IBM 2011 Power ISV Solution Connection Program

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IBM Power ISV Solution Connection Program Announcement Letter No.ZA11-1004 dated January 04, Last revised on October 12, Table of Contents IBM Power ISV Solution Connection Program The offer Eligible products Start and/or end dates Where is it available? Additional information/condition History of Revisions The offer Effective October 04, and during Q4-: - Any new opportunities registered in Q4- and invoiced by IBM by December 31,, IBM will pay an additional 50% of the published rebate (for ISVs that are already registered for the promotion). - For any new ISV who joins the program in Q4- by having a marketing plan approved by IBM, then any opportunities registered with IBM and invoiced by IBM by December 31,, IBM will pay DOUBLE the published rebates. - All other terms and conditions for this program remain the same. To recognise Business Partner Solution Providers increased support of IBM products by working with ISVs to identify and close deals involving selected IBM Power Systems products, IBM will pay Solution Providers an additional rebate for every deal they close that involves a qualifying ISV and an ISV solution. To be eligible for this offer, the following requirements must be met: The Solution Provider must submit a quarterly Marketing Plan to the IBM Power Systems Channel Manager (see list in the Additional Information section). The Marketing Plan must include the following: Name of the ISV ISV Contact Name, Email, Phone Number Name of the Solution Provider List of planned actions (Action Plan) Expected number of opportunities and revenue generated

An ISV can be listed by more than one Solution Provider. A Solution Provider may list also themselves if they are registered IBM ISV for Power Systems. When the Solution Provider submits the Marketing Plan they formally apply to participate in the Program and agree that IBM will disclose details of the rebates offered to the Solution Provider, to the ISVs to whom IBM also promotes this Program. The IBM Power Systems Channel Manager may require additional information from the Solution Provider before making a decision on allowing the Solution Provider s participation in the Program. The IBM Power Systems Channel Manager s decision will be communicated to the Solution Provider by email within five working days from the receipt of the Marketing Plan and will be final. Participating ISVs should register opportunities and name their co-operating IBM Business Partner Solution Provider by sending the Opportunity Registration Form (Appendix A) to the IBM Power Systems Channel Manager covering the country of the customer s address. Eligibility will then be confirmed to the ISV and their nominated Solution Provider once the opportunity has been validated and deemed to be eligible. The Solution Provider is expected to enter the opportunity in GPP. The registration of the transaction must include clear reference that the ISV is working with the Solution Provider on the opportunity that has lead to the order. In order to comply with this requirement, the Solution Provider s name, the End User Customer s name and the Hardware Product Platform must match in the registration and the order (sales out record). If the ISV is registered in more than one Solution Provider s Marketing Plan, the rebate will be paid if the contract is won by the Solution Provider the ISV named as his co-operating partner. The date of the registration must precede the order (from Distributor inventory: sales out) date but must not be before January 01,. Any rebate payment that may be due according to the terms of this Program will not be processed until the registration is confirmed. The ISV must confirm that they are selling an application solution to the named End User Customer and that solution will be deployed on the IBM hardware sold in the qualifying transaction. In the case that IBM wanted to audit the Solution Provider s rebate claim and further proof of the solution sale will be required, the Solution Provider and the cooperating ISV must be able to provide evidence that the application solution sale took place and the solution has been deployed on the qualifying IBM hardware. As such a proof a signed Project Plan with relevant information included or a solution invoice dated 180 calendar days before or after the IBM hardware order date (order placed with IBM) or sales out date may be accepted.

Notes: For the purposes of this Program a qualifying ISV (Independent Software Vendor) is a company who is registered with IBM as a Developer and/or Reseller of application solutions and has been validated by IBM for the Value Seller or Value Match Programs. The ISV, therefore, will have an IBM PartnerWorld registration number (CEID) and be listed for the country of the End User Customer of the opportunity on the following website: http://public.dhe.ibm.com/partnerworld/pub/misc/value_match_plus_power_syste ms_isv.pdf If the ISV is not yet registered with IBM and does not have an IBM PartnerWorld registration number (CEID) but has been deemed to be eligible by the IBM POWER Systems Channel Manager, the ISV must agree to request IBM PartnerWorld registration as an ISV no later than the end of the quarter when the ISV has been approved for the Program. IBM will encourage ISVs to promote IBM POWER Systems hardware to run the ISV s application solution in the End User Customer business. ISVs will be encouraged also to work closely with IBM POWER Systems hardware remarketers and will be made aware that their co-operation may earn them a reward through the Solution Provider as IBM expects that the Solution Provider shares the benefits of this Program with their co-operating ISV. Eligible products IBM Power products: The following Power products sold with any operating system: Description Machine Type Model Rebate (USD) per machine if sold with AIX or Linux OS* USD Rebate (USD) per machine if sold with IBM i* USD BladeCenter JS12 7998-60X 750 1200 BladeCenter PS700 8406-70Y $750 $1200 BladeCenter PS701 Express 8406-71Y $750 $1200 BladeCenter PS702 Express 8406-71Y $750 $1200 BladeCenter PS703 Express 7891-73X $750 $1200 BladeCenter PS704 Express 7891-74X $750 $1200 Power System 750 8233-E8B 3000 4500 Power Model 710 Express 8231-E2B 1500 2000

Power Model 710 Express 8231-E1C 1500 2000 Power Model 720 Express 8202-E4B 1500 2000 Power Model 720 Express 8202-E4C 1500 2000 Power Model 730 Express 8231-E2B 1500 2000 Power Model 730 Express 8231-E2C 1500 2000 Power Model 740 Express 8205-E6B 1500 2000 Power Model 740 Express 8205-E6C 1500 2000 * or local currency equivalent (see Appendix C) Please note that IBM limits the number of systems for which the incentive is paid for the same customer opportunity to three. Including in eligible products: Eligible products sold from Distributor s Inventory SDI products Model Upgrades Order backlog (orders placed but not yet shipped) that meets the requirements Products purchased under special bid terms (including frame agreement and IVO offerings) Excluding: All MES Products 'after market' (MES) orders for features Products purchased under demonstration or development terms Products purchased for IBM BP internal use or Managed Services provided by the Business Partner All used equipment Orders for Try and Buy equipment This program rebate can be combined with other discounts, credits or rebates on the eligible products. Start and/or end dates The eligible hardware product must have been ordered by the IBM Business Partner from IBM on or after January 01, but no later than December 31,. In case the hardware order is fulfilled by a Distributor from the Distributor s inventory, the sales out date of the eligible hardware must be between January 01, and December 31, inclusive, as reported by the Distributor in the IBM Sales Out Reporting Tool (SORT). Where is it available?

This Program is valid for all IBM Power Systems Solution Providers who have signed the appropriate IBM Business Partner Agreement in Europe, Middle East and Africa. Additional information/condition IBM Power Systems Channel Managers: Geography Countries Channel Manager email Alps IMT Austria. Switzerland Agnes Seiler asei@ch.ibm. com Germany IMT Germany Wolfgang Berger haberge@de.i bm.com Nordics IMT Denmark, Finland, Iceland, Norway, Sweden, Anders Rådlund RADLUND@ se.ibm.com UKI IMT United Kingdom, Ireland Nick Emerson nick_emerson @uk.ibm.com Benelux Belgium, Luxemburg, Netherlands Freek Segers freek_segers @nl.ibm.com France IMT France Omar Archer archer@fr.ib m.com Italy IMT Italy Giandomenico Gaspari g_gaspari@it. ibm.com SPGI IMT Spain, Portugal, Greece, Israel, Cyprus Eduardo Gomez Cabero egcabero@es. ibm.com CEE GMT Albania, Bosnia & Herzegovina, Bulgaria, Croatia, Czech Republic, Estonia, Hungary, Kosovo, Latvia, Lithuania, Macedonia, Moldova, Montenegro, Poland, Romania, Serbia, Slovakia, Slovenia, Turkey. Armenia, Azerbaijan, Belarus, Georgia, Kazakhstan, Kyrgyzstan, Russia, Tajikistan, Turkmenistan, Ukraine, Uzbekistan Pavel Vlk pavel_vlk@cz.ibm.com MEA GMT Afghanistan, Algeria, Bahrain, Egypt, Iran, Iraq, Jordan, Kuwait, Lebanon, Libya, Morocco, Northwest Africa, Oman, Pakistan, Mohamed Naceur Trabelsi mntrabelsi@a e.ibm.com

Palestine, Qatar, Saudi Arabi, Sudan, Syria, Tunisia, United Arab Emirates, Western Sahara, Yemen. Angola, Benin, Botswana, Burkina Faso, Burundi, Cameroon, Cape Verde Islands, Central Africa, Central African Republic, Chad, Congo, Congo Rep, Djibouti, Equatorial Guinea, Eritrea, Ethiopia, Gabon, Gambia, Ghana, Guinea, Guinea- Bissau, Ivory Coast, Kenya, Lesotho, Liberia, Madagascar, Malawi, Mali, Mauritania, Mauritius, Mozambique, Namibia, Niger, Nigeria, Rwanda, Sao Thome Island, Senegal, Seychelles, Sierre Leone, Somalia, South Africa, Swaziland, Tanzania, Togo, Uganda, Zambia, Zimbabwe. The IBM Power Systems Channel Manager (above) will provide the list of approved Solution Providers to IBM BPSO. In case that the eligible system is sold out from Distributor inventory with a Value Seller Adder, the Distributor s claim must be received by IBM within 30 calendar days after the sales out date of the qualifying system. The sales-out date must be within the validity period of this Program (see 'Start and/or End Dates' section). Solution Providers will not be eligible for this Program if they, or their ISV, hold a contract with a Public Sector End User Customer to advise on the selection of products or services. When you market to Public Sector End Users for whom you do not hold a contract to advise on the selection of products and services, if required by law or by such End User's policies or procedures, you must notify the Public Sector End User Customer in writing of your role in marketing IBM products and services including that you may receive a bonus from IBM for such marketing activities and provide IBM with a copy of the written notice. In the event you violate any of these provisions, IBM is not liable to pay you rebate, and if we have already paid you, you agree to repay it promptly on demand.

A Public Sector End User shall be defined as the (i) government of any country, state, city, county, town, territory or other municipality, (ii) any corporation, educational institution or other entity that is owned or controlled by, or subject to the procurement regulations of, any entity in subsection (i) immediately above, and (iii) any prime contractor who holds a contract with any entity in subsections (i) and (ii) immediately above. How to claim Tier 2 Business Partner Solution Providers must nominate an IBM Business Partner Distributor as their Payment Agent by completing the form in Appendix B and sending it to their nominated Distributor for the claim process. The nominated Distributor must be in the same country as the Solution Provider and where the sale was conducted. The nominated Distributor must send a claim either via e-claimer or to IBM BPSO at chwpromoclaims@sk.ibm.com no later than January 31, 2012 including the following information: Reference PLET ZU11-0207 Name of the IBM Business Partner Solution Provider Name of the IBM Business Partner Distributor. The ISV s confirmation that they are selling an application solution to the named End User Customer and that solution will be deployed on the IBM hardware sold in the qualifying transaction. Distributor Order Number. The MTM of the eligible POWER hardware sold. The Operating System description (AIX, Linux, IBM i) and feature number Amount of Rebate claimed Written confirmation that for any Public Sector transactions you do not hold a contract with the Public Sector End User Customer to advise on the selection of products or services. Copy of your notification to the Public Sector End User Customer of your role in marketing IBM products and services and you may receive an incentive payment from IBM for such marketing activities. Business Partners Solution Providers will be paid via Distributor as payment Agent as follows: The earned rebate amount will be applied as a credit in local currency, by IBM to the nominated IBM Business Partner Distributor, whom the Tier 2 Business Partner Solution Provider has nominated as his 'payment agent' within 45 days of receiving complete and accurate documentation for the claim. All payments made to Business Partner Solution Providers Payment Agents will receive an automatic uplift of 5%. Applicable Credit Notes will clearly show the name of the T2 Business Partner Solution Provider, the incentive or program to which the payment relates, the

incentive payment amount calculated by IBM as earned by the T2 and the total amount credited. It is the Business Partner Solution Provider responsibility to agree with their Payment Agents any terms upon which it is performed. The following Standard Terms and Conditions apply: IBM reserves the right to request additional information concerning the relevant transactions at any time and to reject requests which the eligibility criteria is not met. This Program rebate is in addition to the base discount that your company would normally receive for these products as specified in the applicable IBM Distributor Product Exhibit within the IBM Business Partner Agreement. If IBM determines during its audit activities that the relevant transaction(s) do not qualify for the Program, in addition and without prejudice to any rights IBM may have under the Business Partner Agreement or otherwise in law in respect of such transaction (s), the relevant discounts shall become repayable to IBM and IBM may recover such sums directly from the Business Partners. IBM makes no commitment that this promotional discount/rebate will apply in any future program. IBM reserves the right to modify or withdraw this promotion at any time. Void where prohibited, restricted or taxed.

History of Revisions Date of revisions October 12, October 04, September 27, April 19, Details of revisions 1) Add new products to the Eligible Products list: - Power Model 710 Express (8231-E1C) - Power Model 730 Express (8231-E2C) - Power Model 720 Express (8202-E4C) - Power Model 740 Express (8205-E6C) 2) Remove 520 (8203-E4A) and 550 (8204-E8A) models from Eligible Products list. 3) Remove BladeCenter JS22 (7998-61X); BladeCenter JS23 Express (7778-23X) and BladeCenter JS43 Express (7778-23X) 4) Update CEE GMT contact - Any new opportunities registered in Q4, and invoiced by IBM by 31/12 will pay an additional 50% (for ISVs that are already registered for the promotion). - For any new ISV who joins the program in Q4 by having a marketing plan approved by IBM, then any opportunities registered with IBM and invoiced by IBM by 31/12 will pay DOUBLE the published rebates. Update Nordics Power Channel Manager Contact State that the nominated Distributor must send a claim either via e-claimer or to IBM BPSO at chwpromoclaims@sk.ibm.com no later than January 31, 2012 Effective date of change October 12, October 04, September 27, April 19, April 12, April 01, Add Power 7 Blades: 7891-73X and 7891-74X to the eligible Hardware Models to the eligible products list April 12, - Correct Exchange Rate for Switzerland April 01,

APPENDIX A: IBM POWER ISV Solution Connection Program (ZU11-0207) - Opportunity Registration Form (To be completed by the Business Partner Solution Provider) Please copy this form into an email, complete all fields and send to the relevant IBM POWER Systems Channel Manager. Hereby we register with IBM POWER Systems the following opportunity for the sale of a POWER Systems model to an End User Customer to whom our company has sold/intends to sell a business application to be run on the new POWER System model being offered. Our company operates as an Independent Software Vendor (ISV) registered with IBM through IBM s PartnerWorld program. Country of your company (ISV): Name of your company (ISV): IBM PartnerWorld registration number: Your contact for this opportunity (First Name, Surname, email address): Phone number: Name of customer: Address of customer (House number, Street, City, Post code) Name of Hardware Vendor: (Please specify either IBM or name of Business Partner you have been working with to offer the solution with IBM POWER Systems hardware to the customer) Hardware Vendor s Contact Name and E-mail address: Brief description of the project:

I certify by submitting this form that I am in compliance with the terms and conditions of the POWER Systems ISV Solution Connection Program, and that all of the information I have entered on this Opportunity Registration form is accurate, complete, and in accordance with the request instructions. Name: Date: Title and Company name: This data, at any time revocable for you, may be stored by IBM or an affiliate on an international server and used by IBM and its Business Partners. However, your data will only be used for this transaction and program.

APPENDIX B: IBM POWER ISV Solution Connection Program - Nomination of Distributor as Payment Agent ZU11-0207 (To be completed by the Business Partner Solution Provider) Solution Provider / Reseller Information Company Name: City: Post / Zip Code: Country: Telephone: We request payment via the following IBM Business Partner Distributor to be our nominated 'Payment Agent for payments earned under the IBM POWER ISV Solution Connection Program. Distributor Name: Country, Location: Contact Name: Address: Telephone: e-mail: Solution Provider / Reseller Signature: Name (Please Print): Position: Date:

APPENDIX C: LOCAL CURRENCY CONVERSION COUNTRY LOCAL CURRENCY LC / 1 US$ (LC) Eurozone EURO 1.0 Denmark Krone 7.6 Iceland Krona 87.5 Norway Krone 8.3 Sweden Krona 8.6 Switzerland Franc 1.1 United Kingdom Pound 0.645