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windows XP OEM licenses

we are building  few small board computers which we need windows XP Pro licenses for resale.
is it legal for us to purchase OEM window 7 PRO licenses and downgrade them to win xp PRO?
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unknown_routine
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is it legal for us to purchase OEM window 7 PRO licenses and downgrade them to win xp PRO?

I don't think so, but I'm not sure what you mean by downgrade them to win xp PRO. There is no software to do that. win xp PRO actually comes as part of windows 7 (virtual PC_)

Why not just buying win xp PRO which is ceaper and install it directly?
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☠ MASQ ☠

Yes

You will act as the System Builder on behalf of the End User (you cannot be both)

You will retain responsibity for support.

You should ask the customer if they want the system provided with XP installed ( normally the end user is responsible)

Windows 7 technically should be installed using the OPK and the End User accept the EULA before the downgrade takes place so that the Key on the CoA sticker for Win 7 is in an activated state.  The XP downgrade from a System Builder disk is meant to be activated via Microsoft 'phone support where you'll be given a "one-off" activation Key for the XP installation under downgrade rights.

Be careful about providing reinstallation media for the customer.  You are not permitted to provide them with either the original or copied disks from the System Builder kit.

More details in Microsoft's basic OEM guide
http://oem.microsoft.com/public/worldwide/licensing/microsoft_oem_system_builder_licensing_guide_v2_012111.pdf

Or from their OEM homepage
http://www.microsoft.com/oem/en/licensing

In summary then, the main "gotchas" to be aware of are

The OEM Win 7 Pro install should be activate to accept the EULA then the customer can exert downgrade rights.

The CoA is for Win7 Pro which is the OS they are actually paying for
The XP activation key is not the same and you need to get a one off activation for the downgraded system from MS

You can't give the customer System Builder disks for either OS as that breaks your license as the System Builder.

Technically you should ask for a written authorization from the end user for you to carry this all out on their behalf (this is just a CYA thing as otherwise they didn't sign up to the EULA on the PC - you did!)

I guess also on a non-licencing note you should be pointing out clearly that XP is about to go End of Life.