H.P. BUSINESS DEVELOPMENT PARTNER AGREEMENT

1.

DEFINITIONS

2.

APPOINTMENT

A.

HP appoints Business Development Partner as an authorized, non-exclusive Business Development Partner for the purchase and resale or sublicense of Products, Services and Support subject to the terms and conditions of this Agreement. HP reserves the right to sell Products, Services and Support to all HP end-user customers and Business Development Partners.

B.

HP appoints Business Development Partner to engage in Transactions, as set forth in this Agreement.

C.

The nature and scope of Business Development Partner’s authorization, including any geographic, vertical market or other restrictions, are detailed in Addenda to this Agreement. The Products, Services and Support covered by Business Development Partner ^’ s authorization, including any discounts and commitment levels, and sourcing and selling restrictions are detailed in Addenda or the Partnership Website.

D.

Business Development Partner will sell Products, Services and Support only to Customers.

E.

When acting in its capacity as an authorized Business Development Partner, Business Development Partner will purchase Products, Services and Support only directly from an HP authorized Distributor set forth on the U.S. Distributor Summary Matrix located at http://partner.americas.hp.com, unless otherwise agreed to in an Addendum.

F.

When acting in its capacity as an authorized Business Development Partner reselling Products, Business Development Partner shall ensure that its employees complete any training courses and/or certification designated by HP for each authorized location. Only Business Development Partner’s full time employees are eligible for HP certification. Business Development Partner’s contract and part-time employees shall not be eligible for certification. Training requirements for Products are defined on the Partnership Website.

G.

Business Development Partner accepts appointment on these terms and conditions.

3.

STATUS CHANGE

A.

If Business Development Partner wishes to:

1.

Change its name;

2.

Add, close or change an HP-approved Ship-To, delivery or other HP-authorized location; or

3.

Undergo a merger, acquisition, consolidation or other reorganization with the result that any entity controls twenty percent (20%) or more of Business Development Partner’s capital stock or assets after such transaction, or assumes management of Business Development Partner operations; then Business Development Partner will notify HP in writing within five (5) business days prior to the intended date of change, or the earliest date Business Development Partner is legally permitted to provide such information. In no event shall such notice be given more than five (5) days after the change has occurred. Each event referenced in this Section 3(A) shall be defined as a “Status Change”. HP reserves the right to terminate this Agreement for cause if Business Development Partner fails to notify HP as set forth herein of a Status Change.

B.

HP will promptly notify Business Development Partner of its consent to the continuation of Business Development Partner’s authorization following such a change in status, provided that HP may terminate this Agreement immediately upon notice in the event HP does not consent to such change. Pending HP’s notification, HP will have no obligation to perform under this Agreement.

4.

RELATIONSHIP

A.

Business Development Partner and HP are independent contractors for purposes of this Agreement. This Agreement does not establish a franchise, joint venture or partnership, or create any relationship of employer and employee, master and servant, or principal and agent between the parties.

B.

Neither party will have, nor represent that it has, any power, right, or authority to bind the other party, or to assume or create any obligation or responsibility, express or implied, on behalf of the other party without such other party’s express written consent. Business Development Partner acknowledges that any commitment made by Business Development Partner to its Customers with respect to price, quantities, delivery, specifications, warranties, modifications, interfacing capability or suitability will be Business Development Partner’s sole responsibility, and Business Development Partner will indemnify HP from liability for any such commitment by Business Development Partner.

C.

Each Party shall control the means, manner and method of its performance. Neither Party shall either exercise or have the right to exercise any control, supervision or oversight of the other Party’s performance.

D.

HP may market Third Party Products, including Third Party Products in competition with Products, without making those Third Party Products available to Business Development Partner. HP reserves the right to resell Products, Services and Support, and Third Party Products directly to Customers without relying on Business Development Partner. Each Party reserves the right to market, promote and resell products and services in competition with the other Party.

E.

HP will not be deemed a party to any agreement between Business Development Partner and any subsequent purchaser or licensee.

F.

Immediately upon notification from HP to Business Development Partner, the Business Development Partner shall change or cease representations or business practices pertaining to this relationship found to be misleading or deceptive by HP.

G.

Business Development Partner shall conduct all activities relating to its business with HP in accordance with the highest standards of ethics and fairness as well as in compliance with all applicable United States and State laws and regulations.

H.

Neither Party shall be responsible for failure or delay in performance due to circumstances beyond its reasonable control, such as labor disputes, natural disasters, shortage of or inability to obtain labor, energy, and materials, war, riot, embargo, fire, or any other act or condition beyond the reasonable control of the non-performing Party. Notwithstanding the foregoing, nothing shall relieve Business Development Partner from any payment obligations under this Agreement.

I.

Neither Party shall issue any press release concerning this Agreement without the prior written consent of the other Party as to form, content, and timing of the press release.

J.

Notwithstanding any other provisions of this Agreement, HP may elect at any time during the term of this Agreement to announce new Products to which the terms and conditions of this Agreement may not apply.

K.

Prior to entering into this Agreement, Business Development Partner must inform HP if it at any time in the past previously executed a reseller or distributor agreement with HP or, prior to the merger of HP and Compaq Computer Corporation, with Compaq, and was de-authorized under such agreement.

5.

SOURCING AND SELLING

A.

Business Development Partner may purchase Products or Services for resale purposes only from HP authorized Distributors set forth on the U.S. Distributor Summary Matrix located at http://partner.americas.hp.com, or as permitted in any addenda agreed to by HP and Business Development Partner. Business Development Partner may purchase Products or Services for resale purposes directly from HP, provided that Business Development Partner: (i) meets the revenue requirements set forth on the Partnership Website; or (ii) executes an Addendum that sets forth a direct purchase relationship. Business Development Partner may not purchase Products or Services for resale purposes from Other Business Development Partners and/or any unauthorized sources.

B.

Business Development Partner may resell Products, Services and Support only to Customers.

C.

Business Development Partner may not resell Products to any division or subsidiary of the Business Development Partner’s corporate parent.

D.

Business Development Partner may purchase and resell Open and Controlled Products. Business Development Partner may purchase and resell Enterprise Servers and Storage Products only if Business Development Partner has successfully completed any HP designated criteria for purchasing and reselling Enterprise Servers and Storage Products as permitted in any addenda agreed to by HP and Business Development Partner.

E.

Business Development Partner may resell Products over the internet, provided that Business Development Partner:

1.

implements policies supporting Customer satisfaction as a primary concern;

2.

provides Customer support including, but not limited to, the following activities:

a.

maintaining a toll-free support telephone number during regular posted hours of operation;

b.

providing pre-sales support;

c.

providing accurate detailed Product specification information on Partnership Website;

d.

providing front line technical support; and

e.

posting clear policy/procedures on Partnership Website.

3.

sells packaged services for ongoing Customer support (i.e. HP Care Pack services);

4.

primarily sells new Products and clearly identifies used or Refurbished Products and state such used or Refurbished Products are not warranted by HP;

5.

does not sell Products, Services, or Support via an Auction;

6.

acknowledges by accepting the terms and conditions of this Agreement that selling over the internet will be granted for a specific domain name. Business Development Partner is authorized to sell via a URL that matches the Business Development Partner’s HP authorized d/b/a name. New or additional domain names require HP approval prior to Business Development Partner’s posting of HP Products; and

7.

complies with the terms and conditions of this subsection 5(D). Business Development Partner’s failure to comply with the terms and conditions of this subsection 5(D) may result in termination of this Agreement or loss of marketing program eligibility or benefits for ninety (90) days.

F.

If Business Development sells Refurbished Products, Business Development Partner shall:

1.

not remove any HP warranty information or labels identifying Refurbished Products as used or refurbished from cartons, packaging, and invoices;

2.

market and advertise Refurbished Products only as used or refurbished; and

3.

notify Customer prior to purchase if any Refurbished Products being purchased have a limited warranty.

G.

HP reserves the right to restrict at any time the permissible sources from which Business Development Partner may purchase Products, Services or Support.

6.

INTERNATIONAL

A.

Business Development Partner shall not export for sale or resell (and shall ensure that contracts with any purchasers of Products prevent the export for sale or resale of) Products to or import into any country outside the United States. Business Development Partner shall not directly or indirectly sell Products within the United States if Business Development Partner knows or has reasons to believe that the purchaser or any third party will export for sale or resell Products to or import into any country outside the United States.

B.

Business Development Partner shall not remove (and shall ensure that contracts with any purchasers of Products prevent the removal of) any notices that may appear on the Products’ packaging restricting sale of Products outside the United States.

7.

RESALES TO U.S. GOVERNMENT

A.

Business Development Partner shall not issue Letters of Supply, guarantee the supply, or resell, supply, or provide persons or entities with Product, Support or Services for resale under a General Services Administration (“GSA”) contract without HP’s prior written approval.

B.

Business Development Partner shall not list Product, Support or Services on GSA schedules or contracts without HP’s prior written approval.

C.

If Business Development Partner desires to sell Products to Public Sector Customers, then Business Development Partner must comply with any additional requirements posted on the Partnership Website that relate to such sales.

8.

PRICES AND DISCOUNTS

A.

Net Price includes shipping and handling charges, unless otherwise quoted by HP. HP will charge Business Development Partner for any special packing or shipping instructions requested by Business Development Partner and agreed to by HP.

B.

HP reserves the right to change prices and discounts at anytime with reasonable prior notice to Business Development Partner. If Business Development Partner is unsure of the List Price to use in calculating the Net Price, then the Business Development Partner should refer to the Partnership Website or contact its HP sales representative or relationship manager.

C.

Prices are exclusive of, and Business Development Partner will pay, applicable sales, use, consumption, goods and services, value added or like taxes, unless Business Development Partner has provided HP with an appropriate exemption certificate for the Delivery jurisdiction, or HP agrees the transaction is otherwise exempt.

D.

List prices are suggested prices for resale to End User customers and a basis for calculating Net Business Development Partner Price. Business Development Partner has the right to determine its own resale prices, and no HP representative will require that any particular minimum resale price be charged by Business Development Partner to Customer or grant or withhold any benefits to Business Development Partner based on Business Development Partner’s resale pricing policies. Business Development Partner agrees that it will promptly report any effort by HP personnel to interfere with its pricing policies directly to an HP officer or senior sales manager.

E.

Upon request from Business Development Partner, HP may at its discretion, grant special pricing for particular Customer Transactions. HP may retract or amend the special pricing at any time before acceptance of the purchase order by HP. HP may extend the pricing on an exclusive or non-exclusive basis and may condition the special pricing on a pass-through to End User of all or part of incremental discount extended by HP to Business Development Partner.

F.

HP may, from time to time, offer Business Development Partner certain Products, Services and Support on special promotional terms and conditions. Such offerings may not be combined with other HP program(s) or promotion(s) and may be subject to pricing or discounts different from those provided for in this Agreement. In some cases, such offerings may not, be counted towards Business Development Partner’s volume or other commitments, and may not be eligible for other standard benefits, including but not limited to promotional allowance funds, price protection or stock protection adjustments. Except as specifically altered by HP in a promotional offering under this section, all other terms and conditions will remain unaltered.

9.

ORDERS AND DELIVERY

A.

HP may, at its sole discretion and for any reason, reject a Business Development Partner’s purchase order.

B.

HP will honor written orders from Business Development Partner unless other methods are agreed upon in writing. Business Development Partner ^’ s orders must reference this Agreement and must comply with the minimum order, release, destination (“Ship To” address) and other requirements specified in any Addenda to this Agreement, or as set forth on Partnership Website. Orders must also specify Delivery dates within periods specified on the Partnership Website.

C.

All Business Development Partner’s sales, advertising and promotional activities for Products must be conducted from selling locations identified on the Approved Location list and approved by HP (“Approved Selling Locations”). No sales, advertisement or promotion of Products may be conducted from Approved Locations that are not also Approved Selling Locations.

D.

HP shall ship Products under HP’s standard shipment terms and conditions. Unless HP offers to ship Products directly to Business Development Partner’s Customer sites, HP shall ship Products to Business Development Partner’s shipment locations identified on the Approved Location list and approved by HP (“Approved Shipment Locations”). Approved Shipment Locations may be the same as Approved Selling Locations.

E.

Business Development Partner will issue orders from Approved Locations within its organization and will specify HP authorized Ship- To addresses, unless otherwise agreed upon by the Parties. Business Development Partner is responsible for ensuring that only authorized employees place, change or delete orders and that the orders conform to all requirements of this Agreement.

F.

All orders are subject to acceptance by HP.

G.

Delivery by HP is subject to Product and Services availability at the time Business Development Partner’s order is received. HP will make commercially reasonable efforts to meet delivery dates quoted or acknowledged. If Products are in short supply, quantity restrictions may apply and HP will allocate Products at HP’s discretion. If HP is unable to meet Business Development Partner’s delivery requirements, the Parties may agree to alternative arrangements. In the absence of such agreement, Business Development Partner’s sole remedy is to cancel the order.

H.

HP will ship according to HP’s standard commercial practice. Title to Products and risk of loss or damage for any Product will pass from HP to Business Development Partner at Ship-To address, provided Products are shipped via HP’s carrier. Shipping and handling charges will be listed separately on HP’s invoice when not included in the Product’s purchase price. If Business Development Partner requested special packing or shipping instructions are agreed to by HP, charges will be billed separately to Business Development Partner, and title, and risk of loss or damage will pass to Business Development Partner on delivery to Business Development Partner’s carrier or designate.

I.

Transactions may be conducted through EDI or other electronic methods, as agreed.

10.

PAYMENT

A.

Business Development Partner shall pay any HP invoices within thirty (30) days from the date of HP’s invoice. For credit reasons, or when Business Development Partner’s financial condition or relationship with HP so warrants, HP reserves the right to require payment in advance or other payment terms with respect to any new or unshipped orders.

B.

Invoices for contractual support services and maintenance will be issued in advance of the Support period.

C.

HP may discontinue performance under this Agreement or any other agreement between HP and Business Development Partner if Business Development Partner fails to pay any sum when due to HP or fails to perform under this or any other Agreement and has not cured such performance failure within ten (10) days written notice from HP.

D.

Any Business Development Partner claim for adjustment of an HP invoice is deemed to be waived if Business Development Partner fails to present such claim within ninety (90) days from the date of the HP invoice. No claims, credits, or offsets may be deducted from any HP invoice.

E.

Payments for claims in support of program or other events that are later determined by HP to be invalid, erroneous, or non-compliant through an audit will be re-invoiced to Business Development Partner within thirty (30) days of such determination.

F.

Business Development Partner grants and HP reserves a purchase money security interest in each Product purchased under this Agreement and in any proceeds derived from the resale, lease, or transfer of such Products to secure the full amount of the purchase price at which Business Development Partner purchased such Products from HP. Promptly upon request by HP, Business Development Partner shall sign any document HP reasonably deems necessary to perfect such security interest. Payment in full of the purchase price of a Product purchased shall release the security interest in such Product.

G.

HP shall have the right to set off or apply any and all amounts owed by Business Development Partner, its subsidiaries and affiliates, against any and all amounts owed or which may subsequently be owed by HP to Business Development Partner, its affiliates, subsidiaries, or their successor in interest. Business Development Partner shall not have such rights.

11.

WARRANTY

A.

WARRANTY STATEMENTS APPLICABLE TO HARDWARE AND SOFTWARE

1.

HP warrants Hardware against defects in materials and workmanship. HP further warrants that Hardware conforms to Specifications in effect on the date HP ships the Products.

2.

HP warrants Software branded by HP with an HP trademark (“HP Branded”) and Firmware Products, which are designated by HP for use with Hardware and are properly installed on that Hardware, against failures to execute their programming instructions due to defects in materials and workmanship when properly installed and used on the Device designated by HP.

3.

HP warrants that HP Branded Software shall substantially conform to Specifications. HP does not warrant that HP Branded Software shall operate in hardware and software combinations selected by Business Development Partners, Customers or third parties, or meet requirements specified by Business Development Partners, Customers or, third parties, or that the operation of Products shall be uninterrupted or error free.

4.

Peripherals, accessories and interfaces receive the same warranties as the systems to which they are connected when:

a.

Products are purchased with the system on a coordinated delivery and are included in the system configuration; or

b.

Products are purchased as add-ons to an existing system that are part of a Service that includes add-on Products.

5.

HP may provide Product-specific warranties. Materials or documents setting forth Product warranty terms, conditions, exceptions, exclusions and disclaimers are set forth at the Partnership Website or are contained within the Product packaging upon Product shipment to Business Development Partner. If Product-specific warranties are not contained in the Product packaging, it is Business Development Partner’s responsibility to provide Customer with a copy of all applicable Product-specific warranties. Any HP revisions to such warranties shall be effective on the date specified by HP in any written communication sent to Business Development Partner. Such warranties shall take precedence over any conflicting terms contained in this section.

6.

The above warranties do not apply to defects resulting from improper or inadequate maintenance or calibration by Business Development Partner or Customer; non-HP supplied Software, interfacing or supplies; unauthorized modification; improper use or operation outside of the specifications for the Product; abuse, negligence, accident, loss or damage in transit; improper site preparation; or unauthorized maintenance or repair, and may be limited for Refurbished Products.

7.

HP shall not warrant that any Products HP sells to Business Development Partner that are not branded by HP are free from defects in materials and workmanship, even if the Products that are not branded by HP are sold as part of a Service.

B.

WARRANTIES APPLICABLE TO SERVICES

1.

HP warrants that HP Branded Services will be provided in a professional and workmanlike manner. HP will replace, at no charge, any Product parts and Software media that are part of an HP Branded Service, which are defective and returned to HP within ninety (90) days of delivery.

2.

During the Software warranty period, HP warrants that HP Branded Software updates will not fail to execute their programming instructions due to defects in materials and workmanship when properly installed and used on the Hardware designated by HP.

3.

The above warranties do not apply to defects resulting from improper or inadequate maintenance or calibration by Business Development Partner or Customer; non-HP supplied Software, interfacing or supplies; unauthorized modification; improper use or operation outside of the specifications for the Product; abuse, negligence, accident, loss or damage in transit; improper site preparation; or unauthorized maintenance or repair.

C.

WARRANTY PERIODS AND PASS THROUGH PROCESSES

1.

WARRANTY PERIODS. Product warranty period and additional information is available in the Product specific warranty materials packaged with Product, on quotations, or upon request to HP. If Business Development Partner does not pass through its HP warranty to its Customers, the warranty period begins on the date of Product receipt by Customer, or the date of Product installation if installed by HP. If Business Development Partner’s Customer chooses to schedule or delays HP installation by more than thirty (30) days after receipt, the warranty period begins on the thirty-first (31 ^st ) day after Product receipt by Customer.

2.

PASS THROUGH PROCESSES. Except as expressly provided in this Agreement, Business Development Partner may pass through the warranties provided under this Agreement to Other Business Development Partners or to their Customers, so long as HP’s obligation is:

a.

not greater than the warranty coverage for defective Products as set forth in this Warranty Section; and

b.

not greater than the limitations of remedies and liability set forth in the Limitation of Remedies and Liability Section 18 of this Agreement.

3.

PASS THROUGH WARRANTY PERIODS. Where Business Development Partner uses the pass through processes described above, Products ordered by Business Development Partner from HP and temporarily retained in inventory are warranted beginning with the shipment date from HP and ending with shipment to the Customer, for a period not to exceed ninety (90) days from date of original purchase from HP by Business Development Partner. “User Warranties” apply only to End User purchasers of Products. Customer warranties begin upon Product purchase by the Customer and must be verified by proof of acquisition by such Customer.

D.

REMEDIES

E.

WARRANTY EXCEPTIONS

1.

Except as otherwise noted in this Section 11, HP does not warrant that the operation of Products shall be uninterrupted or error free.

2.

Some newly manufactured Products may contain, and in supporting such Products HP may use, remanufactured parts that are equivalent to new in performance.

F.

WARRANTY EXCLUSIONS

1.

The warranties provided in this Section 11 shall not apply to defects resulting from abuse, misuse, negligence, accident, loss or damage in transit, or any other Products warranty exclusion set forth in warranty materials or documentation, or from attempted repair by an unauthorized technician. Business Development Partner shall reimburse HP for all freight expenses incurred by HP as a result of returning Products that are determined by HP to be (1) free from defect or (2) defective as a result of abuse, misuse, negligence, accident, loss or damage in transit. Such Products shall be shipped back to Business Development Partner, and Business Development Partner shall be responsible for associated freight charges. If Products are returned to Business Development Partner, title to the Products and risk of loss shall pass to Business Development Partner at the time HP delivers Products to HP’s first designated carrier.

3.

The warranties provided in this Section 11 shall apply only to those Products and Support that are branded by HP with an HP trademark (“HP Branded”). HP does not warrant any third party Products or Support even if included with other HP Branded Products. Furthermore, HP provides all such third party Products and Support AS IS. However, the original manufacturers or suppliers may provide their own warranties as specified in the documentation accompanying such third party Products and Support.

G.

WARRANTY DISCLAIMERS

12.

INSTALLATION AND SUPPORT

A.

Business Development Partner will provide Customers with access to information regarding HP designated support programs or other HP approved support plans to assist Customers in obtaining warranty repair for Products. Unless Business Development Partner participates in the Authorized Service Provider Program, nothing in this Agreement permits Business Development Partner to perform HP warranty repair on defective HP Product, even if Business Development Partner originally sold the HP Product.

B.

If Business Development Partner purchases an HP System and chooses to resell individual components of that system to Customer who is purchasing an add-on to an HP System, it is the responsibility of Business Development Partner to provide the installation services to Customer at Business Development Partner’s expense. HP may agree, but is not obligated, to perform installation services at an additional charge.

13.

SOFTWARE LICENSE AND DISTRIBUTION RIGHTS

A.

In return for a fee or fees designated by HP for Use of Software (“License Fee”), HP grants Business Development Partner a non-exclusive non-transferable license to distribute Software to Customer for Customer’s Use. In situations regarding Open VMS Software or the sub-licensing of Software, such license shall incorporate the terms defined below into a written agreement, which shall be made available to HP upon request:

1.

the terms set forth herein;

2.

Use restrictions and authorizations for the Software specified by HP in its quotation, invoice or terms that accompany the Software; and

3.

HP’s third party suppliers’ terms that accompany the Software.

B.

Software is owned and copyrighted by HP or by third party suppliers. Business Development Partner’s Software License confers no title or ownership and is not a sale of any rights in the Software, or the media on which it is recorded or printed. Third party suppliers may protect their rights in the Software in the event of any infringement.

C.

Unless otherwise permitted by HP, the End User may only make copies or adaptations of the Software for archival purposes, to replace a defective copy, for program error verification or when copying or adaptation is an essential step in the authorized Use of the Software on a backup Device, provided that copies and adaptations shall be used in no other manner and provided further that the Use on the backup Device is discontinued when the original or replacement Device becomes operable.

D.

Business Development Partner shall reproduce all copyright notices in or on the original Software on all permitted copies or adaptations. Business Development Partner will not remove, omit or alter any label or copyright on or in the original Software. Business Development Partner may not copy the Software onto any public or distributed network.

E.

Bundled Software or Firmware provided to End Users may only be used when operating the associated Device in configurations as sold or subsequently upgraded by HP or Business Development Partner. End Users may transfer Firmware only upon transfer of the associated Device.

F.

Updates, upgrades or other enhancements may be available under HP Support agreements. HP reserves the right to require additional licenses and fees for Use of the Software on upgraded Devices.

G.

Business Development Partner shall not modify, disassemble or decompile the Software without HP’s prior written consent. Where Business Development Partner has other rights under statute, Business Development Partner shall provide HP with reasonably detailed information regarding any intended disassembly or decompilation. Business Development Partner shall not decrypt the Software unless necessary for legitimate use of the Software.

H.

End User’s Software License is transferable subject to HP’s prior written authorization and payment to HP of any applicable fees. Upon transfer of the Software License, End User shall immediately deliver all copies of the Software to the transferee. The transferee must agree in writing to the terms of Business Development Partner’s Software License terms. All Software License terms shall be binding on involuntary transferees, notice of which is hereby given. End User’s license shall automatically terminate upon transfer.

I.

Unless otherwise specified, all Software Licenses will be perpetual unless terminated or transferred in accordance with this Section 13(1). HP may terminate Business Development Partner’s or any transferee’s or sublicensee’s Software License upon notice for failure to comply with any applicable Software License terms. Immediately upon termination, the Software and all copies of the Software shall be destroyed or returned to HP. Copies of the Software that are merged into adaptations, except for individual pieces of data in Business Development Partner’s or transferee’s or sublicensee’s data base, shall be removed and destroyed or returned to HP. With HP’s written consent, one (1) copy of the Software may be retained subsequent to termination for archival purposes.

J.

If the Software is licensed for use in the performance of a U.S. government prime contract or subcontract, Business Development Partner agrees that Software is delivered as “Commercial computer software” as defined in DFARS 252.227-7014 (Jun 1995) or as a “commercial item” as defined in FAR 2.101(a), or as “Restricted computer software ^” as defined in FAR 52.227-19 (Jun 1987) or any equivalent agency regulation or contract clause, whichever is applicable. Business Development Partner further agrees that the Software has been developed entirely at private expense.

K.

Business Microsoft License Grant Limitation

1.

Business Development Partner will deliver to its Customers and/or resellers, as applicable, the Microsoft Certificate of Authenticity (“COA ^” ) and Associated Product Materials (“APM”) together with each HP Branded Products, in HP’s packaging, and will not quote a separate price for the Microsoft operating system, the Microsoft application software or both. APM means material associated with the Microsoft operating system software or application software or both that accompanies the HP Branded Products in HP’s packaging, including without limitation the end user manual, recovery media, and external media.

2.

Business Development Partner acknowledges and agrees that if Customer and/or reseller does not comply with Section 1, Microsoft may notify HP that it must discontinue distribution to such Customer and/or reseller of the HP Branded Products. HP will discontinue distribution to Business Development Partner promptly following receipt of such notice. Under no circumstances will HP’s failure to deliver HP Branded Products ordered by Customer and/or reseller following receipt of such notice constitute a breach of this Agreement.

3.

Business Development Partner agrees to provide reasonable assistance to HP in any investigation of an incident where a Customer and/or reseller or any party within Customer ^’ s and/or reseller’s distribution channels delivers the COA and APM separate from HP Branded Products or quotes a separate price for the Microsoft operating system, the Microsoft application software, or both.

14.

MARKS

A.

HP may authorize Business Development Partner to display one or more designated HP name, symbols, trademarks, logotypes, trade names, and insignia. Unless provided otherwise to Business Development Partner by HP, HP Marks that can be displayed by Business Development Partner can be found at the Partnership Website. Business Development Partner shall display the HP Marks solely to promote Products, Services and Support.

B.

Business Development Partner shall not use any HP Marks in a manner implying Business Development Partner is or may be a branch or entity of HP. Business Development Partner shall promptly discontinue such use of a HP Mark upon HP’s request.

C.

HP authorizes Business Development Partner, in describing its relationship with HP, to identify itself as an HP Business Development Partner for only those Products, Services, and Support activities this Agreement permits Business Development Partner to purchase and resell or provide.

D.

Displays of HP Marks shall be in good taste and in a manner that preserves their value as HP Marks. Use of HP Marks shall be at all times subject to any HP standards, policies and guidelines that may be set forth at the Partnership Website. All rights or purported rights in HP Marks acquired through Business Development Partner’s use belong solely to HP. HP reserves all rights under law or in equity for misuse of HP Marks.

E.

HP reserves the right to require Business Development Partner to suspend its use of any HP Marks immediately, without prior notice.

F.

Business Development Partner grants HP the non-exclusive, royalty-free right to display Business Development Partner’s marks in advertising and promotional material. HP shall display Business Development Partner’s marks in good taste, in a manner that preserves their value as Business Development Partner ^’ s marks, and in accordance with any standards provided by Business Development Partner for their display. Any rights or purported rights in Business Development Partner marks acquired through HP’s use belong solely to Business Development Partner.

G.

Business Development Partner shall not register or use any internet domain name which contains HP ^’ s Marks, e.g., “HP”, “hp ^” , or “Hewlett-Packard”, in whole or in part or any other name which is confusingly similar thereto.

15.

INTELLECTUAL PROPERTY PROTECTION

A.

Neither Party shall gain by virtue of this Agreement any rights of ownership of copyrights, patents, trade secrets, trademarks or any other intellectual property rights owned by the other.

B.

HP copyrighted material and Software shall not be duplicated by Business Development Partner, except for archive purposes, to replace a defective copy, for program error verification. Business Development Partner has a limited right to copy marketing and sales documentation provided by HP relating to Services in order to promote Business Development Partner’s service offering.

C.

HP will defend or settle any claim against Business Development Partner (or Customer and third parties to whom Business Development Partner is authorized by HP to resell or sublicense), that HP Branded Products, Services or Support (excluding Custom Products and Custom Support notwithstanding pre-written Statements of Work regarding Support), delivered under this Agreement that alone and not in combination with any other product constitutes an infringement of any third party United States patent, copyright, trade secret, mask work or trademark, provided that Business Development Partner:

1.

promptly notifies HP in writing;

2.

cooperates with HP in, and grants HP sole control of, the defense or settlement; and

3.

sold Products, or sold or performed Services or Support in complete compliance with this Agreement.

D.

HP may either (1) procure for Business Development Partner and its Customers the right to continued sale or use, as appropriate, of the Products or (2) modify or replace the Products. If a court enjoins the sale or use of the Products and HP determines that none of the alternatives specified above is reasonably available, or in the case of a settlement agreement which binds HP, HP shall have the option to replace the Products with non-infringing Products or modify the Products at HP’s expense so it becomes non-infringing, or repurchase the Products from Business Development Partner at Net Price and, if applicable, less any depreciation calculated on a five (5) year straight line basis.

E.

HP shall have no obligation to Business Development Partner for any claim of infringement arising from:

1.

HP’s compliance with designs, specifications or instructions provided by Distributor, Business Development Partner, Customers, or third-party;

2.

HP’s use of technical information or technology provided by Distributor, Business Development Partner, Customers, or third-party;

3.

modification of the Products by Distributor, Business Development Partner, Customers, or third party;

4.

use of the Products in a manner not specified by HP; or

5.

use of the Products with products that are not HP Branded Products.

F.

THIS SECTION 15 STATES HP’s ENTIRE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT BY PRODUCTS FURNISHED UNDER THIS AGREEMENT.

16.

BUSINESS DEVELOPMENT PARTNER’S INDEMNIFICATION OBLIGATIONS

17.

CONFIDENTIALITY

A.

If Confidential Information is exchanged by the Parties, each Party shall protect the Confidential Information of the other in the same manner in which it protects its own like proprietary, confidential, and trade secret information, but no less than a reasonable degree of care. If the Party claiming the benefit of this Section 17 furnishes Confidential Information in writing to the other Party and marks such information “Confidential” or if such information is provided orally and the transmitting party (“Discloser”) confirms to the receiving party (“Recipient”) in writing within thirty (30) days of communication that the information is confidential, then such information shall remain confidential for three (3) years after the date of the disclosure. All such information is deemed “Confidential Information.”

B.

As used herein, the term “Confidential Information” shall include, without limitation, all information designated by either party as confidential pursuant to Section 17 (A), all information or data concerning or related to Products (including the discovery, invention, research, improvement, development, manufacture, or sales thereof), processes, passwords or general business operations including sales costs, profits, pricing methods, formal contractual communications, Sales-Out information, lists of Other Business Development Partners, organization and employee lists), and any information obtained through access to any systems (including computers, networks, websites, voice mail, etc.) which, if not otherwise described above, is of such nature that a reasonable person would believe it to be confidential. Such information shall be deemed Confidential Information subject to the provisions of this Agreement.

C.

This section shall impose no obligation upon a Recipient with respect to Confidential Information which (a) was in the Recipient’s possession before the Disclosure; (b) is or becomes a matter of public knowledge through no fault of the Recipient’s (c) is rightfully received by Recipient from a third party without a duty of confidentiality; (d) is disclosed by the Discloser to a third party without a duty of confidentiality on the third party; (e) is independently developed or learned by the Recipient; (f) is disclosed under operation of law; or (g) is disclosed by the Recipient with the Discloser’s prior written approval. No such information is deemed to be Confidential Information.

D.

Business Development Partner will not publicize or disclose to any third party the contents of this Agreement without prior written consent from HP.

E.

If personal data for employees or customer employees of either HP or Business Development Partner is disclosed to either party, each party agrees to comply with the applicable data protection laws when collecting, storing, transferring, sharing and/or otherwise processing such personal data. Unless expressly agreed otherwise, any personal data disclosed may only be used in accordance with the then-current HP privacy policy available on the Partnership Website.

18.

LIMITATION OF LIABILITY AND REMEDIES

A.

Products, Services and Support are not specifically designed, manufactured or intended as parts, components or assemblies for the planning, construction, maintenance, or direct operation of a nuclear facility. Business Development Partner shall provide Customer purchasing Product(s), Support and Service(s) through Business Development Partner, notice of such restrictions. Should Business Development Partner tail to provide such notice or resell Product(s), Support and/or Service(s) knowing they will be used for nuclear applications, Business Development Partner shall be solely liable and shall hold HP harmless from all costs, fees, expenses and liability arising therefrom.

B.

Business Development Partner is solely responsible for all maintenance Services that Business Development Partner performs. HP is not liable for any damage to Products repaired by Business Development Partner, whether in or out of warranty. In addition, HP is not responsible for the quality or punctuality of repairs made by Business Development Partner.

C.

HP will not be liable for performance delays or for non-performance due to causes beyond its reasonable control. HP will not be liable for any damages in connection with HP’s furnishing of or Business Development Partner’s use of HP information.

D.

To the extent that a court of competent jurisdiction determines a Product purchased by Business Development Partner is defective and has directly caused property damage, bodily injury or death, HP’s liability shall be limited to:

1.

payments described in Sections 11(D), 15C), or 15(F);

2.

damages for bodily injury or death;

3.

direct damages to tangible property up to a limit of U.S. one million dollars ($1,000,000);

4.

other actual damages for a claim arising from a material breach of Support services, up to a maximum of twelve (12) months of the related Support charges paid by Business Development Partner during the period of material breach; and

5.

other direct damages for any claim based on a material breach of any other term of this Agreement up to a limit of U.S. one million dollars ($1,000,000) or the amount paid to HP for the associated Product, Support or Service, whichever is less.

E.

Notwithstanding Section 18(D) above, in no event shall HP or its subsidiaries, affiliates, subcontractors or suppliers be liable for any of the following:

1.

actual loss or direct damage that is not listed in Section 18D herein;

2.

damages for loss of data or software and data or software restoration;

3.

damages arising from Business Development Partner’s, Customer’s or Customer’s procurement of substitute products or services (i.e., “cost of cover”); or

4.

incidental, special or consequential damages (including downtime costs or lost profits but excluding payments described in Section 17 above and damages for bodily injury).

F.

HP reserves the right to change the design or Specifications of Product(s); add or delete Products, Support and Service(s) without prior notice to Business Development Partner; and change list price of Products, Support and Services. Business Development Partner shall be responsible for modification(s) it makes to Product(s), Support and Service(s)or for commitment(s) made with respect to special interfacing, compatibility or suitability of Product(s), Support and Service(s) for specific applications. In the event Business Development Partner’s modifications have an adverse effect on Product support, marketing and technical specifications as determined by HP in its sole discretion, HP may require Business Development Partner to cease making such modifications and notify HP in writing within ten (10) days of notice from HP, Customers purchasing the modified Product(s), Support and Service(s) to advise them of HP’s concerns. Business Development Partner shall defend and indemnify HP’s costs, expenses, damages and fees incurred by HP by reason of such unauthorized modification.

G.

Business Development Partner shall, in the event of a Product safety notification or operational correction notification from HP, notify Customers who purchased the impacted Product(s). Such notification may include providing reports for Customers listing resources for information, advertising in various publications, etc. The notification shall be in writing and sent to Customers within five (5) days of receipt of notice from HP.

H.

THE REMEDIES IN THE CONTRACT SHALL BE BUSINESS DEVELOPMENT PARTNER’S SOLE AND EXCLUSIVE REMEDIES.

I.

IN NO EVENT SHALL HP BE LIABLE FOR LOSS OF DATA, OR FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, OR FOR ANY OTHER OR PUNITIVE DAMAGES INCURRED BY BUSINESS DEVELOPMENT PARTNER WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

19.

COMPLIANCE, RECORD KEEPING AND AUDIT

A.

Unless otherwise prohibited by local law, for purposes such as Product safety notification, operational problem correction and contract compliance (including compliance with HP’s marketing and sales programs), Business Development Partner shall maintain Records for a period of no less than four (4) years from the date of sale or purchase of all Products.

B.

In the event HP offers drop-ship services, Business Development Partner shall provide the same information pertaining to the Customer as listed in this Section 19.

C.

At HP’s discretion and upon reasonable notice to Business Development Partner, HP and/or HP’s designate shall be given prompt access during normal business hours, either on-site or through other means, including but not limited to electronic data extracts, specified by HP, to Business Development Partner’s Records, inventory records and other books and records of account pertaining to Products and HP marketing or sales programs which are necessary, in HP’s sole discretion, to verify and audit Business Development Partner’s compliance with this Agreement or the terms and conditions of HP’s marketing or sales programs or Business Development Partner’s Product inventory, if applicable. If HP authorizes a representative to conduct an audit of Business Development Partner’s Records, such representative shall have the same powers and entitlements as HP, but shall further be entitled to inspect and make copies of Records that incorporate information that relates, both, to the Business Development Partner’s obligations under this Agreement and any other agreement provided that such representative and Business Development Partner shall, upon Business Development Partner’s request, enter into a confidentiality agreement in the form set forth in Section 17 herein. If, at the time Business Development Partner signs this Agreement, it requests HP to do so, HP shall use the nationally prominent accounting or investigative services company of HP’s choice to conduct such audit. HP’s right to audit under this Section 19 survives the termination or expiration of this Agreement for one (1) year beyond the date of termination or expiration. HP’s right to audit hereunder shall include HP’s right to audit Business Development Partner’s Records for the period commencing four (4) years prior to the date of such audit.

D.

If Business Development Partner fails to comply with the record keeping and access requirements in Sections 19.A. and C. above or is found responsible for any program violations or breaches of this Agreement as a result of an audit, HP may terminate this Agreement and Business Development Partner will be considered to be in breach of this Agreement subject to the terms of Section 25.C. below. If HP conducts an audit and Business Development Partner is in compliance with all requirements of this Agreement and any applicable programs, all audit expenses will be the responsibility of HP. If HP conducts the audit and determines, in its sole discretion, that Business Development Partner is not in compliance with this Agreement and any applicable programs, Business Development Partner agrees to pay all of HP’s costs and fees, in connection with the audit.

E.

HP may debit Business Development Partner for all improperly claimed discounts, rebates, promotional allowances or other amounts determined as a result of HP’s audit. The debit will occur within sixty (60) days of the audit being completed and the findings communicated to Business Development Partner. HP will use the industry standard FIFO operating process to evaluate Business

F.

In addition to any and all other remedies available to HP, HP may recover all costs incurred with compliance verification procedures from Business Development Partner or promotional funds, rebate funds or other HP accrued funds due Business Development Partner.

G.

From time to time HP may send to Business Development Partner a list of serial numbers of designated Products. Business Development Partner shall identify from which supplier it purchased each serial number, to which Customer each serial number was delivered, and if special pricing was offered on a pass-through basis, provide HP with a copy of the invoice, delivery confirmation and payment information supporting such sale. Business Development Partner shall send the foregoing information to its HP account manager in writing within a period not to exceed fourteen (14) days from the date of HP’s notice.

H.

Business Development Partner shall comply with additional record keeping and audit requirements contained in this Agreement and terms and conditions of any sales and marketing program.

I.

Any and all information obtained by HP or HP’s designated agent during an audit described in Section 19 herein shall be deemed Confidential Information as described in Section 17 herein.

J.

Business Development Partner shall conduct its business that is related in any way to commerce involving any HP branded or Compaq branded Product subject to HP’s Business Development Partners Code of Conduct as amended from time to time by HP and posted on the Partnership Website. Business Development Partner agrees that Business Development Partner’s compliance with HP’s Business Development Partners Code of Conduct is an express condition of HP’s performance requirements under this Agreement and that HP may, at its sole discretion, terminate this Agreement for cause as set forth in Section 25 herein, and seek other remedies for any violation by Business Development Partner of HP’s Business Development Partners Code of Conduct. If Business Development Partner has questions regarding HP’s interpretation of HP’s Business Development Partners Code of Conduct, Business Development Partner may contact its HP account manager.

20.

SALES AND INVENTORY REPORTING

A.

As required by HP, Business Development Partner shall provide HP with accurate Products and/or inventory Sales-Out information in a format and frequency defined in the Reporting Implementation Guidelines (available on the Partnership Website) or any other data management guidelines provided by HP, which are incorporated herein by reference.

B.

Expenses incurred to meet reporting requirements set forth in this Agreement or any related addenda are the sole responsibility of Business Development Partner.

C.

Promotional or marketing programs assigning benefits to Business Development Partners are based upon purchases made by Customers and are calculated on the information reported by Business Development Partner. Business Development Partner shall comply with the reporting requirements of such programs. Reporting such data is the sole responsibility of Business Development Partner, who releases HP from any cost, expense, fees and liability arising from or related to Business Development Partner’s noncompliance with reporting requirements.

D.

Business Development Partner warrants the accuracy of the information transmitted by Business Development Partner or Business Development Partner ^’ s designate. Business Development Partner is responsible for the accuracy of data provided to HP for benefits under HP programs which condition the provision of benefits on Business Development Partner’s Sales-Out or inventory information. Failure to report accurate daily data for each Approved Location and to incorporate the previous day’s data for each Approved Location shall be a violation of this Agreement and result in penalties equal to HP’s cost and expenses to correct such errors. Business Development Partner releases HP from any cost, expense, fee and liability arising from or related to inaccurate reports provided by Business Development Partner or its designate.

E.

Some HP financial programs may impose a twenty-five dollar ($25) minimum benefit before a benefit shall be paid.

F.

Business Development Partner may dispute, in writing, benefits paid to Business Development Partner pursuant to a promotional, marketing or special discount program. Business Development Partner shall provide such written dispute to HP within the time frames set forth in the promotional or marketing program materials. If such materials fail to establish dispute time frames, Business Development Partner shall have ninety (90) days from the date the benefit is paid to dispute the payment. If Business Development Partner and HP fail to resolve any benefits dispute, Business Development Partner may file suit against HP not more than one (1) year from the date of the benefit payment that Business Development Partner disputed. HP’s review of such disputes shall be solely at HP’s discretion.

G.

HP reserves the right to refuse to review disputed benefit claims which are beyond the established time frames set forth in promotional, marketing or special pricing program documentation or this Agreement or which are based on late, inaccurate or otherwise discrepant data supplied by Business Development Partner.

H.

In the event HP, in its own discretion, reviews disputed benefit claim(s), HP may charge for, and deduct from credits owed to Business Development Partner, all expenses HP incurs in reviewing the disputed benefit claim(s).

I.

Business Development Partner shall not debit from invoice any unpaid benefits disputed by Business Development Partner.

J.

All information provided by Business Development Partner pursuant to this Section 20 herein shall be deemed Confidential Information as described in Section 17 herein.

21.

POLICIES AND PROGRAMS

A.

From time to time, HP may make available to Business Development Partner certain promotional or marketing programs, including but not limited to, programs involving promotional allowances, marketing funds, demonstration Products and development unit purchases, and Support. Participation in such programs or promotions shall be subject to the then-current terms and conditions of those programs or promotions as set forth on Partnership Website and this Agreement. HP reserves the right to modify, discontinue or delete any such terms and conditions upon not more than fifteen (15) days notice to Business Development Partner.

B.

Promotional or marketing programs assigning benefits to Customers generally rely upon information reported by Business Development Partner. Business Development Partner shall comply with the reporting requirements of such programs, and releases HP from claims, expenses, fees or liability arising from or related to Business Development Partner’s noncompliance or inaccurate reporting.

C.

Business Development Partner acknowledges that only sales made in compliance with this Agreement shall be eligible for marketing, promotional or other benefits offered to Business Development Partners.

D.

To maintain channel and Products distribution equity, Business Development Partners with more than one (1) agreement with HP may be denied program or promotional benefits offered to Other Business Development Partners with only a single specific agreement with HP.

22.

GENERAL

A.

The Parties hereby agree that they may do business electronically, including contract formation, order placement and acceptance. Any orders placed by Business Development Partner and accepted by HP on any HP.com website or HP/ Business Development Partner extranet site will create fully enforceable obligations that will be subject to the terms hereof. Such orders and acceptances will be deemed for all purposes to be: (1) business records originated and maintained in documentary form; (2) a “writing” or “in writing ^” ; (3) “signed”; and (4) an “original” when printed from electronic files or records established and maintained in the normal course of business. The Parties further agree not to contest the validity or enforceability of such transactions under the provisions of any applicable law relating to whether certain agreements are to be in writing or signed by the Party to be bound thereby and will be admissible if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative proceeding to the same extent and under the same conditions as other business records originated and maintained in documentary form. In addition, the Parties agree that transactions may be conducted through EDI or other electronic methods, as agreed by the Parties. Business Development Partner and HP will adopt commercially reasonable security measures to limit access to passwords and to limit access to the sites to authorized persons. Each party will be responsible for any unauthorized use of the sites or issuance of messages caused by the failure of its security measures.

B.

Business Development Partner shall create its own username and password (“Access Codes”) on the Partnership Website. Business Development Partner is solely responsible for controlling access to its Access Codes. Business Development Partner shall only disclose its Access Codes to its authorized employees, representatives or agents. Business Development Partner shall be solely liable for any unauthorized use of its Access Codes resulting from its failure to safeguard its Access Codes. If Business Development Partner believes or has reason to believe its Access Codes have become known to any unauthorized persons, Business Development Partner shall promptly notify HP so that HP can deactivate such Access Codes. Business Development Partner then shall change the Access Codes. Business Development Partner shall be liable for all consequences, foreseen or unforeseen, resulting from Business Development Partner’s failure to safeguard its Access Codes. HP shall not be liable for indemnity or damages of any kind.

C.

This Agreement constitutes the entire understanding between the Parties relating to its subject matter and supersedes all prior representations, discussions, negotiations, and agreements, whether written or oral. HP hereby gives notice of objection to additional or inconsistent terms set forth in a purchase order or other document issued by Business Development Partner. No modification of this Agreement or this provision shall be binding on either Party unless made in compliance with Section 23.

D.

Business Development Partner may not assign or transfer any rights or obligations hereunder without prior written consent of HP.

E.

Neither Party’s failure to enforce any provision of this Agreement shall be deemed a waiver of that provision or of the right to enforce it in the future.

F.

To the extent that any term and condition of this Agreement is determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement shall remain in full force and effect. The offending term and condition shall be deemed amended by the Parties so as to make it enforceable and, to the extent possible, have substantially the same legal effect as what was intended by the Parties as of the date upon which this Agreement became effective between HP and Business Development Partner.

G.

The United Nations Convention on Agreements for the International Sale of Goods shall not apply to this Agreement or to transactions processed under this Agreement.

H.

This Agreement shall be governed by the laws of the State of California.

I.

All days are calendar days unless otherwise stated.

J.

Business Development Partner and HP will conduct all its activities relating to their respective business in accordance with the highest standards of ethics and fairness as well as compliance with applicable law. Either party may immediately terminate this Agreement if the other party fails to do so.

K.

Disputes arising in connection with a specific transaction under this Agreement will be governed by the laws of the country and locality in which the transaction is conducted, and the courts of that country will have jurisdiction, except that HP may, at its opti