Microsoft Corporation ("Microsoft") and you (the "Participant" identified in the signature block below) agree to the following terms for your participation in the Microsoft® SQL Server™ 2005 Front Runner Initiative ("Front Runner Initiative").
ELIGIBILITY
1. The Front Runner Initiative is only open to those companies which (i) are currently enrolled in the Microsoft Partner Program; (ii) have a physical business location in the United States; and (iii) developers of applications built on Microsoft SQL Server 2005 ("Participants").
PARTICIPANT REQUIREMENTS
2. Commitment to Build and Ship a SQL Server 2005 Application
Participant agrees that it intends to develop a new software application or upgrade an existing application to be compatible with Microsoft SQL Server 2005. The application must be built and tested by March 31, 2006 and released to market within 90 days of that date.
3. Application Testing
Participant agrees to validate that its application supports Microsoft SQL Server 2005 by submitting to a VeriTest or equivalent authentication process.
INITIATIVE BENEFITS
4. BetaOne Services
Participants receive 10 complimentary hours of pre-launch technical support for SQL Server 2005 from Microsoft BetaOne Services. This benefit is subject to additional terms & conditions located at www.betaoneservices.com. Participant must have a valid password to access BetaOne Services.
5. VeriTest Testing
Microsoft will provide Participant with a voucher for $800 in VeriTest services for use solely in validating Participant’s SQL Server 2005 solution. Participants that have previously submitted VeriTest results for the SQL Server 2000 Platform Test for MSPP credit may not submit the results of this testing for additional MSPP credit. Voucher will only be provided for VeriTest services; any equivalent services must be obtained solely at Participant’s expense. Other information or requirements will be available on the VeriTest Web site. Participants with more than one qualifying SQL Server 2005 application will receive a voucher for up to four additional qualifying applications (a $400 value per application).
6. Front Runner Stamp
Subject to Participant’s receipt of VeriTest or equivalent authentication that its solution is built on SQL Server 2005, Participant may use the Front Runner stamp on packaging and promotional materials for its Front Runner application through March 31, 2007. The stamp may only be used to identify applications distributed in the United States. Use of the stamp is strictly subject to the guidelines set forth below.
Stamp
The Microsoft Front Runner stamp can be used by Participants only in the form provided below.
Clear Space
A minimum clearance must be maintained between the stamp and other graphical elements. The clear space (x) around the stamp is equal to the height of the F in Front Runner.
Minimum Size
In print, the minimum size (x) equals 0.75". In user interfaces and on the Web, the minimum size (x) equals 60 pixels.
Color
The stamp should always appear in black or reversed out to white.
Lockup
The stamp must be used as provided by Microsoft Corporation with no changes. The artwork elements of the stamp may never be taken apart and recombined to create new artwork.
Orientation
The stamp should always be horizontal. Never orient the stamp at an angle or on its side.
7. Postcard Template
Microsoft will provide the Participant with a customizable postcard template for use in promoting their Front Runner application. For customizable pieces, the Participant will input company name, contact information, and special offer, if applicable, in the form provided, and upload any logo to be inserted into the advertisement. Microsoft will prepare (according to the specific quantity ordered) a customized direct mail advertisement ("Direct Mail") for the Participant. Participant will have the option of uploading its customer contact information into the advertisement customization form so that Microsoft may distribute the Direct Mail on Participant’s behalf. This benefit is provided pursuant to additional terms & conditions that are available at www.mspartnerdirect.com.
8. Press Release Kit
Microsoft will provide to Participant a press release kit, including a press release template. Guidelines for use of the press release materials will be provided with the kit.
9. Trade Publication Advertisement
After it has completed the Build and Test Requirements, Participant has the option to participate in a Microsoft trade publication print advertisement that may feature a group of companies that have chosen to build solutions on SQL Server 2005.
ISV ROYALTY LICENSE AND DISTRIBUTION AGREEMENT
10. The first 200 Participants to enter into a new ISV Royalty License and Distribution Agreement will receive $5,000.00 in marketing funds from Microsoft. To be eligible, Participants must (i) enter into the ISV Royalty License and Distribution Agreement after August 1, 2005 and before March 31, 2006; (ii) be a first time participant in the ISV Royalty License and Distribution program (i.e., has never entered into a ISV Royalty License and Distribution Agreement with Microsoft before). Recipients of the marketing funds agree to provide a marketing plan according to a template that will be provided on the Front Runner Web site and to provide the results of the marketing campaign to Microsoft.
INTELLECTUAL PROPERTY RIGHTS
11. Microsoft grants to the Participant a non-exclusive, revocable license to use the Direct Mail solely for the purpose of promoting Microsoft software and your Front Runner application. This Agreement does not grant the Participant any right, title, interest, or license in or to any of Microsoft or Microsoft Corporation's names, word marks, logos, logotypes, trade dress, designs, or other trademarks. Participant shall not make any modifications to any trademarks or logos of Microsoft included in the Direct Mail as provided by Microsoft.
12. Microsoft Developer Tools (e.g., MSDN, Visual Studio) are licensed separately and Participant acknowledges that it must comply with the licensing terms governing the use of such tools.
13. Participant hereby grants to Microsoft a non-exclusive, non-transferable, worldwide license to use its company name or trademark and logo in connection with activities and publications related to this Agreement, including trade publications, press releases, and related Web sites. Participant agrees to provide Microsoft with its form of logo and company name or trademark within 30 days of executing this Agreement.
INDEMNITY
14. The Participant agrees to indemnify, pay the defense costs of, and hold Microsoft, and its affiliates, successors, officers, directors, employees, and suppliers harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses, and damages (including legal fees) arising out of, or in connection with (i) the Participant's use of the Direct Mail service, (ii) any claim or complaint relating to the violation of any person's privacy rights, (iii) any other claim arising out or of or relating breach of the Participant's warranties and/or obligations as set forth in this agreement, (iv) any claim that Participant’s logo or company name infringe the trademark of any third party, or (v) any claim or complaint relating to any special offer that Participant includes in the Direct Mail.
TERMINATION
15. Microsoft reserves the right, in its sole discretion, to terminate this Agreement without cause upon ten (10) business days’ written notice. In the event of a breach of the obligations under Sections 2, 3, 6, 10, 12, or 13, Microsoft shall have the right to terminate this Agreement and the Participant's access to and use of the Front Runner Initiative benefits immediately upon written notice to the Participant.
16. Microsoft may, in its sole discretion, terminate this Agreement immediately upon written notice if the Participant is no longer enrolled in the Microsoft Partner Program.
17. Microsoft may vary or cancel the Front Runner Initiative at any time, in its sole discretion, upon reasonable notice, which shall be posted on the Front Runner Initiative Web site.
GENERAL
18. This Agreement and the Microsoft Partner Program Agreement constitute the entire agreement between the Participant and Microsoft with respect to the Front Runner Initiative and such agreement supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the Participant and Microsoft with respect to the Front Runner Initiative. A printed version of this Agreement, the Microsoft Partner Program Agreement, and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
19. Microsoft reserves all rights not expressly granted herein.