MICROSOFT DISTRIBUTION AND PREINSTALLATION AGREEMENT
(FOR MANUFACTURERS, ASSEMBLERS AND REASSEMBLERS OF COMPUTER HARDWARE ONLY)

THIS IS A LEGAL AGREEMENT ("AGREEMENT") BETWEEN YOU ("YOU" OR "COMPANY") AND MICROSOFT LICENSING, INC. ("MS"), A NEVADA, U.S.A. CORPORATION. BY OPENING THE PACKAGE TO WHICH THIS AGREEMENT IS ATTACHED, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THE PRODUCT ENCLOSED IN THIS PACKAGE IS LICENSED FOR DISTRIBUTION ONLY BY MANUFACTURERS, ASSEMBLERS AND REASSEMBLERS FOR RESALE OF COMPUTER HARDWARE (DEFINED BELOW) ("SYSTEM BUILDERS" OR "SBs"). IF YOU ARE NOT A SYSTEM BUILDER, OR IF YOU DO NOT AGREE TO BE BOUND BY ALL TERMS OF THIS AGREEMENT, THEN MS DOES NOT GRANT A LICENSE TO YOU TO INSTALL, USE, OR DISTRIBUTE THE ENCLOSED PRODUCT AND/OR PREINSTALLATION TOOLS, AS APPLICABLE. IN SUCH EVENT, YOU SHOULD PROMPTLY RETURN THE UNOPENED PACKAGE (INCLUDING ALL CONTENTS) TO THE AUTHORIZED MS DISTRIBUTOR ("DISTRIBUTOR") FROM WHICH YOU OBTAINED IT FOR A REFUND.

1. DISTRIBUTION OF PRODUCT INSIDE COMPUTER HARDWARE PACKAGE ONLY
1.1 "Computer Hardware" shall be defined to be an assembled computer system that includes, at a minimum, a motherboard with CPU, bootable mass storage drive, power supply, and case. If the enclosed MS product is a desktop operating system software product (which does not include "server" operating system software), Computer Hardware may also be (i) a motherboard, (ii) a bootable mass storage drive or (iii) an unassembled computer system. Computer Hardware does not include computer systems or motherboards capable of supporting more than two (2) microprocessors.
1.2 MS hereby grants COMPANY a non-exclusive right to distribute one complete unit of the enclosed MS product(s) ("Product(s)") directly or indirectly to an end user purchaser of COMPANY's Computer Hardware as an item included inside the Computer Hardware package. COMPANY shall require all persons and entities in its distribution channels to include a complete unit of Product inside the Computer Hardware package. COMPANY shall neither advertise nor price the Product separately from the Computer Hardware. Individual Product(s) and Product packaging may not be modified, altered, repackaged, reassembled or supplemented in any way.
1.3 COMPANY may distribute Product with Computer Hardware to a SB purchaser only if such SB agrees to distribute the Product with Computer Hardware pursuant to a sublicense consistent with the terms and conditions of this Agreement.

2. PREINSTALLATION REQUIREMENT
If the Product is distributed with an assembled computer system, COMPANY shall preinstall one (1) copy of Product software on the bootable mass storage drive of such assembled computer system with which Product is distributed to an end user. Such preinstallation shall be in accordance with preinstallation instructions, if any, provided with the Product or made available separately through the Microsoft OEM System Builder Program ("Preinstallation Instructions").COMPANY may not distribute the unit of Product used to perform preinstallations and may not distribute the Preinstallation Instructions to end users.

3. COMPANY PROVIDES END USER PRODUCT SUPPORT
COMPANY shall provide qualified end user support service for the Product. COMPANY's support service to the end user shall be at least as favorable as the terms under which COMPANY provides end user support for the Computer Hardware. MS may at its discretion refer all related customer service and support inquiries to COMPANY. COMPANY's support phone number shall be conspicuously placed either in the written or online Computer Hardware user manual or in the online help file, and in case of reassembled computer systems originally sold under a third party brand name, additionally on the outside of the case.

4. NO ASSIGNMENT OR TRANSFER ALLOWED
COMPANY may not assign or otherwise transfer any of COMPANYs rights under this Agreement, except as provided in Section 1.3 above.

5. LIMITED WARRANTY; RETURNS TO DISTRIBUTOR
5.1 MS warrants to COMPANY that at the time of shipment by Distributor Product will perform substantially in accordance with the Product documentation. COMPANY's sole remedy and Distributors sole obligation under this warranty shall be limited to, at Distributors election, refund or replacement of the Product. THIS WARRANTY MAY BE ASSERTED BY COMPANY ONLY AND NOT BY COMPANYS CUSTOMERS OR SUBLICENSEE(S) UNDER SECTION 1.3 ABOVE. Neither MS, nor Microsoft Corporation ("MSCORP") nor their suppliers make any warranty as to defects in media or materials. Warranties with respect to media and materials, if any, may be made by Distributor.
5.2 SECTION 5.1 CONTAINS THE ONLY WARRANTIES MADE BY MS, MSCORP OR ITS SUPPLIERS. EXCEPT FOR WARRANTIES WITH RESPECT TO MEDIA AND MATERIALS MADE BY DISTRIBUTOR, IF ANY, ALL OTHER WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING THOSE FOR NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, ARE EXPRESSLY DISCLAIMED. COMPANY AGREES THAT MS, MSCORP, DISTRIBUTOR AND THEIR SUPPLIERS SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, ECONOMIC OR PUNITIVE DAMAGES EVEN IF MS, MSCORP, DISTRIBUTOR OR THEIR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. LIMITATION OF LIABILITY
COMPANY agrees that neither MS, nor MSCORP nor their suppliers shall have any liability whatsoever to COMPANY under any provision of this Agreement or any transaction contemplated herein.

7. PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
The Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. COMPANY will not remove, alter or obscure any copyright, trademark or patent notices that appear on the Product or are contained in the Product software as delivered to COMPANY. COMPANY shall market the Product only under the Product name(s) and version number for such Product provided to COMPANY. COMPANY will use the appropriate trademark, product descriptor and trademark symbol (e.g., "TM" or "") and clearly indicate MSCORPs or applicable third parties ownership of its trademark(s) whenever the Product name is first mentioned in any advertisement, brochure, or other material in connection with the Product. COMPANY shall not at any time use any name or trademark confusingly similar to a MSCORP or licensed third party trademark, trade name and/or product name. COMPANY agrees that it shall not undertake any action that will interfere with or diminish MS's, MSCORPs or its supplierss rights, title, or interest in Product trademarks, nor will its use of such trademarks directly or indirectly create in or for COMPANY any right, title, or interest in such trademarks.

8. EXPORT ONLY IN ACCORDANCE WITH USA LAW
COMPANY agrees that it will not export or re-export Product to any country, person, entity, or end user in violation of export control laws and regulations of the U.S.A. COMPANY warrants and represents that neither the Bureau of Export Administration nor any other U.S.A. government agency has suspended, revoked or denied COMPANY's export privileges.

9. NO REVERSE ENGINEERING; RESERVATION OF RIGHTS
9.1 COMPANY shall not reverse engineer, decompile or disassemble the Product in whole or in part except as permitted by applicable law without the possibility of contractual waiver. COMPANY acknowledges that information on interoperability of the Product with other products is readily available.
9.2 MS reserves all rights not expressly granted herein including without limitation, modification rights, translation rights, rental rights and rights to source code.

10. MISCELLANEOUS
10.1 Nothing in this Agreement shall establish or constitute a franchise, partnership, joint venture, agency, or contract of employment between the parties.
10.2 Any Product which COMPANY distributes or licenses to or on behalf of the United States of America, its agencies and/or instrumentalities, shall be provided with RESTRICTED RIGHTS in accordance with 48 CFR 52.227-19, or as set forth in the particular department or agency regulations or rules, or particular contract which provide MS and its suppliers equivalent or greater protection.
10.3 If any provision of the Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10.4 The laws of the State of Washington, U.S.A., shall govern this Agreement and COMPANY consents to the jurisdiction of the state and federal courts sitting in the State of Washington, U.S.A.
10.5 COMPANY may only distribute Products under this Agreement (i) in a manner that protects the intellectual property rights of MS or applicable third party in the Products and (ii) in accordance with all laws and regulations of the country in or to which COMPANY distributes Product, including without limitation, laws and regulations governing content, import, export and distribution of software products and technology, and payment of all applicable duties and taxes.
10.6 The section headings used in the Agreement are intended for convenience only and shall not be deemed to supersede or modify any provisions.

11. PRODUCT SPECIFIC TERMS
11.1 If the enclosed Product is "server" operating system software (e.g., Microsoft Windows NT Server), the Computer Hardware with which Product may be distributed also includes assembled computer systems capable of supporting up to four (4) microprocessors. 
11.2 If the enclosed Product is a MS hardware Product, it has been or will be at the time of shipment certified as a Class B computing device pursuant to the rules of the U.S.A. Federal Communications Commission ("FCC Rules"). Except as expressly set forth in the preceding sentence, neither MS nor its suppliers makes any warranty or representation regarding compliance of the Product hardware with any FCC Rules or any other federal, state, or local laws or regulations, or the laws or regulations of any non-U.S. jurisdiction, relating to computing devices or products sold to the public. Without limiting the generality of the foregoing, the responsibility (if any) to test and/or to certify the Product hardware in conjunction with other equipment manufactured or sold by COMPANY shall be solely that of COMPANY.
11.3 If the enclosed Product is a multimedia/interactive media title, COMPANY shall preinstall only the executable files for the Product.

FOR MORE VALUABLE INFORMATION SEE HTTP://WWW.MICROSOFT.COM/OEM
