IBM Business Partner Agreement

Exhibit z System TCI OTC IPLA Software

North America

Effective October 10, 2016

This Exhibit is part of your IBM Business Partner Agreement.

The z System IPLA One Time Charge (OTC) software products and their Subscription & Support (S&S)
listed in this Exhibit (see associated document z System IPLA Software Reseller Exhibit - Product List)
are in selective distribution, subject to the criteria listed below. Those z System IPLA One Time Charge
products are divided into three categories SW3A1, SW3B1 and SW3C1.

To be approved to resell the products in this Exhibit, the Business Partner must become a
member of the Top Contributor Initiative (TCI) program as follows:

Program & Qualification Criteria

1. Business Partners must provide a business plan documenting the investments they will make and
actions they will take to ensure success in this market.

2. Personnel Commitment
One full-time equivalent, skilled pre-sales (technical) headcount to address the
approved categories
One full-time equivalent, skilled sales headcount to address the approved categories.

3. Education Commitment

The z Systems software learning path is detailed at the following URL:

https://www.ibm.com/partnerworld/wps/servlet/ContentHandler/swg_com_sfw_systemz_skills

Please review and complete the required course work that includes z 101, z Top Gun Class, and Sales
Mastery Tests. Enroll the above people in those specific education programs.

Top Gun Training

The assigned full time sales resource should complete the IBM z System Software Top Gun training
program. The z Software Top Gun training class, can be taken in a scheduled open class with
other IBM Business Partners or in virtual class setting that is available online via Partnerworld.

Sales Mastery Tests

The assigned sales and pre-sales resources need to pass one Sales Mastery test in each category they
want to resell.

IBM Business Partner Agreement-System z IPLA Software Reseller Exhibit

Page 1 of 6
 Full details of the Sales Mastery tests are available at the following URL:
https://www.ibm.com/partnerworld/wps/servlet/mem/ContentHandler/swg_com_swf_systemz_sm_tests?

Each new Business Partner will have 6 months to comply with those education requirements.

Full details of all certification requirements are available at the following URL:
https://www.ibm.com/partnerworld/wps/servlet/ContentHandler/stg_com_tac-authorization

4. Customer References -- Applicants must provide three written customer references for each OTC
category for which approval is requested (SW3A1, SW3B1, SW3C1). Business Partners applying for
specific brand categories who do not have the requisite end-user references can be conditionally
sponsored into the program by the IBM z System Software Sales Manager provided they have
demonstrated skills within the brand for which they are requesting approval and will meet the program
qualification criteria within 6 months.

5. Business Partners must achieve their assigned Minimum Annual Attainment target *.

There is a z System Software Minimum Annual Attainment (MAA) assigned to each Business Partner
appointed to resell the products in this Exhibit as follows:

Business Partner Type U.S. MAA Canadian MAA

Solution Provider Tier 1 $150,000 CAD 30,000
Systems Integrator $150,000 CAD 30,000
Distributor $200,000 CAD 40,000
Solution Provider Tier 2 $ 50,000 CAD 10,000

Failure to meet the z System Software MAA may result in the termination of a Business Partners
entitlement to remarket the products in the Exhibit.

Eligible Products

Please see the product list in the separate document entitled z System IPLA Software Exhibit - Product
List http://www.ibm.com/partnerworld/wps/servlet/ContentHandler/pw_com_exh-exhibit-host-page. This
list will be updated periodically. Where new z System IPLA products are announced by IBM as available
to z System IPLA Software Resellers, they should be treated as though they are on the list. Products which
are withdrawn from marketing by IBM or are not announced as available in a particular country are not
available for resale.

Subscription & Support:
An initial period of up to five years of Subscription and Support (S&S) is eligible to be marketed,
provided it is marketed at the same time as the base IPLA license and IBM receives a single,
upfront payment from the Business Partner. The period must be a multiple of 12 months or align to
the end-user's billing anniversary date.
Incremental S&S charges which occur after the initial transaction, as a result of a z System IPLA tool
upgrade, may be marketed by the Business Partner. This S&S must be aligned to the customer's
anniversary date and prorated accordingly.
All other S&S renewals are not eligible to be marketed by the Business Partner. IBM will be
responsible to bill the customer directly for these other S&S renewals.

There is no refund on S&S which has been paid for and subsequently cancelled.


Internal Use of Products:

IBM Business Partners may acquire Products included in this Exhibit which you are approved to
market for internal use within your Business Partner operations. Products included in this exhibit are
available for Internal Use purposes at the standard published discount;

Internal use products must be acquired in the country in which they are to be installed and are not
eligible for export. One license of each eligible licensed program authorized for your approved
processor category may be acquired for each internal use processor.


Development and Demonstration Products:

IBM Business Partners may obtain products, that are identified in this exhibit and that they are approved
to market, for Development/Demonstration purposed at the discount that is published in this exhibit.

For Demonstration and Development purposes, the indicated license may be acquired for a 12 month
period, beginning on the date you are approved to market the Product.


Inventory Returns - Inventory Adjustment Category (IAC)

All products included in this exhibit are under the IAC category 10.

The following applies to products that are eligible for return to IBM:
a. Products that Business Partner returns to IBM for credit must have been acquired directly from
IBM.
b. Business Partner must request and receive approval from IBM to return the Product. Products
must be returned to IBM no later than three months after shipment from IBM. Products must be
received by IBM within one month of our approving their return, unless we specify otherwise to
Business Partner in writing. We will issue a credit to Business Partner when we accept the
returned Products.
c. Under the IBM North American Business Partner Program, Remarketers may aggregate the
value of Products acquired in eligible countries to determine IAC maximum and open box return
amounts.

d. Physical returns of non-preloaded Licensed Program Packages are not required and will not be
accepted. Business Partners must destroy the software and include a written statement of
destruction in the software return request form required by IBM.

e. The Inventory Adjustment (returns) credit will be equal to the lesser of the current price less any
other applicable discounts, promotions or special incentives - or the net billed value on the
original invoice. The Inventory Adjustment (returns) credit will be deducted from your contract
attainment.

f. Returns can be made once each calendar month.

g. Products must be returned in the same country in which they were acquired.

h. As an IBM Business Partner, you must ensure that the products you return are free from any
legal obligations or restrictions that prevent their return.

i. We will reject any returned Products that do not comply with these terms.



Category 1 (IAC 1)
Products indicated as IAC 1 are not eligible for return.

Category 10 (IAC 10)

a. Up to 5% of the prior calendar quarter's net-billed revenue for a product family can be returned for
that product family in a quarter. For example, if a Business Partner's net-billed machine revenue
for an IAC 10 product family during the prior quarter were $1,000,000, the maximum return limit
for machines returned on a percentage basis would be $50,000.

b. Up to 1% of the prior calendar quarter's net-billed revenue for a product family, may be returned
for a product family as open box returns. The 1% limit is part of the 5% maximum return limit.

c. Handling charge of 5% of the net-billed revenue value of products being returned will apply.

Return of Withdrawn Products:
Products eligible for return and announced as being withdrawn from marketing by IBM are subject to all
terms of their Inventory Adjustment Category (IAC), including counting toward the IAC maximum return
limits, unless specified otherwise in the withdrawal or other announcement.
The return date that is specified in the announcement must be respected. If there is no return date
specified in the announcement, the request for return must be received within 30 days of the withdrawal
announcement.


IBM License Agreements:
The products included in this Exhibit are subject to IBMs License Agreement Terms. Business Partners
are required to advise End Users of the applicable license terms for the product that they are marketing.
IBMs License Agreement Terms are available on the following IBM Internet website: http://www-
03.ibm.com/software/sla/sladb.nsf/sla/bla

In the event that your Customer exercises their right to return, as per section 6 of IBMs International
Program License Agreement (IPLA), you are obligated to accept the return and refund the amount that
was paid to you.

Government Remarketing in Canada
Federal/Provincial End User Definition
The following definition of "end user" applies when marketing to federal or provincial government
accounts:
"Federal End User" includes any Canadian Government Department Corporation or Agency as
defined in Schedules I, I.1, or II of the Financial Administration Act.

"Provincial End User" includes any provincial government department, and Crown Corporations
that have any provincial ownership.

The Solution Provider may propose an integrated solution through a higher-tier federal or
provincial contractor in fulfillment of a specific government procurement where title to the IBM
equipment passes directly to the government.

In no event shall the Solution Provider permit transfer of title for any IBM equipment purchased
under this Agreement to other than the federal or provincial government. Under no circumstances
may the Solution Provider assign any of its responsibilities under the agreement to the
government End User.

Discounts

Account Types
Discounts are applied by Account type. Account types are defined as follows:

Industry Accounts: This subset consists of accounts to which IBM has assigned a vertically
integrated global coverage team, with dedicated resources, and which builds upon the
relationship driven nature of these accounts. They are typically IBMs largest accounts and have
dedicated Business Units Category Leaders, including z Software Client Leader (zSCL) and z
Systems sales specialists.

Enterprise Accounts: This subset is comprised of large opportunity customers grouped in

clusters based on such factors as Industry Sector and geography. Business Units Category
Leaders, including z Software Client Leader (zSCL) and z Systems sales specialists, are
dedicated to each cluster. This approach tightly integrates Business Partners and IBM Digital
Marketing into the go-to-market model.

Commercial Accounts: This customer subset is comprised of those accounts that do not fall into
the Industry or Enterprise customer subsets. These accounts usually do not have assigned, direct
coverage z Software Client Leader (zSCL). Territory definitions are based on geography and
industry, where critical mass exists. The primary go-to-market vehicles for this customer subset
are IBM Digital Marketing and Business Partner.

Public Sector Accounts are as defined below for US and Canada as part of State or Local
government, excluding Federal government.

o In the US: "Public Sector End User(s)" shall be defined as:

a State and Local or Federal customer. Qualifying State and Local customer
organizations are: publicly funded organizations administered by elected officials
or appointed administrators; State governments (departments, commissions,
authorities, districts); County governments (departments, courts); City
governments (towns, townships, boroughs); Special districts (water, sewage, fire
protection) or Public schools (systems, districts, state institutions of higher
education). Federal Government customers such as: Executive, Legislative and
Judicial branches of the federal government; U.S. Government affiliated
corporations (e.g., TVA); Quasi-governmental organizations (e.g., The
Smithsonian Institution); U.S. Government sponsored international organizations
(e.g., World Bank); Commercial business enterprises operating under a federal
government power of attorney, or with Management Operating Contractor (MOC)
status. The following entities are not Public Sector End Users: privately owned
and controlled: (1) utility companies; (2) hospitals and (3) research institutes that
operate using non-government funds.
o In Canada: "Public Sector End User(s)" shall be defined as
Federal, Provincial, Municipal, Regional, and County governments, including
government departments, agencies, Crown Corporations, or any entity controlled
or funded by governments, including broader public sector organizations such as
colleges and universities, schools and school boards, and hospitals, or
otherwise. The following entities are not Public Sector End Users: privately
owned and controlled: (1) utility companies, (2) hospitals, and (3) research
institutes; that operate using non-government funds.

Base Product Discounts:

Discounts associated with the TCI OTC IPLA Software Reseller program will have a base discount of ten
percent (10%) for all account types. Additional discounts are available for those accounts where IBM has
not invested direct zSCL (z Software Client Leader) coverage.

Industry Accounts: The ten percent (10%) base Reseller discount is available for these accounts.

Enterprise, Commercial and Public Sector End User accounts: A thirty-five percent (35%)
Remarketer discount ten percent (10%) base Reseller discount plus an additional twenty-five
percent (25%) Remarketer discount is available for these accounts irrespective of any IBM
registered opportunities.

Only the Business Partner who first registers an opportunity in the Global Partner Portal (GPP), can
demonstrate sales leadership, and can fulfill the sale is eligible for the full published discounts ten percent
(10%) or thirty-five percent (35%).

Should subsequent Business Partners register a TCI for OTC opportunity in GPP, that has already been
identified and registered in GPP by another Business Partner, the following will occur:
The second Business Partner registering the opportunity will receive ten percent (10%) or thirty
percent (30%).
The third and any subsequent Business Partners registering the opportunity will receive ten
percent (10%) or twenty-eight percent (28%).

Coverage designation will continue to be performed and provided by the BPSO. No other source will be
considered valid for this purpose. It is the Business Partner's responsibility to verify the discounts for each
opportunity. IBM reserves the right to change coverage designation, the discount will be based on the
applicable coverage designation at the time of opportunity registration in GPP.

The discounts described above do not apply in Special Bid situations.

Royalty based products must be Special Bid.

Subscription & Support Product Discounts:

For the first 12 months of the initial period of S&S, the discount will be the same as the
product discount. Above 12 months in the initial period, the discount will be 10% off list price.
For incremental S&S charges associated with an OTC tools bump, the discount will be 10%

Notes:
- Product discounts apply to the OTC list price.
- The actual resell price for all licenses and S&S is determined solely by the Business Partner, and
not IBM.
- Orders will only be processed after the Business Partner registers the opportunity in the Global
Partner Portal tool (GPP). (Except in Special Bid situations where the margin will be approved in
the Special Bid)
- All registered GPP opportunities will be in effect for 180 days. No extensions will be granted. After
180 days, Business Partners will be required to register a new opportunity.

Special Bid Product Discounts

The TCI Special Bid structure, as of April 18, 2016 is:


Standard Special Bid Discounts
Discounts Off List 0 - 75% Off Net Special Bid Discounts > 75%
Industry 10% 10%
Enterprise Commercial * All deals over 100K at this discount
*Public Sector End- require IBM NA z Systems Software
Users 35% 25% executive support and approval
Enterprise Commercial
*Public Sector End-
Users (2nd BP to Register) 30% 20%
Enterprise Commercial
*Public Sector End-
Users (3rd BP to Register) 28% 18%
ELA Participation 10% 10%
Solution Edition 10% 10%

Note: only the first three Business Partners to register a given opportunity will be eligible for Special Bid.

*Includes State and Local and Public schools Public Sector End Users, Federal (includes Federal
Government) Public Sector End-Users are excluded.

Demo/Development Products

One license per z Systems Software Demo/Development CPU, free of charge, for each of
the above products the Business Partner is approved to market.

Entitlement capacity is based on the capacity of the Demo/Development machine.

Retention Period: 12 months.