safely passing the Doubledisk source ..

From: Brad Silverberg
To: Bill Gates; Paul Maritz
Subject: FW: Doubledisk summary
Date: Friday, May 15, 1992 5:22 PM

as i mentioned this afternoon, dd was here today. all systems go.

From: Richard Freedman
To: Ben Slivka; Bill Pope; Brad Chase; Brad Silverberg; Eric Straub; KArl Stock; Mack Mccauley
Cc: SYS MS-DOS MArketing Team; Richard Freedman
Subject: Doubledisk summary
Date: Friday, May 15, 1992 4:26 PM

Bradc, billp and I met w/Anatoly Tikhman And his lawyer Don Reinke today to go over the contract. Karlst and bens sat in for a bot to hash out some technical issues.

Bottom line: we have a deal. Some changes in details, but nothing major. We made a few consessions predicated on getting the code by 6/1, which looks veery likely. Details below.

Acceptance and Payment

Anatoly will send object next tuesday. We will test to make sure it is ok. After contract signing and source drop, we will compile the source. Our only grounds for rejecting the source will be if it doesn't binary compare to the object tested before signing. Once we accept, we pay $150K. We can kill deal if the sources do not compare.

We then pay $400K on shipping MS-DOS 6 or on 6/30/93, whichever is earlier, $150K on shipping 1 mm MS-DOS 6 Upgrades, and another $150K on shipping 2 mm. These terms did not change.

Vertisoft will develop the Stacker conversion utility to our spec. Once it works, we accept and pay $100K. We cannot kill deal by rejecting the conversion utility; we can only withhold the $100K

Total payment = $750 + $400K + $150 + $150 + $100K = $1,550K

Exclusivity

We have a total exclusive to DoubleDisk, meaning that Anatoly can't sell it to anyone, with the following exceptions:

* He may sell or license to end users directly or via normal software distribution. Normal distribution does not include OEMs.

* He may not bundle DoubleDisk except with his own technology that we will list explicidly in the contract.

Other

* We agree to exchange improvements for the term of the agreement (4 years)

* We agree to give him any documentation we create

* He agreed to provide the following manpower free: 6 months of a programmer on site, 3 months of a second programmer on or off-site, and 1 month of a tester on-site.

* We agree to provide quarterly updates of our MS-DOS 6 Upgrade shipments.

* If the code is here by 6/1, we agreed to shorten the period during which we can exercise our buyout option from 4 years after contract signing to 1/1/95

* We agreed to let him continue fulfilling direct mail orders for 90 days after we exercise the buyout option.

* If code is here by 6/1, we agreed to split legal fees should we be sued for infringement on the conversion utility.

...

http://edge-op.org/iowa/www.iowaconsumercase.org/011607/4000/PX04253_A.pdf

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court documents in the case of Comes v Microsoft.