Exhibit
10.25
 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:
 
 *
    
    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




---



##### 



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:Kerry Dean, or successor
    
    
    
    Tom Venable or successorOne Microsoft Way
    
    
    
    9625 West 76th StreetRedmond, WA, U.S.A. 98052-6399
    
    
    
    Eden Prairie, Minnesota 55344Fax # 425-936-7329Notices Contact(s):
    
    Notices Contact(s):With Copy To:
    
    With Copy To:Legal & Corporate AffairsMicrosoft Operations Attorney
    
    
    
    Kevin CruddenOne Microsoft Way
    
    
    
    9625 West 76th StreetRedmond, WA 98052-6399
    
    
    
    Eden Prairie, Minnesota 55534Fax # 425-936-7329
  
 *
    
    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




---



##### 



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




---



##### 



(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




---



##### 



(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
 
 *
    
    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. 5




---



##### 



(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




---



##### 



(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
 (c) Payment by Microsoft
 
 *
    
    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. 7




---



##### 



(i)
 (ii)
 (iii)
 (iv)
 (d)
 4. Microsoft Policies and Procedures .
 (a) Vendor Administrative Guidelines
 (b) Trademark Usage Requirements 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
 
 *
    
    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




---



##### 



(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) License to Company IP That Is Incorporated Into or Required For the Use of
Deliverables or Inventory
 (A)
 
 *
    
    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. 9




---



##### 



(B)
 (C)
 (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
 (i) Ownership of Deliverables
 (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
 
 *
    
    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. 10




---



##### 



(d) Restrictions Related to Use of Publicly Available Software
 6. Reports, Audits & Inspections
 (a) Reporting
 (b) Record-Keeping Requirements
 (c) Financial Information
 (d) Audit
 (i)
 (ii)
 (e) Facility Inspections
 
 *
    
    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




---



##### 



(f) Sarbanes-Oxley Compliance; SAS-70 Report
 7. Confidentiality, Privacy, Data Protection and Publicity .
 (a) Confidentiality NDA
 (i)
 (ii)
 (b) Limitations on Companys Collection and Use of Personal Information.
 (i) Limitations on Collection and Use of Personal Information
 (ii) Limitations on Disclosure of Personal Information
 (iii) Protection of Personal Information
 (iv) Return or Destruction of Personal Information
 
 *
    
    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




---



##### 



(A)
 (B)
 (c) Publicity
 8. Security .
 (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)
 
 *
    
    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




---



##### 



10. Insurance Requirements .
 11. Taxes .
 (a) Tax Obligations Generally
 (b) Tax Obligations Relating to Companys E-Commerce Activities
 12. Disclaimer of Implied Warranties .
 
 *
    
    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




---



##### 



13. Remedies .
 (a) Indemnification
 (i) Mutual Indemnity Indemnified Party Third Party Claims
 (A)
 (B)
 (C)
 (ii) Microsofts Limited Indemnity for Infringement
 (iii) Notice of Claims
 
 *
    
    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




---



##### 



(iv) Settling Claims
 (b) Companys Duties In Connection with Infringing Deliverables, E-Commerce Activities and
Company IP
 (i)
 (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
 
 *
    
    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




---



##### 



(b) EXCEPTIONS TO EXCLUSIONS
 (i)
 (ii)
 (iii)
 (iv)
 15. Termination .
 (a) Termination For Convenience by Microsoft.
 (b) Termination For Cause.
 (i)
 (ii)
 (A)
 (B)
 (C)
 
 *
    
    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




---



##### 



(D)
 (E)
 (c) Effect of Termination or Expiration
 (i) Effect of Termination for Convenience.
 (d) [*]
 (e) Surviving Sections
 16. Governing Law; Consent to Jurisdiction.
 17. Relationship.
 18. Assignment .
 19. No Waiver .
 
 *
    
    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




---



##### 



20. Severability .
 21. Amendments and Addition or Changes to SOWs .
 (a) Adding SOWs
 (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
 
 *
    
    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




---



##### 



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
 
 *
    
    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. 20




---



##### 



(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
 
 *
    
    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. 21




---



##### 



(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)
 
 *
    
    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. 22




---



##### 



IM-5. [*]
 IM-6. [*]
 IM-7. Manufacturing Standards and Quality Control .
 (a) Manufacturing Standards
 (b) [*]
 END OF INVENTORY MANAGEMENT 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. 23




---



##### 



EXHIBIT A
 TO:
    
    THE MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENTBETWEEN:
    
    MICROSOFT CORPORATION AND DIGITAL RIVER, INC.DATED:
    
    September 1, 2006NAME
    
    Microsoft Vendor Administrative Guidelines
 VENDOR GUIDELINES
 1. OVERVIEW.
  http://www.microsoft.com/mscorp/procurement/process/contracting.asp)
 Questions: msvpinfo@microsoft.com
 2. STATEMENT OF WORK (SOW).
 Requirements:
  Vendor Proposals
 
    
    Vendors contact information, including identification of the Vendor Account Manager
    
    Vendors Microsoft vendor number
    
    Microsoft Business Contact name and division
    
    The fill name of Vendors agreement and its Effective Date (i.e., Master Work
Agreement, Effective Date )
    
    Project objective  a detailed description of the expected results from the project.
This should include specific improvements in key metrics or performance expectations if
applicable.
    
    Deliverables  complete description of Work provided in association with the
completion of the project objective (include quantities if applicable)
    
    Deliverable time line with key dates indicated
    
    Project reporting requirements  detailed description of reporting requirements for
the project that describe progress against milestones, project cost to date and expected
costs, on-going reporting requirements as needed, etc.
    
    Total Work Fees cost of Work by line-item
    
    Other charges such as tax, freight, shipping, and handling fees, if applicable, by
line item
    
    Management fees for any Subcontractors associated with the project. Note that
Microsoft will not pay any mark-up on third party expenditures. Management fees for
coordinating these Subcontractors must be Itemized.
    
    SAP code (if provided by Microsoft)
 3. VENDOR CODE OF CONDUCT.
  
 *
    
    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




---



##### 



www.microsoft.com/mscorp/legal/buscond)
  Legal and Regulatory Compliance Practices
  
    
    Comply with all applicable trade control and applicable laws as well as all export,
re-export and import requirements.
    
    Conduct business in full compliance with antitrust and fair competition laws that
govern the jurisdictions in which they conduct business.
    
    Comply with all applicable environmental laws and regulations regarding hazardous
materials, air emissions, waste and wastewater discharges, including the manufacture,
transportation, storage, disposal, and release to the environment of such materials.
    
    Be honest, direct, and truthful in discussions with regulatory agency representatives
and government officials.
    
    Not participate in international boycotts that are not sanctioned by the U.S.
government or applicable laws.
    
    Comply with the anticorruption laws of the countries in which they do business,
including the United States Foreign Corrupt Practices Act, and not make any direct or
indirect payments or promises of payments to foreign government officials for the purpose
of inducing the individual to misuse his/her position to obtain or retain business.
 Business Practices
  
    
    Honestly and accurately record and report all business information and comply with
all applicable laws regarding their completion and accuracy.
    
    Create, retain, and dispose of business records in full compliance with all
applicable legal and regulatory requirements.
    
    Protect and responsibly use both the physical and intellectual assets of Microsoft
including property, supplies, consumables, and equipment when authorized by Microsoft to
use such assets.
    
    Use Microsoft provided information technology and systems (including e-mail) only for
authorized Microsoft business-related purposes. Microsoft strictly prohibits Vendors and
their Representatives from using Microsoft provided technology and systems to create,
access, store, print, solicit, or send any material that is intimidating, harassing,
threatening, abusive, sexually explicit or otherwise offensive or inappropriate and/or
send any false, derogatory, or malicious communications using Microsoft provided
information assets and systems.
 
 *
    
    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




---



##### 




    
    Comply with all Microsoft requirements for maintenance of passwords, confidentiality,
security, and privacy procedures as a condition of receiving access to Microsofts
internal corporate network, all systems and buildings. All data stored or transmitted on
Microsoft owned or leased equipment is to be considered private and is the property of
Microsoft. Microsoft may monitor all use of the corporate networks and all systems
(including e-mail) and/or access all data stored or transmitted using the Microsoft
network.
    
    Comply with the intellectual property ownership rights of Microsoft and others
including but not limited to copyrights, patents, trademarks, and trade secrets. Use
software, hardware and content only in accordance with their associated license or terms
of use.
    
    Speak to the press on Microsofts behalf only if Vendor and/or Representative(s) is
expressly authorized in writing to do so by Microsoft.
    
    Use good judgment, discretion, and moderation when offering gifts or entertainment to
Microsoft employees. In doing so, the Vendor and/or its Representatives will refrain from
giving Microsoft employees an individual gift or a combination of gifts with a value
greater than $200.00 in a given year (or any lower amount in accordance with applicable
laws) and never offer a bribe, kickback, bartering arrangement for goods or services,
and/or any other incentive to a Microsoft employee in order to obtain or retain Microsoft
business. Gift giving and entertainment practices may vary in different cultures and
waivers to the $200.00 annual limit above may be possible upon petition to the Microsoft
regional controller; however, any gifts and entertainment given or received must be in
compliance with the law, must not violate the givers and/or receivers policies on the
matter, and be consistent with local custom and practice.
    
    Avoid the appearance of or actual improprieties and/or conflicts of interests.
Vendors and/or their Representatives shall not deal directly with any Microsoft employee
whose spouse, domestic partner, or other family member or relative holds a significant
financial interest in the Vendor. Dealing directly in the course of negotiating the Vendor
agreement or performing the Vendors obligations with a spouse, domestic partner, or other
family member or relative who is employed by Microsoft is also prohibited.
    
    Avoid insider trading by buying or selling Microsofts or another companys stock
when in possession of information about Microsoft or another company that is not available
to the investing public and that could influence an Investors decision to buy or sell
stock.
 Employment Practices
  
    
    Cooperate with Microsofts commitment to a workforce free of harassment and unlawful
discrimination. While we recognize and respect cultural differences, we believe that
Vendor companies should not engage in discrimination in hiring, compensation, access to
training, promotion,termination or retirement based on race, caste, national
origin, religion, age, disability, gender, marital status, sexual orientation, union
membership, or political affiliation.
    
    Provide a safe and healthy work environment and fully comply with all applicable
safety and health laws, regulations and practices. Adequate steps shall be taken to
minimize the causes of hazards inherent in the working environment.
    
    Prohibit the use, possession, distribution, and/or sale of illegal drugs while on
Microsoft owned or leased property.
    
    Use only voluntary labor. The use of forced labor whether in the form of Indentured
labor, bonded labor, or prison labor by a Microsoft Vendor and/or its subcontractors is
prohibited.
    
    Workers should not be required to lodge deposits or their identity papers with
their employer and are free to leave their employer after reasonable notice without
penalty.
    
    Comply with all local minimum working age laws and requirements and not utilize child
labor. Employees shall not be under the legal minimum working age of the respective region
or shall not be less than 16 years of age (whichever is higher). We only support the
development of legitimate workplace apprenticeship programs for the educational benefit of
younger people and will not do business with those who abuse such systems.
 
 *
    
    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. 26




---



##### 




    
    Not engage in physical discipline or abuse. Physical abuse or discipline, the threat
of physical abuse, sexual or other harassment and verbal abuse or other forms of
intimidation is prohibited.
    
    Pay living wages under humane conditions. All workers shall be provided with clear,
written information about their employment conditions with respect to wages before they
enter employment and as needed throughout their term of employment. Deductions from wages
as a disciplinary measure shall not be permitted nor shall any deductions from wages not
provided for by national law be permitted without the express permission of the worker
concerned. All disciplinary measures should be recorded. Wages and benefits paid for a
standard working week meet, at a minimum, national legal standards.
    
    Not require workers to work more than the maximum hours of daily labor set by local
laws; ensure that overtime is voluntary and paid in accordance with local laws and
regulations.
    
    Keep employee records in accordance to local and/or national regulations.
 Compliance with the Microsoft Vendor Code of Conduct
    1.
    
    The Microsoft Business Conduct Line at (877) 320-MSFT (6738).2.
    
    If you are calling from outside the United States, you may make a collect call to the
Business Conduct Line by accessing an International operator and asking to place a collect
call to (704) 540-0139.3.
    
    If you are a Vendor with access to Microsofts intranet, you may send an e-mail to
the Director of Compliance by e-mailing the Business Conduct and Compliance alias,
buscond@microsoft.com.4.
    
    Send a letter to the Director of Compliance at Microsoft Corporation, Law and
Corporate Affairs, One Microsoft Way, Redmond, WA 98052-6399 or send a confidential fax to
(425) 705-2985.
  4.
    
    MICROSOFT TRAVEL POLICY FOR VENDORS.
  Vendor Responsibility:
 
    
    To minimize travel expenses whenever possible by using the least expensive options
that do not result in unreasonably ineffective use of work time or undue inconvenience to
the traveler.
    
    To obtain Microsofts written approval before incurring travel expenses for which
reimbursement will be sought.
    
    To accurately document all travel expenses.
 Airline Tickets:
 Frequent Flyer/Frequent Guest Programs:
 Cancellations:
 
 *
    
    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




---



##### 



Excess Baggage:
 
    
    When Vendor travels with heavy or bulky materials or equipment necessary to perform
Work;
    
    When the excess baggage consists of Microsoft property; or
    
    When Vendor travels on Microsoft business for more than fourteen (14) consecutive
days.
 VENDORS USING MICROSOFT TRAVEL PROGRAM
 tvlgpcal@microsoft.com.
 Hotel Reservations:
 
    
    Travelport (US based travelers only)
    
    Designated travel agency
    
    Event Registration (when applicable)
 Hotel Selection: http://msmarket tvIgpcal@microsoft.com
 Car Rental Selection: http://msmarket tvlgpcal@microsoft.com
 Rail Travel:
 EXPENSE REIMBURSEMENT
 Reimbursable Expenses:
 
    
    Airfare and surface transportation (Economy/Coach Class) including parking and tolls
    
    Car rental (Compact/Midsize; full-size when three or more vendors travel together)
    
    Gratuities/tips (within reason)
    
    Hotel/lodging
    
    Meals incurred during out-of-town trip (not to exceed $75.00 USD per day or as
specified In the SOW)
    
    Saturday night stay-over (Weekend hotel expenses are reimbursable if airfare savings
result in a lower overall cost for the trip by at least $250.00 USD or equivalent currency
and the expenses do not exceed the airfare savings.)
 Non-Reimbursable Expenses:
 
    
    Barber, hairstylist, manicurist, and other grooming/personal service expenses
    
    Entertainment (Including entertaining Microsoft employees and any event
entertainment)
    
    Foreign travel document requirements
    
    Free or upgrade certificates for flight, hotel, or car rental
    
    Laundry and dry cleaning
    
    Membership fees (including frequent flyer/frequent guest programs)
    
    Any automobile fuel or rental insurance
    
    Telephone calls (not Microsoft business related)
    
    Trip or flight Insurance
 Questions on Travel Policy Issues? tvlgpcal@microsoft.com
 5. PRE-PLACEMENT POLICY.
  
 *
    
    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




---



##### 



1
       6. USE OF MICROSOFT FACILITIES AND/OR EQUIPMENT.
   7. MICROSOFT TRADEMARKS.
  
 1
    
    The Vendor and Microsoft acknowledge that
issues regarding pre-placement background checks and credit checks on Companys
staff who will perform services outside of the United States will be addressed
in the context of the specific Local Agreement under this Master Agreement. 
 *
    
    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. 29




---



##### 



Trademark Brand Use Specifications:
 1.
    
    Microsoft Marks may be used solely on deliverables specifically requested by Microsoft in a
SOW. No Microsoft Marks may be used on, or in relation to, any product or service not
requested by Microsoft in a SOW.2.
    
    Microsoft Marks may not be used in any manner that expresses or implies Microsofts
affiliation, sponsorship, endorsement, certification, or approval of Vendor.3.
    
    Vendor shall not use Microsoft Marks in association with any third party trademarks in a
manner that suggests co-branding or otherwise creates potential confusion as to ownership of
Microsoft Marks.4.
    
    Microsoft Marks may not be included in any non-Microsoft trade name, business name, domain
name, product or service name, logo, trade dress, design, slogan, or other trademark.5.
    
    Microsoft Marks may only be used as provided by Microsoft. Except for size, or as otherwise
specified in the brand guidelines on the extranet, Microsoft Marks may not be altered in any
manner, including proportions, colors, elements, etc., or animated, morphed, or otherwise
distorted in perspective or dimensional appearance.6.
    
    Microsoft Marks may not be combined with any other object, including, but not limited to,
other logos, words, graphics, photos, slogans, numbers, design features, or symbols.7.
    
    Microsoft Marks must stand alone. A minimum amount of empty space must surround the Microsoft
Marks separating it from any other object, such as type, photography, borders, edges, and so
on. Unless otherwise specified on the brandtools extranet, the required area of empty space
around the Microsoft Marks must be X, where X equals 1/2 the height of a Microsoft Mark as used
on a deliverable.8.
    
    Microsoft Marks shall include the appropriate  and/or ® symbol(s) as provided by Microsoft.
 https://brandtools.partners.extranet.microsoft.com
 8. SUBCONTRACTOR REQUIREMENTS
  
 *
    
    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




---



##### 



EXHIBIT B
 TO:
    
    THE MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENTBETWEEN:
    
    MICROSOFT CORPORATION AND DIGITAL RIVER, INC.DATED:
    
    September 1, 2006NAME
    
    Non-Disclosure Agreement
 
   Definition of Confidential Information and Exclusions.
   Obligations Regarding Confidential Information
  (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. 31




---



##### 



Remedies
  Miscellaneous
      
 *
    
    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. 32




---



##### 



*
    
    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. 33




---



##### 



EXHIBIT C
 TO:
    
    THE MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENTBETWEEN:
    
    MICROSOFT CORPORATION AND 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. 34




---



##### 



EXHIBIT D
 TO:
    
    THE MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENTBETWEEN:
    
    MICROSOFT CORPORATION AND 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:
 
 *
    
    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. 35




---



##### 



EXHIBIT E
 TO:
    
    THE MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENTBETWEEN:
    
    MICROSOFT CORPORATION AND DIGITAL RIVER, INC.DATED:
    
    September 1, 2006NAME
    
    Microsoft Release Services Manager Site License Agreement
 
    License Restrictions
       
 *
    
    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. 36




---



##### 



Warranty Disclaimer
 Limitation of Liability
 . Termination
 Indemnity
   Confidentiality
 
 *
    
    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. 37




---



##### 



Reporting
 Notices and Requests
 MICROSOFT:
    
    MICROSOFT CORPORATIONOne Microsoft WayRedmond, WA 98052-6399E-mail Attention:
    
    PlRSHELP@microsoft.comTelephone:
    
    (425) 882-8080  Please ask for the PIRS Technical Support TeamFacsimile:
    
    (425) 936-7329with a cc to:
    
    MICROSOFT CORPORATIONOne Microsoft WayRedmond, WA 98052-6399Attention:
    
    Law & Corporate AffairsCOMPANY:
    
    Digital River, Inc.7625 West 76th StreetEden Prairie, Minnesota 55344Beechwood House,10 Windsor Road, Slough, England SL1 2EJAttention:
    
    Chief Financial OfficerTelephone:
    
    952-253-1234Facsimile:
    
    952-253-8497
  Miscellaneous
   
 *
    
    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. 38




---



##### 



MICROSOFT CORPORATION
    
    DIGITAL RIVER, INC.By (Sign)
    
    By (Sign)Name (Print)
    
    Name (Print)MICROSOFT Vendor Account ManagerTitle
    
    TitleDate
    
    Date
   9625 West 76th Street, Eden Prairie, MN 55344 USA.
 Beechwood House, 10 Windsor Road, Slough, England SL1 2EJ
 
 *
    
    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. 39