exv10w29






Exhibit 10.29




AMENDMENT TO MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENT




Certain confidential information contained in this document, marked by asterisks, has been omitted

and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the

Securities Exchange Act of 1934, as amended.



AMENDMENT SUMMARY AND SIGNATURE PAGES



This Amendment (“Amendment”) to the Microsoft Operations Digital Distribution Agreement is entered into between:




Microsoft Corporation




     A corporation organized under the laws of the State of Washington, U.S.A. (“Microsoft”)



AND




Digital River, Inc.




     A company organized under the laws of the State of Delaware, U.S.A. (“Company”)



	 	 	 
	Amendment Effective Date and
Expiration Date:

	 	This Amendment shall become effective on the latter of the two signature dates
set forth below. Unless terminated earlier pursuant to the terms of the
Agreement, this Amendment shall expire on September 1, 2011 (the “Amendment
Expiration Date”).
	 
	 	 
	Purpose and Scope:

	 	Company and Microsoft are parties to a Microsoft Operations Digital Distribution
Agreement dated September 1, 2006 (as the same may have been amended,
supplemented or otherwise modified from time to time, the “Agreement”), pursuant
to which Company has provided E-Commerce Activities to Microsoft in accordance
with the terms of the applicable SOWs.
	 
	 	 
	 

	 	In addition to the E-Commerce Activities originally contemplated in the
Agreement, Company resells and distributes, as a seller of record, certain
Microsoft Products to End-Users under the terms of a Direct Reseller Addendum to
the Agreement dated September 1, 2006 (as the same may have been amended,
supplemented or otherwise modified from time to time, the “Direct Reseller
Addendum”).
	 
	 	 
	 

	 	[*] This Amendment may be referred to by the Parties in other agreements between
the Parties as the “2009 Pricing Amendment (NA/LATAM).”






This Amendment consists of the following:





	 	•	 	This Amendment Summary and Signature Page
	 
	 	•	 	The Amendment Terms and Conditions
	 
	 	•	 	Attachment 1: [*]





Microsoft and Company enter into this Amendment by signing below.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MICROSOFT CORPORATION	 	 	 	DIGITAL RIVER, INC.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Signature:

	 	 	 	 	 	 	 	Signature:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Print Name:
	 	 	 	 	 	 	 	Print Name:	 	 	 	 
	 

	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Date:
	 	 	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 	 	 
	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	Confidential treatment has been requested for portions of this agreement. The copy
filed herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this agreement has been filed separately with the Securities
and Exchange Commission.




 









 










AMENDMENT TERMS AND CONDITIONS




     1. [*]



     2. Definitions. Capitalized terms used in and not otherwise defined in this Amendment
or Attachment 1 to this Amendment shall have the meanings given to them in the Agreement, the
Direct Reseller Addendum or the Windows Marketplace Addendum (as the case may be).



     3. No Further Amendment. Except as expressly modified by this Amendment, the
Agreement, the Direct Reseller Addendum, the Windows Marketplace Addendum and the existing SOWs
shall remain unmodified and in full force and effect.



     4. Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original and as executed shall constitute one agreement, binding on
both parties even though both parties do not sign the same counterpart.



END OF AMENDMENT TERMS AND CONDITIONS






 




			
	*	 	Confidential treatment has been requested for portions of this agreement. The
copy filed herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this agreement has been filed separately with the Securities
and Exchange Commission.




 









 










ATTACHMENT 1

[*]




 




			
	*	 	Confidential treatment has been requested for portions of this agreement. The
copy filed herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this agreement has been filed separately with the Securities
and Exchange Commission.