Its OEM. Anytime Fry's puts up a picture of the actual retail boxed processor, then its a retail package. Otherwise, if its just the "Intel Core 2 Duo" emblem, then its an OEM processor.
The first time I bought an OEM processor from Fry's, it was DOA.
The Motherboard is pretty decent. I'm using it right now. Its really hit or miss though, alot of people report problems or DOA, but as a transitional mobo until more motherboards are release, its functional.
If you're getting a working processor, its well worth it