These OEM Terms of Sale, including all applicable terms referenced herein, (“Agreement” or “OTS”) only applies to you, if you are an OEM as defined below, or unless you have an existing agreement in place with Supplier governing your purchases of the Offerings as an OEM (defined below). This Agreement governs OEM’s purchase of Products and Services (collectively “Offerings”) ordered directly from one of the entities below, as applicable for your country of purchase (“Supplier”):

Canada: Dell Canada Inc. or EMC Corporation of Canada

United States (50 states and Washington D.C.): Dell Marketing L.P. or EMC Corporation

In this Agreement, OEM may be referred to as “you” or “your”, and Supplier and OEM may be referred to individually as a “Party” or collectively as the “Parties”.

The Agreement consists of the main body setting forth the general terms and conditions applicable to all Offerings (“General Terms”), and may be supplemented by additional schedules and exhibits (“Schedules”), which shall form an integral part of this Agreement. Schedules will be offering-specific and contain terms applicable only to those certain Offerings.

By (i) issuing a Order to Supplier that references a Supplier quote to OEM; or (ii) signing such quote and returning it to Supplier, or (iii) otherwise by placing your Order, you accept and are bound to the terms of this Agreement.