MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENT
 
 AGREEMENT SUMMARY AND SIGNATURE PAGE
 This Microsoft Operations Digital Distribution Agreement (Agreement) is entered into between:
 Microsoft Corporation
 Microsoft
 AND
 Digital River, Inc.
 Company
 Effective and Expiration Dates:
    
    This Agreement commences on September 1, 2006 (the Effective Date) and, unless
terminated earlier, expires on August 31, 2009 (the Expiration Date).Purpose and Scope:
    
    This Agreement establishes the terms and conditions under which Company shall
perform certain E-Commerce Activities for Microsoft, including, distribution,
fulfillment and delivery functions related to digital distribution of Microsoft
Products.
 This Agreement consists of the following:
 
    
    This Agreement Summary and Signature Page
    
    The Contact and Notices Information Page
    
    The General Terms and Conditions
    
    Inventory Management Terms and Conditions
    
    Policies and procedures referenced and incorporated into this Agreement
    
    The Following Exhibits:
 
    
    Exhibit A: Vendor Administrative Guidelines (VAG)
    
    Exhibit B: Non-Disclosure Agreement (Dated October 12, 2001)
    
    Exhibit C: Microsoft Supply Chain Security Policies and Requirements (Version 4)
    
    Exhibit D: Template  Affiliate Agreement
    
    Exhibit E: Microsoft Release Services Manager Site License Agreement
 Microsoft and Company enter into this Agreement by signing below.
 MICROSOFT CORPORATION
    
    
    
    DIGITAL RIVER, INC.Signature:
    
    
    
    
    
    
    
    Signature:Print Name:
    
    
    
    
    
    
    
    Print Name:Title:
    
    
    
    
    
    
    
    Title:Date:
    
    
    
    
    
    
    
    Date:
 
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    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. 1




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MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENT
 CONTACT AND NOTICES INFORMATION PAGE
 Address for Notices
 Legal Notice Contact Information
 Microsoft
    
    CompanyStreet Address, City, State, Country, Zip Code, Facsimile:
    
    Street Address, City, State, Country, Zip Code:[*]
    
    [*]Notices Contact(s):
    
    Notices Contact(s):With Copy To:
    
    With Copy To:[*]
    
    [*]
  
 *
    
    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. 2




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GENERAL TERMS AND CONDITIONS
 1. Certain Definitions .
 (a) Affiliate
 (b) Agreement
 (c) Authorized Party
 (d) Customer
 (e) Deliverables
 (f) E-Commerce Activities
 (g) Facility
 (h) Including without limitation
 (i) Insolvent
 (j) Intellectual Property
 (k) Inventory
 (l) Materials
 
 *
    
    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. 3




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(m) Personal Information
 (n) Product
 (o) SOW
 (p) Subcontractor
 (q) VAG
 (r) Company IP
 2. E-Commerce Activities .
 (a) Performance of E-Commerce Activities; Compliance with Laws
 (b) No Exclusivity; No Minimum Commitments
 (c) E-Commerce Activities to Microsoft or Authorized Parties
 (d) Restrictions on the Scope of E-Commerce Activities
 (i)
 
 *
    
    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. 4




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(ii)
 (iii)
 (e) Companys Personnel, Subcontractors and Affiliates
 (i) Appointment of Account Manager
 (ii) Selection, Training and Removal of Personnel
 (iii) Use of Subcontractors
 (A)
 (B)
 (C)
 (D)
 (E)
 (F) Minority-Owned and Operated Businesses Minority Person or Persons Women-Owned and Operated Businesses
 
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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
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(iv) Use of Company Affiliates
 (A)
 (B)
 (C)
 (f) Companys Technology
 (i) Selection and Compatibility of Technology
 (ii)
 (iii) Avoidance of Illicit Code
 (iv) Use of Microsoft Technology
 (v) Independent Audit
 (g) Companys Duty of Ongoing Improvement and to Apply Best Practices
 (h) Performance Review
 (i) Companys Duty to Cooperate in Fraud-Prevention Efforts not
 (i)
 
 *
    
    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. 6




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(ii)
 (iii)
 (iv)
 (j) Companys Use of Microsoft Facilities significant
 (k) Access to Microsoft Systems and Tools
 (l) Export and Trade Controls
 (i) http://www.microsoft.com/exporting/ http://www.microsoft.com/exporting/
 (ii)
 (iii)
 3. Compensation for E-Commerce Activities .
 (a) Microsofts Payment of Fees & Pass-Through Costs Fees Pass-through Costs
 (b) MS Invoice Requirements http://invoice.microsoft.com
 (c) Payment by Microsoft
 
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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
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(i)
 (ii)
 (iii)
 (iv)
 (d)
 4. Microsoft Policies and Procedures .
 (a) Vendor Administrative Guidelines
 (b) Trademark Usage Requirements Trademarks http://www.microsoft.com/trademarks/
 (c) Microsoft Supply Chain Security Policies and Procedures
 (d) Changes to Microsoft Policies and Procedures.
 5. Ownership and Use of the Parties Respective Intellectual Property .
 (a) Companys Use of Materials
 (i) License to Use Materials
 (ii) Use of Equipment and Tools Equipment
 
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    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. 8




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(A)
 (B)
 (C)
 (D)
 (E)
 (F)
 (iii) Termination of License and Return of Materials
 (b) Companys Use of Non-Microsoft Intellectual Property in the Performance of E-Commerce
Activities
 (i) Use of Third Party Intellectual Property
 (ii) Limitation on Use of Company and Third Party Intellectual Property That Could
Encumber Microsoft Intellectual Property.
 (A)
 (B)
 (C)
 (iii)
 (iv) Rights to Third Party Intellectual Property That Is Incorporated Into or Required For
the Use of Deliverables or Inventory.
 (c) Ownership and Use of Deliverables
 
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    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
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(i)
 (ii) Companys Assistance
 (iii) Inventions
 (iv)
 (v) Title and Non-Infringement with Respect to E-Commerce Activities, Deliverables and
Company IP
 (vi) Company Intellectual Property
 (d) Restrictions Related to Use of Publicly Available Software
 6. Reports, Audits & Inspections
 (a) Reporting
 (b) Record-Keeping Requirements
 
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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. 10




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(c) Financial Information
 (d) Audit
 (i)
 (ii)
 (e) Facility Inspections
 (f) Sarbanes-Oxley Compliance; SAS-70 Report
 7. Confidentiality, Privacy, Data Protection and Publicity .
 (a) Confidentiality NDA
 
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    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. 11




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(i)
 (ii)
 (b) Limitations on Companys Collection and Use of Personal Information.
 (i) Limitations on Collection and Use of Personal Information http://members.microsoft.com/vendorguide
 (ii) Limitations on Disclosure of Personal Information
 (iii) Protection of Personal Information
 (iv) Return or Destruction of Personal Information
 (A)
 (B)
 (c) Publicity
 8. Security .
 
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    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. 12




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(a) Companys Obligation to Protect Materials, Inventory and Confidential Information
 (b)
 (c) Subcontractor Audits.
 (d) Protecting Facilities Restricted Areas
 9. Disaster Planning; Obligations in Event of Unavoidable Delay .
 (a) Disaster Planning
 (b) Obligations in the Event of Unavoidable Delay
 (i)
 (ii)
 
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    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. 13




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10. Insurance Requirements .
 11. Taxes .
 (a) Tax Obligations Generally
 (b) Tax Obligations Relating to Companys E-Commerce Activities
 12. Disclaimer of Implied Warranties .
 13. Remedies .
 (a) Indemnification
 (i) Mutual Indemnity Indemnified Party Third Party Claims
 (A)
 (B)
 
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    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. 14




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(C)
 (ii) Microsofts Limited Indemnity for Infringement
 (iii) Notice of Claims
 (iv) Settling Claims
 (b) Companys Duties In Connection with Infringing Deliverables, E-Commerce Activities and
Company IP
 (i)
 
 *
    
    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. 15




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(ii)
  (c) Specific Remedy for Misuse or Loss of Microsoft Property
 (i)
 (ii)
 (iii)
 (d) Certain Remedies in Case of Non-Conforming E-Commerce Activities or Deliverables.
 (e) Injunctive Relief
 14. Exclusion of Consequential Damages .
 (a) EXCLUSIONS
 (b) EXCEPTIONS TO EXCLUSIONS
 (i)
 (ii)
 (iii)
 (iv)
 15. Termination .
 
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    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. 16




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(a) Termination For Convenience by Microsoft.
 (b) Termination For Cause.
 (i)
 (ii)
 (A)
 (B)
 (C)
 (D)
 (E)
 (c) Effect of Termination or Expiration
 
 *
    
    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. 17




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(i) Effect of Termination for Convenience.
 (d) [*]
 (e) Surviving Sections
 16. Governing Law; Consent to Jurisdiction.
 17. Relationship.
 18. Assignment .
 19. No Waiver .
 20. Severability .
 21. Amendments and Addition or Changes to SOWs .
 (a) Adding SOWs
 
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    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. 18




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(b) Change to Scope of E-Commerce Activities Update Notice
 (i)
 (ii)
 (iii)
 22. Entire Agreement; Order of Precedence . AND
 END OF GENERAL TERMS AND CONDITIONS
 
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    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. 19




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INVENTORY MANAGEMENT TERMS AND CONDITIONS
  IM-1. Microsoft Inventory and Related Materials  Term Defined .
 (a) BOM
 (b) Components
 (c) Microsoft Inventory and Related Materials
 IM-2. Performance.
 IM-3. Title Vested in Microsoft; Companys Role as Bailee and Trustee .
 (a) Title to Inventory and Raw Materials and Companys Related Rights
 (b) Title to Raw Materials and Components
 (i)
 (ii)
 (iii)
 (iv)
 (c) Effect of Forecasts; Option to Purchase Raw Materials
 (d) Companys Role Merely Possessory; Obligations as Bailee
 (i) Companys Status and Obligations as Bailee or Consignee
 
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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
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(A) Property of Microsoft
 (B)
 (C)
 (D)
 (ii) Declaration of Trust
 (A)
 (B)
 (C)
 (e) Companys Grant of Security Interest
 (i) Precautionary Grant
 (ii) Companys Obligation to Cooperate with Microsoft
 (iii) Acknowledgement from Companys Creditors
 IM-4. Management of Inventory .
 (a) General
 (b) Companys Protection of Inventory and Materials
 (i)
 (ii) Hazard
 
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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
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(iii)
 (c) Companys Storage and Disposition of Damaged or Returned Product
 (d) Detention and Demurrage .
 (e) Disposition of Inventory and Work in Progress
 (i) Disposition of Inventory and Work in Progress  Binding Forecast or Order
 (A)
 (B)
 (C)
 (ii) Disposition of Inventory and Work in Progress  Non-Binding Forecast
 (A)
 (B)
 (C)
 
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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
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IM-5. [*] IM-6. [*]
 IM-7. Manufacturing Standards and Quality Control .
 (a) Manufacturing Standards
 (b) [*]
 END OF INVENTORY MANAGEMENT TERMS AND CONDITIONS
 
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    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. 23




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EXHIBIT A
 TO:
    
    THE MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENTBETWEEN:
    
    MICROSOFT CORPORATIONAND DIGITAL RIVER, INC.DATED:
    
    September 1, 2006NAME
    
    Microsoft Vendor Administrative Guidelines
 
 *
    
    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. 24




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EXHIBIT B
 TO:
    
    THE MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENTBETWEEN:
    
    MICROSOFT CORPORATIONAND DIGITAL RIVER, INC.DATED:
    
    September 1, 2006NAME
    
    Non-Disclosure Agreement
 
   Definition of Confidential Information and Exclusions.
   Obligations Regarding Confidential Information
 (a)
    
    Receiving Party shall:
 (i)
    
    Refrain from disclosing any Confidential Information of the Disclosing
Party to third parties for five (5) years following the date that Disclosing Party
first discloses such Confidential Information to Receiving Party, except as
expressly provided in Sections 2(b) and 2(c) of this Agreement,(ii)
    
    Take reasonable security precautions, at least as great as the
precautions it takes to protect its own confidential information, but no less than
reasonable care, to keep confidential the Confidential Information of the
Disclosing Party;(iii)
    
    Refrain from disclosing, reproducing, summarizing and/or distributing
Confidential Information of the Disclosing Party except in pursuance of Receiving
Partys business relationship with Disclosing Party, and only as otherwise provided
hereunder; and(iv)
    
    Refrain from reverse engineering, decompiling or disassembling any
software code and/or pre- release hardware devices disclosed by Disclosing Party to
Receiving Party under the terms of this Agreement, except as expressly permitted by
applicable law.
 
 *
    
    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. 25




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Remedies
  Miscellaneous
     
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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. 26




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Suggestions and Feedback
   
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    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. 27




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EXHIBIT C
 TO:
    
    THE MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENTBETWEEN:
    
    MICROSOFT CORPORATIONAND DIGITAL RIVER, INC.DATED:
    
    September 1, 2006NAME
    
    Microsoft Supply Chain Security Policies and Requirements (Version 4)
 [*]
 
 *
    
    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. 28




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EXHIBIT D
 TO:
    
    THE MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENTBETWEEN:
    
    MICROSOFT CORPORATIONAND DIGITAL RIVER, INC.DATED:
    
    September 1, 2006
 TEMPLATE  AFFILIATE AGREEMENT
 Affiliate Microsoft Company
 
 
 
    MICROSOFT CORPORATION
    
    
    
    [AFFILIATE]Signature:
    
    
    
    
    
    
    
    Signature:Print Name:
    
    
    
    
    
    
    
    Print Name:Title:
    
    
    
    
    
    
    
    Title:Date:
    
    
    
    
    
    
    
    Date:DIGITAL RIVER, INC.Signature:Print Name:Title:Date:
 
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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. 29




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EXHIBIT E
 TO:
    
    THE MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENTBETWEEN:
    
    MICROSOFT CORPORATIONAND DIGITAL RIVER, INC.DATED:
    
    September 1, 2006NAME
    
    Microsoft Release Services Manager Site License Agreement
 [Attached]
 
 *
    
    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. 30