MICROSOFT CORPORATION DISTRIBUTION AND PREINSTALLATION AGREEMENT
(FOR MANUFACTURERS AND ASSEMBLERS OF COMPUTER HARDWARE ONLY)
(Operating System Products)

THIS IS A LEGAL AGREEMENT BETWEEN YOU ("COMPANY") AND MICROSOFT CORPORATION ("MS").  BY OPENING THE PRODUCT PACKAGE AND/OR USING THE PREINSTALLATION TOOLS INCLUDED WITH THE PRODUCT SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  THE PRODUCT ENCLOSED IN THE PACKAGE TO WHICH THIS AGREEMENT IS ATTACHED  IS LICENSED FOR DISTRIBUTION ONLY BY MANUFACTURERS AND ASSEMBLERS OF COMPUTER HARDWARE ("OEMS"), AND ANY PREINSTALLATION TOOLS INCLUDED WITH THE PRODUCT SOFTWARE ARE LICENSED FOR USE ONLY BY SUCH OEMS.  IF YOU ARE NOT AN OEM, OR IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, THEN MICROSOFT IS UNWILLING TO GRANT A LICENSE TO YOU FOR THE ENCLOSED PRODUCT AND/OR PREINSTALLATION TOOLS, AS APPLICABLE.   IN SUCH EVENT, YOU SHOULD PROMPTLY RETURN THE UNOPENED PRODUCT PACKAGE (INCLUDING ALL CONTENTS) TO THE SUPPLIER FROM WHICH YOU OBTAINED IT ("SUPPLIER") FOR A FULL REFUND.


1.  PRODUCT
1.1 "Computer Hardware" shall be defined to be either:  A) a motherboard;  B) a hard disk ; or C) an assembled computer system manufactured by or for COMPANY. If the enclosed MS product is Windows NT(r) Server or Windows NT(r) Workstation, the Computer Hardware shall be an assembled computer which includes, at a minimum, a motherboard with CPU,  hard disk drive,  power supply, and case.  

1.2 MS hereby grants COMPANY a non-exclusive right to distribute one complete unit of the enclosed MS product(s) ("Product(s)") to an end-user purchaser of COMPANY's Computer Hardware as an item included inside the Computer Hardware package, and if the Computer Hardware is an assembled computer system, one copy of the Product software preinstalled on the hard disk of such Computer Hardware.  COMPANY shall require all persons and entities in its distribution channels to comply with the foregoing restriction.  Product and Product packaging may not be modified, altered, repackaged, reassembled or supplemented in any way.

1.3 If the Computer Hardware is an assembled computer system which includes a hard disk, COMPANY shall preinstall one copy of the Product software (using one unit of the Product) on the hard disk of each unit of Computer Hardware with which COMPANY distributes the Product.  Such preinstallation shall be performed strictly in compliance with the Delivery Service Partner OEM Product Preinstallation Guide ("Preinstallation Guide") provided with the Product or made available separately through the Microsoft Delivery Service Partner program.  COMPANY may not distribute the unit of Product used to perform such preinstallations.  COMPANY shall maintain the confidentiality of the Preinstallation Guide and may not copy or distribute the Preinstallation Guide.  

1.4  COMPANY shall not advertise or otherwise market the Product(s) as separate items, but shall clearly indicate in all marketing materials that the  Product(s) are available only as an indivisible part of the Computer Hardware.  COMPANY shall not publish or otherwise disclose separate prices for the Product(s), but shall price the Computer Hardware with the Product(s) as a single indivisible unit.

1.5  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.

1.6  MS reserves all rights not expressly granted herein including without limitation, modification rights, translation rights, rental rights and rights to source code.


2.  WARRANTY
2.1 MS makes no warranty as to defects in media or materials.  Warranties with respect to media and materials,  if any, may be made by Supplier.  MS warrants to COMPANY that at the time of shipment, the MS Product will perform substantially in accordance with the Product documentation.  COMPANY's sole remedy and Supplier's sole obligation under this warranty shall be limited to, at Supplier's election, refund or replacement of the Product.  THIS WARRANTY MAY BE ASSERTED BY COMPANY ONLY AND NOT BY COMPANY'S CUSTOMERS.

2.2  SECTION 2.1 CONTAINS THE ONLY WARRANTIES MADE BY MS.  ANY AND ALL OTHER WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING THOSE FOR NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, ARE EXPRESSLY EXCLUDED.  COMPANY AGREES THAT SUPPLIER, MS OR THEIR SUPPLIERS SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, ECONOMIC OR PUNITIVE DAMAGES EVEN IF SUPPLIER, MS OR THEIR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

3.  PRODUCT SUPPORT
COMPANY shall provide qualified support service for the Product.  COMPANY's customer support service shall be at least as favorable to the end user as the terms under which COMPANY provides support for the Computer Hardware to end user.  MS may at its discretion refer all related customer service and support inquiries to COMPANY.  COMPANY's support phone number shall be conspicuously placed on the Product packaging and/or in the Computer Hardware user's manual.

4.  INTELLECTUAL PROPERTY
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 "(r)") and clearly indicate MS' 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 an MS 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' rights, title, or interest in such trademarks, nor will its use of such trademarks directly or indirectly create in or for COMPANY any right, title, or interest in such trademarks.  Upon request, COMPANY will provide MS samples of all literature and other materials prepared by COMPANY which uses any of the Product names.


5.  LIMITATION OF LIABILITY
MS shall have no liability whatsoever to COMPANY under any provision of this Agreement or any transaction contemplated by this Agreement and COMPANY hereby releases MS from any such liability.


6.  MISCELLANEOUS
6.1  Any MS hardware accompanying the Product 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, MS makes no 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.

6.2  Nothing in this Agreement shall establish or constitute a franchise, partnership, joint venture, agency, or contract of employment between the parties.

6.3  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.

6.4  Any Product which COMPANY distributes or licenses to or on behalf of the United States of America, its agencies and/or instrumentalities (the "Government"), shall be provided with RESTRICTED RIGHTS in accordance with DFAR 252.227-7013(c)1(ii), or as set forth in the particular department or agency regulations or rules, or particular contract which provide MS equivalent or greater protection.

6.5  COMPANY may not assign, sublicense, or otherwise transfer any of COMPANY's rights under this Agreement.

6.6  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.

6.7 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.
06/27/96   DSPBTS6.DOC