IBM Business Partner Agreement
Distributor Profile
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We welcome you as an IBM Business Partner-Distributor
The 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 (Z125-5478-04 12/98);
(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) any 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 Date received by IBM: 9/10/99
Agreed to: (IBM Business Partner name) Agreed to:
PINACOR, Inc International Business Machines
Corporation
By /s/ Xxx Xxxxx By /s/ L. Xxxx Xxxxxx
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Authorized Signature Authorized Signature
Name (type or print): Xxx Xxxxx Name (type or print):
Date: 9/9/99 Date: 9-10-99
IBM Business Partner address: IBM address:
0000 Xxxxx Xxxxxx, XX#00 0000 XXXXXXXXX XXXXXXX
XXXXX, XX 00000 XXXXXXX, XX 00000
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DETAILS OF OUR RELATIONSHIP
Contract Period Start Date (month/year): 01/99 Duration: 24 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.
Applicable
Approved Relationship (yes/no) Attachment
Distributor Attachment yes Z125-5486-03 12/98
Remarketer Terms Attachment yes Z125-5497-02 12/98
Warranty Service Attachment no Z125-5499-02 12/98
Complementary Marketing Terms Attachment
for Distributors yes Z125-5775-00 03/98
Authorized Assembler Attachment yes Z125-5530-01 04/97
North American Marketing Attachment
for Distributors yes Z125-5892-01 06/99
Federal Remarketer Attachment yes Z125-5514-01 02/99
Attachment for Services Marketing for Remarketers yes Z125-5750-00 11/97
Attachment for Finance Services from IBM Credit Corp. yes Z125-5795-02 05/99
Attachment for ServiceSuite - Remarketer no Z125-5767-01 02/99
Product and Services Approval:
The following Products and Services are listed in the Exhibit. The terms of an
Exhibit apply to the Products and Services listed in it.
When we approve you for Products listed in the Exhibit, you are also approved to
market their associated Programs and peripherals.
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.
For Products and Services we specify you acquire from us, we may specify in your
Exhibit that you acquire the Products and Services from a supplier instead of
from us. When you acquire the Products and Services from a supplier, the terms
of the Agreement relating to your acquisition of Products and Services directly
from us (for example, terms relating to the ordering of Products and Services)
are not applicable. All other terms apply.
Approved to Market to:
IBM Approved Remarketers All Remarketers End Users
System Types (1) (yes/no) (yes/no) (yes/no)
1) IBM Systern/390 (2) (5) no
IBM R/390 no
IBM P/390 no
2) IBM RS/6000 (6) yes
3) IBM RS/6000 SP (6) yes
4) IBM AS/400 (6)
9401 no
9401/150 no
9402 no
9406 no
5) IBM 469X Point of Sale Products (6) no
IBM 4614 SureOne (6) no
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Approved to Market to:
IBM Approved Remarketers All Remarketers End Users
System Types (1) (yes/no) (yes/no) (yes/no)
IBM Personal Computer Products (3)
1 ) IBM PC Desktop yes
2) IBM PC Server yes
3) IBM Mobile yes
4) ASCII Terminals yes yes yes
5) Cables & Associated Products yes yes yes
6) PC Features & Options yes yes yes
Additional Products (1)
1) IBM Network Integration Products yes
2) 3745 Communications Controller no
3) 3746 Expansion Unit/Controller no
4)-Graphics no
5) Finance Products Category J1 no
6) IBM Storage Products (6) no
Category S1 Products no
Category S2 Products no
Category S3 Products no
Category S6 Products no
Category S7 Products no
Category S9 Products no
Software Only
1) Tivoli Enterprise Software
Category (SW1 131) no
Category (SW1C1) no
2) F.A.S.T. Software no
3) Enterprise File Systems no
IBM Global Services (4)
1) Product Support Services
a) Hardware -Product Services no
b) Software Services no
c) Systems Management Services no
d) Site & Connectivity Services no
e) Business & Technology Solutions no
f) Business Recovery Services no
g) Other Services no
2) IBM Professional Services
a) IBM Consulting Services no
Certified Products you are approved to market.
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(1) When approved for other than IBM Personal Computer Company Products
additional terms apply. These terms are included in the Distributor Schedule
A transaction document.
(2) Eligible Products are identified in Schedule A.
(3) Please refer to the IBM Personal Computer Products Exhibit for details on
direct acquisition criteria. (4) You may market this Service without the
requirement to have marketed a Machine or Program,
(5) When we approve you to market these Products, you are also approved to
market the associated Programs under complementary marketing terms only.
These Programs are not available for marketing under remarketer terms.
(6) These Products are eligible for marketing under the terms of the North
American Marketing Attachment Distributors.
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Exclusions, if applicable:
Although included by reference in Product or Services approval, you are not
approved to market these individual Products or Services.
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Minimum Annual Attainment:
Product/Service Volume/Revenue Measurement
Period Dates
DISTRIBUTOR RELATIONSHIP $30,000,000 01/01/99 to 12/31/99
DISTRIBUTOR RELATIONSHIP $30,000,000 01/01/00 to 12/31/00
RS/6000 $20,000,000 01/01/99 to 12/31/99
RS16000 $20,000,000 01/01/00 to 12/31/00
NETWORKING $2,000,000 01/01/99 to 12/31/99
NETWORKING $2,000,000 01/01/00 to 12/31/00
Locations:
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Location (xxxxxx xxxxxxx, xxxx, xxxxx, ZIP code)
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0000 X. XXXXXXXX XXX
XXXXX, XX 00000
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Your Commitment, if applicable:
This section identifies your Revenue Commitment and the Applicable Additional
Discount Percentage. At your request we will review your revenue attainment
against your Revenue Commitment at any time to determine if you qualify for a
higher Applicable Additional Discount Percentage.
After each annual measurement period, IBM will review your revenue attainment.
If your revenue attainment is less than the Revenue Commitment, your Applicable
Additional Discount Percentage will be adjusted downward to the appropriate
level. Additionally if your revenue attainment is greater than your Revenue
Commitment, your Applicable Additional Discount Percentage will be adjusted
upward as appropriate.
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IBM Network Revenue Applicable Additional
Integration Commitment Discount Percentage (1)
Products (Annual)
ENTRY _________
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IBM 3746 Revenue Applicable
Communications Commitment Discount
Control (Annual) Percentage
N/A __________
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(1) The products eligible for the Applicable Additional Discount Percentage are
identified in the Business Partner Exhibit.
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.
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Type/Model Type/Model Type/Model Type/Model
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Unless you are assigning to us, please specify the name of the IBM Premier
Personal Computer Servicer.*
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