Jocunent x20-1020
i
•-
c. Licenses. The lypes of Licenses available are (1) Licenses oblained under Software Assurance (L&SA), and (2) Subscription Licenses. These License types, as well as additional Licerse Types, are further described in the Product List.
3. Licenses for Products. :
a. License Grant. Microsoft grants the Enterprise a non-exclusive, worldwide and limited right lo download, install and use software Products, and to access and use the Online Services each in the quantity ordered under an Enrollment. The rights granted are subject lo the terms of this Agreement, the Use Rights and the Product Terms. Microsoft reserves all rights not expressly granted in this Agreement.
b. Duration of Licenses. Subscription Licenses and most Software Assurance rights are temporaly and expire when thé applicable Enrollment is terminated or expires, unless the Enrolled Affiliate exercises a buy-out option, which is available for some Subscription Licenses Except as otherwise noted in the applicable Enrollment or Use Rights, all other licenses become perpetual only when all payments for that License have been made and the initial Enrollment term has expired.
c. Applicable Use Rights.
Products (other than Online Services). The Use Rights in effect on the effective dale of the applicable Enrollment term will apply to Enterprise's use of the version of each Product that is current at the time. For future versions and new Products, the Use Rights in effect when those versions and Products are first released will apply. Changes Microsoft makes to the Use Rights for a particular version will not apply unless the Enrolled Affiliate chooses to have those changes apply. The Use Rights applicable to perpetual Licenses that were acquired under a previous agreement or Enrollient are determined by the Agreement or Enrollment under which they were acquired. Renewal of Sofiware Assurance does not change which Use Rights apply to those Licenses.
{Il) Online Services. For Online Services, the Use Rights in effect on the subscription start date will apply for the subscription term as defined in the Product Terms. d. Downgrade rights. Enrolled Affiliate may use all earlier version of a Product other than Online Services than the version that is current on the effective date of the Enrollment. For Licenses acquired in the current Enrollment terin, the Use Rights for the current version apply to the use If the earlier Product version includes featues that are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those features.
e. New Version Rights under Software Assuranco. Enrolled Affilate must order and maintain continuous Software Assurance coverage for each License ordered. With Sofiware Assurance coverage, Enterprise automatically has the right to use a new version of a licensed Product as soon as it is released, even if Enrolled Affiliate chooses not to use he new version inmediately (i) Excepl as olherwise permitted under an Enrollment, use of the new version will be subject to the new version's Use Rights.
(it) If the License for the earlier version of the Product is perpelual at the lime the rew version is released, the License for the new version will also be perpetual. Perpetual Licenses obtained through Sofiware Assurance replace any perpetual Licenses for the earlier License confirmation. This Agreement the applicable Enrollment, Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses. together with Enrol of payment, will be Enrolled Aflate's evidence of all Licenses oblained under an EA2016Ag4US)SLG(ENG\(Nov2015) Paoc 3 of 11
Document X20. 10209
Reorganizations, consolidations and privatizations. If the number of Licenses covered by an Enrollment changes by more than len percent as a result of (1) a reorganization. consolidation or privalization of an entity or an operating division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including a merger with a third pany that has an existing agreement or Enrollment. Microsoft will work with Enrolled Affiliate in good faith to delermine how to accominodate its changed circumstances in the context of this Agreement.
4. Making copies of Products and re-imaging rights.
a. General. Eurolled Affiliate may make as many copies of Products, as it needs to distribute them within the Enterprise. Cópies must be true and complete (including copyright and trademark notices) from master copies obtained front a Microsoft approved fulfillment source Enroller Affiliate may use a third party to make these copies, but Enrolled Affiliate agrees it will be responsible for any third party's actions. Enrolled Affiliate agrees lo make reasonable efforts to nolify its employees, agents and any other individuals who use the Proclucts that the Products are licensed from Microsoft and subject to the terms of this Agreement. b. Copies for training/evaluation and back-lp. For all Products other lhan Online Services.
Enrolled Affiliate inay: (1) use up to 20 complimentary copies of any licensed Product in a delicater training facility on its premises for purposes of training on that particular Product. (2) use up to 10 complimentary copies of any Products for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations. Trials for Online Services may be available if specified in the Use Rights
Right to re-image. In certain cases, re-imaging is permitted using the Product media. If the Microsoft Product is licensed (t) from an original equipment manufacturer (OEM), (2) as a full packaged Product through a relail source, or (3) under another Microsoft program, then media provided under this Agreement may generally be used to create images for use in place of copies provided through that separate source. This right is conditional upon the following:
Separate Licenses must be acquired from the separale source for each Product that is re- Imaged
(ii) The Product, language, version, and components of the copies inade musl be identical to he Product, language, version, and all components of the copies they replace and the number of copies or instances of the re-linaged Product permitled remains the same. (til) Except for copies of an operating system and copies of Products licensed under anolher Microsoft program, the Product type (e.g.. Upgrade or full License) re-imaged must he identical to the Product lype licensed from the separate source iv) Enrolled Affiliate must adhere 1o any Product-specific processes or requirements for re imaging identified in the Product Terms
support obligation.
Transferring and reassigning Licenses.
* Licease tay tas, one set peter eid pensest, except that customer or an timotel li) an Affiliate, or
) a third party solely in connection with the transfer of hardware or employees to whorn t1 censes have been assigned as part of (A) a privatization of an Affiliate or agency or of:
sure: 201011)
:
operating division of Enrolled Affiliate or an Affiliate. (B) a reorganization, or (Ci a consolidation.
Upon such transfer, Cuslomer 'or Enrolled Affiliate must uninstalt and discontinue using the licensed Product and render any copies unusable
http://www.mic/osolf.com/icens/ng/coufracts and
before the License transfer. No License transfer will be valid unless Enrolled Affiliale provides to the transferee, and the transteree accepts in writing, documents sufficient to enale lhe transferee to ascertain the scope, purpose and limitations of the rights granted by Microsof! under the licenses being transferred (includingthe applicable Use Rights, use and transfer restrictions, warranties and linitalions of liability). Any License transfer not made in compliance with this section will be void
Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must he assigned to a single user or device within the Enterprise. Licenses and Soflware Assurance may be reassigned within the Enterprise as described in the Use Rights.
6. Term and termination.
a. Term. The terin of this Agreement will be 36 full calendar months from the effective date unless terminated by either party as described below. Each Enrollment will have the term provided in that Enrollment.
b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' written notice. In the event of termination, new Enrollments will not be accepted, but any existing Enrollinent will continue for the term of such Enrollment and will continue to be governed by this Agreement.
Mid-lerin terminalion for non-appropriation of Funis. Enrolled Affidiate may terminate this Agreement or an Enrollment without liability, penalty or further obligation to make payments if func's lo make payınents under the Agreement or Enrollment are not appropriated or allocaled by the Enrolled Affiliate for such purpose
cl. Termination for cause. Without limiling any other remedies it may have, either party may lemminate an Enrollment if the other party materially breaches its obligations under this Agreement, including any obligation to submit orders or pay invoices. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice of its intent to terminate and an opportunity to cure the breachs.
If Microsoft gives such police to an Enrolled Affiliate, Microsoft also will give Customer a copy of that notice and Customer agrees to help resolve the breach. If the breach affects other Enrollments and cannot be resolved belween Microsoft and Enrolled Affiliate, logether with Customer's help, within a reasonable periol of time, Microsoft nay terminate this Agreement and all Enrollments under it. If an Enrolled Affiliate ceases lo be Customer's Afiliate, it must prompliv notify Microsoft, and Microsoft mav terminale the former Afflate's Enrollment If an Enrolled Affilate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enroilment because Enrolled Affiliate ceases 1o be Customer's Affiliate, then Enrolled Affiliate will have the early termination rights described in the Enrollment. e. Early termination. if (1) an Enrolled Affiliate terminales is Enrollment as a resull of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non- approprlation of funds. or (4) Microsoft terminates an Enrollment for non-payment due to non- appropriation of funds. then the Enrolled Affiliate wil have the following options:
(1) Il may immediately pay the total remaining amount due, including all installments, in which case. the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered; or
Damnent X20-1020"
(li) It may pay only amounts due as of the termination date, in which case the Enrolled Affiliate will have perpetual Licenses for:
all copies of Products (including the latest version of Products ordered under S verage in lhe current term) for which payinent has been made in full, ar 2)
and payable) if the early termination had not occurred. (lii) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have the following options:
1) For eligible Products, Enrolled Affiliate may oblain perpetual Licenses as described in the section of lhe Enrollment titled "Buy-out aption," provided that Microsoft receives the buy-out order for those Licenses within 60 days alter Enrolled Affilale provides 2) In the event of a breach by Microsoft, If Customer chooses not to exercise a buy-out ciption, Microsoft will issue Enrolled Affilaite a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the termination of the Enrollment.
Nothing in this section shail affect perpetual License rights acquired either in a separate agreement or in a prior term of the terminated Enrollment.
1. Effect of termination or expiration. Wher an Enrollment expires or is terminated, (i) Enroller Affiliate must order, Licenses for all copies of Proclucts it has run for which it has not previously submitted an order. Any and all unpaid payments for any order of any kind remain due and payable. Except as provided in the subsection titled "Early termination." al! unpaid payments for Licenses immediately become due and payable. (ii) Enrolled Affiliate's right 1o Software Assurance benefits under this Agreement ends if it does not renew Soflware Assurance
y. Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or lerminate an Online. Service where there is any Curren! or future government requirement or obligation that: !!1) subjects Microsoft to any regulation or requirement not generally applicable to businesses operating in the jurisdiction: (2) presents a hardship for Microsoft to continue operating the Online Service without modification; and/or (3) causes Microsoft to believe these terms or the Online Service may conflict with any such requirement or obligation.
I1. Program updates. Microsofl may make changes lo this program that will make it necessary for Customer and its Enrolled Affiliales to enter into new agreements and Enrollments at the lime of an Enrolintent renewal
Use, ownership, rights, and restrictions.
•. Fixes eated for a spense roder, an are nis as ropi plete with the fies prix is !
GAU16Ac[US)SLG/ENG) /Nov2016) Page G of :1
Document X20.10209
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d. Restrictions. Enrolled Affiliate must not and is not licensed to) (i) reverse engineer. decompile, or disassemble any Product or Fix: (2) install or use non-Microsoft sofiware or lechnology in any way that would subject Microsoft's intellectual propery or technology to any other license terms: or (3) work around any lechnical limilations in a Product or Fix or restrictions in Product documentation. Customer must not (and is not licensed to) () separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately: or (ii) distribute, sublicense, rent, lease, lend any Products or Fixes, in whole or in part, or use them to offer hosling services to a third panly.;
Reservation of rights. Products and Fixes are protected by copyright and other intellectual property rights laws and international treaties. Microsoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Rights 1o access or use Software on a device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or 1 8. Confidentiality.
"Confidential Information" is non-public information that is designated "confidential" or that a reasonable person should understand is confidential, including Customer Data. Confidential Information does not inclucle information that (a) beconies publicly available without a breach of this agreertient, (b) the receiving party received lawfully from another source without a confidentiality obligation. (c) is independently developed, or (d) is a comment or suggestion volunteered about the other party's business. products or services.
Each party will take reasonable steps to protect the other's Confidential information and will use the other party's Confidential Information only for purposes of the parties' business relationship. Neither party will disclose that Confidential Information to third parties, except to its employees, Affiliates. contractors, advisors and consultants ("Representatives") and then only on a need-to-know basis under nondisclosure obligations al least as protective as this agreement. Each parly remains responsible for the use of the Conficiential Information by its Representalives and, in the event of discovery of any inauthorized use or disclosure, inust promptly notify the other party.
A party may disclose the other's Confidential Infornation if required by law; but only after it notifies the other party (if legaliy permissible) to enable the other party to seek a protective order.
Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information Each party agrees that the use of information retained in Representatives unaided memories in the development or deployinent of the paries' respeclive products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly.
These obligations apply (i) for Customer Data until it is deleted for the Online Services, and (i) for all olhei Confidential Informalion, for a period of five years after a party receives the Confidential Information.
9. Privacy and compliance with laws.
d. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this Agreement. Enrolled Aflilate will oblain all required consents from third parties under applicable privacy and data protection law before providing personal information to Microsoft.
,. Personal information collected under this agreeinent (i) may be transferred, slored an processed in the United States or any other country in which Microsoft or its service providers maintain facilities and (il) will be subject to the privacy terms specified in the Use Rights Microsoft will abide by the reairements of Euronear Ecoromi: Area and Swiss dala protection
• -. . Document X20.10209
law regarding the collection, use, transler, retention, and other processing of personal data from the European Economic Aiea and Switzerland.
c. U.S. export. Products and Fixes are subject to U.S. export jurisdiction. Enrolled Affiliate must comply with all applicable internalional and national laws, including the U.S. Expon Administration Regulations and International Traffic in Arms Regulations, and end-user, end (Ise and destination restrictions issued by U.S. and other governinents related to Microsofi products, services and technologies.
10. Warranties.
a. Linited warranties and remedies.
(i) Software. Microsoft warrants that each version of the Software will perforn substantially as described in the applicable Product documentation for one year from the date the Enterprise is first licensed for that version if it does not and the Enterprise notifies Microsoft within the warranty term, then Microsoft will at its option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software. fif Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during the Enterprise's use. The Enterprise's remedies for breach of this warranty are in the SLA
The remedies above are the Enterprise's sole remedies for breach of the warranties in this section Customer waives any breach of warranty clains not nade during the warranty period b. Exclusions. The warranties in this agreement do not apply to problems caused by accident. abuse. or use in a manner inconsistent with this Agreeinent, including failure to meel minimum systern requirements. These warranties do not apply to free, trial, pre-release, or beta products, or to components of Products that Enrolled Affiliate is permitted to redistribute. • Decame ocean on enter am e.
fitness for a particular purpose.
11. Defense of third party claims.
The parties will defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending paily is promptly notified in writing of the claim and lias the right to control the defense and any settlement of it. The party being defended must provide the defending party with all requested assistance. information, and authorily. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties' sole remedies and entire liability for such claims By Microsoft. Microsolt will defend Enrolled Affiliate against any third-party claim to the extent it alleces that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted (unmodified from the form provided by Microsoft and not combined with anything else) misappropriates a trade secrel or directly infringes a patent, copyright, trademark or other proprietary right of a third parly. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, at ils option, either (1) modify or replace lhe Product of Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license lees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period alter the termination date Microsoft will nol be liable for any claims or damages due to Enroller Affiliate's continued use of a Product or Fix alter being notified to stop due to a third narty claint b. By Enrolled Affiliate. To he extent permilted by applicable law, Enrolled Affiliate will defend Microsolt against any third-party claim to the extent it alleges that: (1) any Customer Data or FA2015Agı(US)SLG ENGX/ny2016) Page 8 of 11
Document X20.10200
nol-Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf nisappropriates a trade secret or direcily infringes a palent, copyright, trademark, or othe raprietary right of a third party; or (2) Enrolled Affiliate's use of any Product or Fix, alone or ir combinalion with anylhing else, violates the law or damages a third party
12. Limitation of liability.
For each Product, each party's maximum, aggregate liability to the olher under this Agreement is linited o direct damages linally awarded in an amount not to exceed the amounts Enrolled Affiliate was requirec to pay for the applicable Producis during the term of this Agreement, subject 1o the following a. Online Services. For Online Services, Microsoft's maximum liability to Enrolled Affiliate For ary incident giving rise to a claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident. b. Frce Products and Distributahle Code. For Products proviced free of charge and code that Enrolled Affiliate is authorized to redistribute lo third parties without separate payment to Microsoft, Microsoft's liability is limited lo direct damages finally awarded up to US$5,000.
Exclusions. In no event will either party be liable for indirect, incilental, special, punitive. or consequential damages, or for loss of lise, loss of business information, loss of revente, or interruption of business, however caused or on any theory of liability.
13. Verifying compliance.
a. Right to verify compliance. Enrolled Affiliate must keep records relating to all use and distribution of Products by Encólled Affiliate and its Affiliales. Microsoft has the right, at its expense, to the extent permitted by applicable lavi. lo verify compliance with the Product's Enrolled Affiliate must promptly provide the independent auditor will any information the auditor reasonably requests in furtherance of the verification, including access to syslems running the Products and evidence of Licenses for Products Enrolled Affiliate hosts. suhlicenses, or distribules to third parties. Enrolled Affiliate agrees to complete Microsoft's self-audit process, which Microsoft may require as an alternalive to a third party audit Remedies for non-compliance. If verification or self-audit reveals any unlicensed use or distribution, then within 30 days, (1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed use or distribution is 5% or more. Enrolled Affiliate rust reimburse Microsoft for the cost Microsoft has incurred in verification and acquire the necessary additional licenses at 125% of the price based on the then-current price list and Enrolled Affiliate price level. The unlicensed use percentage is based on the total number of licenses purchased compared to actual install base. If there is no unticensed use. Microsoft will not subject Enrolled Affiliate 10; another verification for at least one year. By exercising the rights and procedures described above. Microsoft does not waive its rights to entorce this Agreemen! or to protect its intellectual property by any other means permitted by law.
Verification process. Microsoft will notily Enrolled Affilate at least 30 days in advance of its intent to verify Enrolled Affiliate's compliance with the license terns for the Products Enrolled Affiliate and its Affitiates use or distribute. Microsoft will engage an independent auditor, which will be subject to a confidentiality obligation. Any information collected in the self-audit will be used solely for purposes of delermining compliance. This verification will fake place during normal business hours and in a manner thal does not intertere unreasonably with Enroller Affiliate's operations.
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14. Miscellaneous.
a Use of contractors. Microsoft may use contractors to perform services, but will be responsible for their performance subject to the terms of this Agreement Microsoft as independent contractor. The parties are independent contractors. Enrolleci Affiliate and Microsoft each may develop products independently wilhout using the other's Confidential Information
Notices. Nolices to Microsoft must be sent to the address on the signature forni. Notices mu : in writing and will be treated as delivered on the date shown on the return receipl or on ll courier or fax confirmation of delivery. Microsoft may provide information to Enrolled Affiliate about upcoming ordering deadlines, services, and subscription information in electronic form ncluding by email to contacts proviced by Enrolled Affiliale. Emails will be trealed as delivered on the transmission date.
ri. Agrecinent. not exclusive. Cuslomer is free lo enter into agreements lo license. use or promote non-Microsoft products
c. Amendments. Any amendment to this Agreement must be executec by both parties. except that Microsoft may change the Product Terms and the Use Rights from time lo lime in accordance with the terms of this Agreement. Any conflicting terms and conditions contained! in an Enrolled Affiliate's purchase order will not apply. Microsoft may require Customer to sign a new agreement or an amendment before an Enrolled Affiliate enters into an Enrollment under this agreement.
f. Assignment. Either party may assign this Agreeinent lo an Affiliate, but must notify the other party in writing of the assignment. Any other proposed assignment must be approved by the non assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned agreement Any altempled assignment without required approval wilt be Applicable law; dispute resolution. The terms of this Agreement will be governed by the laws of Customer's state, without giving effect to its conflict of laws. Disputes relating to this Agreement will be subject lo applicable dispute resolution laws of Customer's state.
11. Severability. It any provision in this agreement is held to be unenforceable, the halance of the agreement will remain in full force and effect
i. Waiver. Failure to enforce any' provision of this agreement will not conslitute a waiver. Any waiver must be in writing and signed by the waiving party. i. No thiel-party beneficlarles. This Agreement does not create any third-party beneficiary rights
k. Survival. All provisions survive termination or expiration of this Agreement except those requiring performance only during the term of the Agreement.
1. Management and Reporting. Customer and/or Enrolled Affiliate may manage account details . Order of precedence. In the case of a conflict between any documents in this Agreement th not expressly resolved in those documents, their terms will contil in he following order fic righest to lowest priority: (1) this Enterprise Agreement. (2) any Enrollment, (3) the Produc Sier documenis in Sis Agisement: fems in an amerinent conti over teamed other documents in this Agreement.
Page I0 of 11
Document X20 10209
11. Free Products, It is Microsoft's intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to.
Enrolled Affiliale is for the sole use and benefit of the Enrolled Affiliate, and is not provided tor use by or personal benefit of any specitic government employee o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation to provide accessible technologies to its cilizens with disabilities as required by Section 508 o the Rehabilitation Act of 1973.
Accessibility Templates ("VPATs") for the Microsoll technologies used in providing the Online Services can be found al Microsoft's VPAT page. Further information regarding Microsoft's commitment to accessibilily can be found at hltp_//www.microsofl.com/enable p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional assistance or rights by posting them on http:/www.microsofl.com at such time.
4. Copyright violation. Except as set forth in the section above entitted "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms of this Agreement and the Use Rights, for the Products il uses. Except to the extent Enrolled Affiliate is licensed under this Agreement. it will be responsible for its breach of this contract and violatian of Microsoft's copyright in the Products, including payment of License fees specified in this Agreement for unlicensed use.
EA2010/vy(JSiSLG(ENG)(Nav201G› Page 11 of 11
Docanent X20-10209 (
8' Microsoft Volume Licensing
Supplemental Contact Information Form
This form applies to: • MBSA
* Agreement
• Enrollment/Astliate Regisiration Form
Insert primary entity name if more than one Enrollment/Registration Forn is submitted
Contact information.
Each party will notify the other in wriling if any of the information in the following contact information The asterisks (*) indicate required fields; if the entity chooses to designate other the same required fields must be completed for each section. By provieling contact information, entity consents to its use for purposes of administering the Enrollment by ilicresoft and other parties that help Microsoft administer this Enrollment. The personal information provided in connection with this agreement will be used and protected according to the privacy statement available at hips:ilicensing microsolt.con.
1. Additional notices contact.
This contact receives all notices that are sent from Microsoft. No online access is granted to this individual.
Name of entity' County of Riverside
Contact name*: First Regina Last Funderburk
Contact email address* [email protected]
Street address* 3450 14th Street, 4lh Floor;
City* Riverside State/Province* California Postal code* 92501-3861 Country* USA
Phone 951-955-2265 Fax
[ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity.
2. Software Assurance manager.
This contact will receive online permissions to nanage the Software: Assurance benelits under the Enrollment or Registration.
Name of entity County of Riverside
Contact name': First Regina Last Funderburk
Contact email address* [email protected]
Street address* 3450 14th Street, 4th Floor,
City Riverside State/Province* California, Postal corle* 92501-3861
Country" USA
Phone* 951-955-3265 Fax
• This contact is a third parly (not the entity). Warning: This contact ieceives personally identifiable information of the entily.
Subscriptions manager.
This contact will assign MSDN. Expression, and TechNet Plus subscription licenses to the individua subscribers under this Enrollment of Registration. Assignment of the subscription licenses is necessar for access to any of the online benefits, such as subscription downloads. This contact will also manage any complimentary or additional media purchases related to these subscriptions Name of entity* County of Riverside
Contact name*: First Regina Last Funderburk
Contact email address* RFunderburk @rivco.org
Street acidress* 3450 14th Street, 4th Floor
City' Riverside State/Province' California Postal code' 92501-3861 Country" USA
Phone 951-955-2265 Fax
• This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity.
4. Online services manager.
This contact will be provided online permissions 1o manage the online services ordered under the Enrollment or Registration.
Name of entity* County of Riverside
Contact name^: First Luis Last Flores
Contact email address* [email protected]
Street address' 3450 141h Streel, 4th Floor
City^ Riverside State/Province* California Postal code* 92501-3861 Country^ USA
Phone* 951-955-8114 Fax
• This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity.
5. Customer Support Manager (CSM).
This person is designated as the Customer Support Manager (CSM) for support-relatect activities.
Name of entity* County of Riversicle
Contact name*: First Luis Last Flores
Contact email address* [email protected]
Street address* 3450 14th Street, 4th Floor
City' Riverside State/Province* California Postal code" 92501-3861 Country' USA
Plone* 951-955-8114 Fax
6. Primary contact information.
An individual front inside the organization must serve as the primary contact. This contact receives online administrator permissions and may grant online access to others. This contact also receives all notices linless Microsoft is provided written notice of a change.
Name of entity* County of Riverside
SupConacint bun(NA INDUENG) (0c12013) Page 2 or 3
Contact name*: First Jim Last Smith
Contact email address [email protected]
Street address 3450 14th Street, 4th Floor
City" Riverside State/Province* CA Postal code* 92501-3861 Country* US
Phone* 951-231-5909 Fax
7. Notices contact and online administrator information.
This individual receives online admistrator permissions and may grant online access to olhers. This contact also receives all notices.
X Same as prinary contact
Name of entity'
Contact name*: First Last
Contact email address
Strect address'
State/Province" Postal cocle
Country
Phone* Fax
[ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity.
Fage 3 01 3
Microsoft Volume Licensing
Program Signature Form
MBA/MBSA number Proposal ID
Agreement number
Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new
or the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Governmen 'artner, Institution, or other party entering into a volume licensing program agreement This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below.
Contract Document Number or Code
Select Plus Agreement X20-04874
‹Choose Agreement> Document Number or Code
‹Choose Agreement> Document Number or Code
‹Choose Agreement> Document Number or Code
‹Choose Agreement> Document Number or Code
Select Plus Affiliate Registration Form X20-04921
‹Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code ‹Choose Enrollment/Registration> Document Number or Code ‹Choose Enrollment/Registration> Document Number or Code Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents.
Customer
Name of Entity (must bellegal entity name* County of Riverside Signature*
Printed First and Last Name* Ines Mark
Printed Title* Procurement Contract Specialist BY NEALR KIPNIS Signature Date* 07/17/2013
Tax ID 95-6000930
* indicates required field
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oct2012) Page 1 of 3 Microsoft Affiliate
Microsoft Licensing, GP
Signature
Printed First and Last Name
Printed Title
Site atros Atiate countersigns)
Effective Date
(may be different than Microsoft's signature date)
Optional 2^d Customer signature or Outsourcer signature (if applicable) Customer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title*
Signature Date*
* indicates required field
Outsourcer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title*
Signature Date*
* indicates required field
If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments include the appropriate form(s) with this signature form After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy.
Microsoft Licensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSignForm(MSSign)(NA, LatAm)ExBRA,MLI(ENG)(Oct2012) Page 2 of 3 ( Prepared By: Name of Preparer
Email of Preparer
ProgramSignForm(MSSign)(NA.LatAm)ExBRA.MLI(ENG)(Oc(2012) Page 3 of 3 Microsoft Volume Licensing
Select Plus License Program Agreement State and Local
Contents
1. Definitions.
2. How the Select Plus License program works.
3. How to establish price level. 3
4. License grant — what Registered Affiliates are licensed to run. 3
5. How to know what Product Use Rights apply 4
6. How to order Product Licenses.... ...5
7. Making copies of Products and re-imaging rights. . 6
8. Transferring and reassigning Licenses... ... 6
9. Term and termination.. 7
10. How to renew an Order. ..8
11. Restrictions on use. .. 9
12. Confidentiality... ...9
13. Warranties. ..10
14. Defense of infringement, misappropriation, and third party claims. ... 11
15. Limitation of liability... ...12
16. Verifying compliance. ...13
17. Non-Microsoft Software or Technology... ...14
18. Miscellaneous... ..14
This Microsoft Select Plus Agreement is entered into between the entities identified on the signature form.
Effective date. The effective date of this agreement is the effective date of the first Affiliate Registration Form or the date Microsoft accepts this agreement, whichever is earlier.
This agreement consists of (1) the terms and conditions of this agreement and all attachments identified therein, (2) the Product List, (3) the Product Use Rights applicable to Products licensed under his agreement, (4) any Affiliate registration entered into under this agreement, and (5) any Order submitted under this agreement.
The parties agree to ve bound by the terms of this agreement.
Terms and Conditions
1. Definitions.
In this agreement the following definitions apply:
"Affiliate" means
a. with regard to Customer
(i) any government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer;
(ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state jurisdiction and geographic boundaries; and
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(ili) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under state contracts; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and
b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft
"available" means, with respect to a Product, that Microsoft has made Licenses for that Product available for ordering under a particular licensing program;
"Commercial Product" means any Product Microsoft makes available for license for a fee; "Contractor" means any third party supplier or other provider of computer technology or related services. "Customer" means the entity that has entered into this agreement and its Affiliates; "Customer Data" means all data, including all text, sound, software, or image files that are provided to Microsoft by, or on behalf of, Customer through Customer's use of the Online Services. "Fixes" means Product fixes, modifications or enhancements or their derivatives that Microsoft releases generally (such as Commercial Product service packs);
"License" means Registered Affiliate's right to use the quantity of a Product ordered.
Products, a License may be available on a subscription basis ("Subscription License"). Licenses for Online Services will be considered Subscription Licenses under this agreement; "L&SA" means a License and Software Assurance for any Product ordered; "Microsoft" means the Microsoft entity that has entered into this agreement by accepting Customer's registration;
- "Order" means the document Customer or Customer's Affiliate submits under this agreement to acquire Licenses or Services;
"Online Services" means the Microsoft-hosted services identified in the Online Services section of the Product List.
"Product" means all software, Online Services and other web-based services, including pre-release or beta versions, identified on the Product List.
"Product List" means, with respect to any licensing program, the statement published by Microsoft from time to time on the World Wide Web at http://www.microsoft.com/licensing/contracts, or at a successor site that Microsoft identifies, which identifies the Products that are or may be made available under the program (which availability may vary by region) and any Product-specific conditions or limitations on the acquisition of licenses for those Products;
"Product Use Rights" means, with respect to any licensing program, the use rights for each Product and version published for that licensing program at http://www.microsoft.com/licensing/contracts or at a "Qualifying Contract," means (1) an Enterprise Enrollment under a Microsoft Enterprise Agreement; (2) any Enterprise Subscription Enrollment entered into under a Microsoft Enterprise Subscription Agreement, or a Select Agreement.
"Registered Affiliate" means an entity, either Customer or any one of Customer's Affiliates, identified on an affiliate registration form that has been accepted by Microsoft and has submitted an Order under this "Reseller" means a large account reseller authorized by Microsoft to resell Licenses in a Registered Affiliate's region under this program;
"Service Level Agreement" means the document specifying the standards Microsoft agrees to adhere to and by which it measures the level of service for an Online Service.
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"Software Assurance" means an annuity offering that provides new version rights and other benefits for Products as described in the Product List;
"Trade Secret" means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy.
"use" or "run" means to copy, install, use, access, display, run or otherwise interact.
2. How the Select Plus License program works.
The Select Plus License program allows Registered Affiliates to acquire Licenses at discount pricing.
Customer and Customer's Affiliates can participate in this program if Customer or Customer's Affiliate (1) submits an Order meeting the initial minimum order quantity, (2) maintains at least one active Qualifying Contract, or (3) has purchased the minimum order quantity during the 12 months preceding the effective date of this agreement. Notwithstanding any other provision of this agreement, only Registered Affiliates identified in a Registration Form will be responsible for complying with the terms of that registration, including the terms of this agreement incorporated by reference in that registration. a. How Registered Affiliates acquire Licenses. A Registered Affiliate will acquire its Licenses through its chosen Reseller. Orders will be made out to and submitted to the Registered Affiliate's Reseller. Microsoft will invoice that Reseller according to the terms in the applicable registration. The Reseller and the Registered Affiliate will determine the Registered Affiliate's actual price and payment terms.
b. Choosing and maintaining a Reseller. Each Registered Affiliate must choose and maintain a Reseller authorized in the Registered Affiliate's region. c. Online Services. Online Services are provided as subscription services and are subject to the unique terms set forth in the Product Use Rights and the Product List.
3. How to establish price level.
Establishing price levels. Each Product offering is assigned a point value on the Product List and is assigned to a Product pool.. The Customer's price level for a pool applies to purchases made by all Registered Affiliates under this agreement. Throughout the term of this agreement, the Customer's price level for each Product and its associated Pool (Applications, Systems and Servers) will be level "D.
Customer does not need to acquire Products in all pools. The price Microsoft will invoice Reseller will be based on Customer's price level for the pool of the Product ordered. Throughout this agreement the term "price" refers to reference price.
4. License grant — what Registered Affiliates are licensed to run.
Registered Affiliates have the rights below once their registration is accepted by Microsoft. These rights apply to the Licenses obtained under this agreement and are not related to any order of, or fulfillment of, software media.
The ability to run current or later versions of a Product licensed under this agreement could be affected by minimum system requirements or other factors (e.g., hardware or other software). a. General. At any time after their registration has been accepted by Microsoft, a Registered Affiliate may run for its own benefit as many copies as it chooses, of any available Products it chooses, provided that it submits Orders for all copies in the month in which those copies are first run.
b. Use by Affiliates. A Registered Affiliate may sublicense the right to use the Products ordered under this agreement to any of its Affiliates, but Affiliates may not sublicense these rights and their use must be consistent with the License terms contained in this agreement.
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c. When Licenses become perpetual.
(i) License only. Registered Affiliate's right to run copies of any Product for which it orders only a License is temporary until the Registered Affiliate has paid for that License in full and Microsoft has collected such payment. Thereafter, Registered Affiliate will have a perpetual License to run the number of copies ordered in the version ordered (ii) L&SA or Software Assurance. Registered Affiliate's right to run copies of any Product for which it orders L&SA or Software Assurance is temporary until:
1) the Registered Affiliate has paid all installments of the price for such coverage and the Order or renewal term during which such Product Licenses were ordered has expired or been renewed or
2) the Registered Affiliate is otherwise eligible for perpetual Licenses as provided in this agreement.
Thereafter, , the Registered Affiliate will have perpetual Licenses to run the Products ordered in the latest versions available as of the date of expiration, renewal, or termination (or any prior version) for the number of copies ordered or renewed (ill) Subscription Licenses. Subscription Licenses are not perpetual under any Circumstances.
d. Perpetual Licenses through Software Assurance. Any perpetual Licenses received through Software Assurance supersede and replace the underlying perpetual Licenses for which that Software Assurance coverage was ordered. All perpetual Licenses acquired under this agreement remain subject to the terms of this agreement and the applicable Product Use Non-Perpetual Licenses. Some Products may be licensed on a fixed term or subscription • Dogs. Tosciplin agreement is no rec basis. The right to Use Products licensed on a subscription basis terminates upon expiration f. License confirmation. This agreement, the applicable Order, the Registered Affiliate's Order confirmation, and any documentation evidencing transfers of Licenses, together with proof of payment, will be the Registered Affiliate's evidence of all Licenses obtained under its Order as described in this agreement.
g. Prior version rights. A Registered Affiliate may run prior versions of any Product it Licenses under this agreement. A Registered Affiliate may run different language versions of any Product it Licenses under this agreement, provided that the License, L&SA, or Software Assurance for that different language version is available at the same, or lower price, than the price paid for the language version ordered of the same Product and License typa.
How to know what Product Use Rights apply.
a. Product Use Rights. Microsoft publishes Product Use Rights for each version of each Product. latest Product Use Rights is available at
http://www.microsoft.com/licensing/contracts.
(i) Product Use Rights for current and future versions of Products. The Product Use Product Use Rights for a particular version will not apply to Registered Affiliates' use of (ii) Product Use Rights for earlier versions (downgrade). If a Registered Affiliate runs an earlier version of a Product than the version that was current on the agreement effective SelectPtus2012AgrGov(US)SLG(ENGXOct2012) Page 4 of 16
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date, the Product Use Rights for the version licensed, not the version being run, will However, if the earlier version includes components that are not part of the licensed version, any Product Use Rights specific to those components will apply to the Registered Affiliate's use of those components.
b. Reservation of rights. All rights not expressly granted are reserved by Microsoft. In lieu of Customer's obligation to indemnify Microsoft under various provisions of the Product Use Rights, Customer will be responsible for any cost or damages arising from any claim to which Customer's indemnity obligation would otherwise apply.
How to order Product Licenses.
a. Placing Orders. Registered Affiliate may purchase Licenses and Online Services Microsoft makes available under this program by placing Orders with Registered Affiliate's authonzed Reseller. The price and payment terms for all Orders will be determined by agreement between Registered Affiliate and its Reseller. When placing orders, a Registered Affiliate must specify the country or countries where the Registered Affiliate will use the Licenses.
Microsoft may refuse to accept an Order if Microsoft has a business reason to do so.
Microsoft may change the Products and subscription services available under this program. b. When is the Registered Affiliate eligible to order just Software Assurance? A Registered Affiliate may order Software Assurance for copies of a Product, without the need to simultaneously order a new License for those copies, in each of the following circumstances:
(i) Registered Affiliate may order Software Assurance for copies of Products for which the Registered Affiliate has previously obtained perpetual Licenses through Upgrade Advantage, Software Assurance, or any similar upgrade protection, so long as the Order for Software Assurance under this Agreement becomes effective no later than one day following the expiration of that upgrade protection, and (2) Registered Affiliate submits an order for another term of Software Assurance for those Licenses prior to or at the expiration of the previous term
(ii) During the term of the Agreement (including any renewal term), a Registered Affiliate may be eligible to order Software Assurance for copies of certain Products licensed through retail sources or from an original equipment manufacturer ("OEM"), provided that the Registered Affiliate places its Order within the required time frame. The Product List at http://www.microsoft.com/licensing/contracts identifies those Products that may be enrolled in Software Assurance and the applicable time frame for placing an Order. (ili) A Registered Affiliate may also order Software Assurance in any other circumstances expressly permitted in the Product List.
(iv) A Registered Affiliate may renew Software Assurance ordered under this Agreement at the time it renews its Order as described in the section titled "How to renew an Order." c. How to confirm Orders. Information about Orders, including an electronic confirmation of d. Invoices and payments. For any Orders for Software Assurance or L&SA, if the Registered Affiliate elects to spread its payments over three years rather than payment in a lump sum, it Affiliate's Reseller in installments, the first installment upon receipt of the Order and subsequent installments on each anniversary of the Order or the Affiliate anniversary month.
Any amounts for Licenses only (i.e. without accompanying Software Assurance) will be invoiced to the Registered Affiliate's Reseller in full upon receipt of the Order.
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e. Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with one another, Registered Affiliate must choose a replacement Reseller. If Registered Affiliate or Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the other using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect.
7. Making copies of Products and re-imaging rights.
a. General. The Registered Affiliate may make as many copies of the Products as it needs to distribute them within its organization. Copies must be true and complete (including copyright and trademark notices), from master copies obtained from a Microsoft approved fulfillment source The Registered Affiliate may use a third party to make these copies, but the Registered Affiliate agrees that it will be responsible for that third party's actions. The Registered Affiliate agrees to use reasonable efforts to make its employees, agents and any other individuals that it allows to use the Products aware that the Products are licensed from Microsoft and can only be transferred subject to the terms of this agreement. b. Copies for training, evaluation, and back-up. The Registered Affiliate may (1) use up to 20 complimentary copies of any Product in a dedicated training facility on its premises, (2) use up to 10 complimentary copies of any Product for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations.
Right to "re-image." In certain cases, re-imaging is permitted using the volume licensing program Product media. If the Microsoft Products) is licensed (1) from an original equipment manufacturer (OEM), (2) as full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this agreement may be generally used to create images for use in place of copies provided through that separate source. This right is conditional upon the following:
(i) Separate Licenses must be owned from the source for each Product that is re-imaged (ii) The Product, language, version and components of the copies made must be identical to the Product, language, version and all components of the copies they replace and the number of copies or instances of the re-imaged Product permitted remains the same. (ill) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.g., upgrade or full License) must be identical to the Product type from the separate source.
(iv) Any Product-specific requirements for re-imaging identified in the Product List. (v) Re-images made under this subsection remain subject to the terms and use rights provided with the License from the separate source. This subsection does not create or extend any warranty or support obligation.
Transferring and reassigning Licenses.
a. License transfers. License transfers are not permitted, except that Customer may transfer fully-paid perpetual licenses to:
Transferring Licenses to third parties. You may transfer fully-paid perpetual Licenses:
(i) if you are an agency of a state or local government to: (a) any other government agency. department, instrumentality, division, unit or other office of your state or local government that is supervised by or is part of you, or which supervises you or of which you are a part. or which is under common supervision with you; (i) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of your state and located within SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 6 of 16
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your states jurisdiction and geographic boundaries; and (ill) any other entity expressly authorized by the laws of your state to purchase under state contracts, or (b) an unaffiliated third party in connection with a privatization of an affiliate of agency as set forth in (a) above or of an operating division of the Enrolled Affiliate or one if its affiliates as set forth in (a) above, a reorganization, or a consolidation.
Customer must notify Microsoft of a transfer of license by completing a transfer notice form, which can be obtained from http://www.microsoft.com/licensing/contracts completed form to Microsoft before the license transfer. No License transfer will be valid unless Customer provides to the transferee, and the transferee accepts in writing, the applicable Product Use Rights, use restrictions, limitations of liability including exclusions and warranty provisions), and the transfer restrictions described in this section. Any license transfer not made in compliance with this section will be void. b. Internal Reassignment of Licenses and Software Assurance. (i) For Products other than the desktop operating system upgrade. For Products other than the desktop operating system upgrade, Registered Affiliate may internally reassign Licenses to an Affiliate. However, Registered Affiliate may not reassign Licenses on a short-term basis (90 days or less), or reassign Software Assurance or other upgrade coverage separately from the underlying License, except as provided otherwise in this (ii) For desktop operating systems. The Registered Affiliate may not reassign desktop operating system upgrade Licenses from one computer to another. The Registered Affiliate may internally reassign Software Assurance coverage on desktop operating systems upgrades from the original computer to a replacement computer internally, as long as (1) the replacement computer is licensed to run the latest version of that operating system, and (2) the Registered Affiliate removes any desktop operating system upgrades from the original computer.
9. Term and termination.
a. Term. This agreement will remain in effect unless it is terminated by either party as described below.
b. Termination without cause. Either party may terminate this agreement without cause upon 60 days written Such termination will merely terminate either party's and its Registered Affiliates' ability to place Orders under this agreement. Such termination will not affect any Orders not otherwise terminated, and any terms of this agreement applicable to any Orders not otherwise terminated will continue in effect with respect to that Order.
Mid-term termination for non-appropriation of Funds. Enrolled Affiliate may terminate this agreement or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for breach. Either party to an Order may terminate it if the other party materially breaches its obligations under this agreement, including any obligation to pay amounts owed. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice and opportunity to cure. If Microsoft gives such notice to a Registered Affiliate, Microsoft will give Customer a copy of that notice as well and Customer agrees to assist in attempting to resolve the problem. If the problem also affects other Affiliate registrations and cannot be resolved between Customer and Microsoft within a reasonable period of time, Microsoft may also terminate this agreement and all other Affiliate registrations under it, unless the basis for termination of the registration is non-appropriation of funds to the registered affiliate, in which event Microsoft may only terminate the affected registration(s). If a Registered Affiliate ceases to be an SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 7 of 16
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Affiliate of Customer, Customer must promptly notify Microsoft of this fact, and Microsoft may terminate the divested Registered Affiliate's registration. e. Affiliate termination. If (1) a Registered Affiliate terminates its registration as a result of a breach by Microsoft, or (2) if Microsoft terminates Registered Affiliate's registration because it has ceased to be an Affiliate of Customer, or (3) Registered Affiliate terminates a registration for non-appropriation of funds, or (4) Microsoft terminates a registration for non-payment due to non-appropriation of funds,, then the Registered Affiliate will have the following options with regard to any Orders it has under the agreement:
(i) For Licenses available on a perpetual basis, it may immediately pay the total remaining amount due, including all installments, in which case the Registered Affiliate will have perpetual Licenses for all copies of the Products it has ordered, or (ii) It may pay only amounts due as of the termination date, in which case the Registered Affiliate will have perpetual Licenses for:"
1) all copies of all Products for which payment has been made in full (including the latest version of Products under Software Assurance coverage), and the number of copies of Products it has ordered (including the latest version of Products under Software Assurance) for which payment has been made in installments that is proportional to the total of payments made versus total amounts due if the early termination had not occurred.
Nothing in this section shall affect perpetual License rights acquired either in a separate agreement or in a prior term of the terminated registration.
Effect of termination. When this agreement, a registration or an Order is terminated, (i) Each affected Registered Affiliate must order Licenses for all copies of Products it has run for which it has not previously submitted an Order. Except for the options provided above in the event of termination of a Registered Affiliate's registration, any and all unpaid payments or any order of any kind, inciuding subscription services, immediately become due and payable.
(ii) Registered Affiliate's right to Software Assurance benefits under this agreement ends for all Software Assurance for which payment has not been made in fuil.
10. How to renew an Order.
Microsoft will provide prior notice of expiration of any Software Assurance ordered under the agreement advising Customer of its Software Assurance renewal options. Microsoft may make a change to this program that will make it necessary for Customer to enter into a new agreement to renew Software Assurance.
Consequences of non-renewal. If Registered Affiliate elects not to place another Order for Software Assurance and it otherwise allows Software Assurance for any copies of any Products licensed to lapse, then the Registered Affiliate will not be permitted to order Software Assurance SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 8 of 1€
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11. Restrictions on use.
Registered Affiliate must not:
a. separate and use the components of a Product on two or more computers, upgrade or downgrade components at different times, or transfer components separately, except as b. reverse engineer, decompile or disassemble any Product or Fix, except where applicable law permits it despite this limitation; or
c. distribute, sublicense, rent, lease, lend, or host any Product or Fix except as permitted by this Agreement, the Product Use Rights, or in a separate written agreement
12. Confidentiality.
To the extent permitted by applicable law, the terms and conditions of this Agreement is confidential.
Neither party will disclose such terms and conditions, or the substance of any discussions that led to them, to any third party other than Affiliates or agents, or to designated or prospective resellers who: (1) have a need to know such information in order to assist in carrying out this agreement; and (2) have been instructed that all such information is to be handled in strict confidence.
For the avoidance doubt, the parties acknowledge that this Confidentiality provision recognizes that when there is a business need to do so, Microsoft and Customer may need to share/exchange their respective Confidential Information with each other to develop a more meaningful business relationship. This section provides Microsoft and Customer with a well-balanced, commercially reasonable and comprehensive set of confidentiality terms that enable both parties to share/exchange a wide range of Confidential Information with each other knowing with confidence that significant confidentiality protections are in place. The confidentiality terms denoted below do not govern Microsoft's handling of Customer Data. In all instances under this Agreement. Microsoft's handling of Customer Data shall be governed as described under various other provisions of this Agreement and by Microsoft's data security policy.
What is included. "Confidential Information" is non-public information, know-how and Trade Secrets in any form that are designated as "confidential" or a reasonable person knows or reasonably should understand to be confidential. It includes non-public information regarding either party's products or customers, marketing and promotions, or the negotiated terms of Microsoft agreements.
b. What is not included. The following types of information, however marked, are not Confidential Information. Information that:
(i) is, or becomes, publicly available without a breach of this agreement; (ii) was lawfully known to the receiver of the information without an obligation to keep it confidential;
(iii) is received from another source who can disclose it lawfully and without an obligation to keep it confidential;
(iv) is independently developed; or
(v) is a comment or suggestion one party volunteers about the other's business, products or services.
c. Treatment of Confidential Information.
(i) In general. Subject to the other terms of this agreement, each party agrees:
1) it will not disclose the other's Confidential Information to third parties; and 2) it will use and disclose the other's Confidential Information only for purposes of the parties' business relationship with each other.
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(ii) Security precautions. Subject to the other terms of this agreement, each party agrees:
to take reasonable steps to protect the other's Confidential Information - these steps must be at least as protective as those the party takes to protect its own Confidential Information;
2) to notify the other promptly upon discovery of any unauthorized use or disclosure of Confidential Information; and
3) to cooperate with the other to help regain control of the Confidential Information and prevent further unauthorized use or disclosure of it.
(iii) Sharing Confidential Information with Affiliates and representatives. 1) A "Representative" is an employee, contractor, advisor, or consultant of one of the parties or of one of the parties' Affiliates.
2) Each party may disclose the other's confidential information to its Representatives (who may then disclose that Confidential Information to other of that party's Representatives) only if those Representatives have a need to know about it for purposes of the parties' business relationship with each other. Before doing so, each party must:
ensure that Affiliates and Representatives are required to protect the Confidential Information on terms consistent with this agreement; and B. accept responsibility for each Representative's use of Confidential Information. 3) Neither party is required to restrict work assignments of Representatives who have had access to Confidential Information. Neither party can control the incoming information the other will disclose to it in the course of working together, or what that party's Representatives will remember, even without notes or other aids. Each party agrees that use of information in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly.
(iv) Disclosing Confidential Information if required to by law. Each party may disclose the other's Confidential Information if required to comply with a court order or other government demand that has the force of law. Before doing so, each party must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. d. Length of Confidential Information obligations. Except as permitted above, neither party will use or disclose the other's Confidential Information for five years after it is received. The five-year time period does not apply if applicable law requires a longer period or the Product Use Rights provide a more specific requirement.
13. Warranties.
a. Limited warranty. Microsoft warrants that:
(i) Online Services will perform in accordance with the applicable Service Level Agreement; (ii) Products other than Online Services will perform substantially as described in the applicable Microsoft user documentation; and
b. Limited warranty term. The limited warranty for:
(i) Online Services is for the duration of Customer's use of the Online Service, subject to the notice requirements in the applicable Service Level Agreement; SelectPius2012AgrGov(US)SLG(ENG)(Oct2012) Page 10 of 16 Document X20-04874
(ii) Products other than Online Services is one year from the date Customer first uses the Product; and
c. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law last for one year from the start of the limited warranty; (ii) the limited warranty does not cover problems caused by accident, abuse or use in a manner inconsistent with this agreement or the Product Use Rights, or resulting from events beyond Microsoft's reasonable control;
(iii) the limited warranty does not apply to components of Products that Customer is permitted to redistribute;
(iv) the limited warranty does not apply to free, trial, pre-release, or beta products; and (v) the limited warranty does not apply to problems caused by the failure to meet minimum system requirements.
d. Remedies for breach of limited warranty. If Microsoft fails to meet any of the above limited warranties and Customer notifies Microsoft within the warranty term, then Microsoft will:
(i) for Online Services, provide the remedies identified in the Service Level Agreement for the affected Online Service;
(ii) for Products other than Online Services, at its option either (1) return the price paid or (2) repair or replace the Product; and
These are Customer's only remedies for breach of the limited warranty, unless other remedies are required to be provided under applicable law. e. DISCLAIMER OF OTHER WARRANTIES. OTHER THAN THIS LIMITED WARRANTY,
MICROSOFT PROVIDES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS. MICROSOFT DISCLAIMS ANY IMPLIED REPRESENTATIONS,
WARRANTIES, OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, OR NON- INFRINGEMENT. THESE DISCLAIMERS WILL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM.
14. Defense of infringement, misappropriation, and third party claims. a. Microsoft's agreement to protect. Microsoft will defend Enrolled Affiliate against any claims made by an unaffiliated third party that any Product or Fix that is made available by Microsoft for a fee infringes that party's patent, copyright, or trademark or makes unlawful use Microsoft will also pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents). This section provides Enrolled Affiliate's exclusive remedy for these claims.
b. Limitations on defense obligation. Microsoft's obligations will not apply to the extent that the claim or award is based on:
(i) Customer Data, non-Microsoft software, modifications Enrolled Affiliate makes to, or any specifications or materials Enrolled Affiliate provides or makes available for, a Product or Fix. :
(ii) Enrolled Affiliate's combination of the Product or Fix with a non-Microsoft product, data or business process; or damages based on the use of a non-Microsoft product, data or business process; ;
(iii) Enrolled Affiliate's use of either Microsoft Trademarks or the use or redistribution of a Product or Fix in violation of this agreement or any agreement incorporating its terms or; SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 11 of 16 Document X20-04874
(iv) Enrolled Affiliate's use of a Product or Fix after Microsoft identifies Enrolled Affiliate to discontinue that use due to a third party claim.
To the extent permitted by applicable law, Enrolled Affiliate will be responsible Microsoft for any costs or damages that result from any of the above actions. c. Enrolled Affiliate's agreement to protect. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft and its Affiliates against any claims made by an unaffiliated third party that:
(i) any Customer Data or non-Microsoft software Microsoft hosts on Customer's behalf infringes the third party's patent, copyright, or trademark or makes unlawful use of its Trade Secret or
' rises from violation of the Acceptable use Policy, which is descibed in the Product use Customer will be responsible for the amount of any resulting adverse final judgment (ol settlement to which it consents). This Section provides Microsoft's exclusive remedy fo these claims.
d. Rights and remedies in case of possible infringement or misappropriation. (i) Microsoft's offerings. If Microsoft reasonably believes that a Product or Fix may infringe or misappropriate a third-party's intellectual property rights, Microsoft will seek to: (1) procure for Enrolled Affiliate the right to continue to use the Product or Fix; or (2) modify or replace it with a functional equivalent to make it non-infringing and notify Enrolled discontinue use of the prior version, which Enrolled Affiliate must do immediately. If the foregoing options are not commercially reasonable for Microsoft, or if required by a valid judicial or government order, Microsoft may terminate Enrolled Affiliate's license or access rights in the Product or Fix. In such a case, Microsoft will provide Enrolled Affiliate with notice and refund any amounts Enrolled Affiliate has paid for those rights to the Product or Fix (or for Online Services, any amount Enrolled Affiliate has paid in advance for unused Online Services).
(ii) Customer Data or use of non-Microsoft software with Online Services. If an unaffiliated third party asserts that Customer Data or non-Microsoft software or technology used by Enrolled Affiliate the Online Services violates their intellectual property rights, Microsoft may ask Customer to remove the allegedly infringing item. If Enrolled Affiliate fails to do so within a reasonable period of time, Microsoft may suspend or terminate the Online Service to which the Customer Data or non-Microsoft software relates.
e. Obligations of protected party. Enrolled Affiliate must notify Microsoft promptly in writing of a claim subject to the Subsection titled "Microsoft's agreement to protect" and Microsoft must notify Enrolled Affiliate promptly in writing of a claim subject to the Subsection titled "Customer's agreement to protect." The party invoking its right to protection must (1) give the other party sole control over the defense or settlement; and (2) provide reasonable assistance in defending the claim. The party providing the protection will reimburse the other party for reasonable out of pocket expenses that it incurs in providing assistance.
15. Limitation of liability.
a. Limitation on liability. To the extent permitted by applicable law, the liability of each party. its Affiliates, and its Contractors arising under this agreement is limited to direct damages up to (1) for Products other than Online Services, the amount Customer paid for the Produc giving rise to that liability and (2) for Online Services, the amount Customer was required t pay for the Online Service giving rise to that liability during the prior 12 months. In the case of Products provided free of charge, or code that Customer is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft's liability is limited to U.S SelectPlus2012AgrGov(US)SLG(ENG)(Ocl2012) Page 12 of 16 Document X20-04874
$5,000. These limitations apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory. However, these monetary limitations will not apply to:
(i) Microsoft's and Customer's obligations under the section titled "Defense of infringement, misappropriation, and third party claims":
(ii) liability for damages caused by either party's gross negligence or willful misconduct, or that of its employees or its agents, and awarded by a court of final adjudication (provided that, in jurisdictions that do not recognize a legal distinction between "gross negligence" and "negligence." "gross negligence" as used in this subsection shall mean "recklessness");
(iii) liabilities arising out of any breach by either party of its obligations under the section entitled "Confidentiality", except that Microsoft's liability arising out of or in relation to Customer Data shall in all cases be limited to the amount Customer paid for the Online Service giving rise to that liability during the prior 12 months; (iv) liability for personal injury or death caused by either party's negligence, or that of its employees or agents, or for fraudulent misrepresentation; and (v) violation by either party of the other party's intellectual property rights. b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF
ITS AFFILIATES, OR CONTRACTORS, WILL BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST
PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS
INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. HOWEVER, THIS EXCLUSION DOES NOT APPLY TO
EITHER PARTY'S LIABILITY TO THE OTHER FOR VIOLATION OF ITS
CONFIDENTIALITY OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION
RELATES TO CUSTOMER DATA), THE OTHER PARTY'S INTELLECTUAL PROPERTY
RIGHTS, OR THE PARTIES' RESPECTIVE OBLIGATIONS IN THE SECTION TITLED "DEFENSE OF INFRINGEMENT, MISAPPROPRIATION, AND THIRD PARTY CLAIMS." c. Affiliates and Contractors. Neither Microsoft nor Customer shall bring any action against the other's Affiliates or Contractors in respect of any matter disclaimed on their behalf in this agreement. Each party will indemnify the other in the event of any breach of this provision.
16. Verifying compliance.
a. Right to verify compliance. Customer must keep records relating to the Products it and its Affiliates use or distribute. Microsoft has the right, to the extent permitted by applicable law, to verify compliance with the license terms for the Products, at Microsoft's expense. b. Verification process and limitations. Microsoft will provide customer at least 30 days' notice of its intent to verify compliance. Microsoft will engage an independent auditor, which Verification will take place during normal
business hours and in a manner that does not interfere unreasonably with Customer's operations. Customer must promptly provide the independent auditor with any information it reasonably requests in furtherance of the verification, including access to systems running the Products and evidence of licenses for Products Customer hosts, sublicenses, or distributes to third parties. As an alternative, Microsoft may require Customer to complete Microsoft's self-audit process relating to the Products Customer and any of its Affiliates use or distribute. Such information will be used solely for purposes of determining compliance. c. Remedies for non-compliance. If verification or self-audit reveals any unlicensed use, Customer must within 30 days order sufficient licenses to cover its use. If there is no SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 13 of 16 Document X20-04874
unlicensed use, Microsoft will not undertake another verification of the same Customer for at least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce this agreement or to protect its intellectual property by any other means permitted by law.
17. Non-Microsoft Software or Technology.
a. Registered Affiliate is solely responsible for any non-Microsoft software or technology that it installs or uses with the Products or Fixes. Microsoft is not a party to and is not bound by any erms governing Enrolls use of non-Microsoft software or technology. Without limiting th oregoina, non-Microsoft software or scriots linked to or referenced from any Product website are licensed to Registered Affiliate under the open source licenses used by the third parties that own such code, not by Microsoft.
b. If Registered Affiliate installs or uses any non-Microsoft software or technology with the Products or Fixes, it directs and controls the installation in and use of such software or :. If Registered Affiliate installs or uses any non-Microsoft software or technology with th roducts or Fix, it may not do so in any way that would subject Microsoft's intellectua property or technology to obligations beyond those included in the agreement.
18. Miscellaneous.
a. Notices to Microsoft. • Notices, authorizations, and requests in connection with this greement must be sent by regular or overnight mail, express courier, or fax to the addresse nd numbers listed in this agreement. Notices will be treated as delivered on the date show on the return receipt or on the courier or fax confirmation of delivery.
Copies should be sent to:
Microsoft Corporation
Legal and Corporate Affairs
Volume Licensing Group
One Microsoft Way
Redmond, WA 98052
USA
Via Facsimile: (425) 936-7329
b. Assignment. Either party may assign this agreement to an Affiliate only. Assignment will not relieve the assigning party of its obligations under the assigned agreement. If either party assigns this agreement, it must notify the other party of the assignment in writing. c. Subcontractors. Microsoft may use contractors to perform Services and support Online Services. Microsoft will be responsible for their performance subject to the terms of this agreement.
d. Severability. If a court holds any provision of this agreement to be illegal, invalid or unenforceable, the rest of the document will remain in effect and this agreement will be amended to give effect to the eliminated provision to the maximum extent possible. e. Waiver. A waiver of any breach of this agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party.
SelectPlus2012AgrGov(US)SLG(ENGXOcl2012) Page 14 of 16
Document X20-04874
f. Applicable law; dispute resolution. The terms of this agreement will be governed by the laws of Registered Affiliate's state, without giving effect to its conflict of laws. Disputes relating to this agreement will be subject to applicable dispute resolution laws of Registered Affiliate's state.
g. This agreement is not exclusive. Customer is free to enter into agreements to license, use or promote non-Microsoft software.
h. Entire agreement. This agreement, the Product List, all registrations under this agreement, and the Product Use Rights constitute the entire agreement concerning the subject matter and supersede any prior or contemporaneous communications. In the case of a conflict between any of these documents that is not resolved expressly in the documents, their terms will control in the following order: (1) these terms and conditions and the accompanying signature form; (2) the Product List; (3) the Product Use Rights; (4) all registrations under this agreement; and (5) all Orders submitted under this agreement. The terms of any purchase order or any general terms and conditions Customer maintains do not apply. i. Survival. Provisions regarding ownership and License rights, fees, Product use rights, restrictions on use, evidence of perpetual Licenses, transfer of Licenses, warranties, defense of infringement and misappropriation claims, limitations of liability, confidentiality, compliance verification, open source license restrictions, obligations on termination or expiration and the other provisions in this section entitled "Miscellaneous" will survive termination or expiration of this agreement and of any agreement in which they are incorporated No transfer of ownership. Microsoft does not transfer any ownership rights in any licensed Product. Microsoft reserves all rights not specifically granted. The Products are protected by copyright and other intellectual property rights laws and international treaties. k. Free Products. It is Microsoft's intent that the terms of this agreement and the Product Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Registered Affiliate is for the sole use and benefit of the Registered Affiliate, and is not provided for use by or personal benefit of any specific government employee.
I. Amending the agreement. This agreement (except the Product List and the Product Use Rights) can be changed only by an amendment signed by both parties. m. Resellers and other third parties cannot bind Microsoft. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. n. Privacy and Security. Microsoft and Enrolled Affiliate will each comply with all applicable and data protection laws and regulations (including applicable security breach notification law). However, Microsoft is not responsible for compliance with any laws applicable to Enrolled Affiliate or Enrolled Affiliate's industry that are not also generally applicable to information technology services providers. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement. Enrolled Affiliate may choose to provide personal information to Microsoft on behalf of third parties (including Enrolled Affiliate's contacts, resellers, distributors, administrators, and employees) as part of this agreement. Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal information to Microsoft.
The personal information Enrolled Aflate provides in connection with this agreement will be https://www.microsoft.com/licensing/servicecenter (see footer), except that Product-specific privacy statements are in the Product use rights. Personal data collected through Products or Services may be transferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facilities. By using the Products or Services, Customer consents to the foregoing. Microsoft abides by the EU Safe Harbor and the Swiss Safe Harbor frameworks as set forth by the U.S. Department of Commerce SelectPlus2012AgrGov(US)SLG(ENG)Oct2012) Page 15 of 16
Document X20-04874
regarding the collection, use, and retention of data from the European Union, the European Economic Area, and Switzerland.
For Online Services, additional privacy and security details are in the Product use rights. o. Natural disasters. In the event of a "natural disaster", Microsoft may provide additional assistance or rights by posting on http://www.microsoft.com at such time. p. Copyright violation. Except as set forth in section above entitled "Transferring and reassigning Licenses", the Registered Affiliate agrees to pay for, and comply with the terms of this agreement and the Product Use Rights, for the Products it uses. Except to the extent Registered Affiliate is licensed under this agreement, it will be responsible for its breach of this contract and violation of Microsoft's copyright in the Products, including payment of License fees specified in this agreement for unlicensed use. q. U.S. export jurisdiction. Products and Fixes are subject to U.S. export jurisdiction.
Customer will comply with all U.S. Export Administration Regulations and International Traffic in Arms Regulation requirements as well as all end-user, end-use, and destination restrictions issued by the U.S. and other governments applicable to this agreement. For additional information, see http://www.microsoft.com/exporting.
SelectPlus2012AgrGov{US)SLG(ENGXOct2012) Page 16 of 16
Document X20-04874
Microsoft Licensing, GP Document Summary Form
"This is for informational purposes only *
MSE#: 3-0000003183189
(MSLI
Numberi
Doc Type: Signature Form
Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias:
Country: United States
LAR/LAD/ESA:
Dell Inc.
ProgramMersio
SLP SLG 2012
(MSLI Scanning Code)
ACCOUNT: County of Riverside
Outsourcer Name:
Business Agreement Number:
Master Agreement Number. 7756479
Agreement Number: 7657738
Purchase Order Number:
Comments:
Last Saved by Quinn Greenly 7/23/2013 2:02:23 PM 10/12/2005 Revision 3.9
HE Microsoft Volume Licensing
Program Signature Form
MBA/MBSA numbor Proposal ID
Agreement number
1756479
Note De or tate ice, rated now as associated with the documents below. Microsol requires the associated active Farther iposes, or her pacetring can a van the signing program are filate, Govement This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below.
Contract Document Number or Code
Select Plus Agreement X20-04874
<Choose Agreement> Document Number or Code
‹Choose Agreement> Document Number or Code
‹Choose Agreement> Document Number or Code
‹Choose Agreement> Document Number or Code
Select Plus Affiliate Registration Form X20-04921
‹Choose Enrollment/Registration? Document Number or Code <Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code ‹Choose Enrollment/Registration> Document Number or Code Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents.
Customer
Name rene Comes of ap oney amy ony of Riverside
Signature*
Printed First and Last Naine* Ines Mark
Printed Title* Procurement Contract Specialist
Signature Date® 07/17/2013
Tax ID 95-6000930 OR APPROVED COUNTY CONSE 7 /
* indicates required field DAA
DATE
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Microsoft Affiliate
Microsoft Licensing, GP
Signature And Date Microsoft
Printed First and Last Name Microsoft Licensing, GP
Printed Title JUL 2 3 2013
Sir atrol Aflate countersigns)
ffective Dat
say be different than Microsofts signature date 7/1/20/3 Optlonal 2id Customer signature or Outsourcer signature (ff applicable) Customer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title*
Signature Date*
* indicates required field
Outsourcer
Name of Entity (must be legal entity name*
Signature*
Printed First and Last Name*
Printed Title*
Signature Date*
- indicates required field
If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments include the appropriate form(s) with this signature form. fer this signature form is signed by the Customer, send it and the Contract Documents to Customer annel partner or Microsoft account manager, who must submit them to the following address. Whe the signature form is fully executed by Microsoft, Customer will receive a confirmation copy.
Microsoft Licensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSlgnFom(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oct2012) Page 2 of 3 Prepared By: Name of Preparer
Email of Preparer
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