Common use of MICROSOFT STREET DATE REQUIREMENTS Clause in Contracts

MICROSOFT STREET DATE REQUIREMENTS. From time to time, Microsoft may announce a new product or new versions of an existing product for which Microsoft shall set a Street Date. In order to comply with the Street Date requirements, CUSTOMER shall not: - Ship or deliver the product to any end-user customer prior to the Street Date. - Accept any end user payment for the product prior to the Street Date. Checks and/or credit card numbers may be accepted by CUSTOMER, but can only be processed when product is delivered to the end user on or after the Street Date. - Advertise, merchandise, or promote the product to end user customers until it is officially announced by Microsoft. Usually, the product announcement is on the Street Date. If the product announcement is earlier than the Street Date, Microsoft will clearly communicate the announce date to the channel. If product is announced by Microsoft before the Street Date, the product can be advertised, merchandised and/or promoted immediately after such announcement, provided that all such promotions clearly state that the product is not yet available for purchase. - Allow it's distribution centers and/or warehouses to distribute, for a period of up to twelve months, a Street Date product to any individual sales office, retail store, or outlet which Microsoft in its sole discretion has determined to be in violation of the Street Date Requirements. In the event CUSTOMER violates the Street Date for any special products specified in a Microsoft Street Date letter (including, but not limited to Microsoft-Registered Trademark- Windows-Registered Trademark- 95), CUSTOMER shall forfeit up to the entire Compliance Rebate for the six month Rebate period in which the violation occurred. Should CUSTOMER fail to comply with the Street Date Requirements, Microsoft may also, for a period of up to twelve (12) months, withhold shipments to CUSTOMER of future product until the Street Date of such product. MICROSOFT 1995/1996 CHANNEL AGREEMENT EGGHEAD SOFTWARE PAGE B2 JULY - DECEMBER, 1995, REBATE AND MARKETING FUND ADDENDUM 4. MICROSOFT REPORTING REQUIREMENTS ALL REPORTS OUTLINED BELOW MUST BE TIMELY, ACCURATE, AND COMPLETE. FOR PURPOSES OF THE MICROSOFT CHANNEL AGREEMENT, "TIMELY" IS DEFINED AS MS RECEIPT OF REPORTING BY THE DUE DATE AND TIME INDICATED, "ACCURATE" IS DEFINED AS THE CORRECT POPULATION OF ALL REPORTING FIELDS, AND "COMPLETE" IS DEFINED AS THE POPULATION OF ALL REQUIRED REPORTING FIELDS. FAST TRACK REPORTING Fast Track Reporting is defined as a weekly report sent to Microsoft via Electronic Data Interchange format ("EDI") of weekly Sales, Inventory, and Internal Market Share. CUSTOMER must make the EDI reports available to MS' EDI mailbox each Monday by 12:00 noon (Pacific time). These reports shall cover the seven-day period ending the prior Friday night. Please refer to the EDI Reporting Guidelines for details on reporting requirements. Microsoft reserves the right to conduct audits on CUSTOMER's market share data at any time. If the results of the audit show that CUSTOMER is reporting one or more market share categories incorrectly, CUSTOMER must correct the specified categories and provide the corrected back data through the beginning of July, 1994 before CUSTOMER is eligible to receive a compliance rebate. REPORTING REQUIREMENTS - Each unit of single license Full Package Product should be reported as one unit. This applies for both Microsoft products and for competitive products. - Any single Microsoft product that includes multiple licenses should be reported as one unit. Microsoft will then convert the quantity of multiple license units sold to the number of licenses they represent. Examples of these products include MMLP 20 Pack, MMLP 100 Pack, and AE 10 Pack. - All volume licensing agreements (such as MOLP, Variable Licenses, and Enterprise Licenses) should be reported as one unit for each license sold. MICROSOFT 1995/1996 CHANNEL AGREEMENT EGGHEAD SOFTWARE PAGE B3 JULY - DECEMBER, 1995, REBATE AND MARKETING FUND ADDENDUM MARKET SHARE REPORTING The following table outlines the Market Share product categories for EDI reporting. The table also specifies the top competitive products that must be included in the aggregated market share reporting for the Fast Track Rebate Program. All competitive products within a given category must be reported. The products listed below are just examples, not a comprehensive list. CATEGORY MICROSOFT PRODUCT COMPETITIVE PRODUCTS --------------------------- --------------------------------- -------------------------------------------- Windows word processors Microsoft-Registered Trademark- WordPerfect-Registered Trademark- for Word for Windows-Registered Trademark- Windows-Registered Trademark- Ami Pro-Registered Trademark- for Windows-Registered Trademark- Windows spreadsheets Microsoft-Registered Trademark- 1-2-3-Registered Trademark- for Excel for Windows-Registered Trademark- Windows-Registered Trademark- Quattro Pro-Registered Trademark- for Windows-Registered Trademark- Windows bundles Microsoft-Registered Trademark- Lotus-Registered Trademark- Smartsuite Office for WordPerfect-Registered Trademark- Windows-Registered Trademark- Borland-Registered Trademark- Office Novell-Registered Trademark- Perfect Office Windows Databases Microsoft Paradox-TM- for Windows-Registered Trademark- Access-Registered Trademark- for dBase-Registered Trademark- for Windows-Registered Trademark- Windows-Registered Trademark- FoxPro-Registered Trademark- for Approach Windows-Registered Trademark- Superbase-Registered Trademark- Mail Servers Microsoft-Registered Trademark- Lotus-Registered Trademark- cc:Mail-TM- Mail Lotus Notes-Registered Trademark- WordPerfect-Registered Trademark- Office Network Operating Systems Microsoft-Registered Trademark- Novell-Registered Trademark- Windows Netware-Registered Trademark- 4.x, 3.x, 2.x. NT-TM- Server Novell-Registered Trademark- UnixWare OS/Lan Server Banyan-Registered Trademark- SCO-Registered Trademark- Unix Accounts are required to report sell-through units and inventory units for each Microsoft SKU, but are required only to report the total license count for competitive product sell-through for each category. All SKUs for these titles should be counted, including full packaged product, upgrades, Microsoft license packs, education, and government SKUs. Please refer to the EDI Reporting Guidelines for details on reporting requirements. EXAMPLE: IF CUSTOMER SOLD-THROUGH FIFTY(50) UNITS OF LOTUS-Registered Trademark- 1-2-3-Registered Trademark- FOR WINDOWS-Registered Trademark- AND A 20 USER MMLP OF QUATTRO PRO-Registered Trademark- FOR WINDOWS-Registered Trademark- IN ONE WEEK, THEN CUSTOMER WOULD REPORT A TOTAL OF SEVENTY (70) LICENSES FOR SELL- THROUGH OF COMPETITOR'S PRODUCTS IN THE WINDOWS SPREADSHEET CATEGORY. MBS REPORTING CUSTOMER must submit MBS reporting by the 10th of each month for the prior month in the format outlined in Schedule D. Reporting shall be transmitted in electronic format and sent via modem to 0-000-000-0000, or on tape or diskette to MS at the following address: MICROSOFT CORPORATION RESELLER REPORTING GROUP XXXX. 0X/0 XXX XXXXXXXXX XXX XXXXXXX, XX 00000 * CONFIDENTIAL TREATMENT REQUESTED MICROSOFT 1995/1996 CHANNEL AGREEMENT EGGHEAD SOFTWARE PAGE B4 JULY - DECEMBER, 1995, REBATE AND MARKETING FUND ADDENDUM

MICROSOFT STREET DATE REQUIREMENTS. From time to time, Microsoft may announce a new product or new versions of an existing product for which Microsoft shall set a Street Date. In order to comply with the Street Date requirements, CUSTOMER shall not: - Ship or deliver the product to any end-user customer prior to the Street Date. - Accept any end user payment for the product prior to the Street Date. Checks and/or credit card numbers may be accepted by CUSTOMER, but can only be processed when product is delivered to the end user on or after the Street Date. - Advertise, merchandise, or promote the product to end user customers until it is officially announced by Microsoft. Usually, the product announcement is on the Street Date. If the product announcement is earlier than the Street Date, Microsoft will clearly communicate the announce date to the channel. If product is announced by Microsoft before the Street Date, the product can be advertised, merchandised and/or promoted immediately after such announcement, provided that all such promotions clearly state that the product is not yet available for purchase. - Allow it's distribution centers and/or warehouses to distribute, for a period of up to twelve months, a Street Date product to any individual sales office, retail store, or outlet which Microsoft in its sole discretion has determined to be in violation of the Street Date Requirements. In the event CUSTOMER violates the Street Date for any special products specified in a Microsoft Street Date letter (including, but not limited to Microsoft-Registered Trademark- Windows-Registered Trademark- 95)letter, CUSTOMER shall forfeit up to the entire Compliance Achievement Rebate for the six month Rebate period Period in which the violation occurred. Should CUSTOMER fail to comply with the Street Date Requirements, Microsoft may also, for a period of up to twelve (12) months, withhold shipments to CUSTOMER of future product until the Street Date of such product. Should CUSTOMER wish to report a Street Date violation, CUSTOMER may fax a copy of a dated sales receipt to STREET DATE VIOLATIONS AT MICROSOFT 1995/1996 CHANNEL AGREEMENT EGGHEAD SOFTWARE PAGE B2 JULY - DECEMBERAT (206) 936- 7329. Once a violation has been reported, 1995, REBATE AND MARKETING FUND ADDENDUM 4. MICROSOFT REPORTING REQUIREMENTS ALL REPORTS OUTLINED BELOW MUST BE TIMELY, ACCURATE, AND COMPLETE. FOR PURPOSES OF THE MICROSOFT CHANNEL AGREEMENT, "TIMELY" IS DEFINED AS MS RECEIPT OF REPORTING BY THE DUE DATE AND TIME INDICATED, "ACCURATE" IS DEFINED AS THE CORRECT POPULATION OF ALL REPORTING FIELDS, AND "COMPLETE" IS DEFINED AS THE POPULATION OF ALL REQUIRED REPORTING FIELDS. FAST TRACK REPORTING Fast Track Reporting is defined as a weekly report sent to Microsoft via Electronic Data Interchange format ("EDI") of weekly Sales, Inventoryshall investigate the violation, and Internal Market Share. CUSTOMER must make the EDI reports available to MS' EDI mailbox each Monday by 12:00 noon (Pacific time). These reports shall cover the seven-day period ending the prior Friday nighttake remedial action as appropriate. Please refer note, in order to the EDI Reporting Guidelines for details on reporting requirements. confirm a suspected violation, Microsoft reserves the right to conduct audits on CUSTOMER's market share data at any time. If the results of the audit show that CUSTOMER is reporting one or more market share categories incorrectly, CUSTOMER must correct the specified categories and provide the corrected back data through the beginning of July, 1994 before CUSTOMER is eligible to receive a compliance rebate. REPORTING REQUIREMENTS - Each unit of single license Full Package Product should be reported as one unit. This applies for both Microsoft products and for competitive products. - Any single Microsoft product that includes multiple licenses should be reported as one unit. Microsoft will then convert the quantity of multiple license units sold to the number of licenses they represent. Examples of these products include MMLP 20 Pack, MMLP 100 Pack, and AE 10 Pack. - All volume licensing agreements (such as MOLP, Variable Licenses, and Enterprise Licenses) should be reported as one unit for each license sold. MICROSOFT 1995/1996 CHANNEL AGREEMENT EGGHEAD SOFTWARE PAGE B3 JULY - DECEMBER, 1995, REBATE AND MARKETING FUND ADDENDUM MARKET SHARE REPORTING The following table outlines the Market Share product categories for EDI reporting. The table also specifies the top competitive products that must be included in the aggregated market share reporting for the Fast Track Rebate Program. All competitive products within a given category must be reported. The products listed below are just examples, not a comprehensive list. CATEGORY MICROSOFT PRODUCT COMPETITIVE PRODUCTS --------------------------- --------------------------------- -------------------------------------------- Windows word processors Microsoft-Registered Trademark- WordPerfect-Registered Trademark- for Word for Windows-Registered Trademark- Windows-Registered Trademark- Ami Pro-Registered Trademark- for Windows-Registered Trademark- Windows spreadsheets Microsoft-Registered Trademark- 1-2-3-Registered Trademark- for Excel for Windows-Registered Trademark- Windows-Registered Trademark- Quattro Pro-Registered Trademark- for Windows-Registered Trademark- Windows bundles Microsoft-Registered Trademark- Lotus-Registered Trademark- Smartsuite Office for WordPerfect-Registered Trademark- Windows-Registered Trademark- Borland-Registered Trademark- Office Novell-Registered Trademark- Perfect Office Windows Databases Microsoft Paradox-TM- for Windows-Registered Trademark- Access-Registered Trademark- for dBase-Registered Trademark- for Windows-Registered Trademark- Windows-Registered Trademark- FoxPro-Registered Trademark- for Approach Windows-Registered Trademark- Superbase-Registered Trademark- Mail Servers Microsoft-Registered Trademark- Lotus-Registered Trademark- cc:Mail-TM- Mail Lotus Notes-Registered Trademark- WordPerfect-Registered Trademark- Office Network Operating Systems Microsoft-Registered Trademark- Novell-Registered Trademark- Windows Netware-Registered Trademark- 4.x, 3.x, 2.x. NT-TM- Server Novell-Registered Trademark- UnixWare OS/Lan Server Banyan-Registered Trademark- SCO-Registered Trademark- Unix Accounts are required to report sell-through units and inventory units for each Microsoft SKU, but are required only to report the total license count for competitive product sell-through for each category. All SKUs for these titles should be counted, including full packaged product, upgrades, Microsoft license packs, education, and government SKUs. Please refer to the EDI Reporting Guidelines for details on reporting requirements. EXAMPLE: IF CUSTOMER SOLD-THROUGH FIFTY(50) UNITS OF LOTUS-Registered Trademark- 1-2-3-Registered Trademark- FOR WINDOWS-Registered Trademark- AND A 20 USER MMLP OF QUATTRO PRO-Registered Trademark- FOR WINDOWS-Registered Trademark- IN ONE WEEK, THEN CUSTOMER WOULD REPORT A TOTAL OF SEVENTY (70) LICENSES FOR SELL- THROUGH OF COMPETITOR'S PRODUCTS IN THE WINDOWS SPREADSHEET CATEGORY. MBS REPORTING CUSTOMER must submit MBS reporting by the 10th of each month for the prior month in the format outlined in Schedule D. Reporting shall be transmitted in electronic format and sent via modem to 0-000-000-0000, or on tape or diskette to MS at the following address: MICROSOFT CORPORATION RESELLER REPORTING GROUP XXXX. 0X/0 XXX XXXXXXXXX XXX XXXXXXX, XX 00000 * CONFIDENTIAL TREATMENT REQUESTED MICROSOFT 1995/1996 CHANNEL AGREEMENT EGGHEAD SOFTWARE PAGE B4 JULY - DECEMBER, 1995, REBATE AND MARKETING FUND ADDENDUMdated sales receipt.

MICROSOFT STREET DATE REQUIREMENTS. From time to time, Microsoft may announce a new product or new versions of an existing product for which Microsoft shall set a Street Date. In order to comply with the Street Date requirements, CUSTOMER shall not: - o Ship or deliver the product to any end-user customer prior to the Street Date. - o Accept any end user payment for the product prior to the Street Date. Checks and/or credit card numbers may be accepted by CUSTOMER, but can only be processed when product is delivered to the end user on or after the Street Date. - o Advertise, merchandise, or promote the product to end user customers until it is officially announced by Microsoft. Usually, the product announcement is on the Street Date. If the product announcement is earlier than the Street Date, Microsoft will clearly communicate the announce date to the channel. If product is announced by Microsoft before the Street Date, the product can be advertised, merchandised and/or promoted immediately after such announcement, provided that all such promotions clearly state that the product is not yet available for purchase. - o Allow it's distribution centers and/or warehouses to distribute, for a period of up to twelve months, a Street Date product to any individual sales office, retail store, or outlet which Microsoft in its sole discretion has determined to be in violation of the Street Date Requirements. In the event CUSTOMER violates the Street Date for any special products specified in a Microsoft Street Date letter (including, but not limited to Microsoft-Registered Trademark- Windows-Registered Trademark- 95)letter, CUSTOMER shall forfeit up to the entire Compliance Rebate for the six month Rebate period in which the violation occurred. Should CUSTOMER fail to comply with the Street Date Requirements, Microsoft may also, for a period of up to twelve (12) months, withhold shipments to CUSTOMER of future product until the Street Date of such product. Should CUSTOMER wish to report a Street Date violation, CUSTOMER may fax a copy of a dated sales receipt to STREET DATE VIOLATIONS AT MICROSOFT 1995/1996 CHANNEL AGREEMENT EGGHEAD SOFTWARE PAGE B2 JULY - DECEMBERAT (206) 936-7329. Once a violation has been reported, 1995, REBATE AND MARKETING FUND ADDENDUM 4. MICROSOFT REPORTING REQUIREMENTS ALL REPORTS OUTLINED BELOW MUST BE TIMELY, ACCURATE, AND COMPLETE. FOR PURPOSES OF THE MICROSOFT CHANNEL AGREEMENT, "TIMELY" IS DEFINED AS MS RECEIPT OF REPORTING BY THE DUE DATE AND TIME INDICATED, "ACCURATE" IS DEFINED AS THE CORRECT POPULATION OF ALL REPORTING FIELDS, AND "COMPLETE" IS DEFINED AS THE POPULATION OF ALL REQUIRED REPORTING FIELDS. FAST TRACK REPORTING Fast Track Reporting is defined as a weekly report sent to Microsoft via Electronic Data Interchange format ("EDI") of weekly Sales, Inventoryshall investigate the violation, and Internal Market Share. CUSTOMER must make the EDI reports available to MS' EDI mailbox each Monday by 12:00 noon (Pacific time). These reports shall cover the seven-day period ending the prior Friday nighttake remedial action as appropriate. Please refer note, in order to the EDI Reporting Guidelines for details on reporting requirements. confirm a suspected violation, Microsoft reserves the right to conduct audits on CUSTOMER's market share data at any time. If the results of the audit show that CUSTOMER is reporting one or more market share categories incorrectly, CUSTOMER must correct the specified categories and provide the corrected back data through the beginning of July, 1994 before CUSTOMER is eligible to receive a compliance rebate. REPORTING REQUIREMENTS - Each unit of single license Full Package Product should be reported as one unit. This applies for both Microsoft products and for competitive products. - Any single Microsoft product that includes multiple licenses should be reported as one unit. Microsoft will then convert the quantity of multiple license units sold to the number of licenses they represent. Examples of these products include MMLP 20 Pack, MMLP 100 Pack, and AE 10 Pack. - All volume licensing agreements (such as MOLP, Variable Licenses, and Enterprise Licenses) should be reported as one unit for each license sold. MICROSOFT 1995/1996 CHANNEL AGREEMENT EGGHEAD SOFTWARE PAGE B3 JULY - DECEMBER, 1995, REBATE AND MARKETING FUND ADDENDUM MARKET SHARE REPORTING The following table outlines the Market Share product categories for EDI reporting. The table also specifies the top competitive products that must be included in the aggregated market share reporting for the Fast Track Rebate Program. All competitive products within a given category must be reported. The products listed below are just examples, not a comprehensive list. CATEGORY MICROSOFT PRODUCT COMPETITIVE PRODUCTS --------------------------- --------------------------------- -------------------------------------------- Windows word processors Microsoft-Registered Trademark- WordPerfect-Registered Trademark- for Word for Windows-Registered Trademark- Windows-Registered Trademark- Ami Pro-Registered Trademark- for Windows-Registered Trademark- Windows spreadsheets Microsoft-Registered Trademark- 1-2-3-Registered Trademark- for Excel for Windows-Registered Trademark- Windows-Registered Trademark- Quattro Pro-Registered Trademark- for Windows-Registered Trademark- Windows bundles Microsoft-Registered Trademark- Lotus-Registered Trademark- Smartsuite Office for WordPerfect-Registered Trademark- Windows-Registered Trademark- Borland-Registered Trademark- Office Novell-Registered Trademark- Perfect Office Windows Databases Microsoft Paradox-TM- for Windows-Registered Trademark- Access-Registered Trademark- for dBase-Registered Trademark- for Windows-Registered Trademark- Windows-Registered Trademark- FoxPro-Registered Trademark- for Approach Windows-Registered Trademark- Superbase-Registered Trademark- Mail Servers Microsoft-Registered Trademark- Lotus-Registered Trademark- cc:Mail-TM- Mail Lotus Notes-Registered Trademark- WordPerfect-Registered Trademark- Office Network Operating Systems Microsoft-Registered Trademark- Novell-Registered Trademark- Windows Netware-Registered Trademark- 4.x, 3.x, 2.x. NT-TM- Server Novell-Registered Trademark- UnixWare OS/Lan Server Banyan-Registered Trademark- SCO-Registered Trademark- Unix Accounts are required to report sell-through units and inventory units for each Microsoft SKU, but are required only to report the total license count for competitive product sell-through for each category. All SKUs for these titles should be counted, including full packaged product, upgrades, Microsoft license packs, education, and government SKUs. Please refer to the EDI Reporting Guidelines for details on reporting requirements. EXAMPLE: IF CUSTOMER SOLD-THROUGH FIFTY(50) UNITS OF LOTUS-Registered Trademark- 1-2-3-Registered Trademark- FOR WINDOWS-Registered Trademark- AND A 20 USER MMLP OF QUATTRO PRO-Registered Trademark- FOR WINDOWS-Registered Trademark- IN ONE WEEK, THEN CUSTOMER WOULD REPORT A TOTAL OF SEVENTY (70) LICENSES FOR SELL- THROUGH OF COMPETITOR'S PRODUCTS IN THE WINDOWS SPREADSHEET CATEGORY. MBS REPORTING CUSTOMER must submit MBS reporting by the 10th of each month for the prior month in the format outlined in Schedule D. Reporting shall be transmitted in electronic format and sent via modem to 0-000-000-0000, or on tape or diskette to MS at the following address: MICROSOFT CORPORATION RESELLER REPORTING GROUP XXXX. 0X/0 XXX XXXXXXXXX XXX XXXXXXX, XX 00000 * CONFIDENTIAL TREATMENT REQUESTED MICROSOFT 1995/1996 CHANNEL AGREEMENT EGGHEAD SOFTWARE PAGE B4 JULY - DECEMBER, 1995, REBATE AND MARKETING FUND ADDENDUMdated sales receipt.

MICROSOFT STREET DATE REQUIREMENTS. From time to time, Microsoft may announce a new product or new versions of an existing product for which Microsoft shall set a Street Date. In order to comply with the Street Date requirements, CUSTOMER shall not: - o Ship or deliver the product to any end-user customer prior to the Street Date. - o Accept any end user payment for the product prior to the Street Date. Checks and/or credit card numbers may be accepted by CUSTOMER, but can only be processed when product is delivered to the end user on or after the Street Date. - o Advertise, merchandise, or promote the product to end user customers until it is officially announced by Microsoft. Usually, the product announcement is on the Street Date. If the product announcement is earlier than the Street Date, Microsoft will clearly communicate the announce date to the channel. If product is announced by Microsoft before the Street Date, the product can be advertised, merchandised and/or promoted immediately after such announcement, provided that all such promotions clearly state that the product is not yet available for purchase. - o Allow it's its distribution centers and/or warehouses to distribute, for a period of up to twelve months, a Street Date product to any individual sales office, retail store, or outlet which Microsoft in its sole discretion has determined to be in violation of the Street Date Requirements. In the event CUSTOMER violates the Street Date for any special products specified in a Microsoft Street Date letter (including, but not limited to Microsoft-Registered Trademark- Windows-Registered Trademark- Microsoft(R) Windows(R) 95), CUSTOMER shall forfeit up to the entire Compliance Rebate for the six month Rebate period in which the violation occurred. Should CUSTOMER fail to comply with the Street Date Requirements, Microsoft may also, for a period of up to twelve (12) months, withhold shipments to CUSTOMER of future product until the Street Date of such product. Should CUSTOMER wish to report a Street Date violation, CUSTOMER may fax a copy of a dated sales receipt to STREET DATE VIOLATIONS AT MICROSOFT 1995/1996 CHANNEL AGREEMENT EGGHEAD SOFTWARE PAGE B2 JULY - DECEMBERAT (206) 936-7329. Once a violation has been reported, 1995, REBATE AND MARKETING FUND ADDENDUM 4. MICROSOFT REPORTING REQUIREMENTS ALL REPORTS OUTLINED BELOW MUST BE TIMELY, ACCURATE, AND COMPLETE. FOR PURPOSES OF THE MICROSOFT CHANNEL AGREEMENT, "TIMELY" IS DEFINED AS MS RECEIPT OF REPORTING BY THE DUE DATE AND TIME INDICATED, "ACCURATE" IS DEFINED AS THE CORRECT POPULATION OF ALL REPORTING FIELDS, AND "COMPLETE" IS DEFINED AS THE POPULATION OF ALL REQUIRED REPORTING FIELDS. FAST TRACK REPORTING Fast Track Reporting is defined as a weekly report sent to Microsoft via Electronic Data Interchange format ("EDI") of weekly Sales, Inventoryshall investigate the violation, and Internal Market Share. CUSTOMER must make the EDI reports available to MS' EDI mailbox each Monday by 12:00 noon (Pacific time). These reports shall cover the seven-day period ending the prior Friday nighttake remedial action as appropriate. Please refer note, in order to the EDI Reporting Guidelines for details on reporting requirements. confirm a suspected violation, Microsoft reserves the right to conduct audits on CUSTOMER's market share data at any time. If the results of the audit show that CUSTOMER is reporting one or more market share categories incorrectly, CUSTOMER must correct the specified categories and provide the corrected back data through the beginning of July, 1994 before CUSTOMER is eligible to receive a compliance rebate. REPORTING REQUIREMENTS - Each unit of single license Full Package Product should be reported as one unit. This applies for both Microsoft products and for competitive products. - Any single Microsoft product that includes multiple licenses should be reported as one unit. Microsoft will then convert the quantity of multiple license units sold to the number of licenses they represent. Examples of these products include MMLP 20 Pack, MMLP 100 Pack, and AE 10 Pack. - All volume licensing agreements (such as MOLP, Variable Licenses, and Enterprise Licenses) should be reported as one unit for each license sold. MICROSOFT 1995/1996 CHANNEL AGREEMENT EGGHEAD SOFTWARE PAGE B3 JULY - DECEMBER, 1995, REBATE AND MARKETING FUND ADDENDUM MARKET SHARE REPORTING The following table outlines the Market Share product categories for EDI reporting. The table also specifies the top competitive products that must be included in the aggregated market share reporting for the Fast Track Rebate Program. All competitive products within a given category must be reported. The products listed below are just examples, not a comprehensive list. CATEGORY MICROSOFT PRODUCT COMPETITIVE PRODUCTS --------------------------- --------------------------------- -------------------------------------------- Windows word processors Microsoft-Registered Trademark- WordPerfect-Registered Trademark- for Word for Windows-Registered Trademark- Windows-Registered Trademark- Ami Pro-Registered Trademark- for Windows-Registered Trademark- Windows spreadsheets Microsoft-Registered Trademark- 1-2-3-Registered Trademark- for Excel for Windows-Registered Trademark- Windows-Registered Trademark- Quattro Pro-Registered Trademark- for Windows-Registered Trademark- Windows bundles Microsoft-Registered Trademark- Lotus-Registered Trademark- Smartsuite Office for WordPerfect-Registered Trademark- Windows-Registered Trademark- Borland-Registered Trademark- Office Novell-Registered Trademark- Perfect Office Windows Databases Microsoft Paradox-TM- for Windows-Registered Trademark- Access-Registered Trademark- for dBase-Registered Trademark- for Windows-Registered Trademark- Windows-Registered Trademark- FoxPro-Registered Trademark- for Approach Windows-Registered Trademark- Superbase-Registered Trademark- Mail Servers Microsoft-Registered Trademark- Lotus-Registered Trademark- cc:Mail-TM- Mail Lotus Notes-Registered Trademark- WordPerfect-Registered Trademark- Office Network Operating Systems Microsoft-Registered Trademark- Novell-Registered Trademark- Windows Netware-Registered Trademark- 4.x, 3.x, 2.x. NT-TM- Server Novell-Registered Trademark- UnixWare OS/Lan Server Banyan-Registered Trademark- SCO-Registered Trademark- Unix Accounts are required to report sell-through units and inventory units for each Microsoft SKU, but are required only to report the total license count for competitive product sell-through for each category. All SKUs for these titles should be counted, including full packaged product, upgrades, Microsoft license packs, education, and government SKUs. Please refer to the EDI Reporting Guidelines for details on reporting requirements. EXAMPLE: IF CUSTOMER SOLD-THROUGH FIFTY(50) UNITS OF LOTUS-Registered Trademark- 1-2-3-Registered Trademark- FOR WINDOWS-Registered Trademark- AND A 20 USER MMLP OF QUATTRO PRO-Registered Trademark- FOR WINDOWS-Registered Trademark- IN ONE WEEK, THEN CUSTOMER WOULD REPORT A TOTAL OF SEVENTY (70) LICENSES FOR SELL- THROUGH OF COMPETITOR'S PRODUCTS IN THE WINDOWS SPREADSHEET CATEGORY. MBS REPORTING CUSTOMER must submit MBS reporting by the 10th of each month for the prior month in the format outlined in Schedule D. Reporting shall be transmitted in electronic format and sent via modem to 0-000-000-0000, or on tape or diskette to MS at the following address: MICROSOFT CORPORATION RESELLER REPORTING GROUP XXXX. 0X/0 XXX XXXXXXXXX XXX XXXXXXX, XX 00000 * CONFIDENTIAL TREATMENT REQUESTED MICROSOFT 1995/1996 CHANNEL AGREEMENT EGGHEAD SOFTWARE PAGE B4 JULY - DECEMBER, 1995, REBATE AND MARKETING FUND ADDENDUMdated sales receipt.