TBL(10) SOMobjects Developer Toolkit for AS1400 IC A
5798-TBU CISC to RISC Upgrade Kit - A
5798-TAT(10) KnowledgeTool Runtime for OS1400 - A
5798-TAW(10) KnowledgeTool Development ToolKit for OS/400 - A
5798-TAY(10) Facsimile Support for OS1400 IC A
5798-TAZ(10) TCPIIP File Server Support for OS1400 IC A
5799-DHP SuperC Compare Utility/400 - A
5799-DNP System C/400 PRPQ - A
5799-FR1 V3 Fortran/400 Run-Time Support - A
5799-JS3 Job Scheduler for OS1400 PRPQ V2 - A
5799-PAC AS/400 Performance Analyzer - A
5799-XBW Optical Library DataServer Support/400 - 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
5799-XDL V3 Preinstall Planning Manuals - A
IBM SYSTEM 36/38 LICENSED PROGRAMS
5668-883 S/36 Financial Transaction Processing System - -
5710-CAT S/36 Computer Assisted Training 1.2 - -
5714-MG1(10) S/38 Migration Aid - -
5727-BR1 S/36 Business Report Applic. Devel. System - -
5727-MG1(10) S/36 Migration Aid IC -
5796-PZK S/36 RM/COBOL Compiler & Runtime - -
---------------------------------------------------------------------------------------------------------------------------------
C-4 of 7
IBM AS/400 PRODUCT TABLE (CONTINUED)
CATEGORY B (CONTINUED)
IBM LICENSED PROGRAMS
---------------------------------------------------------------------------------------------------------------------------------
H D
E I
PROGRAM S S
NUMBER PROGRAM DESCRIPTION C T NOTES
---------------------------------------------------------------------------------------------------------------------------------
IBM SYSTEM 36/38 LICENSED PROGRAMS (CONTINUED) (8) Permission to copy is not granted for these
licensed programs
5798-RPH S/36 Fixed Asset Acctg. and Control System - -
5798-RPT S/36 Strategic Profit Model II - - (9) For Processor Group Information, refer to the
5798-RPX S/36 Retrievall36 - - Exhibit - IBM AS/400 Machines (Z125-4125).
5798-RRW S/36 Electronic Spreadsheet - -
(10) Designated AS/400 software can be distributed
5799-BKP S/38 File Support Utilities for PC & XT - - automatically from IBM Software Manufacturing
5799-BTZ S/38 IBM Systeml38 Transfer Facility - - Solutions (SMS) directly to your end users for a
5799-CGJ S/36 IPDS Graphics/Text Merge PRPQ - - fee. Orders can be placed by selecting the
5799-CGK S/36 IPDS Advanced Functions PRPQ - - "RR/XXX End User Distribution" option in the
5799-EYY S/36 Consolidated Software Package - - configurator. Charges for the service will be
5799-PAZ S/36 Response Time Measurement Facility PRPQ - - calculated and added to the configuration.
5799-WYL S/36 APPC Multiple LU Support PRPQ - -
Additionally, all 5763 and 5716 programs
AS/400 ADVANCED 36 LICENSED PROGRAMMER ordered and shipped on the 5755-AS3 and
5755-AS4 System Program Orders (SPOs) are
5716-ASM Assembler and Macro Processor - A eligible for this automatic distribution by IBM.
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-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 - A
5727-DWT DisplayWrite/36 - A
5727-FOR FORTRAN IV - A
5727-LAN LAN Communications - A
5727-PCS PC Support/36 - A
5727-PK1 BasePac/36 (includes SSP, UTL, RPG, QRY, and PCS) - A
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
---------------------------------------------------------------------------------------------------------------------------------
C-5 of 7
IBM AS/400 PRODUCT TABLE (CONTINUED)
CATEGORY B (CONTINUED)
IBM LICENSED PROGRAMS
---------------------------------------------------------------------------------------------------------------
H D
E I
PROGRAM S S
NUMBER PROGRAM DESCRIPTION C T NOTES
---------------------------------------------------------------------------------------------------------------
AS/400 ADVANCED 36 LICENSED PROGRAMS (CONTINUED)
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
---------------------------------------------------------------------------------------------------------------
C-6 of 7
IBM AS/400 PRODUCT TABLE (CONTINUED)
CATEGORY B1
IBM LICENSED PROGRAMS
The following IBM Licensed Programs are available to AS/400 Business partners at
the discounts specified below. These Programs are aggregated toward the AS/400
Annual System Revenue Performance.
Complementary Marketing fee percentages are as follows: Central Order = ***
TBO Order = ***
------------------------------------------------------------------------------------------------------------------------------------
H D
E I
PROGRAM S RMKT S
NUMBER(1) PROGRAM DESCRIPTION C DISC T NOTES
------------------------------------------------------------------------------------------------------------------------------------
5620-ABL(2) Real Vision Imaging Software - *** A (1) For Processor Group
5621-211 IWPM/DOS for Windows - *** - Information, refer to the
5622-055 IBM Current - OfficeVision/400 Workgroup IC *** - Exhibit - IBM AS/400 Machines
5639-A36 AS/400 Availability and Recovery Management - *** - (Z125-4125).
5639-A37 AS/400 Work Management and Basic Tuning - *** -
5639-A38 AS/400 Security Planning and Implementation - *** - (2) One development copy of
5639-A48 AS/400 Training Library - *** - 5620-ABL is available directly
5696-006(5) AS/400 Intro to Data Communications - *** A from Real Vision, Inc. The ***
5696-024 AS/400 System Using the System/36 Environment - *** A development discount through
5696-025 AS/400 System for the Experienced System/38 Implementer - *** A IBM does not apply. Permission
5696-026 AS/400 Control Language Programming Workshop - *** A to copy is not granted for this
5696-027 AS/400 Interactive Program Design - *** A program. This program is not
5696-029 RPG/400 Interactive Programming Workshop - *** A available for trial offerings
5696-030 AS/400 Relational Data Base Design and Coding - *** A and is not warranted by IBM.
5696-034 COBOL 400 Interactive Programming Workshop - *** A
5696-431(5) IBM Personalized Learning Series - OfficeVision/400
Implementation - *** - (3) Permission to copy is not
5733-056(5) Manage/400 Course for AS/400 - *** A granted for these programs.
5733-072(5) IBM Medical RecordsPlus/400 V2 - *** -
5733-129 Discover Education OfficeVision/400 Support - *** - (4) This product is a
5733-130 Discover Education OfficeVision/400 Support Additional Topics - *** - no-charge PRPQ and is NOT
5733-131 Discover Education AS/400 Implementation Series - *** - available for a discount.
5733-132 Discover Education OfficeVision/400 Support Series - *** - Permission to copy is not
5733-133 Discover Education AS/400 Education Library - *** - granted for this program.
5733-141(5) IBM Discover Education RPG/400 Programming IC *** -
5733-143 Getting Started with PC Support/400 - *** - (5) Designated AS/400 software
5733-144 IBM Discover Education PC Support/400 - *** - can be distributed
5733-174 Discover Education Using Query/400 - *** - automatically from IBM Software
5733-175 Discover Education AS/400 Basic CL Programming - *** - Manufacturing Solutions (SMS)
0000-000(5) Discover Education AS/400 Basic Education Series IC *** - directly to your end users for
5733-177(5) Discover Education AS/400 Implementation Series IC *** - a fee. Orders can be placed by
5733-178(5) Discover Education OfficeVision/400 Support Series IC *** - selecting the "IR/XXX End User
5733-179(5) Discover Education AS/400 Education Library IC *** - Distribution" option in the
5733-180(5) Discover Education AS/400 Facilities and Implementation IC *** - configurator. Charges for the
5733-181(5) Discover Education AS/400 Application Design and Dev Tools IC *** - service xxxx be calculated and
5733-182(5) Discover Education OfficeVision/400 Support IC *** - added to the configuration.
5733-183(5) Discover Education OfficeVision/400 Support -- Addl Topics IC *** -
5733-184(5) Discover Education Using Query/400 IC *** - Additionally, all 5763 and 5716
5733-185(5) Discover Education AS/400 Basic CL Programming IC *** - programs ordered and shipped on
5733-188(5) Discover Education AS/400 Implementation for Entry Systems IC *** - the 5755-AS3 and 5755-AS4
5733-204(5) Personalized Learning Series Structured Query Language/400
Prog Wrkshp - *** - System Program Orders (SPOs)
5733-295(5) Personalized Learning Series OS/400 Structure, Tailoring,
& Basic Tuning - *** - are eligible for this automatic
5733-206(5) Personalized Learning Series AS/400 Sys Admin and Control - *** - distribution by IBM.
5733-207(5) Personalized Learning Series AS1400 Sys Operator Workshop - *** -
5733-208(5) Personalized Learning Series AS/400 Adv Sys Operator Workshop - *** -
5733-210(5) Discover/Education AS/400 Overview IC *** -
5733-219(5) Discover Education AS/400 Implementation and Ops Series - *** -
5733-220(5) Discover Education COBOL/400 and SQL/400 Programming Series - *** -
5733-221(5) Discover Education RPG/400 and SQL/400 Programming Series - *** -
5733-222(5) Discover Education AS/400 Library - *** -
5798-RYX IBM Application Program Driver/400 V2R2 - *** -
5799-XBK(4) Optical Library Data Server Support/400 - *** -
5799-XAY(4) C/400 Library PRPQ - *** -
------------------------------------------------------------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
C-7 of 7
IBM NETWORK INTEGRATION PRODUCT TABLE
Products included in this Product Table are available to IBM Business Partners
approved for IBM Network Integration Products.
These Products are eligible for the discounts or fees identified in the Network
Integration Discount Schedules below. Network Integration Business Partners may
also acquire Products from the Associated Products Product Table of this Exhibit
in Categories X0, X0, X, X0, X0, X, X, X, X0, X0, SS, and Y.
CATEGORY D
MACHINES
Category D Products are available for marketing without a Value-Added
Enhancement.
MES orders for Machines included in this Category are eligible for the same
discounts as the base Products.
You may return Category D Products with an Inventory Adjustment Category of 4
that IBM has withdrawn from marketing provided:
1. such withdrawn Products have been purchased within six months of the notice
of the Product's withdrawal, and
2. you place an order in a dollar amount equivalent to the credit issued for
the returned Products.
You may not return Products ordered after the notice of that Product's
withdrawal.
-----------------------------------------------------------------------------------------------------------------------------
D I
DEMO/ I L I N
MACHINE FEE RMKT DEV FED X X X X
TYPE DESCRIPTION OPTY FEE DISC DISC DISC T C C T NOTES
-----------------------------------------------------------------------------------------------------------------------------
2210 NWAYS Multiprotocol Router *** *** *** *** *** A N 4 CSU (1) Model upgrades are
IBI
2216 NWAYS Multiaccess Connector *** *** *** *** *** A N 4 CSU
(2) The 8285 Model 00P
2217 NWAYS Multiprotocol Concentrator *** *** *** *** *** N 4 CSU receives a ***
remarketing and
2218 NWAYS Frame Relay Access Device (FRAD) development
- Models 1$$, 3$$ *** *** *** *** *** A N 4 CSU discount.
- Models 02E, 02T, 02X *** *** *** *** *** A N 4 CSU
6611 Network Processor
- Model 12$ *** *** *** *** *** A N 4 CSU
- Model 14$, 17$ *** *** *** *** *** A N 4 CSU
8210 Nways Multiprotocol Switched Services *** *** *** *** *** A N 4 CSU
(MSS) Server
8034 HFC Receiver Shelf *** *** *** *** *** Y 4 CSU
8235 Model 140 DIALs Switch *** *** *** *** *** A N 4 CSU
8250 Multiprotocol Intelligent HUB *** *** *** *** *** A N 4 CSU
8251 Campus LAN Switch RPQ 8Q1615 *** *** *** *** *** N 4 CSU
8260(1) Multiprotocol Intelligent Switching Hub *** *** *** *** *** A N 4 CSU
8273 Ethernet Route Switch *** *** *** *** *** A N 4 CSU
0000 Xxxxx XXX Xxxxx Switch *** *** *** *** *** A N 4 CSU
8281 ATM LAN Bridge *** *** *** *** *** A N 4 CSU
0000(0) XXXXX XXX Workgroup Switch *** *** *** *** *** A N 4 CSU
8300 Wide Access Note *** *** *** *** *** - N 4 CSU
9741 High Speed Inverse Multiplexor *** *** *** *** *** A N 4 CSU
-----------------------------------------------------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
E-1 of 2
IBM NETWORK INTEGRATION PRODUCT TABLE (CONTINUED)
IBM LICENSED PROGRAMS
Complementary marketing fee percentages are as follows: Central Order = ***
TBO Order = ***
***
CATEGORY D1
------------------------------------------------------------------------------------------------------------------------------------
H D
E I
PROGRAM S RMKT N S
NUMBER PROGRAM DESCRIPTION C DISC A T NOTES
------------------------------------------------------------------------------------------------------------------------------------
5648-016(1,2,3,6) Multiprotocol Network Program - *** N A (1) Version to Version upgrades are eligible for
the same discount as an initial license order
NETWORK MANAGEMENT FAMILY for the upgraded-to program.
5621-107 AIX NetView Service Point IH *** Y A (2) Not available for copy/redistribution and
5696-728(5) NetView for Sun Solaris - *** Y A may only be ordered pre-loaded on the IBM
5696-731(1) NetView for AiX V3 IH *** Y A 6611 Network Processor.
5696-905(1) NetView Entry for AIX V3 IH *** Y A
(3) The federal discount for these Products is:
5697-B10(4) IBM Nways Campus Mgr Suite for HP-UX V2 - *** N A
5697-B11(4) Nways Campus Mgr LAN for HP-UX V2 - *** N A 5648=016 = ***
5697-B12(4) Nways Campus Mgr ATM for HP-UX V2 - *** N A
5697-B18(4) Nways Campus Mgr ReMon for HP-UX V2 - *** N A (4) Permission to copy is NOT granted for the
5697-B20(4) Nways Campus Manager ReMon following Licensed Programs:
Advanced for HP-UX V2 - *** N A
5697-B67(4) Nways RouteSwitch Network Mgr V2 - *** N A 5697-B67
5697-B68(4) Nways RouteTracker Mgr V2 - *** N A 5697-B68
5697-B69(4,6) 8273 RouteSwitch Software Program V2 - *** N A 5697-B69
5697-B70(4,6) 8274 RouteSwitch Software Program V2 - *** N A 5697-B70
5697-C10(4) RouteDirector Manager Win 95/NT V3 - *** N Y 5697-C10
5697-C11(4) RouteMonitor Manager Win95/NT V3 - *** N Y 5697-C11
5697-C13(4) 8273 Advanced Routing Software V3 - *** N Y 5697-C13
5697-C14(4) 8274 Advanced Routing Software V3 - *** N Y 5697-C14
5697-B10
5765-215 NetView DM Agent for HP-UX - *** Y A 5697-B11
5765-233 SNA Manager/6000 - *** Y A 5697-B12
0000-000 XxxXxx for SUN Solaris - *** Y A 5697-B18
0000-000 XxxXxx for HP-UX IH *** Y A 5697-B20
5765-236 SysMon for Unix for NCR - *** Y A
5765-251 LAN Network Manager for AIX - *** Y A (5) Available for marketing without the standard
5765-264 LAN NetView Mgmt Utilities/6000 - *** Y A Value-Added Enhancement requirement:
0000-000 XxxXxxx DMA for SunOS - *** Y A
0000-000 XxxXxxx DMA for Solaris - *** Y A 5696-728
5765-308 NetView DMA for UNIX System V - *** Y A
5765-343(1) IBM AIX Router & Bridge Manager/6000 - *** N A (6) Available for marketing without a
5765-368(6) Nways Multiprotocol Routing Network Services - *** Y A Value-Added Enhancement when preloaded on
5765-410(1) Systems Monitor for AIX V2 - *** Y A Category D Machines.
5765-B86 Nways Multiprotocol Routing Svcs V1 - *** N A
5765-B87 Nways Multiprotocol Access Svcs - *** N A
------------------------------------------------------------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
E-2 of 2
IBM ASSOCIATED PRODUCTS PRODUCT TABLE
IBM Associated Products are available to IBM Business Partners as indicated in
the Eligible Product Tables in this Exhibit. Revenue for these Products
aggregates toward the associated Annual System Revenue Performance unless
otherwise indicated.
DISPLAYS
----------------------------------------------------------------------------------------------------------------------------
D I
DEMO/ I L I N
FEE RMKT DEV X X X X
CATEGORY ELIGIBLE PRODUCTS OPTY FEE DISC DISC T C C T NOTES
----------------------------------------------------------------------------------------------------------------------------
G1 7526(1) Data Collection *** *** *** *** A N 2 CSU (1) MES Orders for the 7526
Terminal are not eligible for a discount.
Revenue for these Products does
not aggregate toward RS/6000 or
AS/400 Annual System Revenue
Performance.
G2 3172(1) Display Station *** *** *** *** A Y 2 IBI Revenue for these Products does
Controller not aggregate toward RS/6000
- Model 003 Annual System Revenue
Performance.
3174(1,2) Display Station
Controller (1) MES orders for the 3172
- Models 12R *** *** *** *** - Y 2 CSU and 3174 are eligible for the
- All other models *** *** *** *** - Y 2 CSU same discount as the base
machine.
(2) 3174 Models 11R, 21H & 21L
are IBI. The 3174 Model 95R is
available via the Dealer
Exhibit.
----------------------------------------------------------------------------------------------------------------------------
STORAGE MEDIA
-----------------------------------------------------------------------------------------------------------------------------------
D I
DEMO/ I L I N
FEE RMKT DEV N S I A S
CATEGORY ELIGIBLE PRODUCTS OPTY FEE DISC DISC A T C C T NOTES
-----------------------------------------------------------------------------------------------------------------------------------
H1 9336-025(1) Disk Unit Storage Unit *** *** *** *** N - N 2 IBI (1) MES orders for the 9336-025
are eligible for the same discount
as the base machine.
-----------------------------------------------------------------------------------------------------------------------------------
H2 3490(1) Mag Tape N - N 2 IBI (1) These 3490 models are not
eligible for an MES discount.
- Models A1$, A2$ *** *** *** ***
- Models B2$, B4$ *** *** *** ***
-----------------------------------------------------------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
G-1 of 6
IBM ASSOCIATED PRODUCTS PRODUCT TABLE (CONTINUED)
MISCELLANEOUS PRODUCTS
***
MES orders for Machines in this table are not eligible for a discount unless
otherwise indicated.
------------------------------------------------------------------------------------------------------------------------------------
D I
DEMO/ I L I N
MACHINE FEE FED RMKT DEV N S I A S
CATEGORY TYPE ELIGIBLE PRODUCTS OPTY FEE DISC DISC DISC A T C C T NOTES
------------------------------------------------------------------------------------------------------------------------------------
K 4610(1,2) SureMark Point of Sale Printer *** *** *** *** *** N A N 2 CSU (1) Available for marketing
4612(2) SurePoint Mobile Computer *** *** *** *** *** N A N 2 CSU without the standard
Value-Added Enhance
ment Requirement.
(2) Revenue for this
Product aggregates
toward ASRP only for
Point of Sale
remarketers.
------------------------------------------------------------------------------------------------------------------------------------
K1 9309 Rack Enclosure *** *** *** *** *** N N 2 IBI
Expansion Unit
------------------------------------------------------------------------------------------------------------------------------------
K2 3299 Multiplexer *** *** *** *** *** N N 2 CSU (1) 6299 MES orders are
6299(1) HUB for Midrange Systems *** *** *** *** *** N N 2 CSU eligible for a ***
remarketing discount
and a *** development
discount.
------------------------------------------------------------------------------------------------------------------------------------
K4 9291(1) Single VoiceServer *** *** *** *** *** Y A 2 IBI (1) MES orders for
9295(1) Multiple VoiceServer *** *** *** *** *** Y A 2 IBI machines in this table
are eligible for the
same discount as the
Base Machine unless
otherwise indicated.
------------------------------------------------------------------------------------------------------------------------------------
IBM UNINTERRUPTIBLE POWER SYSTEMS (UPS)
MES orders for Machines in this table are not eligible for a discount unless
otherwise indicated.
-----------------------------------------------------------------------------------------------------------------------------------
D I
DEMO/ I L I N
MACHINE FEE RMKT DEV X X X X
CATEGORY TYPE DESCRIPTION OPTY FEE DISC DISC T C C T NOTES
-----------------------------------------------------------------------------------------------------------------------------------
K5 9910(1) Uninterruptible A N 1 - Revenue for this Product does not aggregate
Power Systems toward Annual System Revenue Performance.
(1) This product is not eligible for Price
Models: *** *** *** *** Decrease and Discount Increase Protection.
- B$$(2) *** *** *** ***
- E$$(2) *** *** *** *** (2) Except for models specifically listed at
- U$$(2) *** *** *** *** a different discount.
- X00, X00, X00, U33 *** *** *** ***
- EP5, EP8, E80 *** *** *** ***
- EX3
-----------------------------------------------------------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
G-2 of 6
IBM ASSOCIATED PRODUCTS PRODUCT TABLE (CONTINUED)
CATEGORY M
IBM RS/6000 LICENSED PROGRAMS
Complementary Marketing fee percentages are as follows: Central Order = ***
TBO Order = ***
------------------------------------------------------------------------------------------------------------------------------------
C H D
E E I
PROGRAM R S RMKT N S
NUMBER PROGRAM DESCRIPTION T C DISC A T NOTES
------------------------------------------------------------------------------------------------------------------------------------
5696-108 IBM AIX Infocrafter/6000 N IG *** Y A (1) Version to version are
5696-238 Encina Peer to Peer Executive for AIX/6000 N IJ *** Y A upgrades eligible for the
5696-347 Encina Peer to Peer Gateway for AIX/6000 N IJ *** Y A same discount as an initial
5697-078 ADSTAR Distributed Storage Mgr for AIX N - *** N - license order for the
5697-ADE(2) TME 10 Application Development Environment Y - *** N - upgraded-to program.
5697-AEF(2) TME 10 Application Extension Facility Y - *** N -
5697-ASA(2) TME 10 Module for R3 Y - *** N - (2) Permission to copy is not
5697-BKP TME 10 ADSM N - *** N A granted for these programs.
5697-EAA(2) TME 10 Enterprise Console additional event adapters Y - *** N -
5697-EAS(2) TME 10 Enterprise Console Y - *** N - (3) Available for marketing
5697-EIF(2) TME 10 Event Integration Facility Y - *** N - without the standard Value-
5697-EMN TME 10 Distributed Monitoring Y - *** N A Added Enhancement
5697-FRA(2) TME 10 Framework Y - *** N - requirement:
5697-INV(2) TME 10 Inventory Y - *** N -
5697-JSC TME 10 Job Scheduling N - *** N A 5765-337 5765-342
5697-NET(2) TME 10 Net. Commander Y - *** N - 5765-338 5765-347
5697-NOT(2) TME 10 Module for Domino/Notes Y - *** N - 5765-339 5765-348
5697-NVW TME 10 NetView Y - *** N A 5765-340 5765-606
5697-PAD(2) TME 10 Tivoli/Plus for ADSM Y - *** N - 5765-341 5765-607
5697-PBO(2) TME 10 Tivoli/Plus for BoKS Y - *** N -
5697-PCY(2) Tivoli/Xxxx for Challenger Y - *** N -
5697-PLE(2) TME 10 Tivoli/Plus for NetWorker Y - *** N -
5697-PME(2) TME 10 Tivoli/Plus for SeOS Y - *** N -
5697-PMN TME 10 Performance Management N - *** N A
5697-PP3(2) TME 10 Tivoli/Plus for ServiceCenter Y - *** N -
5697-PPL(2) Tivoli/Plus for AutoSys Y - *** N -
5697-PRE(2) TME 10 Tivoli/Plus for AR System Y - *** N -
5697-PRT(2) TME 10 Print Management Y - *** N -
5697-PUN(2) TME 10 Tivoli/Plus for Maestro Y - *** N -
5697-RCL(2) TME 10 Remote Control Y - *** N -
5697-RPT(2) TME 10 Reporter Y - *** N -
5697-SEC(2) TME 10 Security Management Y - *** N -
5697-SWD(2) TME 10 Software-Distribution Y - *** N -
5697-UAD(2) TME 10 User Administration Y - *** N -
5765-191 IBM ProductManager for AIX/Prod Change Mgr N IJ *** N A
5765-192 IBM ProductManager for AIX/Prod Structure Mgr N IJ *** N A
5765-193 IBM ProductManager for AIX/Appl Svcs Mgr N IJ *** N A
5765-263 IBM ProductManager for AIX Doc Control Mgr N - *** N A
5765-316 Legato NetWorker for RS/6000 N - *** N A
5765-337(3) IBM ProductManager for Solaris 2.X Oper Sys Prod Change Mgr N - *** N A
5765-338(3) IBM ProductManager for Solaris 2.X Oper Sys Prod Structure Mgr N - *** N A
5765-339(3) IBM ProductManager for Solaris 2.X Oper Sys Appl Svcs Mgr N - *** N A
5765-340(3) IBM Product Mgr for HP-UX Oper Sys Prod Change Mgr N - *** N A
5765-341(3) IBM Product Mgr for HP-UX Oper Sys Appl Svcs Mgr N - *** N A
5765-342(3) IBM Product Mgr for HP-UX Oper Sys Prod Structure Mgr N - *** N A
5765-347(3) IBM ProductManager for Solaris 2.X Oper Sys Doc Control Mgr N - *** N A
5765-348(3) IBM Product Mgr for HP-UX Oper Sys Doc Control Mgr N - *** N A
5765-381 IBM Job Scheduler for AIX N - *** Y -
5765-440 IBM AIX ProductManager for Oracle7 Appl Svcs Mgr N - *** N A
5765-441 IBM AIX ProductManager for Oracle7 Prod Structure Mgr N - *** N A
5765-442 IBM AIX ProductManager for Oracle7 Prod Change Mgr N - *** N A
5765-443 IBM AIX ProductManager for Oracle7 Doc Control Mgr N - *** N A
5765-527(1) SystemView for AIX N IH *** Y A
5765-532 Getting Started with DCE for Appl Developers N IJ *** Y A
5765-533(1) DCE Security Services N IJ *** Y A
------------------------------------------------------------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
G-3 of 6
IBM ASSOCIATED PRODUCTS PRODUCT TABLE (CONTINUED)
CATEGORY M (CONTINUED)
IBM RS/6000 LICENSED PROGRAMS
------------------------------------------------------------------------------------------------------------------------------------
C H D
E E I
PROGRAM R S RMKT N S
NUMBER PROGRAM DESCRIPTION T C DISC A T NOTES
------------------------------------------------------------------------------------------------------------------------------------
0000-000(1) DCE Cell Directory Services N IJ *** Y A (1) Version to version upgrades are
eligible for the same discount as an
5765-537(1) DCE Enhanced Distributed File Systems N IJ *** Y A initial license order for the
upgraded-to program.
5765-538 DCE User Data Masking Encryption Facility N IJ *** Y A
(2) Permission to copy is not granted for
these programs.
5765-540(1) DCE NFS to DFS Authenticating Gateway N IJ *** Y A
5765-605(2) IBM Product Mgr for AIX Operating System N - *** N A (3) Available for marketing without the
standard Value-Added Enhancement
requirement:
5765-606(2,3) IBM Product Mgr for HP-UX Operating System N - *** N A 5765-337 5765-342
5765-338 5765-347
5765-607(2,3) IBM Product Mgr for Sun Polaris 2.X Operating N - *** N A 5765-339 5765-348
System 5765-340 5765-606
5765-633(2) N - *** N A 5765-341 0000-000
XXX CICS for SINIX
5765-639 N - *** N
IBM Directory and Security Server for AIX
0000-XXX X - *** X
XXX XxxXxxx XXX/0000
------------------------------------------------------------------------------------------------------------------------------------
CATEGORY N
IBM AS/400 LICENSED PROGRAMS
-------------------------------------------------------------------------------------------------------------------------------
D
I
PROGRAM RMKT S
NUMBER PROGRAM DESCRIPTION DISC T NOTES
-------------------------------------------------------------------------------------------------------------------------------
5696-032(1) AS/400 Networking *** - (1) Group to Group Upgrade Charges for these
5697-C20 IBM BYPASS2000 *** A Programs are NOT eligible for a Discount.
5730-082(1) NetView File Transfer Program *** -
5733-196(3,4) V1 NetView FTP V3 *** - (3) Aggregation toward Annual System Revenue
Performance does not apply.
-------------------------------------------------------------------------------------------------------------------------------
NOTE:
(4) Designated AS/400 software can be distributed automatically from IBM
Software Manufacturing Solutions (SMS) directly to your end users for a
fee. Orders can be placed by selecting the "IR/XXX End User Distribution"
option in the configurator. Charges for the service will be calculated and
added to the configuration.
Additionally, all 5763 and 5716 programs ordered and shipped on the 5755-
AS3 and 5755-AS4 System Program Orders (SPOs) are eligible for this
automatic distribution by IBM.
--------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
G-4 of 6
IBM ASSOCIATED PRODUCTS PRODUCT TABLE (CONTINUED)
CATEGORY O
IBM NETWORK INTEGRATION LICENSED PROGRAMS
Complementary Marketing fee percentages are as follows: Central Order = ***
TBO Order = ***
--------------------------------------------------------------------------------------------------------------------------------
D
I
PROGRAM RMKT S
NUMBER PROGRAM DESCRIPTION DISC T NOTES
--------------------------------------------------------------------------------------------------------------------------------
5621-425(1) IBM 3172 Interconnect Controller Program *** A (1) Version to version upgrades are eligible for the
5696-865 IBM 3172 SNA Communications Program *** A same discount as an initial license order for the
5697-196 IBM 3172 IP Channel Communications Program V1 *** - upgraded-to program.
5697-259 IBM 3172 HPR Channel Connectivity Program *** -
--------------------------------------------------------------------------------------------------------------------------------
CATEGORY R
IBM DATA COLLECTION LICENSED PROGRAMS
Complementary Marketing fee percentages are as follows: Central Order=*** TBO
Order=***
------------------------------------------------------------------------------------------------------------------------------------
PROGRAM RMKT
NUMBER PROGRAM DESCRIPTION DISC NOTES
------------------------------------------------------------------------------------------------------------------------------------
5756-144(1,2) Data Collection Control/2 *** Revenue for these Programs does not aggregate toward RS/6000 or
AS/400 Annual System Revenue Performance.
5756-145(2) Data Collection for Distributed ***
Automation Edition (1) Version to version upgrades are eligible for the same
5756-146(2) *** discount as an initial license order for the upgraded-to
7527 Extended Terminal Services program.
5799-PZH(2) *** (2) Permission to copy is NOT granted for these Programs.
AIX Data Collector/6000 (Buildtime)
5799-PYX(2) ***
AIX Data Collector/6000 (Runtime)
------------------------------------------------------------------------------------------------------------------------------------
CATEGORY X
IBM LICENSED PROGRAMS AVAILABLE TO BOTH RS/6000 AND AS/400 SOLUTION PROVIDERS
Complementary Marketing fee percentages are as follows: Central Order=*** TBO
Order=***
----------------------------------------------------------------------------------------------------------------------------------
D
I
PROGRAM PROGRAM RMKT N S
NUMBER DESCRIPTION DISC A T NOTES
----------------------------------------------------------------------------------------------------------------------------------
5621-159 SwitchServer/2 *** N A (1) Version to version upgrades are eligible for
5798-RZB(1,2) Connection program/400 *** Y - the same discount as an initial license order
for the upgraded-to program.
----------------------------------------------------------------------------------------------------------------------------------
NOTE:
(2) Designated AS/400 software can be distributed automatically from IBM
Software Manufacturing Solutions (SMS) directly to your end users for a
fee. Orders can be placed by selecting the "IR/XXX End User Distribution"
option in the configurator. Charges for the service will be calculated and
added to the configuration.
Additionally, all 5763 and 5716 programs ordered and shipped on the 5755-
AS3 and 5755-AS4 System Program Orders (SPOs) are eligible for this
automatic distribution by IBM.
--------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
G-5 of 6
IBM ASSOCIATED PRODUCTS PRODUCT TABLE (CONTINUED)
CATEGORY Y
IBM LICENSED PROGRAMS AVAILABLE TO IBM SOLUTION PROVIDERS APPROVED FOR
CATEGORIES A, D, AND E.
Complementary Marketing fee percentages are as follows: Central Order = ***
TBO Order = ***
----------------------------------------------------------------------------
D
I
PROGRAM RMKT S
NUMBER PROGRAM DESCRIPTION DISC T NOTES
----------------------------------------------------------------------------
5648-129 IBM Client Input Output/Sockets ***
----------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
G-6 of 6
IBM STORAGE PRODUCTS TABLE
These products are available to IBM Business Partners approved for IBM Storage
Products. When approved for Category S2 or S3 as a Storage Remarketer in the
Business Partner 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
RS/6000 and AS/400 features required to attach these Storage Products to RS/6000
or AS/400 processors at the discount associated with those processor features in
their respective tables.
Revenue for these Products aggregates toward Annual System Revenue 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 an RS/6000
system.
MES Orders for machines in this Product Table are eligible for the same discount
as the base machine unless otherwise indicated.
CATEGORY S1.
-----------------------------------------------------------------------------------------------
C D I
DEMO/ V E I L I N
MACHINE FEE RMKT DEV N A R S I A S
TYPE DESCRIPTION OPTY FEE DISC DISC A E T T C C T
-----------------------------------------------------------------------------------------------
3490(3,4) Mag Tape - Xxxxxx Xxx, X00, X00 *** *** *** *** Y N N A N 3 IBI
Mag Tape - Models F$$ *** *** *** *** Y N N A N 3 IBI
3570 Magstar MP Magnetic Tape Subsystem *** *** *** *** N N N A Y 3 CSU
3995(3,5) Optical Library *** *** *** *** Y N N A Y 2 IBI
7027 High Capacity Storage Drawer *** *** *** *** N N N A N 3 IBI
7131 SCSI Multi-Storage Tower *** *** *** *** Y N N A N 3 CSU
7137(1) Disk Array Subsystem *** *** *** *** Y N N A Y 3 IBI
7202 RS/6000 Expansion Rack *** *** *** *** N N N A N 3 IBI
7203 Portable Disk Drive *** *** *** *** Y N N A N 3 CSU
0000 Xxxxxxxx Xxxx Xxxxx *** *** *** *** Y N N A N 3 CSU
7206 External 4mm Tape Drive *** *** *** *** Y N N A N 3 CSU
7207 0/000 Xxxxxxxxx Xxxx Xxxxx *** *** *** *** Y N N A N 3 CSU
7208(2) 8mm Tape Drive *** *** *** *** Y N N A N 3 CSU
7209 Optical Disk Drive *** *** *** *** N N N A N 3 CSU
0000 XX-XXX Xxxxx *** *** *** *** Y N N A Y 3 CSU
7331 8mm Tape Library *** *** *** *** Y N N A N 3 CSU
7332 4mm DDS-2 Tape Autoloader *** *** *** *** N N N A N 3 CSU
7336 4mm Tape Library *** *** *** *** N N N A Y 3 CSU
9337 Disk Array Subsystem *** *** *** *** N N N A Y 3 IBI
9348 Magnetic Tape Unit *** *** *** *** N N N A N 3 IBI
9427 8mm Tape Cartridge Library *** *** *** *** N N N A N 3 IBI
-----------------------------------------------------------------------------------------------
NOTE:
(1) 7137 Models 413, 414 and 415 are CSU.
(2) 7208 Models 012 and 234 are IBI.
(3) Federal Discounts:
3490 = ***
3996 = ***
(4) 3490 Models F00 and F01 are CSU.
(5) 3995 C4$ Models do not contain Licensed Internal Code.
-----------------------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
L-1 of 3
IBM STORAGE PRODUCTS TABLE (CONTINUED)
CATEGORY S2
------------------------------------------------------------------------------------------------------------------------
C D I
DEMO/ V E I L I N
MACHINE FEE RMKT DEV N A R S I A S
TYPE DESCRIPTION OPTY FEE DISC DISC A E T T C C T
------------------------------------------------------------------------------------------------------------------------
3494(1,2) Tape Library Dataserver *** *** *** *** Y Y N A Y 2 IBI
3590(2,3,5) High Performance Tape Subsystem *** *** *** *** Y Y N A Y 2 IBI
3599(4) Magstar Data Cartridge *** *** *** *** N Y N - N 1 CSU
------------------------------------------------------------------------------------------------------------------------
NOTE:
(1) The 3494 Model B16 is not available for remarketing.
(2) Federal Discount
3494 = ***
3590 = ***
(3) The 3590 Model C12 is not eligible for Distributor Schedule A discounting.
(4) MES orders are not eligible for a discount.
(5) A$$ and B$$ models of the 3590 are available for marketing without a Value-Added Enhancement.
------------------------------------------------------------------------------------------------------------------------
CATEGORY S3
------------------------------------------------------------------------------------------------------------------------
C D I
DEMO/ V E I L I N
MACHINE FEE RMKT DEV N A R S I A S
TYPE DESCRIPTION OPTY FEE DISC DISC A E T T C C T
------------------------------------------------------------------------------------------------------------------------
7133(1) SSA Disk Subsystem *** *** *** *** Y N N A Y 3 IBI
7135 RAIDiant Array *** *** *** *** Y N N A Y 3 IBI
7190 SCSI Host to SSA Loop Attachment *** *** *** *** N Y N A N 3 CSU
------------------------------------------------------------------------------------------------------------------------
NOTE:
(1) 7133 Models 010 and 500 contain IBM Licensed Internal Code.
------------------------------------------------------------------------------------------------------------------------
CATEGORY S5
------------------------------------------------------------------------------------------------------------------------
C D I
DEMO/ V E I L I N
MACHINE DESCRIPTION FEE RMKT DEV N A R S I A S
TYPE OPTY FEE DISC DISC A E T T C C T
------------------------------------------------------------------------------------------------------------------------
7015(1) System Rack Model R00 *** *** *** *** Y N N A N 2 CSU
------------------------------------------------------------------------------------------------------------------------
NOTE:
(1) The 7015 Model R00 is available for marketing without a Value-Added Enhancement when sold as an expansion rack to
Support additional external IBM Storage Products on RS/6000 processors.
------------------------------------------------------------------------------------------------------------------------
CATEGORY S6
Unique approvals are required to market Products in this category.
------------------------------------------------------------------------------------------------------------------------
C D I
DEMO/ V E I L I N
MACHINE FEE RMKT DEV N A R S I A S
TYPE DESCRIPTION OPTY FEE DISC DISC A E T T C C T
------------------------------------------------------------------------------------------------------------------------
3466 Network Storage Manager *** *** *** *** N N Y A Y 4 IBI
5765-B92 Network Storage Manager Software Package V1 *** *** *** *** N N N A -
------------------------------------------------------------------------------------------------------------------------
NOTE:
(1) Complementary Marketing fee percentages are as follows: Central Order = *** TBO Order = ***
------------------------------------------------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
1-2 of 3
IBM STORAGE PRODUCTS TABLE (CONTINUED)
CATEGORY SS
Storage Remarketers authorized for Storage Product Categories S2, 83, or 84 are
eligible to sell Licensed Programs listed in this section.
Complementary Marketing fee percentages are as follows: Central Order = ***
TBO order = ***
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.
--------------------------------------------------------------------------------------------------------------------------------
H D
E I V
PROGRAM S RMKT N S A
NUMBER PROGRAM DESCRIPTION C DISC A T E NOTES
--------------------------------------------------------------------------------------------------------------------------------
5716-SV2(1,2) ADSTAR Distributed Storage Manager for AS/400 V3 IC *** N - Y
5763-SV2(1,2,3) ADSTAR Distributed Storage Manager for AS/400 V2 IC *** N A N
5799-QZG IBM Backup Restore Interface for ORACLE for SAP R3 V2 P94053 - *** N A Y
--------------------------------------------------------------------------------------------------------------------------------
NOTE:
(1) Designated AS/400 software can be distributed automatically from IBM
Software manufacturing Solutions (SMS) directly to your end users for a
fee. Orders can be placed by selecting the "IR/XXX End User Distribution"
option in the configurator. Charges for the service will be calculated and
added to the configuration.
Additionally, all 5763 and 5716 programs ordered and shipped on the 5755-
AS3 and 5755-AS4 System Program Orders (SPOs) are eligible for this
automatic distribution by IBM.
(2) Version to version upgrades are eligible for the same discount as an
initial license order for the upgraded-to program.
(3) Available for marketing without a Value-Added Enhancement.
--------------------------------------------------------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
1-3 of 3
PRINTING SYSTEMS PRODUCT TABLE
These Products are available to IBM Business Partners approved to market IBM
Printing Systems Products. These Products are eligible upon certification by
Category for the discounts identified in the Printing Systems Discount Schedule
below.
When certified for these Printing Systems Products, you also have access to
associated Licensed Programs listed in the Product Table when those Licensed
Programs are required to attach these Printing Systems Products to a processor.
Unless otherwise approved by IBM for a different discount, the discounts stated
apply.
MES orders for Machines in this schedule are eligible for the same discount as
the base Machine unless otherwise indicated.
Unless otherwise noted, Inventory Adjustment Category (IAC) 2 applies to all
Machines in this schedule.
Machines in this schedule obtained for internal use must be retained for at
least six months from their Date of Installation.
CATEGORY P1 (DEPARTMENTAL)
--------------------------
---------------------------------------------------------------------------------------------------------------------
REMARKETING DEMONSTRATION
MACHINE TYPE DESCRIPTION DISCOUNT DISCOUNT NOTES
---------------------------------------------------------------------------------------------------------------------
3112-001 Page Printer *** *** (1) New machine orders
are no longer accepted.
3116-001 Page Printer *** *** MES orders may be
3116-002 Page Printer *** *** available, subject to
3116-003 Page Printer *** *** Product availability.
3130-01S Base Simplex Printer *** *** (2) New machine orders
3130-02D Duplex Printer *** *** are not accepted for
3130-02S High Capacity Simplex Printer *** *** withdrawn models.
3130-03S Simplex Printer *** *** However MES orders
may be available at the
3912(1) Page Printer *** *** indicated discount,
subject to Product
3916(1) Page Printer *** *** availability.
3930-02D LIC Page Printer 30PPM Duplex *** ***
3930-02S LIC Page Printer 30PPM Simplex *** ***
3930-03D LIC Page Printer 30PPM Duplex *** ***
3930-03S LIC Page Printer 30PPM Simplex *** ***
4028(1) Laser Printer *** ***
4224(2) Matrix Printer *** ***
4224-1E3 600 CPS Twinax Printer *** ***
4224-1C2 400 CPS W/Exp Storage Color Printer *** ***
0000-000 000 CPS ASCII Printer *** ***
0000-000 000 CPS ASCII Printer *** ***
4224-3C2 400 CPS ASCII Color Printer *** ***
4224-3E3 600 CPS ASCII Printer *** ***
0000-000 000 CPS SCS Twinax Printer *** ***
0000-000 000 CPS IPDS Twinax Printer *** ***
4230-1l1 375 CPS IPDS Twinax Printer *** ***
4230-1S2 480 CPS SCS Twinex Printer *** ***
0000-000 000 CPS SCS Coax Printer *** ***
0000-000 000 CPS IPDS Coax Printer *** ***
4230-2l1 375 CPS IPDS Coax Printer *** ***
4230-2S2 480 CPS SCS Coax Printer *** ***
0000-000 000 CPS IPDS Twinex Printer *** ***
4230-4S3 600 CPS SCS Twinax Printer *** ***
0000-000 000 CPS IPDS Coax Printer *** ***
4230-5S3 600 CPS SCS Coax Printer *** ***
4232-302 600 CPS Serial/Parallel Printer *** ***
4234(1) Dot Band Printer *** ***
4247-001 Serial Matrix Printer *** ***
4247-A00 Serial Matrix ASCII Printer *** ***
---------------------------------------------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
J-1 of 3
PRINTING SYSTEMS PRODUCT TABLE (CONTINUED)
CATEGORY P1 (DEPARTMENTAL) (CONTINUED)
---------------------------------------------------------------------------------------------------------------------
REMARKETING DEMONSTRATION NOTES
MACHINE TYPE DESCRIPTION DISCOUNT DISCOUNT
---------------------------------------------------------------------------------------------------------------------
6252-AP2 1200 LPM ASCII Parallel Printer *** *** (2) New machine orders
6252-AP8 800 LPM ASCII Parallel Printer *** *** are not accepted for
6252-AS2 1200 LPM ASCII Serial/Parallel Printer *** *** withdrawn models.
6252-AS8 800 LPM ASCII Serial/ Parallel Printer *** *** However, MES orders
6252-D08 800 LPM Coax Printer *** *** may be available at the
6252-D12 1200 LPM Coax Printer *** *** indicated discount,
6252-P08 800 LPM Non-IBM Attach Printer *** *** subject to Product
6252-P12 1200 LPM Non-IBM Attach Printer *** *** availability.
6252-T08 800 LPM Twinax Printer *** ***
6252-T12 1200 LPM Twinax Printer *** ***
6262(2) Line Printer *** ***
0000-000 0000 LPM Channel Printer *** ***
6262-A22 2200 LPM ASCII Printer *** ***
6262-D22 2200 LPM Coax Printer *** ***
6262-P22 2200 LPM Non-IBM Attach Printer *** ***
6262-T22 2200 LPM Twinax Printer *** ***
6400-04P 000 XXX Xxxx Xxxxxx Pedestal Printer *** ***
6400-004 000 XXX Xxxx Xxxxxx Printer *** ***
6400-008 000 XXX Xxxx Xxxxxx Printer *** ***
6400-012 0000 XXX Xxxx Xxxxxx Printer *** ***
6408(2) Line Matrix Printer *** ***
6408-A00 Line Matrix ASCII Printer *** ***
6412(2) Line Matrix Printer *** ***
6412-A00 Line Matrix ASCII Printer *** ***
6412-CT0 Line Matrix Coax/Twinax Printer *** ***
---------------------------------------------------------------------------------------------------------------------
CATEGORY P2 (NETWORK)
---------------------------------------------------------------------------------------------------------------------
REMARKETING DEMONSTRATION NOTES
MACHINE TYPE DESCRIPTION DISCOUNT DISCOUNT
---------------------------------------------------------------------------------------------------------------------
4303-001 Network Printer (LV) *** ***
4303-002 Network Printer (HV) *** ***
4312-001 Network Printer (LV) *** ***
4312-002 Network Printer (HV) *** ***
4312-003 Network Printer (LV) *** ***
4317-001 Network Printer (LV) *** ***
4317-002 Network Printer (HV) *** ***
4324-001 Network Printer (LV) *** ***
4324-002 Network Printer (HV) *** ***
4324-003 Network Printer (LV) *** ***
4324-004 Network Printer (HV) *** ***
---------------------------------------------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
J-2 of 3
PRINTING SYSTEMS PRODUCT TABLE (CONTINUED)
CATEGORY P3 (PRODUCTION)
------------------------
---------------------------------------------------------------------------------------------------------------------
REMARKETING DEMONSTRATION NOTES
MACHINE TYPE DESCRIPTION DISCOUNT DISCOUNT
---------------------------------------------------------------------------------------------------------------------
3935-001 LIC Advanced Function Printer *** ***
3160-001 Advanced Function Printer *** ***
3160-002 InfoPrint 60 *** ***
---------------------------------------------------------------------------------------------------------------------
CATEGORY P4 (SOFTWARE)
----------------------
---------------------------------------------------------------------------------------------------------------------
REMARKETING DEMONSTRATION NOTES
MACHINE TYPE DESCRIPTION DISCOUNT DISCOUNT
---------------------------------------------------------------------------------------------------------------------
5622-551 PSF/2 *** *** (1) One demonstration
5622-416 AFP Workbench *** *** product per each IBM
authorized Printer
5648-113 Font Collection *** *** Remarketer Firm
certified to sell
software.
5686-141 PSF/VM *** ***
5686-040 PSF/VSE OTC Only *** ***
5686-190 PPFA/370 MLC Via Special Bid *** ***
5688-191 OGL/370 *** ***
5695-040 PSF/MVS *** ***
5716-SS1 PSF/400/OS/400 *** ***
5716-AF1 AFP Utilities/400 *** ***
0000-XXX XXX AFP Fonts/400 *** ***
5763-SS1 PSF/400/OS/400 *** ***
5763-AF1 AFP Utilities/400 *** ***
5765-505 PSF/6000 *** ***
5765-594 AFP Toolbox for Multiple Operating Systems *** ***
5798-AF2 AFP Print Suite (V3R2) *** ***
5798-AF3 AFP Print Suit (V3R7) *** ***
5801-AAR APS Connect *** ***
---------------------------------------------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
J-3 of 3
PRODUCTS AVAILABLE UNDER COMPLEMENTARY MARKETING TERMS
The following Products are available to IBM Business Partners through the
Business Partner Exhibit for marketing under the terms of the Complementary
Marketing Terms Attachment. These Products are not available to, remarketing via
the Business Partner Exhibit.
BASE MAXIMUM FEE
AMOUNT FEE PERCENT
OPPORTUNITY
OPTICAL MULTIPLEXOR
9729 *** *** ***
INDUSTRIAL COMPUTERS
7588-001 *** *** ***
MULTIMEDIA SYSTEMS
8690 Kiosk *** *** ***
Internally-listed RPQ. Call 1-800-4AKIOSK (1-800-425-
4675) for information and approval to order.
IBM PERSONAL COMPUTER COMPANY TERMINALS
3151, 3164, 3472, 3476, 3481, 3482, 3483 *** *** ***
3486, 3487, 3488, 3489
SYSTEM/390 MACHINES
IBM 9021 Processors *** *** ***
IBM 9121 Processors *** *** ***
IBM 9033 ESCON Director *** *** ***
IBM 0000 Xxxxxxx Timer *** *** ***
OTHER IBM MACHINES not included in the above categories *** *** ***
or listed elsewhere in the Business Partner Exhibit.
PRODUCT OFFERING TBO ORDER CENTRAL ORDER
FEE PERCENT FEE PERCENT
IBM Licensed Programs not listed in the business Partner *** ***
Exhibit.
IBM Credit Corporation Financing (1)(3) *** ***
IBM Credit Corporation Used Machines (2)(3) *** ***
Products ordered through IBM Direct:
- IBM System/390 Entry Server Offering *** ***
- IBM System/390 Open Server Offering *** ***
(1) 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 Receivable (MLAR) or the sum of the lease payments over the
projected life of the lease.
It is the responsibility of IBM Business Partners to introduce IBM's
financing offerings, qualify customer interest in financing, and provide
leads to IBM Credit Financial Marketing Advisors (FMAs).
(2) 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 Xxxx, XX/0000 system or
IBM 9336/9337 DASD) from IBM Credit inventory.
(3) Business Partners approved under complementary marketing terms must submit
a Fee Payment Request Form to be eligible for payment except when the
Product covered is new and it is under IBM Credit financing.
N/A = Not applicable
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
K-1 of 1
IBM PRODUCT SUPPORT SERVICES OFFERINGS TABLE
Product Support Services offerings that Business Partners may be authorized to
sell for a fee or discount are listed below. Other service offerings, such as
those from IBM Network Services, ISSC, Education and Training, and so on, if
offered to Business Partners, are listed under their respective service offering
tables to the Business Partner Exhibit
A 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.
Business Partners must submit a Fee Payment Request Form, or appropriate
maintenance services marketing (MSM) documentation, to be eligible for fee
payment.
Product Support Services are listed in the following format:
SERVICES
1. Product Services B. Systems Mgmt - Data Center
A. Hardware Product Services 3. IT Environment & Infrastructure Services
. Maintenance
B. Software Services A. Site & Operational Services
. AS/400 Services
. RS/6000 Services . Customized Operational Services
. Network Services . Uninterruptible Power Systems (UPS)
. Personal Systems Services
. S/390 Services 4. Business & Technology Solutions
. Multi-Platform Services
. Store Systems Services 5. Backup and Recovery
2. System Management Services A. Business Recovery Services
A. Systems Mgmt - Desktop & Distributed 6. Other Services
A. Custom Services Contracts
--------------------------------------------------------------------------------------------------------------
1. PRODUCT SERVICES
A. HARDWARE PRODUCT SERVICES
MAINTENANCE SERVICES
LEAD PASS CLOSED CONTRACT REMARKETING
FEE FEE (1) DISCOUNT DIST(3)
9254-X01 MMMC *** *** *** A
9254-X02 CSO *** *** *** A
9254-X03 MRSO *** *** *** A
9254-X04 ESSR(2) *** *** *** --
9254-X05 CSOR(2) *** *** *** --
9254-X06 Multivendor MA *** *** *** --
Services
Hardware Product Services Legend
CSO - Corporate Service Option
CSOR - Corporate Service Option for Remarketers
ESSR - Entry Systems Service for Remarketers
MA - Maintenance
MMMC - Minimum Monthly Maintenance Charge
MRSO - Mid-Range System Option
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
L-1 of 7
B. SOFTWARE SERVICES
AS/400 SERVICES
Category 1 -- (Software Services - Lead Fee Eligible Only)
Lead Pass Closed Contract Remarketing DIST(3)
Fee Fee Discount
*** *** *** --
9251-A01 OS/400 Integration for Novell Netware Installation
9251-A02 AS/400 PTF Installation for Integration of Novell Networks
9252-A03 AS/400 System Transition Project Management
Feature Codes 4017-4021
9256-A04 IBM Business Critical for AS/400
Category 2 -- (Software Services - Lead/Closed/Discount Eligible)
Lead Pass Closed Contract Remarketing DIST(3)
Fee Fee Discount
*** *** *** --
9250-A01 SmoothStart for AS/400
Feature Code 1000
9250-A02 SmoothStart for AS/400 Advanced 36
Feature Code 1001
9250-A04 SmoothStart for Internet Connection for AS/400 - WEB
Feature Code 1010
SmoothStart for Internet Connection for AS/400 - POP
Feature Code 1011
SmoothStart for Internet Connection for AS/400 - FTP
Feature Code 1012
9250-A05 SmoothStart for AS/400 Operating System
9250-A06 SmoothStart for Real Vision Imaging Software
9250-A10 SmoothStart Service for ImagePlus Workfolder Application Facility
(WAF) for AS/400
9250-A11 SmoothStart Service for Report/Data Archive and Retrieval System
(R/DARS) for AS/400
9251-A05 Integration Service for R/DARS for AS/400 with ImagePlus for
WAF/400
9251-A09 AS/400 Gopher Internet Installation Services
9252-A01 AS/400 System Transition Upgrade Assistant
Feature Codes 4001-4005
9252-A02 AS/400 System Transition Services
Feature Codes 4008-4013
9252-A04 AS/400 SysMig
9252-A05 AS/400 GigMig
9253-A01 PM/400 -- Annual
Feature Codes 1001-1006
9253-A02 AS/400 Communication Performance Tool
9254-A01 AS/400 Alert
9255-A01 Planning for Internet Connection for AS/400
9255-A02 AS/400 VitalSign Premium
9255-A03 AS/400 Consult Line
9256-A01 AS/400 Support Line Premium
9256-A02 AS/400 Support Line Standard
9256-A03 IBM Customer Technical Advocate for AS/400
9257-A01 AS/400 BRMS Installation
9258-A01 AS/400 Security Review
Category 3 (Software Services - Lead/Closed/Fee Eligible Only)
Lead Pass Closed Contract Remarketing DIST(3)
Fee Fee Discount
*** *** *** --
9254-A02 AS/400 SSA
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
L-2 of 7
RS/6000 SERVICES
Category 1 -- (Software Services - Lead Fee Eligible Only)
Lead Pass Closed Contract Remarketing DIST(3)
Fee Fee Discount
*** *** *** --
9250-R02 SmoothStart for SystemView for AIX
9250-R03 SmoothStart for AIX Connections
9250-R04 SmoothStart for Communications Server for AIX
9251-R01 IBM ProjectWatch Service for RS/6000 SP
9252-R02 IBM Migration Service for RS/6000 SP
9256-R06 IBM Business Critical for AIX
Category 2 -- (Software Services - Lead/Closed/Discount Eligible)
Lead Pass Closed Contract Remarketing DIST(3)
Fee Fee Discount
*** *** *** --
9250-R06 SmoothStart for Database Server for AIX
9250-R08 SmoothStart for Internet Connection Server for AIX
9250-R10 SmoothStart for VisualInfo for AIX
9250-R13 SmoothStart for HACMP
9250-R14 SmoothStart Service for RS/6000 SP
9250-R15 SmoothStart Service for OnDemand for AIX
9250-R16 SmoothStart Service for Digital Library for AIX
9252-R01 AIX Upgrade and Migration Services
Feature Code 60013.1.5 > 3.2.5 Migration Only
Feature Code 60023.2.X > 3.2.5 Migration Only
Feature Code 60033.2 > 4.X Standalone Upgrade
Feature Code 60043.2 > 4.X Networked Upgrade
Feature Code 60053.2 > 4.X Upgrade and Migration
Feature Code 60063.2 > 4.X Migration Only
9253-R01 Performance Analyzer for AIX Systems
9253-R02 AIX Performance HealthCheck
9253-R03 PM/6000--Annual
Feature Codes 1010, 1011, and 1012
9253-R04 ImagePlus Capacity Planning and Tuning for VisualInfo for AIX
9254-R01 AIX Alert
9255-R01 AIX Consult Line
9256-R01 AIX Support Line Premium - RISC System/6000
9256-R02 AIX Support Line Standard - RISC System/6000
9256-R05 IBM Customer Technical Advocate for AIX
9256-R07 AIX Technical Library
9257-R01 AIX Backup and Recovery Service (SysBack)
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
L-3 of 7
NETWORK SERVICES
Lead Pass Closed Contract Remarketing DIST(3)
Fee Fee Discount
Category 1 *** *** *** --
(Software Services - Lead Fee Eligible Only)
9250-N01 SmoothStart for 8235-140 DIALS Switch
Category 2 *** *** *** --
(Software Services - Lead/Closed/Discount Eligible)
9255-N01 Network Consult Line
9256-N01 Network Support Line
PERSONAL SYSTEMS SERVICES
Lead Pass Closed Contract Remarketing DIST(3)
Fee Fee Discount
Category 1 *** *** *** --
(Software Services - Lead Fee Eligible Only)
9256-P02 IBM Business Critical for PS
Category 2 *** *** *** --
(Software Services - Lead/Closed/Discount Eligible)
9250-P02 Migration Service for VisualInfo for OS/2 to VisualInfo for AIX
9250-P03 SmoothStart Service for Digital Library for OS/2
9250-P05 SmoothStart Service for VisualInfo for OS/2
Category 3 *** *** *** --
(Software Services - Lead/Closed/Fee Eligible)
9250-P01 SmoothStart for OS/2 Warp Server
9250-P02 SmoothStart for Database Server for OS/2
9250-P04 SmoothStart for Internet Connection Server for OS/2
9252-P01 Migration for VisualInfo for AIX OS/2 V1 to V2
9255-P01 PS Consult Line
9256-P01 IBM Customer Technical Advocate for PS
9256-P03 PS Support Line Standard
9256-P04 PS Support Line Premium
S/390 SERVICES
Lead Pass Closed Contract Remarketing
Fee Fee Discount DIST(3)
Category 2 *** *** *** --
(Software Services - Lead/Closed/Discount Eligible)
9250-E02 SmoothStart Service for VisualInfo for MVS/ESA
9253-E01 Performance Analysis and Tuning Service for ImagePlus for MVS/ESA
Category 3 *** *** *** --
(Software Services - Lead/Closed Eligible)
9250-E01 SmoothStart for Internet Connection for MVS
9254-E01 S/390 Alert
9255-E01 S/390 Consult Line
9256-E01 S/390 Support Line
9256-E02 S/390 Forum
9254-E03 S/390 Resolve
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
L-4 of 7
MULTI-PLATFORM SERVICES
Lead Pass Closed Contract Remarketing
Fee Fee Discount DIST(3)
Category 1 *** *** *** --
(Software Services - Lead Fee Eligible Only)
9250-M01 SmoothStart for CICS/Transaction Server
9250-M02 SmoothStart for MQSeries
9251-S01 IBM ADSM Services and Training
9253-M01 Capacity Planning Services
9253-M02 Performance Management Services
9253-M03 Testing Services
Category 2 *** *** *** --
(Software Services - Lead/Closed/Discount Eligible)
9250-M04 SmoothStart Service for FlowMark
Category 3 *** *** *** --
(Software Services - Lead/Closed/Fee Eligible)
9254-E02 Advanced Digital Delivery
9250-M03 SmoothStart for Lotus Notes
9255-M01 Image Technology Services
STORE SYSTEMS SERVICES
Lead Pass Closed Contract Remarketing
Fee Fee Discount DIST(3)
Category 4
(Closed Contract Fee Eligible)
*** *** *** --
5639-C52 POS Support Line Premium
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
L-5 of 7
2. SYSTEMS MANAGEMENT SERVICES
A. SYSTEMS MGMT - DESKTOP & DISTRIBUTED
B. SYSTEMS MGMT - DATA CENTER
Currently, there are no announced services in this category
3. IT ENVIRONMENT & INFRASTRUCTURE SERVICES
A. SITE & OPERATIONAL SERVICES
Lead Pass Closed Contract Remarketing
Fee Fee Discount DIST(3)
CUSTOMIZED OPERATIONAL SERVICES (4)
Connectivity Services
--------------------- *** *** *** --
9251-M01 - Equipment Modification *** *** *** --
9251-M02 - Installation *** *** *** --
9251-M03 - Cabling *** *** *** --
9251-M04 - Installation Management *** *** *** --
9251-M05 - Relocation *** *** *** --
9251-M06 - Site Readiness
*** *** *** --
9255-M02 - Consult/Design
Uninterruptible Power Systems (UPS)
9257-X01 - LT 3KVA *** *** *** A
9257-X02 - 3 to 14.9KVA *** *** *** A
9257-X03 - GT 14.9KVA *** *** *** --
4. BUSINESS & TECHNOLOGY SOLUTIONS
Currently, there are no announced services in this category.
5. BACKUP AND RECOVERY
A. BUSINESS RECOVERY SERVICES
Lead Pass Closed Contract Remarketing
Fee Fee Discount DIST(3)
HOTSITE RECOVERY SERVICES
BUSINESS RESUMPTION SERVICES
END-USER SPACE
9257-X04 - New *** *** *** A
9257-X05 - Renewal *** *** *** A
9257-X06 - Anniversary *** *** *** A
CONSULTING SERVICES
BUSINESS CAPACITY SERVICES
9257-X07 - One Time Charges *** *** *** --
6. OTHER SERVICES
A. CUSTOM SERVICES CONTRACTS
Lead Pass Closed Contract Remarketing
Fee Fee Discount DIST(3)
9251-X01 - Best Est. Hourly *** *** *** --
9251-X02 - Fixed Price *** *** *** --
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
L-6 of 7
NOTES:
(1) Fees may be earned for Maintenance Service on IBM machines marketed to end
users when installed with the Business Partner's Value-Added Enhancement,
regardless of Auto-MA and other agreements or administrative processes under
which IBM might place the machines under services coverage. When a machine
is installed with the Business Partner's Value-Added Enhancement, the
Business Partner may earn fees on other IBM machines not installed by the
Business Partner, provided Auto-MA and other agreements or administrative
processes are not in place for services coverage. A Business Partner does
not have to install its Value-Added Enhancement to earn fees on non-IBM
machines.
Business Partners are not eligible for fee payment for:
. Service when the same Service associated with the same machine was
terminated by the end user within the prior six months.
. Service revenue increases resulting from upgrades to a machine already
under the Service when the serial number does not change.
. Service revenue increases on machines already under the Service when
migrating to the Extended Maintenance Option (EMO), extending an existing
EMO, or renewing an EMO at termination.
. Service for Equipment within IBM, IBM wholly owned subsidiaries, or IBM
join ventures.
(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 Invoices
*** ***
*** ***
*** ***
Table of Semiannual Payments for Cluster Credit Under ESSR:
Minimum Quantity of Qualifying Machines: 100
Quantity of Cluster Credit
Qualifying Machines Percent
*** ***
*** ***
*** ***
(3) When identified with an "A" in this column, the service is available to
Distributors at the discount or fee specified in the Distributor Schedule A.
When identified with a "--" in this column, the service is available to
Distributors at the discount or fee specified in this exhibit.
(4) Excluded from fee payment are charges for IBM or non-IBM hardware and
software, and moving company charges.
KEY
SP = Solution Provider
R = Reseller
SI = Systems Integrator
Dist = Distributor
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
L-7 of 7
IBM GLOBAL NETWORK COMPLEMENTARY MARKETER TABLE
THESE TERMS ARE IN ADDITION TO THE COMPLEMENTARY MARKETING TERMS ATTACHMENT.
Compensation Plan
-----------------
1) FEE COMPENSATION
We specify fees as either a percentage fee or a fixed fee. If we specify a
revenue percentage used to determine the fee for each Service, we apply it
to the Service's one-time or recurring charge as invoiced to the Customer,
unless specified otherwise. For a recurring charge, we apply the percentage
to 1) 12 times the monthly charge or 2) the sum of the initial charge and
the annual charge.
2) FEE QUALIFICATIONS
To qualify to receive a fee, the Business Partner must perform the following
activities:
. Perform demand generation
. Determine the customer requirements
. Configure the services solution
. Complete any service installation prerequisite and order entry
requirements
. Have the customer sign the Advantis Customer Agreement if the customer is
a new Advantis customer, and any other required contractual document
. Provide the customer with the applicable service exhibit
. Complete the Fee Request Form using IBMLink (TM) AEFORMS FEEREQ
. Forward the agreement, if required, and the Fee Request Form to Advantis
. Assist Advantis, as needed, to further define the customer's installation
requirements
3) CONDITIONS WHERE THERE IS NO COMPENSATION
Complementary Marketers are not eligible for compensation when performing as
an IBM or Advantis subcontractor for a Customer and the subcontractor's
tasks duplicate any of the Marketing Activities for the Customer.
Compensation for the following items will not be included in this plan
unless we specify otherwise:
. Placement of Services and Products for which we receive no revenue
. Offerings 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 ("temporary installations")
. Services acquired by IBM or Advantis employees
. The amount on our invoice for products and services provided by any party
other than IBM or Advantis
. Taxes, separately itemized or invoiced
M-1 of 2
Services Fee Table
------------------
The following table lists the IBM Global Network Services and associated fixed
fee or percentage fee which is applied to the Service charge (as invoiced to the
Customer).
PRODUCT FIXED FEE
IDENTIFICATION OR
NUMBER FEE PERCENT
1. GENERAL OFFERINGS:
Advantis New Account 5767-ZZZ ***
2. MANAGED DATA NETWORK SERVICES
Network Services - Dial Services
Dial Services for TCP/IP ***
Dial Services for Multiprotocol LAN 5767-044 ***
Communications
Network Services - Leased Line Connections
Internetworking and Multiprotocol Solutions 5767-043 ***
SNA Interconnection (SNI) 5767-042 ***
Leased Line Internet Access Service
Internet Direct
56Kbps 5767-045 ***
128Kbps or 256Kbps 5767-046 ***
512 Kbps or T1 5767-047 ***
3. MANAGED MESSAGING SERVICES:
Non-Advantis Customized EDI/E-Mail Interfaces
PC Base EDI Interface 5767-036 ***
PC Base E-Mail Interface 5785-DSO ***
AS/400 (R) System EDI Interface 5767-037 ***
IBM Mail Exchange
E-Mail System/VM, MVS (R), VSE 5767-054 ***
Shared OfficeVision/VM (TM) 5767-057 ***
E-Mail System AS/400 5767-056 ***
Remote PC E-Mail System 5767-058 ***
WinMail 5767-059 *** for 1-10 user IDs
*** for 11-25 user IDs
*** for 26-50 user IDs
*** for 51 + user IDs
4. MANAGED COLLABORATIVE SERVICES:
InterConnect for Lotus Notes 5767-048 *** per seat per month
for first year
*** per seat per month
for second year
No fee thereafter
5. MANAGED INTERNET/INTRANET SERVICES:
SHOWBBS 5767-SHW ***
Software Mail 5767-MRT ***
6. LICENSED PROGRAMS:
Advantis Passport family of programs 5767-039 *** for 1-500 user IDs
*** for 501 + user IDS
Expedite Base/DOS, XX/0, XXX XXXX, XXX XXXXX 0000-000 ***
Expedite/36 5767-033 ***
Expedite 400, Expedite Base 400 5767-041 ***
Expedite/DIRECT 5767-035 ***
Expedite Base/MVS, Base/VM 5767-012 ***
Expedite/CICS (TM) 5767-EXP ***
DataInterchange/MVS 5685-036 ***
DataInterchange/MVS-CICS 5695-076 ***
IBM Mail Lan Gateway/2 5696-343 ***
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
M-2 of 2
IBM BUSINESS PARTNER AGREEMENT [IBM LOGO]
GENERAL TERMS
--------------------------------------------------------------------------------
TABLE OF CONTENTS
Section Title Page
1. Definitions............................................................ 2
2. Agreement Structure and Contract Duration.............................. 3
3. Our Relationship....................................................... 4
4. Status Change.......................................................... 5
5. Confidential Information............................................... 5
6. Marketing Funds and Promotional Offerings.............................. 6
7. Production Status...................................................... 6
8. Patents and Copyrights................................................. 6
9. Liability.............................................................. 7
10. Trademarks.............................................................. 7
11. Changes to the Agreement Terms.......................................... 8
12. Internal Use Products................................................... 8
13. Demonstration, Development and Evaluation Products...................... 8
14. Electronic Communications............................................... 9
15. Geographic Scope........................................................ 9
16. Governing Law........................................................... 9
Page 1 of 9
IBM BUSINESS PARTNER AGREEMENT [IBM LOGO]
GENERAL TERMS
--------------------------------------------------------------------------------
1. DEFINITIONS
BUSINESS PARTNER is a business entity which is approved by us to market
Products and Services under this Agreement.
CUSTOMER is either an End User or a Remarketer. We specify in your Profile
if we approve you to market to End Users or Remarketers, or both.
END USER is anyone, who is not part of the Enterprise of which you are a
part, who uses Services or acquires Products for its own use and not for
resale.
ENTERPRISE is any legal entity (such as a corporation) and the subsidiaries
it owns by more than 50 percent. An Enterprise also includes other entities
as IBM and the Enterprise agree in writing.
LICENSED INTERNAL Code is called "Code". Certain Machines we specify
(called "Specific Machines") use Code. International Business Machines
Corporation or one of its subsidiaries owns copyrights in Code or has the
right to license Code. IBM or a third party owns all copies of Code,
including all copies made from them.
MACHINE is a machine, its features, conversions, upgrades, elements,
accessories, or any combination of them. The term "Machine" includes an IBM
Machine and any non-IBM Machine (including other equipment) that we approve
you to market.
PRODUCT is a Machine or Program, that we approve you to market, as we
specify in your Profile.
PROGRAM is an IBM Program or a non-IBM Program provided by us, under its
applicable license terms, that we approve you to market.
RELATED COMPANY is any corporation, company or other business entity:
1. more than 50 percent of whose voting shares are owned or controlled
indirectly, by either of us, or
2. which owns or controls, directly or indirectly, more than 50 percent of
the voting shares of either of us, or
3. more than 50 percent of whose voting shares are under common ownership
or control directly or indirectly with the voting shares of either of
us.
However, any such corporation, company or other business entity is
considered to be a Related Company only so long as such ownership or
control exists. "Voting shares" are outstanding shares or securities
representing the right to vote for the election of directors or other
managing authority.
REMARKETER is a business entity which acquires Products and Services, as
applicable, for the purpose of marketing.
SERVICE is performance of a task, provision of advice and counsel,
assistance. or use of a resource (such as a network and associated enhanced
communication and support) that we approve you to market.
Page 2 of 9
2. AGREEMENT STRUCTURE AND CONTRACT DURATION
PROFILES
We specify the details of our relationship (for example, the type of
Business Partner you are) in a document called a "Profile." Each of us
agrees to the terms of the Profile. the General Terms, the applicable
Attachments referred to in the Profile, and the Exhibit (collectively
called the "Agreement") by signing the Profile.
GENERAL TERMS
The General Terms apply to all of our Business Partners.
ATTACHMENTS
We describe, in a document entitled an "Attachment", additional terms that
apply. Attachments may include, for example, terms that apply to the method
of Product distribution (Remarketer Terms Attachment or Complementary
Marketing Terms Attachment) and terms that apply to the type of Business
Partner you are, for example, the terms that apply to a Distributor
relationship as described in the Distributor Attachment. We specify in your
Profile the Attachments that apply.
EXHIBITS
We describe in an Exhibit, specific information about Products and
Services. for example, the Products and Services you may market, and
warranty information about the Products.
TRANSACTION DOCUMENTS
We will provide to you the appropriate "transaction documents." The
following are examples of transaction documents. with examples of the
information and responsibilities they may contain:
1. invoices (item, quantity, price, payment terms and amount due); and
2. order acknowledgements (confirmation of Products and quantities
ordered).
CONFLICTING TERMS
If there is a conflict among the terms in the various documents, the terms
of:
1. a transaction document prevail over those of all the documents;
2. an Exhibit prevail over the terms of the Profile, Attachments and the
General Terms;
3. a Profile prevail over the terms of an Attachment and the General
Terms; and
4. an Attachment prevail over the terms of the General Terms.
If there is an order of precedence within a type of document, such order
will be stated in the document (for example. the terms of the Distributor
Attachment prevail over the terms of the Remarketer Terms Attachment, and
will be so stated in the Distributor Attachment).
OUR ACCEPTANCE OF YOUR ORDER
Products and Services become subject to this Agreement when we accept your
order by:
1. sending you a transaction document; or
2. providing the Products or Services.
Page 3 of 9
ACCEPTANCE OF TERMS IN A TRANSACTION DOCUMENT
You accept the terms in a transaction document by doing any of the
following:
1. signing it (those requiring a signature must be signed);
2. accepting the Product or Services;
3. providing the Product or Services to your Customer; or
4. making any payment for the Product or Services.
CONTRACT DURATION
We specify the contract start date and the duration in your Profile. Unless
we specify otherwise in writing, the Agreement will be renewed
automatically for subsequent two year periods. Each of us is responsible to
provide the the other with three months written notice if this Agreement
will not be renewed.
3. OUR RELATIONSHIP
RESPONSIBILITIES
Each of us agrees that:
1. you are an independent contractor, and this Agreement is non-exclusive.
Neither of us is a legal representative or legal 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 neither of
us is an employee or franchise of the other, nor does this Agreement
create a joint venture between us;
2. each of us is responsible for our own expenses regarding fulfillment of
our responsibilities and obligations under the terms of this Agreement;
3. neither of us will disclose the terms of this Agreement, unless both of
us agree in writing to do so, or unless required by law;
4. neither of us will assume or create any obligations on behalf of the
other or make any representations or warranties about the other, other
than those authorized;.
5. any terms of this Agreement, which by their nature extend beyond the
date this Agreement ends, remain in effect until fulfilled and apply to
respective successors and assignees;
6. we may withdraw a Product or Service from marketing at any time;
7. we will allow the other a reasonable opportunity to comply before it
claims the other has not met its obligations, unless we specify
otherwise in the Agreement;
8. neither of us will bring a legal action against the other more than two
years after the cause of action arose, unless otherwise provided by
local law without the possibility of contractual waiver;
9. failure by either of us to insist on strict performance or to exercise
a right when entitled does not prevent either of us from doing so at a
later time, either in relation to that default or any subsequent one;
10. neither of us is responsible for failure to fulfill obligations due to
causes beyond the reasonable control of either of us:
11. IBM reserves the right to assign, in whole or in part, this Agreement
and any orders hereunder, to any other IBM Related Company;
12. IBM does not guarantee the results of any of its marketing plans; and
13. each of us will comply with all applicable laws and regulations (such
as those governing consumer transactions).
Page 4 of 9
OTHER RESPONSIBILITIES
You agree:
1. to be responsible for customer satisfaction for all your activities,
and to participate in customer satisfaction programs as we determine;
2. that your rights under this Agreement are not property rights and,
therefore, you can not transfer them to anyone else or encumber them in
any way. For example, you can not sell your approval to market our
Products or Services or your rights to use our Trademarks;
3. to maintain the criteria we specified when we approved you;
4. to achieve and maintain the certification requirements for the Products
and Services you are approved to market, as we specify in your Profile;
5. not to assign or otherwise transfer this Agreement, your rights under
it, or any of its approvals, or delegate any duties, unless expressly
permitted to do so under this Agreement. Otherwise, any attempt to do
so is void;
6. to conduct business activities with us (including placing orders) which
we specify in the operations guide, using our automated electronic
system if available. You agree to pay all your expenses associated with
it such as your equipment and communication costs;
7. that when we provide you with access to our information systems, it is
only in support of your marketing activities. Programs we provide to
you for your use with our information systems, which are in support of
your marketing activities, are subject to the terms of their applicable
license agreements, except you may not transfer them;
8. to promptly provide us with IBM documents we may require from you or
the End User (for example, our license agreement signed by the End
User) when applicable; and
9. to comply with the highest ethical principles in performing under the
Agreement. You will not offer or make payments or gifts (monetary or
otherwise) to anyone for the purpose of wrongfully influencing
decisions in favor of IBM, directly or indirectly. IBM may terminate
this Agreement immediately in case of 1) a breach of this clause or 2)
when IBM reasonably believes such a breach has occurred.
OUR REVIEW OF YOUR COMPLIANCE WITH THIS AGREEMENT
We may periodically review your compliance with this Agreement. You agree
to provide us with relevant records on request. We may reproduce and retain
copies of these records. We, or an independent auditor, may conduct a
review of compliance with this Agreement on your premises during your
normal business hours.
If, during our review of your compliance with this Agreement, we find you
have materially breached the terms of this relationship, in addition to our
rights under law and the terms of this Agreement, for transactions that are
the subject of the breach, you agree to refund the amount equal to the
discount (or fee, if applicable) we gave you for the Products or Services
or we may offset any amounts due to you from us.
4. 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 or any substantive change
to information supplied in your application). Upon notification of such
change, (or in the event of failure to give notice of such change) IBM may,
at its sole discretion, immediately terminate this Agreement.
5. CONFIDENTIAL INFORMATION
This section comprises a Supplement to the IBM Agreement for Exchange of
Confidential Information. "Confidential Information" means:
1. all information IBM marks or otherwise states to be confidential;
2. any of the following prepared or provided by IBM:
Page 5 of 9
a. sales leads,
b. information regarding Prospects,
c. unannounced information about Products and Services,
d. business plans, or
e. market intelligence;
f. any of the following written information you provide to us on our
request and which you xxxx as confidential:
1) reposing data,
2) financial data, or
3) the business plan.
All other information exchanged between us is nonconfidential, unless
disclosed under a separate Supplement to the IBM Agreement for Exchange of
Confidential Information.
6. MARKETING FUNDS AND PROMOTIONAL OFFERINGS
We may provide marketing funds and promotional offerings to you. If we do,
you agree to use them according to our guidelines and to maintain records
of your activities regarding the use of such funds and offerings for three
years. We may withdraw or recover marketing funds and promotional offerings
from you if you breach any terms of the Agreement. Upon notification of
termination of the Agreement, marketing funds and promotional offerings
will no longer be available for use by you, unless we specify otherwise in
writing.
7. PRODUCTION STATUS
Each IBM Machine is manufactured from new parts, or new and used parts. In
some cases, the IBM Machine may not be new and may have been previously
installed. You agree to inform your Customer of these terms in writing (for
example, in your proposal or brochure).
8. PATENTS AND COPYRIGHTS
For the purpose of this section only, the term Product includes Licensed
Internal Code (if applicable).
If a third party claims that a Product we provide under this Agreement
infringes that party's patents or copyrights, we will defend you against
that claim at our expense and pay all costs, damages, and attorneys' 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 you maintain an inventory, and such a claim is made or appears likely to
be made about a Product in your inventory, you agree to permit us either to
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 a 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. anything you provide which is incorporated into a Product;
2. your modification of a Product, or a Program's use in other than its
specified operating environment;
Page 6 of 9
3. the combination, operation, or use of a Product with any Products not
provided by us as a system, or the combination, operation, or use of a
Product with any product, data, or apparatus that we did not provide;
or
4. Infringement by a non-IBM Product alone, as opposed to its combination
with Products we provide to you as a system.
9. LIABILITY
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 as your exclusive remedy and our exclusive liability.
OUR LIABILITY
We are responsible only for:
1. payments referred to in the "Patents and Copyrights" section 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 (except as required by law) 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 in the subsection entitled 'Our
Liability');
2. loss of, or damage to, your records or data; or
3. special, incidental, or indirect damages, or for any economic
consequential damages (including lost profits or savings) 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 made against us by others
(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.
10. TRADEMARKS
We will notify you in written guidelines of the IBM Business Partner title
and emblem which you are authorized to use. You may not modify the emblem
in any way. You may use our Trademarks (which include the title, emblem,
IBM trade marks and service marks) only:
1. within the geographic scope of this Agreement;
2. in association with Products and Services we approve you to market; and
3. as described in the written guidelines provided to you.
The royalty normally associated with non-exclusive use of the Trademarks
will be waived, since the use of this asset is in conjunction with
marketing activities for Products and Services.
You agree to promptly modify any advertising or promotional materials that
do not comply with our guidelines. If you receive any complaints about your
use of a Trademark, you agree to promptly notify us. When this Agreement
ends, you agree to promptly stop using our Trademarks. If you do not, you
agree to pay any expenses and fees we incur in getting you to stop.
You agree not to register or use any xxxx that is confusingly similar to
any of our Trademarks.
Page 7 of 9
Our Trademarks, and any goodwill resulting from your use of them, belong to
us
11. CHANGES TO THE AGREEMENT TERMS
We may change the terms of this Agreement by giving you one month's written
notice.
We may, however, change the following terms without advance notice:
1. those we specify in this Agreement as not requiring advance notice;
2. those of the Exhibit unless otherwise limited by this Agreement; and
3. those relating to safety and security.
Otherwise, for any other change to be valid, both of us must agree in
writing. Changes are not retroactive. Additional or different terms in an
order or other communication from you are void.
12. INTERNAL USE PRODUCTS
You may acquire Products you are approved to market for your internal use
within your Business Partner operations. Except for personal computer
Products, you are required to advise us when you order Products for your
internal use.
We will specify in your Exhibit the discount or price, as applicable, at
which you may acquire the Products for internal use. Except for personal
computer Products, such Products do not count toward 1) your minimum annual
attainment 2) toward determination of your discount or price, as applicable
or 3) for determining your marketing or promotional funds.
Any value added enhancement or systems integration services otherwise
required by your relationship is not applicable when you acquire Products
for internal use. You must retain such Products for a minimum of 12 months,
unless we specify otherwise in the Exhibit.
13. DEMONSTRATION, DEVELOPMENT AND EVALUATION PRODUCTS
You may acquire Products you are approved to market for demonstration,
development and evaluation purposes, unless we specify otherwise in the
Exhibit. Such Products must be used primarily in support of your Product
marketing activities.
We will specify in your Exhibit the Products we make available to you for
such purposes, the applicable discount or price, and the maximum quantity
of such Products you may acquire and the period they are to be retained.
The maximum number of input/output devices you may acquire is the number
supported by the system to which they attach.
If you acquired the maximum quantity of Machines, you may still acquire a
field upgrade, if available.
We may decrease the discount we provide for such Products on one month's
written notice.
You may make these Products available to a Customer for the purpose of
demonstration and evaluation. Such Products may be provided to an End User
for no more than three months. For a Program, you agree to ensure the
Customer has been advised of the requirement to accept the terms of a
license agreement before using the Program.
Page 8 of 9
14. ELECTRONIC COMMUNICATIONS
Each of us may communicate with the other by electronic means, and such
communication is acceptable as a signed writing to the extent permissible
under applicable law. Both of us agree that for all electronic
communications, an identification code (called a 'user ID') contained in an
electronic document h legally sufficient to verify the senders identity and
the document's authenticity).
15. GEOGRAPHIC SCOPE
All the rights and obligations of both of us are valid only In the United
States and Puerto Rico.
16. GOVERNING LAW
The laws of the State of New York govern this Agreement.
The "United Nations Convention on Contracts for the International Sale of
Goods" does not apply.
Page 9 of 9
IBM BUSINESS PARTNER AGREEMENT
DISTRIBUTOR - SCHEDULE A
________________________________________________________________________________
These terms are in addition to those of the Business Partner Exhibits 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 Business
Partner Exhibit (Z125-5505). Unless otherwise stated in this Schedule, discount
maximums and exceptions identified in the Business Partner Exhibit apply to
products acquired under this Schedule. Those RS/6000, AS/400, Point of Sale,
Network Integration, and Storage Products identified with an "A" in the DIST
column of the Business Partner Exhibit are available to you at the discounts
identified in this schedule.
1. RS/6000 AND AS/400 DISCOUNT SCHEDULES
A. RS/6000 PRODUCTS
----------------
1) INCLUDED IN CATEGORY A OF THE BUSINESS PARTNER EXHIBIT.
Annual Revenue Discount Base
*** ***
*** ***
*** ***
*** ***
Field Installed Features and Model Conversions are available at a ***
discount.
Includes Software and I/O.
2) NOT INCLUDED IN THE BUSINESS PARTNER EXHIBIT.
. RS/6000 Machine Type 7020 Model 40P discount is ***
(Reseller terms and conditions).
. Distributors currently approved for the IBM RS/6000 are
authorized to market the IBM 7586 Model 43P Industrial
Computer to their Solution Providers.
7586 Model 43P is subject to standard Industrial Computer
discounts. Contact an IBM representative for the applicable
discounts. The following remarketer information applies for
the 7586 Model 43P.
-- Inventory Adjustment Category: 2
-- Annual System Revenue Performance applies.
-- The product is a customer setup machine.
-- The product does not contain licensed internal code.
Please refer to IBM announcement letter, 595-104, dated
10/31/95, for complete terms and information on this
product.
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
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. 7573 Model 001 and 7574 Model 001 Industrial Graphics Displays.
These Products are eligible for the RS/6000 Products discount
grid, listed in this Schedule, that applies to Category A
Products of the Business Partner Exhibit. The following
Remarketer information applies for these Products:
-- Inventory Adjustment Category: 2
-- Annual System Revenue Performance applies
-- The Product is a customer setup machine.
-- The Product does not contain licensed internal code.
B. AS/400 PRODUCTS
---------------
1) INCLUDED IN CATEGORY B OF THE BUSINESS PARTNER EXHIBIT
Machine Type Discount
9401-P03 ***
9402 *** (9402 Models 236 and 436 now
machine orders are available
at a *** discount.)
9406 ***
. AS/400 Field Installed Features and Model Conversions for
AS/400 Machine Types 9401 -P03/9402/9404/9406: ***
. AS/400 Software and I/O Products: ***
-- Field Installed Features and Models Conversion for AS/400
I/O Products: ***
2) NOT INCLUDED IN THE BUSINESS PARTNER EXHIBIT.
9401-150 ***
The following Business Partner Exhibit terms apply to the 9401
Model 150:
. MES orders are eligible for a *** discount.
. Licensed Internal Code (LIC) = Yes.
. Inventory Adjustment Category (IAC) = 4
. Customer Set-up (CSU) machine
. Business Partner Exhibit AS/400 Development/Demonstration
terms apply.
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
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The following IPLA licensed software is available for the AS/400
Advanced Entry 9401 Model 150 at a *** Distributor discount.
Permission to copy is not granted for this software.
Program
Number Description
5649-AF1 Advanced Function Print Utility for AS/400
5649-A07 IBM Network Station Manager for AS/400
5649-A08 IBM Network Station Browser
5649-A09 IBM Network Station Support for Java
5649-CB1 Integrated Language Environment COBOL for AS/400
0000-XX0 Xxxxx-xx-Xxxx Communications Utility for AS/400
5649-CL3 Application Development ToolSet Client/Server for AS/400
5649-CX2 Integrated Language Environment C for AS/400
5649-DCT Language Dictionaries for AS/400
5649-EP1 AS/400 Advanced Entry 9401 Model 150 BasePak Software
5649-NLV Secondary Languages for licensed programs
5649-PD1 Application Program Driver for AS/400
5649-PWA Application Dictionary Services for OS/400 (#2212)
5649-PWB Application Development Manager for OS/400 (#2213)
5649-PW1 Application Development ToolSet for AS/400
5649-RD1 Report/Data Archive and Retrieval System for AS/400 (#2294)
5649-RG1 Integrated Language Environment RPG for AS/400
5649-SB1 PSF/400 20-45 IPM Feature (#2291)
5649-SC1 Enhanced Integration for Novell NetWare (#2246)
5649-SD1 Enhanced Integration for Lotus Notes (#2256)
0000-XXX XXX Connection Program for OS/400 for UNIX (2) Environments
5649-WP1 OfficeVision (R) for AS/400
C. EXCEPTIONS
----------
The following exclusions and maximums apply and prevail over the
Discount Schedules above:
CATEGORY A
----------
The discount for RS/6000 Machine Type 7248 (all models), as well as
Model Conversions for Machine Type 7248, is ***.
CATEGORY A1 - Architecture and Engineering Series Programs and
-----------
CAD/CAM Programs
The following Licensed Programs are available at a *** discount:
5696-054 5696-055 5696-057 5799-AES
5696 060 5696-601 5697-166
CATEGORY B1
-----------
The following Licensed Programs are available at a *** discount:
5696-024 5696-025 5696-026 5696-027
5696-029 5696-030 5696-034 5733-056
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
3 of 13
The following Licensed Programs are available at a *** discount:
5696-006
The following Licensed Programs are available at a *** discount:
5620-ABL
CATEGORY G1
-----------
7526 discount = ***
CATEGORY G2
-----------
3172-003 discount = ***
CATEGORY K4
-----------
All Products discount = ***
CATEGORY M
----------
The following Licensed Programs are available at a *** discount:
5696-238 5696-347 5765-532 5765-533
5765-534 5765-537 5765-538 5765-540
The following Licensed Programs are available at a *** discount:
5696-108 5765-316
The following Licensed Programs are available at a *** discount:
5765-191 5765-192 5765-193 5765-263 5765-337
5765-338 5765-339 5765-340 5765-341 5765-342
5765-347 5765-348 5765-440 5765-441 5765-442
5765-443 5765-605 5765-606 5765-607
The following Licensed Programs are available at a *** discount:
5697-BKP 5697-EMN 5697-JSC 5697-NVW
5697-PMN 5697-SWD 5765-527
CATEGORY O
----------
The following Licensed Programs are available at a *** discount:
5621-425 5696-865
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
4 of 13
CATEGORY X
----------
Products included in this category are available for marketing by
both AS/400 and RS/6000 Remarketers.
The 5621-159 is available at a *** discount.
D. IBM UNINTERRUPTIBLE POWER SUPPLY (UPS)
--------------------------------------
1) Discount Schedule for UPS Products.
CATEGORY MACHINE TYPE MODEL ELIGIBLE DISCOUNT
K5 9910 B$$* ***
E$$* ***
Xxx* ***
X00, X00, XX0 ***
EP8, E80, U33 ***
MES orders for Machines in this Category are not eligible
for a discount.
* Except for models specifically listed at a different
discount.
2) Discount Schedule for all other UPS Products:
KVA CAPACITY DISTRIBUTOR DISCOUNT
< 3 KVA ***
3 < 18 KVA ***
= > 18 KVA Quoted on request.
2. IBM STORAGE PRODUCTS
Products included in categories S1 and S3 of the Business Partner
Exhibit may be marketed by Solution Providers and Resellers
independent of the standard Value-Added Enhancement requirement.
WHEN APPROVED FOR THESE STORAGE PRODUCTS, YOU ARE ALSO APPROVED FOR
ASSOCIATED RS/6000 AND AS/400 FEATURES REQUIRED TO ATTACH THESE
STORAGE PRODUCTS TO RS/6000 OR AS/400 PROCESSORS AT THE DISCOUNT
ASSOCIATED WITH THESE PROCESSOR FEATURES.
Category S1 3995 = ***
Category S1 All Other Products = ***
Category S2(1) All Products = ***
Category S3 All Products = ***
Category S5 7015 ROO = ***
Category S6 All Products = ***
Category SS Those products indicated as eligible for a
Distributor discount in the Business Partner
Exhibit are eligible for a *** discount.
MES orders for IBM Storage Products are eligible for the same discount
as the base machine, unless otherwise indicated.
(1) The 3590 Model C12 is not eligible for Distributor Schedule A
discounting and will receive only the standard Business Partner
Exhibit discount.
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
5 of 13
3. IBM POINT OF SALE PRODUCTS
A. Included in Category K of the Business Partner Exhibit:
POS TERMINALS
-------------
Machine Type Discount
4610 ***
4612-L01 ***
4612-P01 ***
4612-C01 ***
4612-D01 ***
B. Included in Category C and C1 of the Business Partner Exhibit:
4693 ***
4694 ***
4695 ***
IBM Licensed Programs /(1)/ ***
(1) Unless indicated in Category C as not eligible for discount.
C. Included in Category C2 of the Business Partner Exhibit:
IBM LICENSED PROGRAMS
---------------------
Product
Number Description Discount
0000-000 XXX Retail Application ***
5799-FPR Advanced Payment Sys. for Chain Drug Sales ***
5799-FRN Advanced Payment Sys. for Stand Beside Env. ***
5799-QPD Advanced Payment Sys. for Supermarket ***
5799-QNR Advanced Payment Sys. for General Sales ***
D. Not included in the Business Partner Exhibit: 4614(2)
(2) Contact IBM to obtain prices.
INVENTORY ADJUSTMENT CATEGORY 1 APPLIES (NO RETURNS).
NORTH AMERICAN DISTRIBUTOR ATTACHMENT APPLIES.
Requirements for SureOne (4614)
. Only orders for full shipping container (336 units) can
be placed with IBM. A minimum order quantity of one (1)
shipping container is required.
. A minimum inventory of one container (336 units) of
4614s must be held by the Distributor.
. Withdrawn SureOne Products: Three months after IBM
announces withdrawal of a SureOne Product IBM, will
accept as returns up to the quantity of the withdrawn
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
6 of 13
product sold by the Distributor during the three-month
period immediately preceding the announcement of withdrawal.
4. IBM NETWORK INTEGRATION PRODUCTS
Products included in this section have unique certification
requirements. Please contact your IBM representative for details.
Products included in this section are available at the discounts
described below. MES orders for installed features and model
conversions are available at the same discount as the base machine
type/model it is ordered for installation on.
CATEGORY D
Eligible
Type/Model Discount
8210 ***
8235/140 ***
8250 ***
8260 ***
8273 ***
8274 ***
8281 ***
8285/00B ***
8285/00P ***
6611/120 ***
6611/125 ***
6611/145 ***
6611/175 ***
2210 ***
2216 ***
2218 - 1$$ and 3$$ models ***
2218 - 0$$ models ***
9741/001 ***
CATEGORY D1
Licensed Programs included in Category D1 are available at a ***
discount with the following exceptions:
5648-016 ***
5697-B67 ***
5697-B68 ***
5697-B69 ***
5697-B70 ***
5697-C10 ***
5697-C11 ***
5697-C13 ***
5697-C14 ***
5765-368 ***
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
7 of 13
5. DISTRIBUTOR DEMONSTRATION SYSTEM
Distributors may acquire the following quantities of Demonstration
System Products each 12-month period during their contract duration
for use in supporting, recruiting, and training their Solution
Providers and Resellers.
Demonstration Products are made available to the Distributor at the
Development System Discounts specified In the Business Partner
Exhibit.
The retention period for RS/6000 Demonstration Systems acquired by
Distributors is now six months from the original date of installation.
The 9076 RS/6000 SP will remain at twelve months from the date of
installation.
All other Demonstration Products must be retained by the Distributor
for a minimum of twelve months from the date of installation.
Refer to the Distributor Attachment for additional terms.
Product Quantity Available
------- ------------------
RS/6000 Processors ***
POWERparallel Processors (9076) ***
AS/400 Processors ***
- 9401/P03 ***
* Network Integration Products ***
* Point of Sale Products ***
** Storage Products ***
*** RS/6000 and System/390 *** per calendar year at a *** discount
Server-on-Board (R/390)
PC SERVER SYSTEM/390 (P/390):
-----------------------------
For a P/390 Development or Demonstration System, the PC Server
hardware portion is available at a discount through the IBM PC Server
Seed Program. The IBM Intel software is available at a *** discount as
a member of BESTeam. The S/390 Microprocessor Complex and IBM 96MB MEA
are available at a *** discount, and the S/390 software is available
at a *** discount.
* Distributors may acquire the quantities indicated for each
machine type. In addition to approved Network Integration
Distributors, Network Integration Products are available to IBM
RS/6000, AS/400, and Point of Sale Distributors as complementary
products to a development, demonstration, or internal-use system
unit purchase. The quantity limitations stated above apply to all
Network Integration Products acquired for development,
demonstration, or internal use.
** Distributors may acquire up to 10 of the Products they are
approved to market in these Categories.
*** Distributors may acquire up to five R/390 machines each calendar
year for each Solution Provider at a *** discount.
Distributors may acquire Development System Products for each of their
Solution Providers and Resellers at the same quantities and discounts
identified in the Business Partner Exhibit as available for Solution
Providers and Resellers each calendar year.
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
8 of 13
Distributors may acquire Products from the Associated Categories in
those quantities that IBM has indicated is the maximum number of these
Products that will attach to their Demonstration System Processor
Type.
6. FEDERAL DISCOUNTS
Distributors authorized to market the RS/6000 Network Integration
Products to Solution Providers may acquire Products for installation
in a Federal End User account under the following discount schedules.
Project Discounts identified in the Business Partner Exhibit may also
be available for Federal End User installations. Distributor specific
revenue commitments and discounts are identified in the individual
Distributor's Profile. Please contact your IBM representative for
details.
A. DISTRIBUTOR FEDERAL DISCOUNT SCHEDULE
-------------------------------------
1) RS/6000 PRODUCTS
----------------
Discounts
Annual System
Revenue Performance* Hardware Software
*** *** ***
*** *** ***
*** *** ***
*** *** ***
* This discount schedule is based on a single RS/6000
revenue commitment for Products acquired for both
federal and commercial installations .
a) Unless otherwise stated, Products in Category A on the
Business Partner Exhibit (Z125-5505) are eligible for
the hardware discounts above for new machine orders.
Field installed features and model upgrades for
hardware Products are available at a *** discount.
b) Some Products listed in the Network Integration
Products Federal Discount Schedule below may also be
eligible RS/6000 Products. Those Products may be
acquired at the discounts listed below by IBM
Authorized Distributors approved to market RS/6000
Products to Solution Providers.
c) Unless otherwise stated, all other Products are
available at the standard Distributor/Business Partner
published discounts.
Note: Please review Discount Exceptions in item 3 below.
2) NETWORK INTEGRATION PRODUCTS FEDERAL DISCOUNT SCHEDULE
------------------------------------------------------
Machine Type Description Discount
Category D 6611 Network Processor - Model 12x ***
8260 Multiprotocol Intelligent Switching Hub ***
9741 High Speed Inverse Multiplexor ***
2210 Nways Multiprotocol Router ***
2217 Nways Multiprotocol Concentrator ***
Category D1 5648-016 Multiprotocol Network Program ***
Category K1 9309 Rack Enclosure Expansion Unit ***
Category K2 3299 Multiplexer Hub ***
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
9 of 13
a) Products specifically listed above are eligible for
discounts listed above when sold to Federal End Users.
b) Unless otherwise stated, additional Network Integration
Products are eligible to IBM Business Partners approved
to market Network Integration Products are available at
standard Distributor/Business Partner published
discounts.
NOTE: PLEASE REVIEW DISCOUNT EXCEPTIONS IN ITEM 3
BELOW.
3) DISCOUNT EXCEPTIONS
-------------------
The following RS/6000 and Network Integration Products are
available to eligible IBM Distributors at the discounts
stated below.
Business Partner Exhibit Category A Products available at a
*** discount:
5621-027
5765-083
Business Partner Exhibit IBM Storage Products (Category S2):
3494 = ***
3590 = ***
7. IBM WORKSTATION SOFTWARE PRODUCTS
Selected IBM Licensed Programs currently available via the terms and
conditions of the IBM International Software Remarketer Agreement are
available directly from IBM only to those Distributors approved for
RS/6000, Network Integration, or Storage.
These Programs are identified in the IBM Business Partner Agreement
Remarketer Workstation Software Eligible Program List (Z121-1003).
These Programs are available to eligible Distributors at a *** percent
higher discount than indicated in the Solution Provider version of the
IBM Remarketer Business Partner Agreement Software Eligible Program
List (Z121-1003). The Distributor version of the IBM SPA Remarketer
Workstation Software Eligible Program List (Z121-1003) already
reflects the *** percent higher Distributor discount.
For more information, please refer to IBM Announcement Letter 596-065.
8. IBM RS/6000 AND SYSTEM/390 SERVER-ON-BOARD (R/390), AND IBM PC SERVER
SYSTEM/390 (P/390)
Distributors currently approved for the IBM RS/6000, who meet the
additional approval requirements, may be authorized to market IBM
RS/6000 and System/390 Server-on-Board (R/390) Products, and IBM PC
Server System/390 (P/390) Products.
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
10 of 13
A. The following R/390 and P/390 products are available at a single
remarketer price. Please contact your IBM marketing
representative for pricing information.
RPQ 8P1863: 9662-001 S/390 Microprocessor Complex for
R/390
RPQ 8P1864: 9662-001 96MB Memory Expansion Adapter
RPQ 8P1880: 9662-001 S/390 Microprocessor Complex for P/390
9662-005(1) S/390 Parallel Channel Adapter
9662-128(1) P/390 PCI Card with 128MB Memory
9662-032(1) P/390 PCI Card with 32MB Memory
(1) Customer Set-up machines.
. Inventory Adjustment Category = 2.
. Aggregation toward Minimum Renewal Criteria applies.
. These products require installation by IBM.
. These products contain Licensed Internal Code.
. Development/Demonstration information is in Section 5 of
this Schedule.
Note: Only those S390 Microprocessor Complexes and IBM 96MB
Memory Expansion Adapters not yet integrated into the
specified RS/6000 or PC Server are eligible for return.
B. When approved for the R/390 or P/390, Distributors and their
Solution Providers are also approved for the IBM Licensed
Programs included in the Business Partner Exhibit Category E2.
The IBM Entry End-User/390 License (ESL) version of a Program is
available to Distributors. The ESL version of a Program is
available at a ***. discount for remarketing or a *** discount
for development/demonstration installation. Where there is no ESL
version of a Program available, Distributors may acquire the
Program under one of the following applicable pricing options:
. The lowest applicable, graduated Basic one-time charge
. Any other applicable, use-based one-time charge
. The Basic one-time charge
These options are available at the highest associated discount as
specified in the Business Partner Exhibit.
Distributors and Solution Providers may only market the IBM
Licensed Programs included in Category E2 when they are also
marketing the R/390 o P/390.
ESL versions of IBM Licensed Programs may not be redesignated to
a processor not included in the IBM Customer Agreement-License,
Attachment for IBM Entry End-User/390 License (Z125-5439). This
Attachment must be executed prior to providing an end user with a
license, or a Distributor or Solution Provider with a development
or demonstration license. The end-user, Distributor, or Solution
Provider must have signed the IBM Customer Agreement (Z125-4575)
or IBM Customer Agreement-License (Z125-4593) prior to acquiring
a Licensed Program.
9. IBM PRODUCT SUPPORT SERVICES OFFERINGS TABLE
Service offerings that Business Partners may be authorized to sell for
a fee or discount are listed in the Business Partner Exhibit. Service
offerings in the Business Partner Exhibit for which Distributors may
be eligible for a Distributor discount are listing in this section.
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
11 of 13
A. PRODUCT SERVICES
HARDWARE PRODUCT SERVICES
MAINTENANCE SERVICES
Closed Contract Fee (1)
9254-X01 MMMC ***
9254-X02 CSO ***
9254-X03 MRSO ***
Hardware Product Services Legend
MMMC - Minimum Monthly Maintenance Charge
CSO - Corporate Service Option
MRSO - Mid-Range System Option
B. IT ENVIRONMENT & INFRASTRUCTURE SERVICES
UNINTERRUPTIBLE POWER SYSTEMS (UPS)
Remarketing Discount
9257-X01 LT 3KVA ***
9257-X02 3 to 14.9KVA ***
9257-X03 GT 14.9KVA ***
C. BACKUP AND RECOVERY
BUSINESS RECOVERY SERVICES
HOTSITE RECOVERY SERVICES, BUSINESS RESUMPTION SERVICES,
END-USER SPACE
Closed Contract Fee
9257-X04 New ***
9257-X05 Renewal ***
9257-X06 Anniversary ***
NOTES:
(1) Fees may be earned for Maintenance Service on IBM machines
marketed to end users when installed with the Business Partner's
Value-Added Enhancement, regardless of Auto-MA and other
agreements or administrative processes under which IBM might
place the machines under services coverage. When a machine is
installed with the Business Partner's Value-Added Enhancement,
the Business Partner may earn fees on other IBM machines not
installed by the Business Partner, provided Auto-MA and other
agreements or administrative processes are not in place for
services coverage. A Business Partner does not have to install
its Value-Added Enhancement to earn fees on non-IBM machines.
Business Partners are not eligible for fee payment for:
. Service when the same Service associated with the same
machine was terminated by the end user within the prior six
months.
. Service revenue increases resulting from upgrades to a
machine already under the Service when the serial number
does not change.
*CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
12 of 13
. Service revenue increases on machines already under the
Service when migrating to the Extended Maintenance Option
(EMO), extending an existing EMO, or renewing an EMO at
termination.
. Service for Equipment within IBM, IBM wholly owned
subsidiaries, or IBM joint ventures.
13 of 13
