NB: CP-1301-10027

ASUS Systems Partner Program (ASPP)

Q1 2013

NB: CP-1301-10027

Q1 2013 ASUS Systems Partner Program (Program Duration: Jan 1, 2013 to Mar 31, 2013)

The ASUS Systems Partner Program (ASPP) is a rebate incentive program for ASUS Systems resellers to purchase ASUS Systems products through ASUS authorized distributors. Through the ASPP resellers can qualify for rebate incentives based upon their purchases of ASUS Systems products. Participation in ASPP may allow resellers to increase their exposure and gain a competitive advantage. ASPP also grants resellers access to critical information and the right to buy and resell ASUS Systems products. The ASPP is a culmination of the ASUS Partner Notebook Program (APnP) and the EeePC Partner Program. In order to receive ASUS Systems Partner Program benefits, resellers must adhere to the following practices for the entire program duration: Must maintain presence on website for all ASUS Systems product lines currently being sold: - Maintain online landing pages with ASUS Notebooks and ASUS Eee PCs with updated specs, photos, and complete model names. Must follow Minimum Advertised Price (MAP) Policy: - The Minimum Advertised Price policy is as follows:

x Notebooks: cannot fall below ASUS MAP listed for all ASUS Branded notebooks at any given time. x Tablets: cannot fall below ASUS MAP listed for all ASUS Branded notebooks at any given time.

- MAP applies to ALL forms of advertising, including third-party sites (funded, sponsored, or placed by Partner) - MAP applies only to advertised prices. ASPP Partners are free to set actual selling price of all ASUS Systems products. Agreement not to export: - All units are to be sold in the USA and not to be exported to other regions. Modification and Termination - Violation of the MAP Policy will result in the termination of ASPP benefits immediately upon written notice by ASUS to the ASPP Partner. - Violation of the export agreement will result in the termination of ASPP benefits immediately upon written notice by ASUS to the ASPP Partner. - ASUS reserves the right to modify or terminate this incentive program within 30 days prior written notice to the ASPP Partner. - ASUS reserves the right to terminate the partnership of any ASPP Partner at any time for violation of ASPP terms and conditions. - Incentive amount will be based on point of sale (POS) reports provided by the ASUS authorized distributors. - Incentives will be provided directly from ASUS Computer International, and cannot be used to offset amounts owed by the Partner to ASUS or to its authorized distributors.

Q1 2013 ASUS Systems Partner Program - Incentive Schedule (for USA only)

ASPP Benefits Silver Partner Gold Partner Platinum Partner

Backend Rebates on Quarterly Notebook Purchases*

x 0- 60 units* 2% 2% 2% x 61- 150 units N/A 3% 3% x 151+ units N/A N/A 4%

* Minimum: Must purchase at least 30 units per quarter in order to participate and receive incentive benefits.

Demo Program (up to 30% Discount - Limit 1 set per model) Yes Yes Yes

Volume Discount for Select Customer Opportunities** Yes Yes Yes

** Available for Windows Professional OS preinstalled products only. Register on http://commercial.asus.com/deal_registration or contact B4B@asus.com for more detail.

Monthly Newsletter Yes Yes Yes

Online Product and Sales Training Yes Yes Yes

Sales and Marketing Tools via ASUS Advantage Website Yes Yes Yes

Partner Exclusive Contests Yes Yes Yes

NB: CP-1301-10027

Demo unit compensation on ASUS Branded Notebooks & Tablets.

- 20% Demo discount off MSRP on 1 unit (per each eligible model) will be given with the purchase of 2 or more units on the same invoice from an ASUS authorized distributor. A completed demo application form and Proof of Execution (POE) must also be submitted in order to receive this discount. (Note: maximum 1 demo unit per eligible model per Qtr) Eligible Models for 20% demo Discount: ROG G55. G75. N56. N76. S56. S46. ZENBOOK UX31. UX51. UX32. ASUSPRO B53. B43. B23. B400 series. - 30% Demo discount off MSRP on 1 unit (per each eligible model) will be given with the purchase of 2 or more units on the same invoice from an ASUS authorized distributor. A completed demo application form and Proof of Execution (POE) must also be submitted in order to receive this discount. (Note: maximum 1 demo unit per eligible model per Qtr) Eligible Models for 30% demo Discount: TAICHI series. X202 series. S400 series. S500/550 series - 15% Demo discount off MSRP on 1 unit (per each eligible model) will be given with the purchase of 2 or more units on the same invoice from an ASUS authorized distributor. A completed demo application form and Proof of Execution (POE) must also be submitted in order to receive this discount. (Note: maximum 1 demo unit per eligible model per Qtr) Eligible Models for 15% demo Discount: VivoTab RT TF600. VivoTab RT TF600TL. VivoTab TF810 series. MeMo ME400C - Demo compensation will be credited from ASUS directly. - Demo discount applications must be submitted with POE. 1) Demo application info is required in all submission. Application form available at http://promos.asus.com/US/ASPP_Demo_App_Form/Form.zip 2) Provide photos of in-store display on demo device. 3) Provide purchase invoice from an ASUS authorized distributor.

4) If there is no retail front, then screenshots of ASUS banners or landing pages on Windows 8 promotion is required. These are available at http://promos.asus.com/US/ASPP_Demo_Asset/

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NB: CP-1301-10027

Q1 2013 ASUS Systems Partner Program (Program Duration: Jan 1, 2013 to Mar 31, 2013)

ASUS Systems Partner Agreement ______________________________________________ (Company) hereby agrees to the following ASUS Systems Partner Program Guidelines: Please select which product programs you are opting into (check all that apply)

Please select all distributors you will purchase from (check all that apply) (collectively, Distributors):

ASI D&H Ingram Micro MALABS

SED Synnex Tech Data Company Name: _________________________________________________________________________ Company Address: _________________________________________________________________________ Street _________________________________________________________________________ City State Zip Code Telephone No.: __________________________________________________ Fax No.: __________________________________________________ ASUS Notebook Landing Website: __________________________________________ Product Update Contact Name: ________________________ Email Address: ________________________ Accounting Contact Name: ____________________________Email Address: ________________________ Terms & Conditions: Company hereby acknowledges and agrees that Companys entitlement to the benefits of the ASUS Systems Partner Program is subject to the following conditions: 1. Company shall be solely responsible for complying with all applicable laws, statutes, rules, regulations and ordinances with respect to the

reselling of ASUS products. 2. Company shall have and maintain all necessary approvals and permits to distribute the products and perform its obligations under (a)

Companys reseller agreement with the each Distributor, respectively, and (b) this Agreement. 3. If Company becomes aware of any violation of any law, statute, rule, regulation or ordinance by Company, or receives a notice of the same, it

shall promptly notify ASUS of such notice or violation. _x_________________________________ ___________________________________ Signature Print Name ______________________________________ ___________________________________ Title Date Please sign and Fax the document to 510-791-3715. You will receive a confirmation email once the ASUS Systems Partner Program agreement is processed and approved.