XXXXXX/Partner Memorandum of Understanding

Structured Approach of Best Practices in Support of an Alliance Relationship

This Memorandum of Understanding will confirm the discussions between XXXXXX Computer Corporation ("XXXXXX") and Partner ("Partner") concerning the development of Enterprise and M! service and support business opportunities" The intent of the relationship is to develop a long#term program that increases the incremental revenues and returns to both XXXXXX and Partner b$ ta%ing an opportunistic and programmatic approach" The intent of this document is to confirm discussions regarding the nature of the relationship and principles of the partnership" This document is a Memorandum of Understanding ("M&U") onl$' however' and is not an agreement which is intended to be binding upon either XXXXXX or Partner"

I. The principles that XXXXXX will follow in developing this support relationship are:
A. XXXXXX Services !S" #usiness support activities are driven #$ an o#%ective to create greater customer value. XXXXXX ervices( goal is to lead the industr$ in integrating customer business needs with an &pen Enterprise )T infrastructure" This goal re*uires unparalleled leadership in integrating and supporting enterprise computing solutions as well as +es%top solutions" To achieve this goal' C ma$ rel$ on other companies to perform essential service activities which complement overall services and value offerings to customers" C will see% to combine creativel$ the core competencies of XXXXXX and its business partners to create ma,imum value in e$es of customers' either through superior cost-price structures or more complete' comprehensive' and compelling service pac%ages to meet customer business needs" &. 'here possi#le( XXXXXX will loo) to its XXXXXX #usiness partners to fulfill our support #usiness partnering activities. .hile man$ different t$pes of companies are engaged in the sales and deliver$ of computing services' C has a preference to team with XXXXXX/s business partners" .e view our respective roles as complementar$ and believe that there are increasing opportunities for XXXXXX and the Partner to wor% together' leveraging the strengths of both organi0ations" That includes not 1ust toda$/s strengths' but those that are developing in the Partner communit$ and within XXXXXX" &ur goal is "operational excellence", whereb$ we ma,imi0e the efficiencies and responsiveness between XXXXXX and our business partners so that the end#user gets the best solution at the best price" !. XXXXXX will #e fair and o#%ective in our selection of XXXXXX support #usiness partners. C will use reasonable business 1udgment in selecting support business partners" .e do not intend to create a competitive advantage for one business partner over another through our use of support business partners" Therefore' no incremental advantages in the sale of XXXXXX products or services (e,tra discount' mar%et development funds' and product access) will be gained as a result" )n evaluating teaming relationships for specific opportunities' XXXXXX will consider the following2 a) e,isting customer relationships-account presence # product and-or service related b) customer preference-choice c) abilit$ to meet specific services and teaming re*uirements including financial and contractual terms and conditions"

XXXXXX/Partner Confidential 02/02/14

XXXXXX t$picall$ selects support business partners that have an e,isting account presence if the re*uisite services and teaming re*uirements can be met b$ the incumbent business partner" )f there are multiple business partners present in the account possessing the re*uired capabilities' XXXXXX will engage the customer' if possible' in selecting the appropriate support business partner" )f there is no incumbent business partner and-or the customer has no preferences' XXXXXX will use reasonable business 1udgment to select the best support partner for the circumstance" *. !S will #e open to and will engage in multiple t$pes of relationships with its support #usiness partners. +epending upon the circumstances surrounding a specific opportunit$' C ma$ choose to use subcontracting relationships' teaming agreements' or other relationships" 3dditionall$' there will be opportunities where XXXXXX business partner is better positioned to ta%e a " prime" role and re*uires XXXXXX services for %e$ components of a total solution" C will be open and responsive to such relationships" XXXXXX will not' however' commit to an$ e,clusive agreements that limit or disallow a similar relationship with another XXXXXX business partner" )n either situation' both parties will review customer proposals-deliverables for content and accurac$" +. XXXXXX will see) relationships structured for e,uita#l$ shared ris)/reward. C is committed to developing on#going' long#term business relationships' not merel$ business transactions" XXXXXX is not simpl$ purchasing the services of business partners4 business partners are not simpl$ purchasing the services of XXXXXX" XXXXXX e,pects its business partners to demonstrate a long#term orientation' too" This orientation is one criterion C will use to evaluate continuall$ the merits of its support business relationships" XXXXXX and Partner believe that the sharing of ris%s' responsibilities' and rewards are inseparable from our ultimate business imperative of providing greater customer value" -. There will #e times when XXXXXX is in a competitive environment with our support #usiness partners. C ac%nowledges that there will be occasions where we find ourselves in a competitive environment with a XXXXXX business partner for a prime services integrator role" )n those cases' C will respect the business partner/s position and will not see% to limit' in an$ wa$' its independent right to compete" .. /oint &idding 3 process and team will be established for *uoting and trac%ing opportunities that XXXXXX and Partner agree to bid 1ointl$" )n the event XXXXXX or Partner elect to submit multiple *uotes for an opportunit$ and the parties have agreed to submit a 1oint bid' the part$ that elects to submit multiple bids must establish a process and procedure to protect the information developed and prepared for the 1oint XXXXXX-Partner *uote (5irewall process)" The process and procedure will be mutuall$ developed at a later date" 0. 1ead 2eferral Program This program is intended for Partners who pre#*ualif$ leads' pre#sell XXXXXX and refer the lead to C " )f XXXXXX is not alread$ aware of the opportunit$ and is able to close the sale within 67 da$s of accepting the lead' the Partner will receive a commission chec% as a referral fee" 8o referral fee will be approved' authori0ed or paid for referrals on accounts that are on the then current XXXXXX .orldwide ervices 8amed 3ccount list" The ma,imum dollar amount and referral fee percentage will be negotiated at a later date" )n addition' a mechanism will be put in place to log and trac% all approved leads"
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XXXXXX/Partner Confidential 02/02/14

II. The principles that Partner will follow in developing this support relationship are:
A. Partner3s development of an alliance practice is driven #$ our mission to increase the value4add we provide in support of its customers. Partner/s goal is to lead the industr$ in integrating customer business needs with an &pen Enterprise )T infrastructure" This goal re*uires unparalleled leadership in integrating and supporting enterprise computing solutions with an emphasis on des%top networ% integration and enterprise level support services" To achieve this goal' Partner ma$ rel$ on other companies to perform essential service activities which complement the compan$/s overall services and value offerings to customers" Partner will see% to combine creativel$ the core competencies of Partner and its business partners to create ma,imum value in e$es of customers' either through superior cost-price structures or more complete' comprehensive' and compelling service pac%ages to meet customer business needs" &. 'here possi#le( Partner #usiness partners are preferred over other t$pes of organi5ations to fulfill our support #usiness partnering activities. .hile man$ different t$pes of companies are engaged in the sales and deliver$ of computing services' Partner has a preference to team with its business partners" .e view our respective roles as complementar$ and believe that there are increasing opportunities for Partner and their business partners to wor% together' leveraging the strengths of both organi0ations" That includes not 1ust toda$/s strengths' but those that are developing in the Partner Communit$ and within Partner" &ur goal is "operational excellence," whereb$ we ma,imi0e the efficiencies and responsiveness between Partner and our business partners so that the end#user gets the best support solution at the best price" !. Partner will #e fair and o#%ective in our selection of support #usiness partners. Partner will use reasonable business 1udgment in selecting support business partners" .e do not intend to create a competitive advantage for one business partner over another through our use of support business partners" Therefore no incremental advantages in the sale of Partner products or services (e,tra discount' mar%et development funds' or increased service levels) will be gained as a result" )n evaluating teaming relationships for specific opportunities' Partner will consider the following2 a) e,isting customer relationships-account presence b) customer preference-choice c) abilit$ to meet specific services and teaming re*uirements including financial and contractual terms and conditions" Partner t$picall$ selects support business partners that have an e,isting account presence if the re*uisite services and teaming re*uirements can be met b$ the incumbent business partner" )f there are multiple business partners present in the account possessing the re*uired capabilities' we will engage the customer' if possible' in selecting the appropriate support business partner" )f there is no incumbent business partner and-or the customer has no preferences' Partner will use reasonable business 1udgment to select the best support partner for the circumstance" *. Partner will #e open to and will engage in multiple t$pes of relationships with our support #usiness partners. +epending upon the circumstances surrounding a specific opportunit$' Partner ma$ choose to use subcontracting relationships' teaming agreements' or other relationships" 3dditionall$' there will be opportunities where an Partner business partner is better positioned to ta%e a "prime" role and re*uires Partner services for %e$ components of a total solution" Partner will be open and responsive to such relationships" Partner will not' however' commit to an$ e,clusive agreements that limit or disallow a similar relationship with another
XXXXXX/Partner Confidential 02/02/14 3

Partner business partner" )n either situation' both parties will review customer proposals-deliverables for content and accurac$" +. Partner will see) relationships structured for e,uita#l$ shared ris)/reward. Partner is committed to developing on#going' long#term business relationships' not merel$ business transactions" Partner is not simpl$ purchasing the services of business partners4 business partners are not simpl$ purchasing the services of Partner" Partner e,pects its business partners to demonstrate a long#term orientation' too" This orientation is one criterion Partner will use to evaluate continuall$ the merits of its support business relationships" XXXXXX and Partner believe that the sharing of ris%s' responsibilities' and rewards are inseparable from our ultimate business imperative of providing greater customer value" -. There will #e times when Partner is in a competitive environment with our support #usiness partners. Partner ac%nowledges that there will be occasions where we find ourselves in a competitive environment with a business partner for a prime services integrator role" )n those cases' Partner will respect the business partner/s position and will not see% to limit' in an$ wa$' its independent right to compete" .. /oint &idding 3 process and team will be established for *uoting and trac%ing opportunities that XXXXXX and Partner agree to bid 1ointl$" )n the event XXXXXX or Partner elect to submit multiple *uotes for an opportunit$ and the parties have agreed to submit a 1oint bid' the part$ that elects to submit multiple bids must establish a process and procedure to protect the information developed and prepared for the 1oint XXXXXX-Partner *uote ( 5irewall process)" The process and procedure will be mutuall$ developed at a later date" 0. 1ead 2eferral Program This program is intended for Partners who pre#*ualif$ leads' pre#sell Partner and refer the lead to Partner" )f Partner is not alread$ aware of the opportunit$ and is able to close the sale within 67 da$s of accepting the lead' the Partner will receive a commission chec% as a referral fee" 8o referral fee will be approved' authori0ed or paid for referrals on accounts that are on the then current Partner 8amed 3ccount list" The ma,imum dollar amount and referral fee percentage will be negotiated at a later date" )n addition' a mechanism will be put in place to log and trac% all approved leads"
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III. &ased on these principles( XXXXXX and Partner have discussed the following structured approach for the support #usiness relationship:
:" ;" <" =" XXXXXX and Partner will pursue opportunities in the Enterprise and +es%top service and support mar%etplace" XXXXXX and Partner ma$ internall$ promote the relationship and the service solutions developed" XXXXXX and Partner will develop %e$ measures for the *ualit$ of the sales process and sales engagement" XXXXXX and Partner will ensure efficient process lin%ages for the seamless deliver$ of service e,cellence"

The Enterprise and +es%top service and support business opportunities ma$ include a 1ointl$ developed and mar%eted solution for small' medium' or large businesses" To full$ develop the des%top service and support business opportunities' the following roles could appl$2

XXXXXX could provide support for the U8)X environment" Partner could provide the order fulfillment" Partner could resell XXXXXX Professional ervices software products li%e 3rchive' Capacit$ Planner' !usiness!us' etc"
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XXXXXX/Partner Confidential 02/02/14

Partner could provide the installations' moves' adds and changes ()M3C)" XXXXXX could provide the )M3C and brea%#fi, in the XXXXXX U8)X 8T' 8 > environment" )ntel based servers could be assessed on an individual customer basis" XXXXXX could provide the single point of contact ( P&C) when the primar$ solution is designed around a XXXXXX U8)X' &?M ' 8 > solution" Partner could provide the P&C if the primar$ solution is designed around an )ntel based solution" XXXXXX could provide networ% infrastructure and application support and Partner could provide des%top application support" XXXXXX could provide the 8etwor% &peration Center (8&C) support" XXXXXX and Partner could provide a 1oint asset management solution" Partner could provide e,pertise for Microsoft' 8ovell and @otus support" Partner could handle multi#vendor environments for service or migrations" Partner could provide deplo$ment resources for E,change or Enterprise Management migrations"

The description of these roles are meant to be a guideline for custom solution development onl$' there ma$ be opportunities where these roles will not appl$" !oth companies agree that the e,ecution of this M&U does not constitute an e,clusive relationship between the companies relating to the sub1ect matter contained herein" Either part$ is free to enter similar discussions or relationships with third parties" !oth companies agree that no e,ternal publicit$' press releases' or public announcements concerning the sub1ect matter of this M&U ma$ be made b$ either part$ without the prior written consent of the other part$" !oth companies agree that the elements of the proposed relationship contemplated b$ this M&U are sub1ect to definitive written agreements satisfactor$ in form and substance to' and e,ecuted b$' XXXXXX and Partner" 8othing in this M&U shall bind the parties in an$ wa$ or create an$ liabilit$ between the parties unless and until such definitive written agreements are e,ecuted and delivered b$ the parties" Until that time' each part$ proceeds at its own discretion and bears its own ris%s and costs related to the discussions held in relation to this M&U" This M&U contains the complete and e,clusive understanding of the parties with respect to the sub1ect matter hereof' and no waiver' alteration or modification of an$ of the provisions hereof shall be binding unless in writing and signed b$ dul$ authori0ed representatives of the parties" 8either the course of conduct between the parties nor trade usage shall act to modif$ or alter the provisions of this M&U" )8 .)T8E .AEBE&5' the parties have' b$ their dul$ authori0ed representatives' e,ecuted this M&U as of the date first set forth above" 3CCEPTE+ 38+ 3CBEE+ T&2 PA2T6+2 !$2 Title2 +ate2 XXXXXX !omputer !orporation !$2DDDDDDDDDDDDDDDDDDDDDDDDDD Title2 +ate2 DDDDDDDDDDDDDDDDDDDDDDDDD

XXXXXX/Partner Confidential 02/02/14

XXXXXX/Partner Confidential 02/02/14