DESIGNED FOR MICROSOFT BACKOFFICE LOGO LICENSE AGREEMENT

COMPANY:
Address:

Contact:
Phone:
Fax:
Email:

This Logo License Agreement ("Logo Agreement") is made and entered into this ____ day of ____________, 19__ ("Effective Date"), by and between MICROSOFT CORPORATION, a Washington, USA corporation ("MS"), and ___________________, a _____________________ corporation (COMPANY).

RECITALS

WHEREAS, MS owns the BackOffice trademark and the Microsoft BackOffice Logo; and

WHEREAS, COMPANY wishes to license use of the Microsoft BackOffice Logo in accordance with MS' terms and conditions described below, NOW THEREFORE:

The parties hereby agree as follows:

1. DEFINITIONS

For purposes of this Logo Agreement the following terms shall have the following meanings:

(a) "Logo" shall mean the Designed for Microsoft® BackOffice™ logo depicted in the attached Exhibit A or such additional or replacement Logos as MS may provide from time to time under this Logo Agreement.

(b) "Product" shall mean the COMPANY product or products described in the attached Exhibit B which meet the applicable BackOffice compatibility criteria set forth in Exhibit B.

(c) "BackOffice Family" shall mean a suite of products marketed by MS as the BackOffice suite. The BackOffice suite presently consists of: Microsoft Exchange Server, Microsoft SNA Server, Microsoft SQL Server, Microsoft Systems Management Server, Microsoft Internet Information Server, and Windows NT™ Server.

(d) "Included Jurisdictions" shall consist of the following countries and regions: United States, Canada, Australia, Japan, the European Union, and Norway.

2. LICENSE GRANT

(a) Subject to and expressly conditioned upon compliance with the terms and conditions of this Logo Agreement, MS hereby grants to COMPANY a worldwide (except as provided in Section 2(b)), nonexclusive, nontransferable, royalty-free, personal right to use the Logo solely in conjunction with the Product in the manner described in the guidelines set forth in the attached Exhibit C and as may be prescribed by MS from time to time.

(b) The license right set forth in Section 2(a) shall not extend to the Taiwan Region ("Taiwan"), South Korea ("Korea"), or the People's Republic of China ("PRC"), unless and until COMPANY provides MS with written notice of COMPANY's intent to distribute Product in these countries/regions. COMPANY agrees not to use the Logo in such countries/regions and shall not be licensed pursuant to this Logo Agreement to do so until COMPANY has provided MS with such written notice.

(c) COMPANY may not use or reproduce the Logo in any manner whatsoever other than as expressly described in the guidelines set forth in the attached Exhibit C and as may be prescribed by MS from time to time.

(d) COMPANY agrees and acknowledges that MS retains all right, title and interest in and to the Logo. Except as expressly granted in this Logo Agreement, COMPANY shall have no rights in the Logo. Under no circumstances will anything in this Logo Agreement be construed as granting, by implication, estoppel or otherwise, a license to any Microsoft technology or proprietary right other than the permitted use of the Logo pursuant to Section 2(a).

(e) COMPANY represents and warrants that it will use the Logo solely as provided in this Logo Agreement and will not use the Logo for promotional goods or for products which, in MS' reasonable judgment, will diminish or otherwise damage MS' goodwill in the Logo, including but not limited to uses which could be deemed to be obscene, pornographic, excessively violent or otherwise in poor taste or unlawful, or which purpose or objective is to encourage unlawful activities.

3. NO FURTHER CONVEYANCES

The license grant in Section 2(a) is personal to COMPANY, and COMPANY shall not assign, transfer or sublicense this Logo Agreement (or any right granted herein) in any manner without the prior written consent of MS.

4. QUALITY, INSPECTION, AND APPROVAL

(a) COMPANY agrees to maintain the quality of Product used in conjunction with the Logo at a level that meets or exceeds industry standards and at least commensurate with the quality of Product previously distributed by COMPANY.

(b) COMPANY shall supply MS with suitable specimens of Product and COMPANY's use of the Logo in connection with Product at the times and in the manner described in Exhibit C, or at any time upon reasonable notice from MS. COMPANY shall cooperate fully with MS to facilitate periodic review of COMPANY's use of the Logo and of COMPANY's compliance with the quality standards described in this Logo Agreement.

(c) COMPANY shall fully correct and remedy any deficiencies in its use of the Logo, conformance to the BackOffice compatibility criteria, and/or the quality of Product used in conjunction with the Logo, upon reasonable notice from MS.

(d) COMPANY represents and warrants that Product meets the applicable BackOffice compatibility criteria set forth in Exhibit B. COMPANY shall provide MS with copies or summaries of the results of applicable compatibility tests following the completion of such tests.

(e) COMPANY warrants and represents that it will comply with all applicable laws, rules, and regulations relating to the product and will not violate or infringe any right of any third party as related to the Product.

(f) COMPANY agrees to indemnify and hold MS harmless and, at MS' request, defend MS from and against any and all claims, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to the Product in any manner, including user claims regarding Product's incompatibility with the BackOffice Family or any product included in the BackOffice Family; provided COMPANY is notified promptly in writing of any claim, COMPANY has sole control over its defense or settlement, and MS provides reasonable assistance in the defense of the same.

5. PRODUCT STATEMENTS

COMPANY Product packaging and advertising displaying the Logo must clearly indicate which of the BackOffice Family of products COMPANY Product is designed to optimize.

6. IDENTIFICATION AND USE

(a) COMPANY shall mark every use of the Logo with the trademark designation set forth in Exhibit A and as described in Exhibit C, shall reasonably comply with the guidelines for using the BackOffice trademark in text as described in Exhibit A, and shall comply with MS' trademark use guidelines as amended from time to time. If COMPANY is a Vendor of Personal Computer Systems ("OEM"), COMPANY may use the logo depicted in Exhibit D hereto on those Personal Computer Systems which COMPANY distributes or preinstalls with two or more products of the BackOffice Family in accordance with its OEM License Agreement.

(b) COMPANY acknowledges MS' ownership of the Logo and the "BackOffice" trademark. COMPANY shall employ best efforts to use the Logo in a manner that does not derogate from MS' rights in the Logo and will take no action that will interfere with or diminish MS' rights in the Logo, either during the term of this Logo Agreement or afterwards. COMPANY agrees not to adopt, use or register any corporate name, trade name, trademark, service mark or certification mark, or other designation similar to, or containing in whole or in part, the Logo. COMPANY agrees that all use of the Logo by COMPANY will inure to the benefit of MS. COMPANY may not use the Logo in any way as an endorsement or sponsorship of Product by MS.

7. DEFENSE OF INFRINGEMENT CLAIM

(a) Subject to Section 8, MS agrees to defend COMPANY against, and pay the amount of any adverse final judgment (or settlement to which MS consents) resulting from, third party claim(s) (hereinafter "Indemnified Claims") that the Logo infringes any registered trademark rights enforceable in the Included Jurisdiction (and in other countries for use occurring after registration of the Logo); provided MS is notified promptly in writing of the Indemnified Claim and has sole control over its defense or settlement, and COMPANY provides reasonable assistance in the defense of the same.

(b) In the event MS receives information concerning an intellectual property infringement claim (including an Indemnified Claim) related to the Logo, MS may at its expense, without obligation to do so, either (i) procure for COMPANY the right to continue to distribute the alleged infringing Logo, or (ii) replace or modify the Logo to make it non-infringing, and in which case, COMPANY shall thereupon cease distribution of the alleged infringing Logo.

(c) MS shall have no liability for any intellectual property infringement claim (including an Indemnified Claim) based on COMPANY's manufacture, distribution, or use of the Logo after MS' notice that COMPANY should cease use of such Logo due to such a claim. For all claims described in this Section 7(c), COMPANY agrees to indemnify and defend MS from and against all damages, costs and expenses, including reasonable attorneys' fees.

(d) MS shall have no obligation to COMPANY for any Indemnified Claims which arise outside the geographical boundaries of the Included Jurisdictions or other countries where the BackOffice logo has been registered by MS at the time such claim arises.

(e) MS MAKES NO WARRANTIES. THE DEFENSE PURSUANT TO 7 (a) IS EXCLUSIVE AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE LOGO, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. LIMITATION OF LIABILITY; CONSEQUENTIAL DAMAGES

IN NO EVENT SHALL MS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING LOSS OF BUSINESS PROFITS) ARISING FROM OR RELATED TO COMPANY'S MARKETING, DISTRIBUTION OR ANY USE OF THE LOGO, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, INFRINGEMENT OF INTELLECTUAL PROPERTY, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MS BE LIABLE FOR ANY DAMAGES FOR COMPANY'S USE OF THE LOGO IN VIOLATION OF THE TERMS AND CONDITIONS OF THIS LOGO AGREEMENT.

9. INFRINGEMENT

COMPANY shall promptly notify MS of any suspected infringement of or challenge to the Logo or any of its constituent elements.

10. TERM OF LOGO AGREEMENT

(a) The term of this Logo Agreement shall be for a period of two (2) years from the Effective Date. MS shall have the right to terminate this Logo Agreement with or without cause upon thirty (30) days prior written notice.

(b) From and after termination or expiration of this Logo Agreement, COMPANY shall cease and desist from all use of the Logo. However, unless the Logo Agreement is terminated for breach, COMPANY may distribute then-existing units of Product and advertising materials containing the Logo for a period of ninety (90) days from the termination date provided use of the Logo in connection with such inventory is in compliance with the terms and conditions of this Logo Agreement.

11. NOTICES

All notices and other communications under this Logo Agreement shall be in writing and shall be deemed given if delivered personally, mailed by registered or certified mail, return receipt requested, or sent by telecopy with a receipt confirmed by telephone, to the parties at the following addresses or to such other addresses as a party may from time to time notify the other parties.

MS: MICROSOFT CORPORATION
One Microsoft Way
Redmond, WA 98052-6399
USA
Attention: BackOffice Logo Department

With Copy To: MICROSOFT CORPORATION
One Microsoft Way
Redmond, WA 98052-6399
USA
Attention: Law & Corporate Affairs, Trademarks
Fax: (425) 869-1327

12. ENTIRE LOGO AGREEMENT; AMENDMENT

MS' providing this Logo Agreement to COMPANY does not constitute an offer by MS. Upon execution by both MS and COMPANY, this Logo Agreement, including all Exhibits, contains the entire agreement of the parties with respect to the subject matter hereof, and shall supersede and merge all prior and contemporaneous communications. It shall not be amended except by a written agreement subsequent to the Effective Date and signed on behalf of the parties by their respective authorized representatives.

13. GOVERNING LAW; ATTORNEYS' FEES; EQUITABLE RELIEF

(a) This Logo Agreement shall be governed by and construed in accordance with the laws of the State of Washington. COMPANY hereby consents to jurisdiction and venue in the state and federal courts sitting in the State of Washington. The parties agree to accept service of process by U.S. certified or registered mail, return receipt requested, or by any other method authorized by Washington Law.

(b) If either party employs attorneys to enforce any rights arising out of or related to this Logo Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and other expenses.

(c) COMPANY acknowledges that a breach by it of this Logo Agreement may cause MS irreparable damage which cannot be remedied in monetary damages in an action at law, and may also constitute infringement of the Logo. In event of any breach that could cause irreparable harm to MS, or cause some impairment or dilution of its reputation or Logo, MS shall be entitled to an immediate injunction, in addition to any other legal or equitable remedies.

14. HEADINGS

Section headings are used in this Logo Agreement for convenience of reference only and shall not affect the meaning of any provision of this Logo Agreement.

15. NO WAIVER

No waiver of any breach of any provision of this Logo Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

16. SEVERABILITY

If any provision of this Logo Agreement (or any other agreements incorporated herein) shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. RELATIONSHIP

Neither this Logo Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship or as granting a franchise.

18. SURVIVAL

The provisions of Sections 2(d), 4(f), 6(b), 8, 11, and 13(a) shall survive expiration or termination of this Logo Agreement.

18. EXHIBITS

This Logo Agreement includes Exhibits A, B, C and D which are hereby incorporated by reference.

IN WITNESS WHEREOF, the parties hereto have executed this Logo Agreement as of the Effective Date.

MICROSOFT CORPORATION COMPANY

Name (Signature) Name (Signature)

Name (Print) Name (Print)

Title Title

Date Date

Designed for Microsoft® BackOffice™ Logo

Do not reproduce this example. MS will supply you with camera ready artwork to your specifications.

Trademark footnote:

Microsoft, BackOffice, and the BackOffice Logo are either registered trademarks or trademarks of Microsoft.

PROPER USE OF THE BACKOFFICE™ TRADEMARK IN TEXT

Use the full name "Microsoft® BackOffice™" and its proper descriptor at first mention in text. The proper descriptor for BackOffice is either, "family of server applications" or "family." After first mention, the product can thereafter be referred to as "BackOffice." Example of first mention:
The Microsoft® BackOffice™ family of server applications is available with any
purchase of ...
You may refer to products that are compatible with the BackOffice family as: "BackOffice™ compatible products" , "BackOffice™-based products" or "products for BackOffice™"; such products should not be referred to as "BackOffice products [or software]".
NEVER combine BackOffice with your (or another third party's) trademark/product name. Trademarks serve to identify the source of a product. If Microsoft trademarks are combined with the trademarks or product names of others, consumers may be confused as to which company is the source of a product.
Do not use the name "BackOffice" or "Microsoft" more prominently than your company or product name.
Use the appropriate trademark symbol in the proper place and give proper attribution. The registered trademark symbol "®" should follow the name "Microsoft" and the trademark symbol "™" should follow the name "BackOffice." Include the following footnote in advertising or materials including the BackOffice Logo. Microsoft, BackOffice, and the BackOffice Logo are either registered trademarks or trademarks of Microsoft.
Do not shorten, abbreviate or create acronyms out of Microsoft trademarks or product names.
Do not use the name "BackOffice" in the title of a Web site, Bulletin Board Service or Online Forum that advertises or discusses Microsoft BackOffice or Microsoft BackOffice compatible products. However, banners or screens of a Web site may include tag lines such as, "for Microsoft® BackOffice™" subject to the guidelines outlined above.

COMPANY Product(s) and BackOffice Logo Criteria

COMPANY Product(s)

Product Name

Version Number

Designed for Microsoft BackOffice Logo Compatibility Criteria

Vendors of Computer Software:	Software product must: (i) meet the Designed for Microsoft BackOffice Logo Requirements supplied by the BackOffice Logo Department, and as prescribed from time to time by MS, and (ii) pass BackOffice (current version) Compliance Testing through Microsoft's BackOffice Logo Software Testing Lab, or other MS designated Logo Compliance Testing center. Other than maintenance or bug-fix releases, Product updates must be re-tested for compliance with Logo criteria.
Vendors of Personal Computer Systems (OEM):	The computer system must: (i) meet the Designed for Microsoft BackOffice Logo Requirements criteria supplied by the BackOffice Logo Department, and as prescribed from time to time by MS, and (ii) pass BackOffice (current version) Compliance Testing through Microsoft's BackOffice Logo Hardware Testing Lab, or other MS designated Logo Compliance Testing center.
Vendors of Personal Computer Peripheral Devices:	The peripheral device must: (i) contain device drivers based on BackOffice (current version), and (ii) meet the Designed for Microsoft BackOffice Logo Requirements supplied by the BackOffice Logo Department, and as prescribed from time to time by MS, and (iii) COMPANY's hardware and drivers must pass Windows Hardware Quality Labs testing. If the product is an end user product, it must include documentation that discusses BackOffice installation and BackOffice troubleshooting. COMPANY must also provide BIOS, and driver updates to customers via The Microsoft Network, CompuServe or any other electronic bulletin board services or other appropriate manner.

Guidelines for Using the Designed for Microsoft BackOffice Logo

Microsoft has established the following set of guidelines for properly using the Designed for Microsoft® BackOffice™ logo.

Graphic Element and Accompanying Words

The logo is composed of two main components:

The Graphic Element. The "connectivity graphic" (set of wavy, intertwining lines). The trademark symbol (TM ) must appear at the lower-right corner of the graphic.

The Accompanying Words. The Microsoft-approved words that appear with the graphic. They are as follows:

Designed for (located above connectivity graphic)

Microsoft® BackOfficeTM (located below connectivity graphic)

These words must accompany every use of the logo. The registered trademark symbol (®) must appear immediately following the word Microsoft and the trademark symbol must appear following the word BackOffice. None of the words may be abbreviated, translated, or transliterated, as is done in non-English documentation. You may not substitute your own translation of the logo.

Materials using the logo that are distributed only within the United States should include the following footnote: "Microsoft is a registered trademark and BackOffice and the BackOffice logo are trademarks of Microsoft Corporation." Materials using the logo that are distributed outside the United States should include the following footnote: "Microsoft, BackOffice, and the BackOffice logo are either registered trademarks or trademarks of Microsoft Corporation in the United States and/or other countries."

Using the Designed for Microsoft BackOffice Logo

You may use the logo only as a symbol indicating that your product is compatible with the Microsoft BackOffice integrated family of server software. You may not imply that Microsoft in any way endorses your product. Also, the Designed for Microsoft BackOffice logo program is not intended to be a "certification program"; i.e., the logo does not represent that Microsoft certifies your product in any way.

Sizing and Placement Requirements

Microsoft will provide you with camera-ready artwork or electronic artwork of the logo. You may not alter this artwork in any way, separate the words "Designed for" from above the connectivity graphic and "Microsoft BackOffice" from below the connectivity graphic, or replace the words with any others. This official artwork will be provided by Microsoft to authorized third parties.
You may not display the logo on packaging, documentation, collateral, or advertising in a manner that suggests that your product is a Microsoft product or in a manner that suggests that Microsoft or BackOffice is a part of your product name.
The logo cannot be larger than or more prominent than your product name, trademark, logo, or trade name.
The logo must stand alone. A minimum amount of empty space must be left between the logo and any other object such as type, photography, borders, edges, etc. The required border of empty space around the logo must be must be 1/2 x wide, where x equals the width of the logo, as measured from the highest point to the lowest point on the connectivity graphic.
You may not combine the logo with any other feature, including, but not limited to, other logos, words, graphics, photos, slogans, numbers, design features, or symbols.
The connectivity graphic may not be used as a design feature on your product, product packaging, documentation, collateral, or advertising.
Minimum size for the logo is 3/4" high.

Four-Color Applications

The multicolored version is the preferred way of reproducing the logo. The connectivity graphic consists of four wavy lines, each in a different color, inside a black box. The four PANTONE® Matching System (PMS) colors are, from top to bottom at left edge, as follows:

*Yellow PMS 123C

*Green PMS 360C

*Red PMS 172C

*Blue PMS 279C

The accompanying words, Microsoft® BackOfficeTM, print in black. Four-color process (CMYK) equivalents may also be used.

The four-color version can be reproduced only as described here. The four wavy line colors must appear in the positions described. The four-color version must always appear on a white background.

Black-and-White Applications

Black-and-white reproductions of the logo may be positive or reversed.

Quality Control

Microsoft reserves the right to review your use of the logo. Upon signing the trademark license, third parties are required to provide Microsoft with any products, documentation, or marketing materials bearing the logo so that Microsoft can review usage to determine whether the usage guidelines have been followed. If you want to have these samples returned to you, please indicate so in a letter accompanying the shipment.

Send these items to:

BackOffice Logo Department

Microsoft Corporation

One Microsoft Way

Redmond, WA 98052-6399

USA

Microsoft reserves the right to conduct spot checks on all third-party products, product packaging, marketing materials, and documentation and may periodically send out requests for samples. Microsoft may also conduct spot checks in retail outlets and other product sources to monitor your compliance with the License Logo Agreement and the usage guidelines. Refusal to submit samples, or noncompliance with the License Logo Agreement or with these guidelines, could result in revocation of the license to use the logo.

All third parties must correct any deficiencies in their use of the logo and/or in the quality of the product used in conjunction with the logo upon reasonable notice from Microsoft. Refusal to correct such deficiencies could result in revocation of your license to use the logo.

MICROSOFT BACKOFFICE LOGO USAGE GUIDELINES FOR OEMS AUTHORIZED TO DISTRIBUTE THE BACKOFFICE FAMILY

OEMs licensed to distribute or pre-install two or more components of the BackOffice Family under a separate Microsoft OEM License Agreement may use the "Microsoft® BackOffice™ Logo" without the words "Designed for", as prescribed in these guidelines and only on those personal computer systems which COMPANY distributes or pre-installs with two or more products of the BackOffice Family. Electronic versions of the logo are provided to OEMs so that they may re-size the logo in accordance with these guidelines.

An OEM may display the Microsoft BackOffice logo in full screen form in the Start-up (or "Boot-up") screen of a Microsoft BackOffice program. The logo as it appears in the Start-up screen must include the appropriate trademark symbols. Such electronic use of the BackOffice logo does not need to be accompanied by a trademark footnote.
An OEM may display the Microsoft BackOffice logo in icon form when used to start a Microsoft BackOffice program and such use need not include the ™ and ® symbols due to size constraints. In addition, such electronic use of the Microsoft BackOffice logo does not need to be accompanied by a trademark footnote.
Your right to distribute the logo as described herein shall expire effective the earlier of (i) the date on which you are no longer licensed to distribute at least two products of the BackOffice Family under a separate Microsoft OEM License Agreement or (ii) upon termination or expiration of your Designed for Microsoft BackOffice Logo License Agreement.
Any use that is not consistent with these guidelines is strictly prohibited; if you have any questions please contact BackOffice Marketing department at Microsoft or send e-mail to bckoffc@microsoft.com.

Notice Under Section 2(b) of the Designed for Microsoft BackOffice Logo License Agreement

By reason of government regulations regarding the licensing of registered trademarks, it is important for Microsoft to know which of its licensees are using the licensed marks in certain countries.

COMPANY hereby provides notice to Microsoft Corporation pursuant to Section 2(b) of the BackOffice Logo License Agreement of its intent to distribute the products listed in Exhibit C of the BackOffice Logo License Agreement in the following countries/regions:

(Please check only those that apply)

Taiwan Region ("Taiwan")

South Korea ("Korea")

People's Republic of China ("PRC")

Please sign below and return to Microsoft Corporation, BackOffice Marketing Group.

Company

Name

Address

Date

Name (Print)

Title

Date