Definitions of terms used in document

“Site” means a license allowing the Software to be used at an address (e.g., room number, department number, building number, street address, campus etc.) or a group of addresses specified in the applicable Transaction Document.(s). Site cannot include addresses in multiple countries or states.

“Area” means a license allowing the Software to be used in a single region, defined as the Americas (North, Central and South America and Mexico), EMEA (Europe, Middle East and Africa) or JAPAC (Japan, Asia and Australia). Area cannot be global or multiple regions. Area is determined where the order for the licenses is placed, unless the Order documents indicate otherwise.

“Global” or “Gbl” means the right to use Software worldwide, as specified in the Software License information. This means no geographical restriction on license usage.

“ Third party” means an external entity that is contractually engaged by License to provide services to Licensee, such as consulting or outsourcing services, which require access or use of the Software by such entity.

“Third Party Location” means a location leased or owned by the Third Party.

“Geographical Relocation Transfer” means an internal move of Software to various customer physical locations within the customer’s organization.

“Ownership Transfer” means changes in ownership due to mergers, acquisitions and spin-offs.

New geographical licensing policy

New Policy

· Customer is required to purchase Global licenses ONLY for those global users or “applications under test” that are located outside the Site or Area where the Software has been licensed and authorized.

· Customer is required to purchase Area licenses ONLY for the Area users or “application under test” that are located outside the Site where the software has been licensed and authorized.

Global example – New policy

If a customer has 100 users within an Area and an additional 10 users are to be used globally, the customer needs to only purchase 100 Area user licenses and 10 Global user licenses. The Global Licenses require 24 x 7 support to be sold with them.

Area Example – New Policy

If a customer has 100 users within a Site and an additional 10 users are to be used outside of that Site in a specific AREA, the customer needs to only purchase 100 Site user licenses and 10 Area user licenses.

Ownership license transfer process FAQ

· What is the process for handling License Ownership Transfers for Acquisitions and Mergers?

First, The sales representative will need the Master purchase agreement (MPA) to determine if the MPA allows License Ownership transfer and documentation to show proof of ownership of the software (for example, Mercury invoice, software license agreement, or support agreement) or the Solution Group Number (formerly the MPN Number).

Second, The sales rep should send and email to the SLT@HP.com to begin the process. If the MPA allows the transfer of Mercury licenses from “Company A” to “Company B”, the Transferor (Company A) will need to complete a Transfer Request form and send it to the SLT office. There is a $400 USD transfer fee plus sales tax based on the Transferee's location (Company B) needs to be included. Documentation to show proof of ownership by “Company A” (for example, Mercury invoice, software license agreement, or support agreement) or the Solution Group Number (formerly the MPN Number). The Transferee (Company B) will need to sign both Software License Terms attached to this message. HP and ‘Company A” will sign a Transfer Authorization (we'll draft this using the information from the transfer request). A new password/codeword will be issued to “Company B”.

· Can License Ownership Transfers occur for Grey market transactions for non-related companies?

· Can License Ownership Transfers occur for Managed Service Provider (MSP) situations?

First, MSP license ownership transfers require the pre-approval of the all the sales contacts related to the MSP and the customer.

Second, the sales representative will need the Master purchase agreement (MPA) to determine if the MPA allows License Ownership transfer and documentation to show proof of ownership of the software (for example, Mercury invoice, software license agreement, or support agreement) or the Solution Group Number (formerly the MPN Number).

· Is there a process for waiving the $400 SLT fee?

Instead of receiving payment from the customer, we can arrange to have the expense
JV'd [Journal Vouchered] to the group who wants to waive the fee. All we need is the billing location and account number to charge to. HP Corporate has mandated that SLT cannot absorb the expense for doing transfers. The SLT fee is $400 plus sales tax based on the new owner's location. If the expense is JV'd instead of received from the customer, no sales tax is collected.

· Note: Customers do not need to pay “both” the Software License Transfer (SLT) fee “and” the geographical license transfer fee if they are simply changing software ownership from one company to another and, by nature of that change, the site address changes. The SLT fee covers the move from one site to another as a result of ownership change and establishes the new “home” site for the software. If, after that change, the customer needs to adjust their site or area licenses to ensure proper licensing of users outside the site, then they can either upgrade their license to the proper geographical level, or if they want to physically move site or area licenses to a new location within the new company, then the geographical license transfer fee is charged at that time.

Geographical relocation license transfer process FAQ

On waiving the Geo transfer fee: we should mention it is the Regional Sales VP in the RECEIVING country/area who should approve to waive the transfer fee.

Do we want to impose that a quote / OPG should be put through even if the fee is waived?

· Is there a transfer fee for moving site licenses to another physical location?
Yes, the transfer fee is 15% of the list price paid for licenses to be relocated (transferred). The T6620AA Geographical Relocation transfer product should be used to execute this transfer. Section 4 provides the process for notifying the correct licensing entities of the transfer. Alternatively, we can sell an upgrade from “site to area” or “area to global” to satisfy this need and give the customer some lasting value in exchange for the fee.

· Is there a transfer fee for moving Area licenses to another Physical location outside the Area? Yes, the transfer fee is 15% of the list price paid for licenses to be relocated (transferred) outside the existing licensed Area. The T6620AA Geographical Relocation transfer product should be used to execute this relocation (transfer). Section 4 provides the process for notifying the correct licensing entities of the transfer.

· Is there a transfer fee for moving Global licenses to another physical location?
There is NOT a transfer fee for moving Global licenses to another physical location. Global licenses can be moved anywhere without a transfer fee. This is one of the benefits of a Global license. Sections 5 & 6 provide the process for notifying the correct licensing entities of the transfer.

· Can the 15% Geographical Relocation Transfer fee be waived?
Yes, the Area sales manager in the sending country/area should first agree with the Regional Sales VP in the Receiving country/area regarding the Geographical License Transfer. Only the Receiving country/area Regional Sales VP can approve the fee to be waived. Section 4 provides the process for notifying the correct licensing entities of the transfer.

EMEA Geographic license transfer process

This process is for EMEA Geographic license transfer requests for legacy Mercury Interactive testing products which are licensed to restricted geographical areas (Seat, Site, Area, Global). If the license transfer request comes through for products which are not sold with geographical license restrictions (e.g. legacy HP, BAC, PPM…), these would not fall within this process.

Products covered by Geographic restrictions are:

LoadRunner (Site only)

Performance Center (Area and Global only)

Quality Center Enterprise (Formerly TestDirector for Quality Center) (Site, Area and Global)

Quality Center Premier (Area and Global)

Requirements Management Only Licenses (Site, Area and Global)

Defect only licenses (Site, Area and Global)

Business Process Testing (Site, Area and Global)

Functional Test (Seat, Site, Area and Global)

Unified Functional Testing (Seat, Site, Area and Global)

Service Test (Seat, Site, Area and Global)

Service Test Management (Site, Area and Global)

Any request affecting a change of Legal entity which can use the licenses should be channeled through the SLT group and the process documented in Web site below: (http://supportparts.corp.hp.com/software/ops/SLT_INTERNAL/emea.html). If the SLT receives requests that will require any of the below actions to take place, this can be accommodated within the process which will result from this exercise.

Geographic license transfer requests

· Can come directly from customers to any group, or be escalated through from Sales people. No request should be actioned without the Sales person responsible for the account being informed.

· Any party receiving such request should forward to SGBU Commercial Operations
(Christine Revoy – EMEA Deal Desk) inbox for the country of the receiving country/location.

EMEA Addresses are:

· SGBU UK & Irl Deal Approval

· SGBU Germany Deal Approval

· SGBU France Deal Approval

· SGBU Italy Deal Approval

· SGBU Iberia Deal Approval

· SGBU CEE Deal Approval

· SGBU MEMA Deal Approval

· SGBU GWE Deal Approval

· Deal desks need to consult with Stephanie Revoy regarding moving forward with a Geo Transfer if other deals are pending that this transfer could affect (sales vs transfer). Deal Desk should help execute getting information to handle transfer.

· Such requests can affect transfers within for all Geographies. If a License is moved to a location outside the existing Area, the request should be escalated to SGBU EMEA Deal Approval, SGBU Americas Deal Approval, APJ Deal Approval, who will get in touch with the receiving country Operations to make sure they have chance to approve the transfer request and inform the different groups who need to update systems in their territory.

     Once the receiving country/location Commercial Operations has collected the information
    required and has approved the transfer request, the request should be forwarded to SGBU EMEA
    Geo license transfer PDL, which contains contact points for the following groups: Assets and
    Entitlement, Maintenance renewal, Support team.

· Geo transfer request can be subject to the standard 15% of LIST (note change to previous policy, this used to be based on Net) license fee payment (SKU T6620AA), but this fee can be waived upon approval from the Sales Director (District Manager) covering the receiving location. If the fee is not waived, formal quote has to be issued to cover the license transfer fee in addition to collecting information below.

     This process is not meant to cover transfers which are subject to Upgrades/Additional license fees
      (e.g. if movement to another site requires an additional server, or if Sales manages to upgrade
      licenses from “Site to Area”). These quotes should use the existing upgrade SKUs available on the
      CPL.

Summary of actions or requirements by Function:

Maintenance Renewal Team:

The type of information required for Contract Administration to be able to reflect changes in SAP systems are below:

· Licenses moving from:

· Licenses moving to:

· Contact people changes:

· Maintenance number for licenses transferred (if licenses not under maintenance, which version is being used)

· If New location not currently in system, information required to set up the location (VAT number, company registration number…)

Email in SGBU EMEA Geo license transfer PDL: Herbert Ruch

Assets and Entitlements:

This group can be involved at the very beginning of the process to check that HP has a record of the licenses which are subject to the transfer request. The type of information required for Assets & Entitlement is below:

· Licenses moving from:

· Licenses moving to:

· Exact details of the licenses to be transferred (including quantities, as could be a request for partial transfer)

· Asset numbers or Maintenance number / Original PO reference

· Information on whether those licenses are active (current under maintenance) or inactive

· Information whether customer will require 1 new license key or 2 (old site could also require a new license key in case of cumulative licenses)

Email in SGBU EMEA Geo license transfer PDL: SWCustomerInfo_EMEA@hp.com

Licensing:

Although there is a project in progress which would mean the issuance of new license keys would automatically be handled through OCS, the request for issuance of new license keys will initially be received in a “manual” way.

Licensing team for the relevant country will be informed by Assets & Entitlement contact.

Support group:

Global Support (GSD) team (Response Center) needs to be informed that a license is being transferred, so the contact for this group should be put on the copy of the transfer request.

Email in SGBU EMEA Geo license transfer PDL: GSD Communications PDL

HPSW Legal:

HPSW Legal needs information on the process to be able to include wording in contracts if requested by customers, but does not need to be involved in any communication sent to customers when a license transfer is being confirmed.

Tax:

HP Tax department has been contacted to verify that there are no tax implications (Thorsten Lang EMEA) regarding Geographical Transfers. There do not seem to be any tax implications for remotely provided services (maintenance type services), but on-site services should not be allowed to be transferred.

Finance:

Could be involved if the pre-paid maintenance revenue is transferred to the receiving country, as per the revenue splits policy.

Order Management:

Will be involved only in case a transfer fee is charged, in which case a normal Quote/Order should be processed.

SGBU Commercial Operations: (Christine Revoy – represents)

Responsible for pulling the process together and making sure the process is followed and communicated.

US geographical license transfer process

· Customer must pay a geographical relocation license transfer fee to relocate their license from one Geographical Physical location Site/Area to another. Fee to be charged is 15% of the LIST price. Product Number to be used to complete this geographical relocation transfer transaction is T6620AA.

· The Services Contract Operations organization handles the updating of the customer support contract to the new geography. Please contact the assigned contract administrator for contract updates

· A waiver of this fee must be approved by the Regional Sales Vice President.

· The sales rep needs to obtain the licensing asset information for the licenses to be transferred from the SWCustomerInfo@hp.com team.

· The sale rep needs to provide the licensing and location change information to the SWCustomerInfo@hp.com team so that they can make the necessary adjustments to the customer assets in Siebel or SAP.

· The customer then needs to submit a license request:

· At http://support.mercury.com for licenses purchased before 4/1/07

· At www.webware.hp.com for Licenses purchased after 4/1/07

For http://support.mercury.com for licenses purchased before 4/1/07

To submit a license request at http://support.mercury.com the customer would need an account on the Mercury legacy support site and from their home page there they can select “Submit a License Key Request.” Their support entitlement is not directly tied to their Mercury support site access so they wouldn’t be locked out if maintenance has lapsed.

For www.webware.hp.com for Licenses purchased after 4/1/07:

To move a license the customer would access the licensing site www.webware.hp.com use the "Move" function within Webware to change the host info, i.e. IP address.

Depending on the software, this information maybe needed to complete this transaction:

· Order number from Entitlement certificate

· Product number/name

· Server name (if applicable)

· IP address (if applicable)

· Device identifier (if applicable)

· License Owner contact information

Customer can also contact the local licensing center at the numbers listed below for questions and/or assistance. Please have the following information available before calling these password centers:

Product number

Product name

IP address or Evaluation certificate

Order number from the Entitlement certificate

Hewlett-Packard Password Center for U.S.A:

Phone: (801) 431-1597 or (800) 326-0411

Fax: (801) 431-3654

Hours of operation: 6:00 am to 6:00 pm MST, M-F

Hewlett-Packard Password Center for Europe/Africa:

Phone: (+31-55-543-4642)

Fax: (+31-55-543-4645)

Hours of operation: 9:00 to 18:00 CET, M-F

Hewlett-Packard Password Center for Asia Pacific:

Phone: (outside Japan) (+81-3-3227-5672)

Phone: (within Japan) (+81-03-3227-5264)

Fax: (+81-3-3227-5238)

Hours of operation: 9:00 am to 5:00 pm JST, M-F HPinvent_for_word_jmc_v01

APJ Geographic license transfer process

This process is for APJ Geographic license transfer requests for legacy Mercury Interactive testing Products (please refer to the list below) which are licensed to restricted geographical areas (Seat, Site, Area, global)). If the license transfer request comes through for products which are not sold with geographical license restrictions (e.g. legacy HP, BAC, PPM.), these would not fall within this process.

Products with Geographical Licensing:

1. Functional Testing (Seat, Site, Area and Global)

2. Unified Functional Testing (Seat, Site, Area and Global)

3. Quality Center Enterprise (formerly TestDirector for Quality Center) (Site, Area and Global)

4. Quality Center Premier (Area and Global)

5. Requirements Management only licenses (Site, Area and Global)

6. Defect only licenses (Site, Area and Global)

7. Business Process Testing (Site, Area and Global)

8. Service Test (Seat, Site, Area and Global)

9. Service Test Management (Site, Area and Global)

10. LoadRunner (Site only)

11. Performance Center (Area and Global only)

· The QC products above have geographic licensing for Seat, Site, Area, or Global, as specified.

· When the customer requires access and use outside the existing licensed geographical

restriction, the license must be upgraded to encompass the new geographic license

requirements.

· All remote users (customer & third party) located outside of the Area require a Global license and 24x7 support.

· Third Party access and use at the Third Party Location is permitted. Third Party Use requires an

Area or a Global license. If the Third Party Location is outside of the Area licensed by Licensee,

then Licensee must obtain a Global license. If the Third party is using the license at the customer site, they are covered by the customer site license.

· Change Impact Testing (CIT) for SAP Solutions and SAP Platform Integration product licensing

is priced per Quality Center server license. Specifically, one copy of CIT or SAP Platform

Integration is needed for each Quality Center server license, and each copy may be used only in the Site or Area that corresponds with the Quality Center server license. Each copy may connect to an unlimited number of SAP systems. However, the data in the SAP systems must belong to the same company; you cannot host data from other companies.

· Need to add restriction around the physical location of the QC Server versus where all the users

are located.

Detailed APJ Geographic license transfer requests:

Step 1. How to book the License transfer Order:

· Once the Receiving Sales Manager have obtained the approval to waive the fee, the transfer license order can be book using SKU T6620AA (license fee payment) and Geo transfer request can be subjected to the 15% of the list price. A quote needs to be raised as a zero-dollar order.

· But this fee can be waived upon approval from the Regional Sales VP in the receiving location. If the fee is not waived, formal quote has to be issued to cover the license transfer fee in addition to collecting information below.

Zero-Dollar Order booking Process:

Step 1.1:

o Once the Regional Sales VP has approved 100% Eclipse Discount on the Geo. License transfer. Sales must raise a 100% Eclipse Discount and get it approved according to the latest APJ SW discount in the respective country matrix.

Step 1.2:

o After which, send your request to the TSG VOM team to have your order logged and invoice.

** In the event, that there is no 100% Discount waiver on the transaction, please proceed to book the order using the standard order entry process (ie. Raised an PO, etc).

TSG VOM team leads for Order Entry:

TSG Sales Operations
Country	Superuser/Team leads for OM	Superuser/Teamleads for C&Q	Country Sales Ops Manager
Singapore	Loo, Siew Lian	Lim, Henry	Alison Chua
AEC	Sailan, Saliza	Lim, Henry	Wong Teng Teng
Malaysia	Sailan, Saliza	Yelumalai, Eswaran	Wong Teng Teng
Thailand	Kittiroungsakul, Kanchana	Lertsiriworakul, Wutichai	Alison Chua
Thailand	Wattanasoontornkul, Ratsamee	Lertsiriworakul, Wutichai	Alison Chua
Philippines	Sailan, Saliza	Lim, Henry	Wong Teng Teng
Korea	Park, Soo Ryeon	Seo, Chang Yong	Park Soo Ryeon
India	Kumar-K.P, Kumar	Narayan, Sadanand	Anoop Khandelwal
China/HK	chen, christine	chen, christine	Christine He/Joy Luo
Taiwan	Huang, Bonnie	Huang, Bonnie	Wolf Shih
Australia	Leong, Alan	Rose-Gray, Melodee	Langdon, Paul A
New Zealand	Barnett, Debbie	No C&Q team	Langdon, Paul A

SW Country Sales GM:

SW Sales GM
Country	SW Sales GM
Singapore	Chua, Philip
Other SEA	Chua, Philip
Korea	Lee, Sang Yell
India	Kamal Dutta
China	Su, Steve
HK	Fung, Lewis
Taiwan	Chen, Allen
Australia	De Laine, David
New Zealand	De Laine, David
Japan	Nishizawa, Hitoshi

Step 2. Sales need to inform SW Cust info team to update customer Assets and Entitlements:

Assets and Entitlements:

This group can be involved at the very beginning of the process to check that HP has a record of

the licenses which are subject to the transfer request. The type of information required for Assets &

Entitlement is below:

o Licenses moving from:

o Licenses moving to:

o Exact details of the licenses to be transferred (including quantities, as could be a request for

partial transfer)

o Asset numbers or Maintenance number / Original PO reference

o Information on whether those licenses are active (current under maintenance) or inactive

o Information whether customer will require 1 new license key or 2 (old site could also require

a new license key in case of cumulative licenses)

Email in HPSW Geo license transfer PDL: SWCustomerInfo@hp.com

Step 3. After the Order is book by Order Processing team and AAE is transferred:

· The customer then needs to submit a license request:

o Please go to https://webware.hp.com/welcome.asp.

o To move a license the customer would use the "Move" function within Webware to change the host info, i.e. IP address.

o Depending on the software, this information may need to complete this transaction:

o Order number from Entitlement certificate

o Product number/name

o Server name (if applicable)

o IP address (if applicable)

o Device identifier (if applicable)

o License Owner contact information

· Customer can also contact the local licensing center at the numbers listed below for questions and/or assistance. Please have the following information available before calling these password

centers:

o Product number

o Product name

o IP address or Evaluation certificate

o Order number from the Entitlement certificate

Hewlett-Packard Password Center for Asia Pacific:

Phone: (outside Japan) (+81-3-3227-5672)

Phone: (within Japan) (+81-03-3227-5264)

Fax: (+81-3-3227-5238)

Hours of operation: 9:00 am to 5:00 pm JST, M-F

Important Note:

o This process is not meant to cover transfers which are subject to Upgrades/Additional license fees (e.g. if movement to another site requires an additional server, or if Sales manages to upgrade licenses from .Site to Area.). These quotes should use the existing upgrade SKUs available on the CPL.

Important Note regarding Support SAID migration:

Customer communication

As the geographical license transfer involves many parties and therefore some length of time to complete, it would be advisable that the customer is informed by the sales rep that until they receive notification of their new local SAID that any support calls would need to be logged via SSO using the SAID of their country of origin.

SAID request

All SAID requests for geographical license transfer can be sent directly to the country SW leads and copied to the APJ SAID Help Desk email node so the request can be tracked to completion by the APJ SAID team where response is delayed Sunny can provide the current list of country contacts she uses to request SAID creation. Lastly, it is not clear to whom the SAID should be forwarded once created.

Creation of SAID contract, some critical pieces of information must be supplied to the country CA as follows:

Company name:

SW Ship-to contact name & phone nbr:

SW Ship-to address:

SW part nbrs:

SW service level:

SW support term:

Proposed contract start date:

Maintenance Renewal Team:

The type of information required for Contract Administration to be able to reflect changes in SAP

systems are below:

o Licenses moving from:

o Licenses moving to:

o Contact people changes:

o Maintenance number for licenses transferred (if licenses not under maintenance, which

version is being used)

o If New location not currently in system, information required to set up the location (VAT

number, company registration number.)

Email to respective APJ CA team for license transfer:

Country

Country	HPSW Focal points	Contract ops managers	Customer ops mgrs
Japan	Kitakami, Hiroyasu; Chikamura, Hiromi	Tsukamoto Takuya	Koichi Asao
South Pacific	Sogna Pascotto	Tao Browne	Carolynne Marshall
India	R Bharath	Karthik Subbaramaiah	Manoj Sharma
Korea	Kim, Eun Yong	Lee Doo Ho	Carolynne Marshall
Taiwan	Yvonne Chen	Wang Ting-I	Wang Ting-I
China	Wu, Fei	Sun li hua	Yin hong
Hong Kong	Lee, Jenny MK	Sunny Chan	Amy Woo
Singapore	Lee, Huay Li	Rachel Low	Adrian Choo
Malaysia	Mariani Sukur	Goh Lee Chin
Thailand	Somchai Salee	Changpakorn, Suleeporn
Indonesia	Suhala Rachmiaty	Goh Lee Chin
Vietnam	Lee, Huay Li	Rachel Low

HPSW APJ Sales Operations: (Lim, Jill)

Responsible for pulling the process together and making sure the process is followed and

communicated across.

Order Management

Will be involved only in case a transfer fee is charged, in which case a normal Quote/Order should

be processed.

Assets and Entitlements

Responsible to transfer and update customer AAE.

Licensing:

Licensing team will issued the keys to the customer after the customer AAE is transferred and the HP Order is booked in the Ordering system.

Support group

Global Support (GSD) team (Response Center) needs to be informed that a license is being

transferred, so the contact for this group should be put on the copy of the transfer request.

Email in HPSW APJ SAID Geo license transfer PDL: APJ SAID Help Desk.

HPSW Legal: (Please involve Legal through Deal Desk for non-standard T & Cs)

HPSW Legal needs information on the process to be able to include wording in contracts if

requested by customers, but does not need to be involved in any communication sent to customers

when a license transfer is being confirmed.

Tax

HP Tax department has been contacted to verify that there are no tax implications regarding Geographical Transfers. There do not seem to be any tax implications for

remotely provided services (maintenance type services), but on-site services should not be allowed

to be transferred.

Finance

Could be involved if the pre-paid maintenance revenue is transferred to the receiving country, as

per the revenue splits policy.

Appendix:

Discount Matrix

ZDO Order process