EXHIBIT 10(ee)
[LOGO OF HEWLETT-PACKARD APPEARS HERE]
HEWLETT-PACKARD COMPANY
U.S. AGREEMENT FOR AUTHORIZED RESELLERS
SIGNATURE PAGE
ICN# 1310
LEGAL BUSINESS NAME COMPUCOM SYSTEMS INC
ADDRESS ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
PHONE, FAX # (▇▇▇)▇▇▇-▇▇▇▇ (▇▇▇)▇▇▇-▇▇▇▇
E-MAIL/INTERNET ADDRESS
--------------------------------------------------------
DBA(s)
--------------------------------------------------------
THE DOCUMENTS BELOW GOVERN THE RELATIONSHIP BETWEEN HP AND YOU FOR THE PURCHASE
AND RESALE OF HP PRODUCTS.
AGREEMENT: EXHIBITS:
X U.S. Reseller EXHIBIT L Approved Locations
--- ---
U.S. Direct Convenience Retail Supplies EXHIBIT U11 Calculator and Palmtop Computing Products
--- ---
EXHIBIT UD Calculator Distributor Products
ADDENDA: ---
*EXHIBIT U20I SEE EXHIBIT ELECTION BELOW
U.S. Dealer ---
--- EXHIBIT U40A Accessory Products
U.S. Federal Reseller ---
--- EXHIBIT U40C Consumable Products
U.S. Office Machine Distributor ---
--- EXHIBIT U41A Suppliers Reseller Accessory Products
U.S. Cad/Speciality VAR Distributor ---
--- EXHIBIT U41C Suppliers Reseller Consumable Products
U.S. Calculator Dealer ---
--- EXHIBIT U46C Convenience Retail Supplies Products
U.S. Calculator Distributor ---
--- EXHIBIT U60 Office Machine Distributor Products
U.S. Direct Value Added Reseller ---
--- X EXHIBIT U74I Reseller Personal Computing Economy
U.S. Supplies Reseller --- Program
--- EXHIBIT U8OD Cad/Speciality VAR Distributor Products
U.S. Consumer Products Distributor ---
--- *EXHIBIT U77I Channel Assembly Products
U.S. HP Channel Assembly Program ---
---
X U.S. Personal Computing Economy Program
---
AMENDMENTS:
U.S. International Direct VAR
---
Microsoft Software Product Installation Terms
---
====================================================================================================================================
EXHIBIT ELECTION
Reseller and HP agree that Reseller volume level at Net Reseller price, for HP
Products on these Exhibits, noted with a (*) above, for the term of this
Agreement is:
EXHIBIT U20I CHANNEL ASSEMBLY PROGRAM
COMPUTER RELATED PRODUCTS
LEVEL I $50,000,000 - 134,999,999 5,000 Units
---
X LEVEL II $135,000,000 - and up 15,000,000 Commercial PC Sales
---
SHIPMENT ELECTION
Please check one. Shipment elections made on March 1, 1997 regarding shipping
options apply to all products on Exhibits designated with an (*) above.
OUTLET HP will ship to all Reseller's approved shipment locations
--- as listed on Exhibit L.
X CENTRALIZED HP will ship to no more than six approved shipment
--- locations as listed on Exhibit L.
================================================================================
STATEMENT OF OWNERSHIP:
-----------------------
Form of Organization: (i.e. Corporation, General Partnership, Limited
Partnership, Sole Proprietor): CORPORATION
-------------------------------------
For a Corporation, specify whether: Publicly Held: X Privately Held:
------ -------
State of Incorporation/Organization
--------
Identify Company ownership and management structure as follows (attach
additional pages if necessary):
. Sole Proprietor: Identify all owners, officers and ownership
percentages held
. Trust: Identify Trustee(s), Administrators and
Beneficiaries of Trust
. Partnership: Identify all General Partners, Limited
Partners, Officers and ownership
percentages held
Specify dollar investment of limited
partners
. Privately Held Corporation: Identify all shareholders with class and
percentage ownership, Officers and Board of
Director Members
. Publicly Held Corporation: Identify owners of 20% or more of each class
of shares with class and percentage
ownership, Officers and Board of Director
Members
NAMES TITLES OWNERSHIP INTEREST
Percentage Ownership Type of Ownership Interest
(Dollar Investment in (Assets, Common or
Limited Partners) Preferred Shares)
-------------------- --------------------- ---------------------- -------------------------
-------------------- --------------------- ---------------------- -------------------------
-------------------- --------------------- ---------------------- -------------------------
-------------------- --------------------- ---------------------- -------------------------
If Company is 100% owned by another corporation, identify the parent
corporation's ownership and management structure above and the identity of the
parent corporation below:
-------------------------------------------------------------------------------
Parent/Owner, including DBA(s)
-------------------------------------------------------------------------------
Address
( )
-------------------------------------------------------------------------------
City State Zip Telephone
( )
-------------------------------------------------------------------------------
State of Parent/Owner's Incorporation Fax
AUTHORIZED SIGNATURES HEWLETT-PACKARD COMPANY
--------------------- -----------------------
/s/ ▇▇▇ ▇▇▇▇▇
------------------------------ ------------------------------------
Authorized Signature ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ Reseller Contracts Manager
------------------------------
Typed Name
VP Product Services February 28, 1998
------------------------------ --------------- -----------------
Title Effective Date Expiration Date
[LOGO OF HEWLETT-PACKARD APPEARS HERE]
HEWLETT-PACKARD COMPANY
U.S. AGREEMENT FOR AUTHORIZED RESELLERS
SIGNATURE PAGE
ICN# 1310
LEGAL BUSINESS NAME COMPUCOM SYSTEMS INC
ADDRESS ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
PHONE, FAX # (▇▇▇)▇▇▇-▇▇▇▇ (▇▇▇)▇▇▇-▇▇▇▇
E-MAIL/INTERNET ADDRESS
--------------------------------------------------------
DBA(s)
--------------------------------------------------------
THE DOCUMENTS BELOW GOVERN THE RELATIONSHIP BETWEEN HP AND YOU FOR THE PURCHASE
AND RESALE OF HP PRODUCTS.
AGREEMENT: EXHIBITS:
X U.S. Reseller EXHIBIT L Approved Locations
--- ---
U.S. Direct Convenience Retail Supplies EXHIBIT U11 Calculator and Palmtop Computing Products
--- ---
EXHIBIT UD Calculator Distributor Products
ADDENDA: ---
*EXHIBIT U20I SEE EXHIBIT ELECTION BELOW
U.S. Dealer ---
--- EXHIBIT U40A Accessory Products
U.S. Federal Reseller ---
--- EXHIBIT U40C Consumable Products
U.S. Office Machine Distributor ---
--- EXHIBIT U41A Suppliers Reseller Accessory Products
U.S. Cad/Speciality VAR Distributor ---
--- EXHIBIT U41C Suppliers Reseller Consumable Products
U.S. Calculator Dealer ---
--- EXHIBIT U46C Convenience Retail Supplies Products
U.S. Calculator Distributor ---
--- EXHIBIT U60 Office Machine Distributor Products
U.S. Direct Value Added Reseller ---
--- X EXHIBIT U74I Reseller Personal Computing Economy
U.S. Supplies Reseller --- Program
--- EXHIBIT U8OD Cad/Speciality VAR Distributor Products
U.S. Consumer Products Distributor ---
--- *EXHIBIT U77I Channel Assembly Products
U.S. HP Channel Assembly Program ---
---
X U.S. Personal Computing Economy Program
---
AMENDMENTS:
U.S. International Direct VAR
---
Microsoft Software Product Installation Terms
---
====================================================================================================================================
EXHIBIT ELECTION
Reseller and HP agree that Reseller volume level at Net Reseller price, for HP
Products on these Exhibits, noted with a (*) above, for the term of this
Agreement is:
EXHIBIT U20I CHANNEL ASSEMBLY PROGRAM
COMPUTER RELATED PRODUCTS
LEVEL I $50,000,000 - 134,999,999 5,000 Units
---
X LEVEL II $135,000,000 - and up 15,000,000 Commercial PC Sales
---
SHIPMENT ELECTION
Please check one. Shipment elections made on March 1, 1997 regarding shipping
options apply to all products on Exhibits designated with an (*) above.
OUTLET HP will ship to all Reseller's approved shipment locations
--- as listed on Exhibit L.
X CENTRALIZED HP will ship to no more than six approved shipment
--- locations as listed on Exhibit L.
================================================================================
STATEMENT OF OWNERSHIP:
-----------------------
Form of Organization: (i.e. Corporation, General Partnership, Limited
Partnership, Sole Proprietor): CORPORATION
-------------------------------------
For a Corporation, specify whether: Publicly Held: X Privately Held:
------ -------
State of Incorporation/Organization
--------
Identify Company ownership and management structure as follows (attach
additional pages if necessary):
. Sole Proprietor: Identify all owners, officers and ownership
percentages held
. Trust: Identify Trustee(s), Administrators and
Beneficiaries of Trust
. Partnership: Identify all General Partners, Limited
Partners, Officers and ownership
percentages held
Specify dollar investment of limited
partners
. Privately Held Corporation: Identify all shareholders with class and
percentage ownership, Officers and Board of
Director Members
. Publicly Held Corporation: Identify owners of 20% or more of each class
of shares with class and percentage
ownership, Officers and Board of Director
Members
NAMES TITLES OWNERSHIP INTEREST
Percentage Ownership Type of Ownership Interest
(Dollar Investment in (Assets, Common or
Limited Partners) Preferred Shares)
-------------------- --------------------- ---------------------- -------------------------
-------------------- --------------------- ---------------------- -------------------------
-------------------- --------------------- ---------------------- -------------------------
-------------------- --------------------- ---------------------- -------------------------
If Company is 100% owned by another corporation, identify the parent
corporation's ownership and management structure above and the identity of the
parent corporation below:
-------------------------------------------------------------------------------
Parent/Owner, including DBA(s)
-------------------------------------------------------------------------------
Address
( )
-------------------------------------------------------------------------------
City State Zip Telephone
( )
-------------------------------------------------------------------------------
State of Parent/Owner's Incorporation Fax
AUTHORIZED SIGNATURES HEWLETT-PACKARD COMPANY
--------------------- -----------------------
/s/ ▇▇▇ ▇▇▇▇▇
------------------------------ ------------------------------------
Authorized Signature ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Reseller Contracts Manager
▇▇▇ ▇▇▇▇▇
------------------------------ February 28, 1998
Typed Name --------------- -----------------
Effective Date Expiration Date
VP Product Services
------------------------------
Title
U.S. PERSONAL COMPUTING ECONOMY PROGRAM ADDENDUM
1. APPOINTMENT
A. Hewlett-Packard Company ("HP") appoints Reseller as a participant in
the HP Personal Computing Economy Program ("HP PC Economy Program").
B. This Addendum modifies the applicable terms and conditions of the U.S.
First Tier Reseller Agreement, U.S. Distributor Agreement, U.S.
Reseller Agreement, U.S. Mail Order Addendum, U.S. Retail Addendum,
U.S. Direct VAR Addendum, HP Product Categories, and Operations Policy
Manual (collectively, "Agreement"), all solely as they relate to
Reseller's purchase of personal computers made available to reseller
pursuant to the HP PC Economy Program. All terms and conditions not
specifically amended here remain in effect.
C. HP Products eligible for the HP PC Economy Program ("PC Products") are
identified in the attached Product Exhibits.
D. Reseller accepts appointment on these terms.
3. RESELLER RESPONSIBILITIES
A. Reseller may sell HP PC Products only to those of its Customers who
have been appointed by HP under its Agreement and as permitted in the
HP Product Categories.
B. Reseller agrees to:
1. Focus its activities on the marketing and sales of HP PC Products
defined in the attached Product Exhibit by strictly conforming
its marketing, promotion and sales activities to a mutually
agreed PC Economy Program marketing plan signed by HP and
Reseller.
2. Provide the following Information on a daily basis to HP,
complying with the CompTIA electronic standards as specified:
- Sell-through from Reseller to its Customers, complying with
CompTIA EDI specification 867;
- Reseller inventory, complying with CompTIA EDI specification
846;
- Reseller's shipment receipt information, complying with
CompTIA EDI specification 861.
3. Provide a monthly forecast of HP PC Product orders for the
subsequent six months, on the 15th working day of each month.
4. Provide the a weekly forecast of HP PC Product orders for the
subsequent eight weeks, on the 15th working day of each month.
4. ORDERS; SHIPMENTS; CANCELLATIONS AND CHANGES
A. Reseller's orders must comply with the shipment delivery process
defined by HP, which includes the requirement that Reseller provide a
scheduled appointment for delivery of HP PC Products no later than the
HP earliest delivery date.
B. Reseller's requested date for shipment must be within 45 days after
order date. HP reserves the right to schedule and reschedule any
order, at HP's discretion, and to decline any order for credit reasons
or because the order specifies an unreasonably large quantity or makes
an unreasonable shipment request.
C. HP will use reasonable efforts to meet scheduled shipment dates.
However, HP will not be liable for delay in meeting a scheduled
shipment date.
D. Orders cannot be canceled within two working days of scheduled
shipment date.
E. Shipments are subject to availability. If HP Products are in short
supply, HP will allocate them equitably, at HP's discretion. In
addition to any other rights HP may have under its Agreement with
Reseller, HP reserves the right to modify allocation priority as a
result of non-compliance with this Addendum.
F. Title to HP Products and risk of loss and damage will pass to Reseller
F.O.B. Destination.
5. PRICE ADJUSTMENTS; PRICE PROTECTION
A. HP reserves the right to change its list prices upon reasonable notice
to Reseller. If HP raises the list price of any PC Product, HP will
invoice based on the previous lower price for orders placed by
Reseller within 14 days (two weeks) after the effective date of the
increase.
B. If HP reduces the list prices, certain PC Products may be eligible for
a price protection credit equal to the difference between the net
price paid by Reseller and the reduced price. Eligible PC Products
will be those units in stock, capped at the number of units shipped
from HP during the previous fourteen (14) days, plus those units in
transit to Reseller at time of reduction.
C. HP will invoice based on the new reduced price for such PC Product
shipped on or after the effective date of the reduction.
D. HP will not pay price protection on any claim for price protection
submitted more than 30 days after the effective date of the price
reduction.
6. STOCK ADJUSTMENT
A. HP PC Products are not eligible for stock adjustment. HP will return
ineligible items to Reseller at Reseller's expense.
7. CUSTOMER SATISFACTION AND DEFECTIVE UNIT RETURNS
A. Pursuant to the Operations Policy Manual, HP will accept defective
unit and Customer satisfaction returns of HP PC Products. In amendment
to the Operations Policy Manual, HP PC Product returns will be
accepted up to a three-percent cap, measured by Economy Program
shipments received by Reseller during the previous quarter.
B. HP shall not be obligated to provide credit, but will honor the
Product warranty, to Reseller for HP PC Product Defective Returns
(combined with HP PC Product Customer Satisfaction Returns) exceeding
the Returns Cap.
C. Quarters are calculated as follows: February through April, May
through July, August through October, and November through January.
D. HP will return to Reseller items returned by Reseller which are
ineligible under this Addendum at Reseller's expense.
EXHIBIT U74I
RESELLER ESP ECONOMY PROGRAM
DISCOUNT SCHEDULE
A. Reseller and HP agree that Reseller's volume level, at Net Reseller price,
for HP Products on Exhibit U26I for the term of this Addendum is:
(Corresponds to U20I/U20D Level)
B. DISCOUNT SCHEDULE
============================================================
DISCOUNTS
------------------------------------------------------------
VOLUME LEVEL SHIPMENT ELECTION A
------------------------------------------------------------
LEVEL I OUTLET SHIPMENT 17%
------------------------------------------------------------
CENTRALIZED SHIPMENT 18%
------------------------------------------------------------
------------------------------------------------------------
LEVEL II OUTLET SHIPMENT 19%
------------------------------------------------------------
CENTRALIZED SHIPMENT 20%
============================================================
C. The capital letter referenced left of the product number on the Product List
indicates the applicable Discount column A above.
D. The products purchased under this Exhibit will be included in determining
whether the volume commitment under Product Exhibit U20I has been satisfied.
EXHIBIT U74I
RESELLER ESP ECONOMY PROGRAM
MATRIX
========================================================
CAT. QD MO PP SA AP WW W9O DR
--------------------------------------------------------
C1 . . . . .
========================================================
QD: Products are designated as "Qualified Distribution Products" (QD). To
purchase products from QD product categories, Reseller must have submitted
the appropriate Qualified Distribution Application and received approval to
order such products.
MO: Minimum order is $25; minimum release and ship-to is $25.
PP: Products are eligible for Price Protection.
SA: Eligible products returned for stock adjustment may not exceed 15% of the
previous quarter's invoiced amount of shipments. Restocking charges will
apply to returns in any one quarter exceeding 5% of shipments. Such
products are eligible for stock adjustment restocking charges of 3% of
list price value.
AP: Products are eligible for the HP Advantage program.
WW: Products are covered by HP's written warranty.
W90: Products are covered by HP's standard 90-day warranty.
DR: Eligible defective and customer satisfaction returns may not exceed 3% of
the invoiced amount of shipments during the previous quarter. (Except that
if the total number of defective units exceeds the returns cap percentage,
HP shall be obligated to honor the Product warranty for those units).
The HP Products listed below are U.S. versions only.
Products followed by an "@" symbol are eligible for drop-shipment.
EXHIBIT U741
RESELLER ESP ECONOMY PROGRAM
Rev. 02/98
CATEGORY Cl
A D4595T HP Vectra VL 5/200 MMX SeriesS M2500/16
A D4796T HP Kayak XA 6/266 M4300ATA--32
A D4796T ABA U.S. - English localization
A D4799T HP Kayak XA ▇/▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇--▇▇
A D4799T ABA U.S. -- English localization
A D4807T HP Kayak XA 6/233 M2500ATA--32
A D4807T ABA U.S. -- English localization
A D5042T HP Vectra VL 6/233 Series6 M2500/32 NT4
A D5042T lBZ Delete standard accessories
A D5042T ABA U.S. -- English localization
A D5043T HP Vectra VL 6/266 Series6 M2500/32 NT4
A D5043T ABA U.S. -- English localization
A D5052T HP Vectra VL 6/266MT S6 M4000/64 MXM NT4
A D5052T ABA U.S. -- English localization
A D5221T HP Vectra VL 5/200 MMX MT S5 M2500/32CDS
A D5557T HP Brio Model 8034 5/200MMX 2100/32 AB
A D5557T ABA U.S. -- English localization
A D5602T HP Vectra VE 5/200 MLIX Series4 M2100/16
A D5602T ABA U.S. -- English localization
A D5604T HP Vectra VE 5/200 MliX Ser4 M2100/32 CDS
A D5604T lBZ Delete standard accessories
A D5604T ABA U.S. -- English localization
A D5605T HP Vectra VE 5/200 Mlix Series4 M3200/32
A D5605T lBZ Delete standard accessories
A D5605T ABA U.S. -- English localization
A D5609T HP Vectra VE 5/200 Mlix MT S4 M3.2/32 CDS
A D5609T 1BZ Delete standard accessories
A D5609T ABA U.S. -- English localization
A D5612T HP Vectra VE 5/233 MMX Series4 M2100/16
A D5612T ABA U.S. -- English localization
A D5614T HP Vectra VE 5/233 MMX Ser4 M2100/32 CDS
A D5614T lBZ Delete standard accessories
A D5614T ABA U.S. -- English localization
A D5615T HP Vectra VE 5/233 Mlix Series4 M3200/32
A D5615T lBZ Delete standard accessories
A D5615T ABA U.S. -- English localization
A D5619T HP Vectra VE 5/233 Mlix MT S4 M3.2/32 CDS
A D5619T lBZ Delete standard accessories
A D5619T ABA U.S. -- English localization
A D5710T HP Vectra VL 6/233 57 M3200/32
A D5710T lBZ Delete standard accessories
A DS7lOT ABA U.S. -- English localization
A D5711T HP Vectra VL 6/233 S7 M3200/32 NT4
A D5711T lBZ Delete standard accessories
A D57llT ABA U.S. -- English localization
A D5739T HP Vectra VL 6/333 MT S7 M6400/64 MXM NT
A D5739T lBZ Delete standard accessories
A D5739T ABA U.S. -- English localization
A D5830T HP Brio Model 8316 6/233 4000/32 B
A D5832T HP Brio Model 8337 6/266 4000/32 AB
A D5833T HP Brio Model 8377 6/266 8000/32 ABC
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