Amstrad MS License Agreement

Date:

Snippet
LICENSE AGREEMENT

FOR

Microsoft (r) MS-DOS (r) 3.3/4.0

Between

MICROSOFT CORPORATION a Delaware U.A.A Corporation

and

AMSTRAD PLC

a United Kingdom Corporation

Effective date: 1 july 1990

..

3. PRICE AND PAYMENT

(a) COMPANY agrees to pay MS the amount(s) and within the times stated in this Section 3 ..

..

(b) Except where otherwise provided, COMPANY agrees to make a quaterely reports and payments to MS within thirty (30) days after the end of each calender quarter. COMPANY's quarterly report shall provide the information described i nthe applicable Exhibit C for each Product licensed hereunder, and shall be signed by aduly authorized representative of the COMPANY. COMPANY shall submit quarterly reports for each full or partial calendar quarter during the term of this Agreement, even if no royalties or other amounts are due for such quarter. COMPANY shall use royalty reporting form attached as Exhibit E, or other form as MS may provide from time to time.

(c) COMPANY agrees to make such payments by wire transfer to:

Citibank N.A 399 Park Avenue New York, NY 10043 USA

ABA 021000089

Regarding: Microsoft International OEM Collections Account #38468231

..

PAYMENT SCHEDULES

MINNIMUM COMMITMENT First Period of This Agreement

COMPANY agrees to pay a minimum of Five Hundred Thousand Dollars (US$500,000) for Product(s) locensed under this Agreement within the first period of this Agreement as described below. The minimum Commitment Schedule listed below sets forth the minimum cumulative amounts of payments which COMPANY shall make to MS during the first period of this Agreement.

To the extent that actual earned royalties exceed the cumulative minimum commitment payments, COMPANY shall pay MS for actual earned royalties.

To the extent that cumulative minimum commitment payments exceed actual earned royalties, such excess shall be known as prepaid royalties and shall be recoupable against future earned royalties during the term of this Agreement.

The minimum commitment amount payable upon signing of this Agreement as set forth below is recoupable and refundable pursuant to Section 4(b) of this Agreement. All other minimum commitment payments are recoupable but not refundable.

MINIMUM COMMITMENT SCHEDULE (FIRST PERIOD)

Cumulative Amount of										Payment		Payments for Date

Signing of this Agreement (payment due upon signing)				$250,00		$250,000

End of the calender quarter ("FIRST PAYMENT DATE") during which the first of the following occurs: the date of first COMPANY shipment of any Product to a customer for revenue; or six (6) months after the EFFECTIVE DATE of this Agreement. $62,500		$312,500

3 months after the FIRST PAYMENT DATE	$62,500		$375,000

6 months after the FIRST PAYMENT DATE	$82,500		$437,500

9 months after the FIRST PAYMENT DATE	$62,500		$500,000

Total First Period Minimum Commitment								$500,000	$500,000

Except for the amount due on signing, the date of payment for the above calender quarter amounts shall be as provided in Section 3.

MINIMUM COMMITMENT

Second Period of This Agreement

COMPANY agrees to pay a minimum of Seven Hundred Fifty Thousand Dollars (US$750,000) for Product(s) licesed under this Agreement within the second period of this Agreement as described below. The Minimum Commitment Schedule listed below sets forth the minimum cumulative amounts of payments which COMPANY shall make to MS during the second period of this Agreement. Payments made during the first period of this Agreement shall not be credited towards the minimum commitment requirement in the second period.

To the extent that actual earned royalties exceed the cumulative minimum commitment payments, COMPANY shall pay MS for actual earned royalties.

To the extent that cumulative minimum commitment payments exceed actual earned royalties such excess shall be known prepaid royalties and shall be recoupable against future earned royalties during the term of this Agreement. Minimum commitment payments are recoupable but not refundable.

MINIMUM COMMITMENT SCHEDULE (SECOND PERIOD)

Cumulative Amount of										Payment		Payments for Date

12 months after the FIRST PAYMENT DATE	$187,500	$187,500

15 months after the FIRST PAYMENT DATE	$187,500	$375,000

18 months after the FIRST PAYMENT DATE	$187,500	$562,500

21 months after the FIRST PAYMENT DATE	$187,500	$750,000

Total Second Period Minimum Commitment	$750,000	$750,000

The date of payment for the above calender quarter amounts shall be as provided in Section 3.

Exhibit to the License Agreement dated 1 July, 1990, between Microsoft Corporation and Amstrad PLC.

..

ROYALTY PAYMENTS REPORTING REQUIREMENTS AND PRODUCT MARKETING LIMITATION:

..

(B) company agrees to pay MS a royalty, at the applicable rate set forth below, multiplied by the greater of (ii) the number of full or partial Customer System(s) shipped or placed in use by or for COMPANY during the term of this Agreement, or (ii) the number of full or partial copies of Product, including Update Releases and Version Releases, licensed or otherwise disposed of by COMPANY during the term of this agreement.

Customer System		Royalty Rate ($US)

Exhibit D1				$5.50 Exhibit D2				$7.50 Exhibit D3				$14,00 Exhibit D4				$16.00

..

VERSION RELEASE CHARGES AND FEES:

COMPANY also agrees to pay MS its then current Version Release fee for each Version Release made available by MS after the EFFECTIVE DATE and accepted by COMPANY pursuant to Section 4(c). The cumulative amount of all Version Release charges paid by COMPANY shall equal the sum of all MS Version Release charges and fees for Version Releases for the period beginning with the release date of the most recent Product Release through the date of the last Version release accepted by COMPANY.

...

Full Exhibit
http://boycottnovell.com/wp-content/uploads/2009/02/px05130.pdf