Microsoft Hardware Through Distribution Government, Education, and Medical Program (GEM)

1. Microsoft Hardware Through Distribution Government, Education, and Medical Program (GEM) July 1st, 2012 through June 30th 2013

2. Overview: Microsoft Corporation is pleased to announce a channel-wide Reseller Government, Education and Medical Price Program through our Microsoft Authorized Distribution Partners. The program begins on July 1st , 2012 and runs through June 30th, 2013. Purpose of the program: Facilitated through Microsoft Authorized Distribution Partners, allow Microsoft Partners to offer Microsoft Hardware solutions to qualifying Government, Education and Medical end-customers with competitive pricing based on a 5% offering. *Qualification as defined in the “Microsoft GEM Eligibility Definition” document

3. Discount Offering: • 5% end-customer discount on all qualifying Government, Education and Medical purchases of Microsoft hardware • No minimum order quantities required to qualify • *Based on Microsoft’s approval of quantity, price, and inventory availability

4. Terms: • Discount based on qualifying Government, Education and Medical end-customer purchases on all Microsoft Hardware products • Products may be discontinued or added to the program at Microsoft’s sole discretion without prior notice • Program pricing offered to any qualified Government, Education and Medical end-customer as defined in “Microsoft GEM Eligibility Definition” document ; no minimum order quantities required • Reseller agrees to pass through the discount from Distributor to qualified GEM end-customer • Does not allow Resellers to “stock up” on product for their use • This offer may not be used in conjunction with any other Microsoft offers • Program will be reviewed quarterly and subject to change or cancellation at any time

5. Terms: • During the term of this offer and for two (2) years thereafter, Distributor agrees to keep all usually and proper records and books of account relating to purchases and sales made pursuant to the Program. Distributor shall maintain such records on its premises. In order to verify Distributor’s compliance with the terms of the Program, Microsoft or its designated representative may audit Distributor’s books and records. Any audit shall be conducted during regular business hours, with or without notice. Distributor will provide access to its books and records to Microsoft or its designated representative. In the event that the results of any audit determines that Distributor has not complied with the terms of the Program, then any amounts due and owing to Microsoft under the Program shall be immediately due and payable. • Distributor shall ensure that all product returns leveraging this offer will be properly reconciled with Microsoft rebate spend to eliminate over-payment to Distributor by Microsoft.

6. Process: • All potential qualifying orders to be brought to Microsoft Authorized Distribution Partners attention by Reseller • Distributor will complete and submit GEM Authorization form to Microsoft Partner Account Manager for approval • Reseller must agree to pass discount on to qualified GEM end-customer • Only when Microsoft has approved the quantity/price/availability, may Distributor confirm final pricing with Reseller • Distributor is responsible for collecting qualified end-user information before processing

7. Product Eligible for GEM: All current Microsoft Hardware skus are eligible for this program.

8. Notes: All questions regarding eligibility and the administration of the GEM Reseller Program should be directed to your Distribution Account Manager.