Agenda packet, regular meeting — Hawthorne City Council, December 10, 2024 (part 5 of 8)

Document )O0-04874
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.

Thereafler, 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. (iii)Subscription Licenses. Subscription Licenses
circumstances.
are not perpelual under any
http://www.microsoft .com/licensinq/contracts
(i) Product Use Rights for current and futuro versions of Products. The product Use Rights in effect on the effective date of the agreement will apply to all Registered Affiliates'use of then-cunent versions of each Product, regardless of the date of the Order. For future versions, the Product Use Rights in effect when those future versions are firsl released will apply. ln both cases, subsequent changes made by Microsoft to the Product Use Rights for a particular version will not appty to Registered Affiliates, use of that version.
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Document X20-04874
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 perpelual Licenses acquired under this agreement remain sub.iect to the terms of this agreement and the applicable product use Rights.
e. Non-Perpetual Licenses. Some Products may be licensed on a fixed term or subscription basis. The right to use Products licensed on a subscription basis terminates upon expiration of the subscription agreement if it is not renewed.
f. License confirmation. This agreement, the applicable Ord6r, the Registered Aifiliate's Order confirmation, and any documentalion 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 lhal 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 type.

How to know what Product Use Rights apply.
a. Product Use Rights. Microsoft publishes Product Use Rights for each version of each Product. The latest version of the Product Use Rights is available at

5. date, the Product Use Rights for the version licensed, not the version being run, will apply. However, if the eadier 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, Resewation of rights. All rights not expressly granted are reserved by Microsoft. ln 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 Producf 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 authorized 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 Afflliate must specify the country or countries where the Registered Affiliate will use the Licenses. l/icrosoft may refuse to accept an Order if Microsoft has a business reason to do so. l\ilicrosoft may change the Products and subscription services available under this program. b. When is the Registered Affiliate eligible to order lust 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 circumslances:
(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 Sofhl/are Assurance under this Agreement becomes effective no laler than one day following the expiration of that upgrade protection, and (2) Registered Afflliate 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 Afflliate may be eligible to order Software Assurance for copies of certain Producls 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/licensino/contracts identifies those Products that may be enrolled in Software Assurance and the applicable time frame for placing an Order. (iii) 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." How to confirm Orders. lnformation about Orders, including an electronic conllrmation of each Order, will be provided in a password-protected site on the World Wide Web at httos://www.microsoft.com/lic ensino/servicecenter/ or a successor site that will be identified Upon Microsoft's acceplance of this agreement, Registered Affiliate's contact identified for this purpose will be provided access to this site.
d. lnvoices and payments. For any Orders for Software Assurance or L&SA, if the Registered Affiliate elects to spread its payments over three years rather lhan payment in a lump sum, it may make this election with its Reseller. ln such cases, l\4icrosoft will invoice the Registered 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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6. e
7 SelectPlus20l 2AgrGov(US)SLG(ENG)(Ocl201 2)
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Making copres 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 futfitlm6nt 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 lo 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 iti premises, (2) use up to 10 complimentary copies of any product for a 6o-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.
c. Right to "re-image." ln certain cases, re-imaging is permitted using the volume licensing program Product media. lf the Microsofl Product(s) is licensed (.1) from an original equipmenl manufacturer (OEM), (2) as fult packaged product through a retail source, or (3) under another Microsofl 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. Thii 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. (iii) Except for copies of an operating system and copies of products licensed under another Microsoft program, the Product type (e.9., upgrade or full License) must be identical to the Product type trom 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 aoy warranty or support obligation.

Transferring and reassigning Licenses.
a. License transfers. License lransfers 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:
changing a Reseller. lf Microsoft or the Reseller chooses to discontinue doing business with one another, Registered Affiliate must choose a replacement Reseller. lf Registered Affiliate or Reseller intends to terminate their relationship, the iniliating party mus-t notify Microsoft and the other using a form provided by Microsoft at least 90 dayi prior to the dat; on which the change is to lake effect.
(i) if you are an agency of a state or local governmenl 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; (ii) 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

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Document )(20-04874
your state's jurisdiction and geographic boundaries; and (iii) any other entity expressly authorized by the laws of your state lo purchase under state contracts, or (b) an unafflliated 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 i4icrosoft of a transfer of license by completing a transfer notice form, which can be obtained from httD://www. m icrosoft .com/licensinq/contracts and send the completed form to l\ilicrosoft before the license transfer. No License transfer will be valid unless Customer provides to the transferee, and the transferee accepts in writing, the applicable Producl 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. lnternal 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 olher upgrade coverage separately from the underlying License, except as provided otherwise in this agreement.
(ii) For desktop operaling systems. The Registered Affiliate may not reassign desktop operating system upgrade Licenses from one computel 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 Afflliate removes any desktop operating system upgrades from the original computer.

9. e
Affiliate of customer, customer must prompfly notify Microsoft of this facl, and Microsoft may terminate the divested Registered Atfiliate's registration.

Affiliate termination. lf (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 runds, or (4) Microsofl terminates a registration for non-payrient 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, includlng all installments, in which case the Registered Affiliate wilt have perpetual Licenses for all copies of the Products it has ordered.-or (ii) lt 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 jn full (including the latest version of Products under Software Assurance coverage), and 2) 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 perpelual License rights acquired either in a separate agreement or in a prio. 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, including subscription services, jmmediately 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 full. t

10. How to renew an Order.

Microsofl 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 Cuslomer to enter into a new agreement to renew Software Assurance.

To maintain Software Assurance coverage for any copies previously ordered under this agreement, Registered Affiliate must submit an Order for another term of Software Assurance for those Licenses prior to or on the expiration of the previous term.

Consequences of non-renewal. lf Registered Affiliate elects not to place another Order for Software Assurance and it othenr'vise allows Software Assurance for any copies of any Products licensed to lapse, then the Registered Affiliate will not be permitted to order Soflware Assurance for those copies later without first acquiring L&SA.

Renewing Software Assurance. lf Registered Affiliate is placing an Order for Software Assurance from multiple Select programs or is consolidating multiple previous Enrollments or agreements into this agreement, please complete the multiple previous Enrollment form.

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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 lransfer components separately, except as provided in the Product Use Rights;
b. reverse engineer, decompile or disassemble any Producl 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 lnformation with each other to develop a more meaningful business relationship. This section provides i,,1icrosoft and Customer with a well-balanced, commercially reasonable and comprehensive sel of confldentiality terms that enable both parties to share/exchange a wide range of Confidential lnformation 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. ln all instances under this Agreement, Microsoft's handling of Customer Data shall be governed as described under various olher provisions of this Agreement and by Microsoft's data security policy. a. what is included. "Confidential lnformation' 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. lt 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 Confldential lnformation. lnformation that:
(i) is, or becomes, publicly available without a breach of this agreement; (ii) was lalvfully known to the receiver of the information wilhout 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 lnformation.
(i) ln general. Subject to the other terms of this agreement, each party agrees:
1) it will not disclose the other's Confidential lnformation to third parties; and 2) it will use and disclose the other's Confidential lnformation only for purposes of the parties' business relationship with each other.

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(ii) Security precautions. Subiect to the other terms of this agreement, each party agrees:
1) to take reasonable steps to protect the other's Confidential lnformation - these steps must be at least as protective as lhose the party takes to protect its own Confldential lnformation:
2) to notify the other promptly upon discovery of any unaulhorized use or disclosure of Confldential lnformation; and
3) to cooperate with the other to help regain control of the Confidential lnformation and prevent further unauthorized use or disclosure of it.
(iii) Sharing Confidential lnformation with Affiliates and reprosentatives. 1l 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 lnformation to other of that party,s Representatives) only if those Representatives have a need to know about it for purposes of the parlies' business relationship with each other. Before doing so, each party must:

A- ensure that Affiliates and Representatives are required to protect the Confidentiat lnformation on terms consistent with this agreement; and B. accept responsibility for each Representative's use of Confidential lnformation. 3) Neither party is required to restrict work assignments of Representatives who have had access to Confidenlial lnformation. 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 lnformation if required to by law. Each party may disclose the other's Confidential lnformation 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 proteciive order. d. Length of Confidsntial lnformation obligations. Except as permitted above, neither party will use or disclose the other's Confidential lnformation 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 tsrm. The limited warranty for:
(i) Online Services is tor the duration of Cuslomer's use of the Online Service, subject to the notice requirements in the applicable Service Level Agreement; SelectPlus20l 2AgrGov(US)SLG(ENGXOcU0I 2) Page 10 of 16 Document )(20-04874
(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 waranty. lf Microsoft fails to meet any of the above limited warranties and Customer notifies lvlicrosoft 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 WARRANW,

MICROSOFT PROVIDES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDTTIONS. MICROSOFT DISCLAIMS ANY IMPLIED REPRESENTATIONS,

WARRANTIES, OR GONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, OR NONINFRINGEMENT. THESE DISCLAIMERS WILL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM.

Defense of infringement, misappropriation, and third parly 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 of its Trade Secret. Microsoft will also pay lhe 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-i/icrosoft software, modifications Enrolled Affiliate makes to, or any specifications or materials Enrolled Afliliate provides or makes available for, a Product or Fix.:
(ii) Enrolled Affiliate's combination of the Product or Fix with a non-[ricrosoft 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; SelectPlus20l2AgrGov(US)SLG(ENGXOct2012) Page 11 of 16
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14. c
(iv) Enrolled Atfiliate'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.

Enrolled Affiliate's agreement to protect. To the exlent permitted by applicable law, Enrolled Affiliate will defend Microsoft and its Affiliates againsl any claims made by an unaffiliated third party that:
(i) any Customer Dala 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
(ii) Arises from violation of the Acceptable use policy, which is described in the product use Rights.

Customer will be responsible for the amount of any resulting adverse final judgment (or settlement to which it consents). This section provides Microsoft's exclusivl remeoy ior these claims.

Rights and remediss in case of possible infringoment or misappropriation. (i) Microsoft's offerings. lf 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 Afiiliate to discontinue use of the prior version, which Enrolled Affiliate must do immediately. lf the toregoing 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. ln such a case, Microsoft will provide Enrolled Afiiliate 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. lf 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 allegedty infringing item. lf 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.

Obligations of protected party. Enrolled Affiliate must notify Microsoft prompfly in writing of a claim subject to the Subsection titled 'Microsoft's agreement to protecl" and Microsoft must notify Enrolled Affiliate promptly in writing of a claim subject to the subsection tifled 'Customer's agreement to protect." The party invoking its right to protection must (1 ) give the other party sole control over the defense or setflement; and (2) provide reaionable 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. d
e

15. Limitation of liability.
a. Limitation on liability. To the extent permitted by applicable law, the tiability 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 Product giving rise to that liability and (2) for Online Services, the amount Customer was required to pay for the Online Service giving rise to that liability during the prior 12 months. ln 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.

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$5,ooo. These limitations apply regardtess of whether the liability is based on breach of contract, tort (inctuding 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 adiudication (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 seclion 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 in.iury 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, wlLL 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 CONFIDENTIALIry OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION RELATES TO CUSTOMER DATA}, THE OTHER PARry'S INTELLECTUAL PROPERTY

16. Verifying compliance.
a. Right to verify compliance. Customer must keep records relating to the Products it and its Afflliates 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 will be subject to a confidentiality obligation. 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 altemative, Microsoft may require Customer to complete Microsoft's self-audit process relating to the Products Customer and any of its Atfiliates use or distribute. Such information will be used solely for purposes of delermining compliance. c. Remedies for non-compliance. lf verification or self-audit reveals any unlicensed use, Customer must within 30 days order sufficient licenses lo cover its use. lf there is no SelectPlus20l 2AgrGov(US)SLG(ENGXOct201 2) Page 13 of 16 Document X2G04874
unlicensed use, Microsoft will not undertake another verification of the same customer for at least one year. By exercising the rlghts 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 terms governing Enrolls use of non-Microsoft software or technology. Without limiting the foregoing, non-Microsoft software or scripts linked to or referenced from any Product we6site, are licensed to Registered Afflliate under the open source licenses used by the third parties that own such code, not by Microsoft.
b. lf 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 ioftware or technology in the Products or Fixes, through its actions (e.g., through Registered Affiliate's use of application programming interfaces and other technical means that are part of the Online Services). Microsoft will not run or make any copies of such non-Microsoft software or technology outside of its relationship with Registered Affiliate. c. lf Registered Affiliate installs or uses any non-Microsoft software or technology with the Products or Fix, it may not do so in any way that would subject Microsoft's-intellectual 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 agreement must be sent by regular or overnight mail, express courier, or fax to the addresses and numbers listed in this agreement. Notices will be treated as delivered on the date shown on the return recei or on the courier or fax confirmation of delivery 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. lf either party assigns this agreement, il 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. lf 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.

SelectPlus20l2AgrGov(US)SLG(ENG)(Oct201 2) Page 14 of 16 Document X20-04874
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
f. Applicable law; dispute resolution. The terms of this agreement will be govemed by the laws of Registered Affiliate's state, without giving effect to its conflict of laws. Disputes relating to lhis 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 promole 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. ln 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 reslrictions, 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 lhey are incorporated. j. No transfer of ownership. lvlicrosoft 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 intemational treaties. k. Free Products, lt 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 Aovernment employee. l. 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. l\ricrosoft and Enrolled Affiliate will each comply with all applicable privacy 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 Afflliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement. Enrolled Afliliate 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 Afflliate provides in connection with this agreement will be processed according to the privacy statement available at httos:i/www.microsoft.com/licensino/servicecenter (see footer), except that Productspecific 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 lvlicrosoft or its service providers maintain facilities. By using the Products or Services, Customer consents to the foregoing. Microsofl abides by the EU Safe Harbor and the Swiss Safe Harbor frameworks as set forth by the U.S. Department of Commerce SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2) Page '15 of 16 Document )€0-04874
o.
regarding the collection, use, and relention 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.

Natural disasters. ln the event of a "nalural disaster', Microsoft may provide additional assistance or rights by posting on htto://www.m jcrosoft.com at such time. copyright violation' Except as set forth in section above entifled "Transferring and reassigning Licenses', the Registered Affiliate agrees to pay for, and comply with the teims of this agreement and the Product use Rights, for the products it uses. Extept 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 producis, incruding payment of License fees specified in this agreement for unlicensed use. 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 lnternational rraffic in Arms Regulation requiremenls 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 htto://www.microsoft .com/exoortino
p
q
SelectPlus20l 2Ag.Gov(US)SLG(ENGXOct20l 2) Page 16 of 16 Document X20-04874
MSE#:

Micrdsoft Licensing, GP Document Summary Form
* This is for informational putposes only "
3-0000003183189
Doc Tvpe: Signature Form
(MSLI
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Do not modify the formafting or spacing of this Form above this text Subsidiarv:

Country:

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Dell Inc.

Prooram^/ersio
SLP SLG 2012
United stites
(MSLI Scanninq Code)
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ACCOUNT: County of Riverside
Outsourcer Name:

Business Agreement Number:

Master Agreement Numben 7756479
Agreement Numbe( 7 657738
Purchase Order Number:
4 Comments:
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MBA/MBSA numbgr Proposal lD
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Nob: Er 9.1he applicable sdiv. numb€rs associated with the docum€nts below. Microsoi requires the associated aciive number be indicated ha,e, or lbtsd bglow as new.

For the purposes of this form, "custome/ can mean the signing entity, Enrolled Affiliate, Govemment Partner, lnstifution, or other party entering into a volume licinsi-ng program agreement.

This signature form and all contract documents identified in the table below are entered into between the customer and the Microsoft Affiriate signing, a6 or the effective date identified berow.

By aigning below, cusbmer and the Microsoft Affitiate agree that both parues (1) have receiv€d, read and understand'the above confact docu.ments, .
including any websitei or aiiuments in"orplrii"a ov reference and any amendments and (2) agree to b6 bound by ttre terms ol all such documentsl * indicates required field BY

Page 1 ends

Select Plus l\2o-04a74
<Choose reement> Document N umber or Code <Choose reement> Document Number or Code <Choose reement> Document Nuirber or Code <Choose reement> Document Number or Code Select Plus Affiliate istration Form )<2044921
<Choose Enro stra Document Number or Code <Choose Document umber or <Choose Enroll istration> Document Nurir or <Choose Entollm on> Document Number or Code Document Descrl Docu ment Number or Code
Document Document Number or Code
Oocument Document Number or Code
n Docu ment Number or Code
Document n Document Number or Code
Contract Document
Prlnted Title' Procurement Contract Specialist
signature oate. 07 I 17 t2013
ontity name)' County of Riverside
Printed Flrst and Last lnes Mark
Signatura'
Name of
Tax lD 95-6000930 FO TY COUN
Customer
Pr€ramsignForn(MSSignxl{A,LatAm)ETBRA,MLI(ENGXOct2Ol 2) Number or Code
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Microsoft Licensing, GP
Mlcrosoft Llcensing, GP
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Printed Flrst and Last Name
Printed Title
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(dal€ Mlc,osof, Amliste countersigns)
Signature
Llcensing, GP Eflectlve Dato
(may bo ditrerent than Microsot3 3iJnalure dete) l,lv" r * indicatos reqqired lield
' indicates required field
lf Customer requires physical media, additional contacts, or is reporting muftiple previous Enrollments' include the appropriate form(s) wilh this slgnalure brm.

After this signature form is signed by the customer, send R and.the contract Documents to customefs chJnnet painer or Microsoft iccouni manager, who must submit lhem to the following address. When tn" "ig;jtri" torrn is futty executed by Microaoft, Customer will receive a confirmation copy.

Mlcrosolt Llcen si ng, G P
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511- 1137
USA
ProsramslEnForm(MSsignXNA,LatAm)ExBRA,MLI(ENGXOd20l 2) Page 2 d 3 Signaturo* .

Prlnted First and Last Namo'
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Signature Date'
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Optlonal 2nd Gustomer algnaturc or outsourcer algnature (lf applicable) Prepared By: Name of Preparer
Email of Preparer
ProgramSignForm(MSSign)(ilA,tatAm)ESRA.MLI(ENGX@01 2) Page 3 of 3 II E
I
AGREEMENl' # I1'ARC-OO93O

LICENSED SUPPORT PROVIDER (LSP)
AGREEMENT No. ITARC-00930
For

MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO.8084445

COUNTY OF RIVERSIDE
And
INSIGHT PUBLIC SECTOR, INC.

This Agreement is entered between the COUNTY OF RIVERSIDE, a political subdivision of the State ol California, (herein referred to as "COUNTY"). and Insight Public Sector, Inc.. an Illinois corporation authorized to conduct business in the State of California (herein referred to as "LSP") of Microsoft Licensing Solution Provider. effective from November 01.2024 and continues in effect through October 31.2027, based on LSP's response to RFQ no. ITARC-532 for Microsoft products and services under Microsoft EA no. 8084445. The parties agree as follows:

All Terms and Conditions of this Agreement No. ITARC-00930 shall govern purchase of Microsoft products and services under Microsoft EA no. 8084445 by County through the LSP. 1 Period of Performance:

This Agreement shall be effective f'rom November 01.2024 and continues in effect through October

31.2027, with the option to renew for an additional three-year period expiring on October 3l, 2030. with no obligation by the County ofRiverside to purchase any specified amount ofgoods or services.

In addition. the County may at any time choose to transfer the enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsoft.

The period of perfbrmance for the enrollment wilh the LSP may be for up to a three-year term with the option to renew the enrollments with contracted LSP through the LSP contract expiration date.

3. Compensation
The COUNTY shall pay the LSP fbr products at the cost as stated in Exhibit A. incurred in accordance with the terms of this Agreement. The COUNTY is not responsible for any fees or costs incurred above or beyond the contracled amount and shall have no obligation to purchase any specified amount of services or products.

Non-Appropriations: The COUNTY obligation fbr payment of this Agreement beyond the current fiscal year end is contingent upon and limited by the availability of COUNTY funding from which paymenl can be made. and invoices shall be rendered "monthly" in arrears. In the State olCalifbmia.

Government agencies are nol allowed to pay excess interest and late charges. per Government Codes.

Section 926.10. No legal liability on the part ofthe COUNTY shall arise for payment beyond June 30 of each calendar year unless funds are rnade available for such payment. In the event that such f-unds are nol forthcoming fbr any reason. COUNTY shall immediately notify CONTRACTOR in writing: and this Agreement shall be deemed terminaled. have no further force. and effect. 1 Rc!isron li(16/2(l2l
SEP I 0 2024 3r,
AGREEMENT # ITA RC-OO93O
Hold Harmless/I ndem nification:

4.1 LSP shall indemnify and hold harmless the County of Riverside. its Agencies. Districts, Special Districts and Departments. their respective directors, officers. Board of Supervisors. elected and appointed ofllcials. employees. agents and representatives (individually and collectively hereinafter ref'erred to as Indemnitees) from any liability, action, claim or damage whatsoever. based or asserted upon any services, or acts or omissions, of LSP, its officers. employees. subcontractor. agents or representatives arising out of or in any way relating to this Agreement. including but not limited to property damage. bodily injury. or death or any other element ofany kind or nature. LSP shall defend the Indemnitees aI its sole expense including all costs and t'ees (including. but not limited. to attorney fees. cost of investigation, defense and settlements or awards) in any claim or action based upon such acts. omissions or services.

1.2 With respect to any action or claim subject to indemnification herein by LSP. LSP shall, at tlreir sole cost, have the right to use counsel oftheir own choice and shall have the right to adjust, settle. or compromise any such action or claim without the prior consent of County: provided, however, that any such adjustment. settlernent or compromise in no manner whatsoever limits or circumscribes LSP indemnification to Indemnitees as set forth herein. 4,3 LSP obligation hereunder shall be satisfied when LSP has provided to County the appropriate form of dismissal relieving county lrom any liability for the action or claim involved.

Alteration or Changes to the Agreement
The Board of Supervisors and the County Purchasing Agent and/or his designee is the only authorized County representalives who may at any time. by written order. alter this Agreement. Il any such alteration causes an increase or decrease in the cost ot. or the time required for the perl'ormance under this Agreement. an equitable adjustment shall be made in the Agreemenl price or delivery schedule. or both, and the Agreement slrall be modified by written amendmenl accordingly.
6 2
Re!ision l/06/:(ll I
.1.

5. Termination:

5.1 County may terminate this Agreement without cause upon thirty (30) days written notice served upon the LSP stating the extent and elfective date of termination.

5.2 County may, upon five (5) days written notice terminate this Agreement for LSP default. if LSP refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger perlbrmance and does not immediately cure such iailure. In the event of such tennination, the County may proceed with the work in any manner deemed proper by County.

5.3 LSP rights under this Agreement shall terminate (except tbr fees accrued prior to lhe date of termination) upon dishonesty or a willfulor material breach ofthis Agreemenl by [-SP; or in the event of LSP unwillingness or inability for any reason whalsoever to perfbrm the terms of this Agreemenl.

ACREEMENI' # ITARC.O09]O

7. Notices
All correspondence and notices required or contemplated by this Agreement shall be delivered to the respective pafties at the addresses set fbrth below and are deemed submitted two days after their deposit in the United States mail, postage prepaid:

LSP
Insight Public Sector, lnc.

Attn: Brittany Dunaway
2701 E. Insight Way
Chandler. AZ 85286
SLEDContracts@insi ght.com
Insu rance
Without limiting or diminishing the LSP'S obligation to indemnify or hold the COUNTY harmless, LSP shall procure and maintain or cause to be maintained. at its sole cosl and expense. the following insurance coverage's during the term of this Agreement. As respects to the insurance section only. the COUNTY herein refers to the County of Riverside, its Agencies, Districts. Special Districts, and Departments. Iheir respective directors. officers, Board of Supervisors. employees. elected or appointed officials. agenls. or representatives as Additional Insureds.

Il the LSP has employees as defined by the State of Califbrnia. the LSP shall maintain statutory Workers' Compensation lnsurance (Coverage A) as prescribed by the laws of the State of Calilbrnia. Policy shall include Employers' Liability (Coverage B) including Occupational Disease with linrits not less than $1,000,000 per person per accident. The policy shall be endorsed to waive subrogation in f'avor of The County of Riverside. Policy shall name the COUNTY as Additional Insureds.

B, Commercial General Liabilitv:

Commercial Ceneral Liability insurance coverage. including but not limited to. premises liability. unnrodified contraclual liability. products and completed operations liability. personal and advertising injury. and cross liability coverage. covering clairns which may arise from or out of l-SP'S perfornrance of its obligations hereunder. Policy shall name the COUNTY as Additional lnsured. Policy's lirnit of liability shall not be less than $2.000.000 per occurrence combined single limit. Ifsuch insurance contains a general aggregate limit. it shallapply separately to this agreement or be no less than two (2) limes lhe occurrence limit. Policy shall name the COUNTY as Additional lnsureds.

C. Insurance Requirements for IT Contractor Services:

LSP shall procure and maintain for the duration ofthe contracl insurance against claims for injuries to person or damages to properly which may arise from or in connection with the performance of 3 COUNTY
Riverside County Information Technology
Attn: Procurement Contract Specialist
3450 l4th Street
Riverside- CA 92501

8. Rc!rsion l/06/201I
A. Workers' Compensation:

ACREEMENT # ITARC-OO93O
the work hereunder by the LSP. its agents, representatives. or employees. LSP shall procure and maintain lor the duration ofthe contract insurance claims arising out oftheir services and including. but not limited to loss, damage, thelt or other misuse ofdata. intiingement ofintellectual property. invasion of privacy and breach of data.

Cyber Liability lnsurance. with limits not less than $2.000.000 per occurrence or claim, 52,000.000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by LSP in this agreement and shall include. but not limited to, clairns involving infringemenl of intellectual property, includirrg but not limited to infringement of copyright. trademark. trade dress. invasion ol'privacy violations, information theft. damage to or destruction of electronic information, release of private information. alteration ol electronic information, exlortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with Iimits sufficient to respond to these obligations.
lf the LSP maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or higher limits maintained by the LSP. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. Policy shall name the COLTNTY as Additional Insureds.

D. General lnsurance Provisions - All lines:

I) Any insurance carrier providing insurance coverage hereunder shall be admitted to the Stale of California and have an A M BEST rating of not less than A: VIII (A:8) unless such requirements are waived. in writing. by the County Risk Manager. If the County's Risk Manager waives a requirement for a particular insurer such waiver is only valid for that specilic insurer and only for one policy term.
2) The LSP must declare its insurance self-insured retention for each coverage required herein.

Ifany such self'-insured retention exceeds $500.000 per occurrence each such retention shall have the prior written consent of the County Risk Manager belore the commencemenl of operations under this Agreement. Upon notification of self-insured retention unacceptable to the COtjNTY. and at the election of the Country's Risk Manager. LSP'S carriers shall either; l) reduce or eliminate such self-insured retention as respects this Agreement with the COUNTY. or 2) procure a bond which guarantees payment of losses and related investigations, claims administration. and delerrse costs and expenses. 3) t-SP shall cause LSP'S insurance carrier(s) to f'umish the County ol'Riverside with either l) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein. and 2) if requested to do so orally or in writing by the County Risk Manager" provide originai Certified copies of policies including all Endorsements and all attachments thereto. showing such insurance is in l'ull lbrce and effect. Further. said Certificate(s) and policies of insurance shall contain the 4 Itc\rsron l/06/2021
AGREI]MENT # ITA R('-OO9IO
covenant ofthe insurance carrier(s) that a minimum ofthirty (30) days written notice shall be given to the County of Riverside prior to any material modit'ication, cancellation. expiration or reduction in coverage of such insurance. If LSP insurance carrier(s) policies does nol meet the minimum notice requirement fbund herein, LSP shall cause LSP's insurance carrier(s) to furnish a 30 day Notice of Cancellation Endorsement. 4) ln the event of a material modification, cancellation. expiration, or reduclion in coverage. this Agreement shall terminate forthwith. unless the County of Riverside receives. prior to such effective date" another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage's set forth herein and the insurance required herein is in full force and effect. LSP shall not commence operations untilthe COUNTY has been furnished original Cerrificate (s) of Insurance and certified original copies of endorsements and ilrequested. ceftified original policies ofinsurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier to do so on its behalf shall sign the original endorsements for each policy and the Certificate of Insurance.
5) It is understood and agreed to by the parties hereto that the LSP's insurance shall be construed as primary insurance. and the COUNTY'S insurance and/or deductibles and/or self-insured retention's or self-insured programs shall not be construed as contributory. 6) If. during the term of this Agreement or any extension thereof. there is a material change in the scope ofservices: or. there is a material change in the equipment to be used in the performance ofIhe scope ofwork; or. the term ofthis Agreement. including any extensions thereof. exceeds five (5) yearsl the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement, if in the County Risk Management's reasonable judgment. the amount or type of insurance carried by the LSP has become inadequate.
7) LSP shall pass down the insurance obligations contained herein to alltiers ofsubcontractors working under this Agreement.
8) The insurance requirements contained in this Agreement may be met with a program(s) ol' self'-insurance acceptable to the COUNTY.
9) LSP agrees to notify COUNTY ofany claim by a third party or any incident or event that may give rise to a claim arising fiom the perfbrmance of this Agreenrent.

9. General:
5 Itcvisrolr l/06/20l I

9.1 This Agreement. including any attachments or exhibits. constitutes lhe entire agreement of the parties with respect to its subject matler and supersedes all prior and contemporaneous representations. proposals. discussions and communications, whether oral or in writing. This Agreement rnay be changed or modified only by a written amendment signed by authorized representatives of both parties.

AGREEMENT # ITARC.OO9]O

9.2 This Agreemenl shall be governed by the laws of the State of Califomia. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the Superior Court ofthe State of California located in Riverside. California. and the parties waive any provision of law providing for a change of venue to another location. In the event any provision in this Agreemenl is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

9.3 The following documents are attached to and incorporated into this Agreement:

Exhibit A: Scope and pricing.

Exhibit B: LSP Reporting of Active Enrollments.

Exhibit C: Microsoft LSP Participation Form.

Exhibit D: Microsoft EA Benefits for Government Agencies.

Exhibit E: Microsoft Enterprise Agreements and Amendments.

El) Microsoft Enterprise Agreement No. 8084445.

E2) Microsoft Select Plus Agreement No. 7756479.

E3) Amendments No. l- EA Custom TennsCTM (Documenl No. CTM-CPT-oPT-FWK) E4) Amendments No. 2- EA Custom Tenns (Document No. CTM-FWK-CTC-AGR).

9.4 In the event of any conflict or inconsistency between the terms and conditions of this Agreement and arry terrrs or conditions set tbrth in any of the attachments, purchase order(s), or olher document relating to the transactions contemplated by this Agreement. the terms and conditions set fofth in this Agreement shall prevail.

9.5 This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each party of this Agreement agrees to lhe use ofelectronic signatures. such as digital signatures that meet the requirements ofthe California Unifonn Electronic Transactions Act (("CUETA") Cal. Civ. Code $$ 1633.1 to 1633.17). for executing this Agreemenl. The parties lurther agree that lhe electronic signatures of the panies included in this Agreement are intended to authenticate this writing and to have the same force and el'fect as manual signatures. Electronic signature means an electronic sound. symbol. or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUETA as amended from time to time.

The CUETA authorizes use of an electronic signature for transactions and contracts among parties in California. including a government agency. Digital signature means an electronic identiller. created by computer" intended by the pafty using it to have the same lbrce arrd effect as the use of a manual signalure. and shall be reasonably relied upon by the parties. For purposes of this section. a digital signature is a type of"electronic signature" as defined in subdivision (i)ofSection 1633.2 of the Civil Clode.

R.\is(D I/l)6/10l l

9.6 If the signatory or entity is a corporation. the siqnatures of two comorate officers (the 6 AGREEMENT # ITARC-OO93O
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement.

SattTriedlandar
By' By
Chuck ashington Name: Scott Friedlander
Title: President
nut"d, Ju[ 8,2024
Chair ofthe Board of Supervisors
Daled:

ATTEST:

Kimberly Rector
Clerk of the Board
Bv:

APPROVED
Minh C. Tran

TO FORM
Co unsel
lc ido
Deputy ounty Counsel
Dated: vlqlzo "q
7 Re,'rsron l/06/2021
SEP 1 0 2024 3J)
president. vice president. secretary. assistant secretary. Chief Financial Officer (i.e. treasurer), or assistant treasurer) are required on the agreements. The signatures must be in the following combination: president or vice president and secretary. treasurer or CFO. For example. the sisnatures of a president and a vice oresident would be insufficient. lf signed bv a sinele corporate officer. a corporate resolution. authorizing the one officer to bind the corporation. signed by the Board of Directors of the corporation. is required. The corporate resolution must authorize the signatory to sign agreements on behalf of the comoration.

Ifthe entity is a limited liability company (LLC), the signatory is authorized signer as set forth in LLCs operating agreement.

COUNTY OF RMRSIDE, a political
subdivision of the State of California
INSIGHT PUBLIC SECTOR, INC., an Illinois
corporation authorized to conduct business in the
State of California.

By'
Paula
I lto fio:f
DocuSign Envelope lD: 8F 247 AE4 -2AAE-141 B-8F5A-FC77A475EFCD tNslGHT PUBLTC SECTOR, tNC.
an lllinois corporation
Consent in Lieu of Soecial Meetins of the Eg3Id_SLDiIgglgtE ESISUe$19-SSS! lllinois Business Corooration
Act of L983
The undersigned, being all ofthe directors of INSIGHT PUBLIC SECTOR, lNC., an lllinois corporation (the "Corporation"), acting pursuant to Section 8.45 of the lllinois Business Corporation Act of 1983, do hereby consent to the adoption of, and do hereby adopt, the following resolutions, effective as of January 7,2023, and declare them to be in full force and effect as if adopted at a regular scheduled meeting of the Board of Directors of the corporation:

RESOLVED that the following persons are hereby elected to the following offices ofthe Corporation with such powers and duties as provided in the Articles of lncorporation and Bylaws of the corporation, until the next annual meeting of the Board of Directors or until his or her successor(s) are duly qualified and elected:

RESOLVED that all business transacted by the Corporation, and all acts of the directors and officers of the Corporation with regard to the tra nsaction of such business by the Corporation since the organization ofthe Corporation, are hereby ratified, approved, andconfirmed.

This consent shall have the sa me force and effect as the u na n imous vote of a ll the directors of the Corporation at a meeting duly called, convened, and held in accordance with the Articles of lncorporation and Bylaws of the Corporation.

DIR
Scott F ne
,A-&," A-'i,
Sh aron
Scott Friedla nder President
Virginia Adams Treasurer
Sharon Ennis Secretary
G lobal Compliance Officer
ln witness whereof, the undersigned have executed this written consent effective as of January 1,2023.

Officer Title
Lisanne Steinheiser
2 AGREEMENT # ITARC.OO9SO
Exhibit A
Scooe and pricins
l. The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (LSP) for Microsofi Master Microsoft Enterprise Agreement No.8084445; Software Licensing.

Software Support. Cloud Services such as Azure. lndustry Solutions Delivery (lSD) formerly Microsoft Consulting Services (MCS). Microsoft Unified Support and Microsoft incident response. Microsoft Select Plus Agreement No. 7756479.

The agreemenl with LSP as a LSP ol'the Microsoli Products and Services under Microsoti EA No. 8084445 is available lbr use by the County ofRiverside and governmental agencies within the State of California. The LSP will serve as the liaison between the political entity for enrollments under the Microsoft EA.

The LSP may remain the LSP for the Three 3-year duration of the Enrolled Affiliate's Enterprise Agreement Enrollment. All True-Ups during the 3-year enrollment (orders for new products. etc.) by Enrolled Affiliates are required to be submitted only through the Alfiliate's selected LSP. Multiple [,SP's cannot service a single Enterprise Agreement Enrollment. Enrolled Affiliate may at any time choose to transler their current enrollment lrom one LSP to another LSP pursuant to lhe transt'er terms set by M icrosoft.

The Enrolled Atllliate shall work with the LSP to detennine the annual payment, true-up commitment schedule defined in their enrollment.

The LSP u,ill provide reports showing year to date annual spend according to Enrolled Afllliate's specificalions. Frequency will be deterrnined by each Enrolled Affiliate (ie: rnonthly. quarterly. etc.).

The LSP will provide reports of licenses purchased and added on to enrollment according to Enrolled Affiliate's specifications. (lnterrded for an enrollment that has licenses for multiple agencies within a governmental body - ie county. city. elc.) Frequency will be determined by each Enrolled Alfiliate (ie:
monthly. quarterly. etc.).

The LSP will provide. at the Enrolled Affiliate's request, a licensing portal that allows the tracking of licenses beyond the capabilities of the Microsoft VLSC. This portal will show. but not be limited to. all licenses on the current enrollment. quantities of said licenses, track licenses at department/agency levels, transfer licenses to and from each department/agency. and have reporting functionalities. 8 I
5 7
8 9
R(!isr{nr l/06/2u21
LSP's Scone and resnonsibilities

3. The LSP agrees to extend the same pricing, terms, and conditions Io every political entity, special district, in the State of Calilbrnia. It is understood that other entities sl.rall make purchases in their own name. make direct payment. and be liable direclly to the LSP oftheir choosingl and County shall in no way be responsible to any LSP for other entilies' purchases.

6. Each Affiliate will conrmunicate to the LSP the compensation tenns applicable to their agreement.

AGREEMENT # ITARC.OO93O

10. The LSP will provide training to the Enrolled Affiliate's Microsoft administrators on Microsoft portals such as the VLSC. Office 365, Azure. etc. within 30 days of receiving a purchase order for such products that introduce a new portal. LSP should outline what aspects oftraining they feel would be heneficial in their proposal.
ll. The LSP will provide documentation to the Enrolled Afllliate within 90 days of when Microsoft has made a change to a license and advise of any grandfather or conversion rights within that same timeframe.

12. The LSP will provide a short synopsis ofwhy an amendment is needed and the ramification ofeach amendnrent to an enrollment at the time of such amendment.

13. The LSP will provide an updated price list on an annual basis or when Microsoft changes price point, whichever is sooner. in an Excel spreadsheet to the Enrolled Affiliate. This price list must capture. at minimum. the following categories fbr each product: SKU. product description, MSRP, NET (l-evel D), LSP's uplift and contracted unit price.

14. The LSP shall provide a list of enrollments. The list of enrollments is due 30 days after the contract signature and on January l5th ofeach calendar year during the agreement period. This list will include the agency name, contact person, email and phone number and annual spend. The intent of this is to track how many agencies within the State of Califomia piggyback off of the Master Agreement.

15. For any new enrollments entered into starting November 1.2024, the LSP will be charged 1.00% of the annual enrollment sales amount to leverage the Riverside County Master Microsoft Agreement No.8084445. and Select Plus Agreement No.7756479. which includes Software Lice nsing, Software Support. Cloud Services such as Azure, Industry Solutions Delivery (lSD), Microsoft Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. Existing enrollments entered into prior to October 31, 2024 will be charged a 0.5% administrative fee. This administrative fee will be an annual l'ee, per enrollment inclusive of Affiliates Shadow Enrollments.

16. The Servicing LSP shall provide Microsoft Enterprise Support Services fiom Microsofl to assist customers leveraging this contract vehicle in operation ofthe technology acquired and assist Riverside Master Participants in maximizing the benefits of this investment.

17. The Servicing LSP shall provide the ability to for the acquisition olMicrosoft services as the demand for individual product services or capabilities expand. The servicing LSP shall provide services to include Microsoft Unified. Industry Solutions Delivery (lSD). and Microsolt incident response. The Servicing LSP will have a valid Microsofi Master Services Agreement on file with Microsoft in order to resell Microsoft [Jnified Support. and Industry Solutions Delivery (lSD). Additionally. the contractor shall provide Microsoft dedicated Technical Supporl representatives and subject matter expe(s provided via the Microsoft enterprise agreement to support and assist Riverside County master participants in analyzing, architecting. implementing. managing, and operating solutions based on the licenses previously acquired or to be purchased in accordance with the terms ofthe Microsoli enterprise licensing program.
9 Rcvrsron l/06/2021
ACREEMENT' ITARC-(]O93O

18. LSP will be responsible for submitting a completed "Reporting of Active Enrollments" by January I 5th of each year for the prior calendar year.

19. The County of Riverside lnformation Technology (RCIT) will invoice the Awarded LSP annually based on the enrollments verified from LSP Reporting of Active Enrollments.

20. Payment is due to Riverside County Inlormation Technology thirty (30) days fiom invoice date.

21. The administrative fee shall not be included as an adiustment to LSP's Master Agreement pricing.

22. The administrative fee shall not be invoiced or charged to the Enrolled Affiliate.

23. Administrative fee checks shall be submitted to:

Riverside County Information Technology
Attn: Accounts Receivable
3450 l4Ih Street, 4th Floor
Riverside. CA 92501
Rr! rsior l/{)6/21)21
10 Pricins:
l. Microsoft EnterDrise License Subscription and services

2. Licensc Support Provider (LSP) Solution Area Specific Capability:

ACREEMENT # II'A RC-OO93O
Item Description Price Leyel Mlrkup'2,
Enterprise Online Services** (including Full USLs, From SA USLs, Add-ons and Step Ups) M365 E3 and 85. Enterprise
Mobility + Securify E3 and E5, Office 365 Enterprise El or E3, Windows l0 Enterprise E3 or 85.

Level D 1.75
Enterprise Products (Office 365 Pro Plus. Windows 10
Enterprise. Core CAL Suite, Enterprise CAL Suite). l.evel D r.75 Additional Products (M365 Fl, M365 E5 Compliance, M365
E5 Security, Office 365 Enterprise F l, Project Online, Visio Online Plan I or Plan 2, Dynamics 365, Azure. SQL Server.

Windows Server, etc).
l.evel I) i.75
Server and Tools Product (applies to Server and Clor.rd Enrollments only) SharePoint Server. SQL Server. BizTalk Server, Visual Studio. Core Inliastructure Suites. etc. l,evel D 75
Allproducts for Select Plus Agreement No.7756479 2.00
Microsoft Unified Support Services 2.50
M icrosoft Consulting Services 2.5 0
M icrosott Incident Response 2.5 0
Soluti0n Area Specific Capability Number Customer Size Referencc? Number of successful customer production
mail deployments/m igrations? 500+
All sizes
includ ing public
sector agencies
Yes
500+
All sizes
including public
sector agencies
Yes
Number of successful customer production
Teams deployments/m igrations? I 00+
Allsizes
including public
sector agencies
Yes
Number of successl'ul customer production
l'eams Voice deployments/PBX migrations? I 00+
All sizes
including public
seclor agencies
Ycs
Number of people with specialized expertise
on technologies listed above | 000+
All sizes
including public
seclor agencies
Yes
Ite!rsion ll)6/2021
11 Number of successful customer production
SharePoint deployrnents/m igrations?
Data and Artificial lntelligent Certifi ed Competency (Yes/No) Hourly Rate (On Premise)
Build Intelligenl Apps Yes $ 150-$275
Build Intelligent Agents Yes $150-$275
Machine Leaminq Yes $ 150-$275
Intemet of Things Yes $ 150-$275
Clobally distributed data Yes $ 150-$275
OSS Databases Yes $ I 50-$275
Cloud Scale Analvtics Yes $ I 50-$275
Data Platform Modernization to Azure Yes $ r s0-$275
Windows Server on Azure Yes $ I 50-$275
Security & Manaqement Yes $rs0-$27s
Datacenter Migration Yes $ r 50-$275
Modern Business Intelligence Yes $ r 50-$275
Copilot Yes $ r 50-$27s
Biz ArrDs
Customer Service Yes s 150-$275
Field Service Yes $ r 50-$275
Marketing No NA
Talent No NA
Finance and Operations Yes $ r 50-$275
Business Central Yes $ r50-$275
Power Apps Yes $ r50-$275
Power BI Yes $ r50-$275
Apps and lnfrastructure
Azure Stack Yes $ r50-$275
High Performance Compule No NA
Cloud Native Apps using Serverless Yes $ 150-$275
Modernize Apps Yes $ I50-$275
SAP on Azure No NA
Linux on Azure Yes $ 150-$275
Dev Ops Yes $ I 50-$275
Business Continuity & Disaster Recovery Yes $ 150-$275
Windows Server on Azure Yes $ r50-$275
Security & Manaqement Yes $ ls0-$275
Datacenter Migration Yes $ 150-$275
l\todern Workplace
User Adoption & Change Management Yes $ I 50-$275
Securit\ Yes s r 50-$275
GDPR & Compliance Yes $ I 50-$275
Teanrwork Yes $ | 50-$275
Calling & Meetings Yes $ | 50-$275
Modern Desktop Yes $ t50-$275
Office 365 Migration Assistance Yes $ r50-$275
\4a il Yes $ r50-$275
Teanls Yes $ r50-$275
SharePoint Yes $ r50-$275
OneDrive Yes $ r50-$275

3. License Support Provider (LSP) service rates:

ACREEMENl' # ITARC-OOg3O
Ittl rslon l/06/2021
12 AGREEMENl' # ITARC-OO93()

LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name Compony nome
RIVCO
Contract lD TBD
Master
Enrollment
Enrollment
Number:

Enrollment
Entity:

Start
Date:

End
Date:

Annual
Sales
Enrollment
Contact:

Enrollment
Contact
Email:

Enrollment
Contact Tel:

County of
Riverside
xx/xx/
xxxx
xx/xx
/xxxx lohn Doe
Revislon l/06/2021
13 Exhibit B
ttl
AGREEMENT # ITARC-OO93O
Exhibit C

MICROSOFT LSP PARTICIPATION FORM
JX 3lrTH
Chi.t hromrtion Ofi<.r T RTIII PEREZ. ACIO
E.t rpns. Apptic.bfii Bur.:u

OARRYL POLX
Chi.t Tehoology Ofi{r CIT GUITAVO VAZaUEZ, ACt('
TRACY TALXAX C..v..g.d C,dnhusla.r Bso.u
O.pory Ok dor Adm'n - rT
arTxoxY cltocrYoJr
Chi.t lntomrtid S&orav Otta. x.ARAN CHAlaOi X, AC|O
lEn^orogy S.Bi€r Bur..u
Microsoft LSP Participation Fomr
(RrQ fl rrAAC-0O532.{n.cbmn. 2)
Complctc thir form and r.turn to:

AttEntin: Unda Fakhoori
E-ni.ll: ItathotlndDnvco oro
PrymGnt ahould bc mada to:

Rivcrtirc Couty hlormrton Tccioology
3/r5O l4th St .c( Foudn Fbor
Rivcr.ido. CA 92501
County of RNcrlije TIN ti 95-6q)0930
Company Namc: lnioht Public Secioa. lnc.

Narne ]ScoU Fncdbndcr Ti!e: SVP Pubtc Sector
2701 E hsioht Wev
Cryl Zlp Cod.rA52A6_Tclcphonclr 30l-233-2392
s/2t2O24
Thc Count of RivcEidc - tlrc h€t ot lh. Lcro-i ll..t r AgrccrrEnt No. oo8aaas. At qu..lbor rlgrrhg lhc galatuctr and lccrBing .hou5 bG *cctcd to Uk,roA
Ay sbnilg b6lo*. I am rqracing b pay t'la panicigalioar fcca ,o( crch onrolknant thlt rr cltlurlhGd by bvcr.ging th. County ol Rivcrli(rc ltdicr AgrG.rn6rt in .ccoft|nc. to lhc sctrGdulE rclGrlncad on RFO * ITARC{Xr532 .nd .ny urb.eqrcri cont .c!r .nd , or.flrGrinEnbOy dgnirE b.br, I .l.o .gLrc! lh.t .ll Gn,ollr.olr wii b6 lub.nlicd lo Mtraorl darDct, to Epo.l Gorolm.nl .ctvily .nd comDay to lrrc p.yrnent rch.drrb pcr RFO , ITARC{Xr532 b Rivlr'lrirc Co6ty tnro.rnrtiro TcchrEao9y.

Pl6alc rarcrEnc! tic ]lmltancc irtoamalio.r abovc ,or wlErc b t nd flG pa!'Dart Falurc b co.rrply may llaul in thG award baiog rr3cia|dcd.

Sign.tur.

Scott Friedlander
Datc
tPs svP
TiIIE
Em.il: [email protected]
Re!isron I/06/2021
1,4
S.otl F.bdlend.rCDh.'oht ..h
AGREEMENI' # ITARC-OO93O
Exhibit D
Microsoft EA Benefits for Government Agencies
Reduced Paperwork
Reduced number of separate documents to review - by consolidating amendments into a single document. Many ofthe amendments previously required are now built into the enrollment document.

Customers utilizing the County of Riverside EA Master Agreemenl may choose either an Enterprise Enrollment or a Server and Cloud Enrollment (or both) depending on their needs.

Standard Pricing Across all platforms
Microsofl will provide LSP's (authorized EA LSPs on this contract) with Covernment Level-D, pricing oiFofpublished "LSP cost" all platforms. Azure discount is a factor ofthe consumption rate.

This will make it easy when calculating New, Additional product, and True-up purchases at the beginning or during your Enterprise Agreement Term. It also reduces possible confusion among paftners.

E3 No charge Onboarding Services
Microsoft assisted onboarding is now a benefit of Olilce 365 M icrosol'l lntune, Azure AD Premium and Azure ItMS. Eligible customers will receive guidance from a dedicated group of onboarding expems known as the Microsoft FastTrack Center (FTC) to onboard to these services. The FTC uses an onboarding approach known as FastTrack to help you. your lT Team. and or Pa(ner, confidently onboard new users and capabilities. Programs are subject to change and/or evolve.

E.l No Charge Security Incident Assistance
Microsoft will engage special security teams in the event ofan exploit ifyour organization leverages Microsoft security technologies as part of your enterprise agreement commitment. These teams will help you identify and stop the malicious attack and triage the incident. See your Microsoft Sales Executive for more details.

E5 Raise and lower commitment for hosted services during the Enterprise Agreement Period You can raise your commitment fbr hosted services like 0365, CRM, Azure during the current EA year and only commit to the remaining months in that year. Example: your anniversary for your Year-2 term is in November and your adding 100 Office 365 users in May. You will only be obligated to pay for the 6 months leading to your anniversary. Additionally, you can now true-down hosted services al your anniversary to the original commilment level as well.

E6 Additional Software Assurance benefits
With New Version Rights, you can upgrade each Microsoft product license that is covered by active Software Assurance to the most recent version for no additional cost. When a new version of Microsofl Olfice is released during the lerm of your agreement. your licenses are automatically upgraded to the ne$ \ersion.

EI
E2
Office Roaming Use Rights: Help expand end-user productivity and extend the value of your virtual desktop environment with Office Roaming Use Rights, which lets users with Software Revrsron I/06/?02l
15 ACREEI\4ENT # I1'A RC-OO93O
Assurance on Office, Project, or Visio remotely access their software on their virtual desktops from third-party devices.

Spread Payments: Spread the costs of your License and Software Assurance purchase across three equal, annual sums versus one up-front payment to help reduce initial costs and aid in forecasting annual software budget requirements up to three years in advance. When you use the Spread Payments benefit, no interest or additional fees are incurred. You may also consider Microsoft Payment Solutions to help finance your technology needs, including software, services, partner products, and hardware. Although Microsoft Payment Solutions is not part of Software Assurance, you can choose it separate from, or in addition to, the Spread Payments benefit to creale a customized payment structure.

Step-Up Licensing: Volume Licensing customers with Software Assurance can migrate from a lower edition to a higher edition software product while maintaining their Software Assurance coverage on a given product. The Step-up License makes it easier for you to move from a lower level edition to a higher-level edition without incurring the full cost of licensing two separate editions of the software.

Re\isron l/06/2021
16 More information about the Software Assurance by products as listed above can be found at:
https://www.microsoft.com/en-us/LicensinF/licensing-orogra ms/software-assu rance-bvproduct.aspx?83ffdda4-a263-4123-9752- 1 122538c0a96=True

2.lnsight Public Sector lnc.- LSP Agreement no.

ITARC-g3O.FINAL
Final Audit Report 2024-07 -OA
Created:

By:

Status:

Transaclion lD
2024-07-04
Penny Musser (Penny.l\[email protected])
Signed
CBJCHBCAABAAHeN,lbvMzZrepnbpxmYcjzjidgJ_gw[I8ZQ
"2.lnsight Public Sector lnc.- LSP Agreement no. ITARC-930-F| NAL" History
t\ Document created by Penny Musser ([email protected]) 2024-07-08 - 4:36:50 P[, G[4T- lP address: 20-94.5.128
L i Document emailed to [email protected] for signature 2024-07-08 - 4:38:04 PM GMT
3 Email viewed by [email protected]
2024-07-08 - 8:2035 PM GMT- lP address: 108.51.31.121
do Signer [email protected] entered name at signing as Scott Friedlander 2024-07-08 - 8:21:07 P M GMT- lP address: 108.51.31.121 de Document e-signed by Scott Friedlander ([email protected]) Signalure Date: 2024-07-08 - 8:21i09 PLi GMT - Time Source: server lP addressi 108.51 .31.121 g Agreement completed.
2024-07-08 - 8:21:09 PM GMT
@ moUelcrcbatSlgr
Exhibit E
Microsoft Enterprise Agreements and Amendments
E l) Microsofl Enterprise Agreement No. 8084445.

E2) Microsoft Select Plus Agreement No. 7756479.

E3) Amendments No. I - EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK) E4) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR).

Rc!rsion l/06/2021
1,7
AGREEMENT # ITARC-OO93O
E Mir:r,:sc,'ft
Program Signature Form
\/ol u trr c. l-i cert s in g
004-kayleed-S.04
8 084,1+s
Notc: Elller lhe applioahle active nrrrbert nssocialed vrilh lhe documents bclo\,/. Microsofl requites the associale(l aclive nurr)tler be hxlicated here. or lisled belDw as ne\4 This si$nalure lorn an(l all corrlracl docunents id€nlilied in lhe lable belo$/ are efilered iDto betvleen lhe Cirslomer and thc Microsolt Affiliate signing, as of lhc cllcclivc date idenlitad belo,,,/. lrl F
{
By signing below, Cuslomer and the l,ricrcsLlll Alliliale agree that both parlies (1) have rcccivcd, rcad aId underslar]cj lhe above coDllact docur'rents, incl!diDg a,)y w€bsites ordocu[)ents incorporated by tr relerence and any anrendmerrts and (21 agree lo be bound t y lhe lerms of all sLich documcnts. 'r.
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Custom Terms CTIVI
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a, Tenn. Tlr€ lerm ol lhis Agreenrerll r,/ill rernarn ln effecl unless terrrin3ted lry €ilhe, parly as des,,itibcd l)elo\./ Etrch Errrbllnetll will lrrve lhc tcrm provi(lDd in lhal Enrollnrcnl

2. The pricing thal tlicrosoll \,/ill oftcr Ervolled Affiliate'li Reseller lor Enrollrncnls effeclive bclween Novel]rber '1, 201S lhrougll OctoDer 31, 2021 . arxl lhat vrill apply for lhe enlire initial terrr ofsucli El]roltnenls. is as lollows:

Prod0ct Price
Level
Examples lnctudc blll are not limilE(l 10
the lollowaog':
' ll'! cr.'trrples il(luC{ erkiro $ci!ir!! I |dta,e lv3illbrcnr eill €,llle corrrre.ciar or9(,e'nrn"nl croud ctie',n!:
''O.rilrinn EiierD,isp Onkre s.'!i.c. :rrn r'ter(rned ir lhe laraotl..i l erlns vrilh th? rel rnhE cl Ff) ' i!! the la'bles lry 'r'rog'i,n .4?!'lu5il,ty'. lll! 1o)$r ol Enlcrp,ir€ 0 irle 5g!iL-es i5 lulrip.rt lc dt!'44 .$ Eile'!l!e Orline gErvice!' are i,.:lleo urdil€d/rs!.se{ s. 'ernolad l,orn ll,e Cnle(orse D,cara'n c,lcrirl{r Ercllsior$ apnly lo lhc addilional 2y" discornl orl Entcrprisc Onlrrrc Selviccs as lolcr\'rs U365 E3 and E5, EnlerDrise Mohility +
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SccLirity, Office 365 Errlcrprisa F1, Projccl
Orrline. Visirc Or!line Plarr I or Plarr 2
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Wiodo,rs Server, elc.

SharePoinl Server, SOL Server EizTalk
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. The price lisl nlorth that applie5 to an order is rrol a factor in (lelermining,.vhellrer the addilio[al2% discour olr Er]terprise Onlirre Services may tre applied lo 3n ordor- The nnly applicahle factor is ihe ef[eclive date of the Enrol|nent. .
-lhe cliscoont (loes rlot anDly to any extengirrns 01 the initral Tenn o. retretval Enrollmcnts
. The (lscounl (loes rot apply lo any prrxnolional Sl(Us. Enrolled Atfilirlp is entitleal lo llle lo',ver o[ the pron]oliol.ral price or discoLxrted price The price level that applies lo Enrollmellls elleclive olr 0r afler Novenlber ] , 202 I is Level D lor all Iiroiucls.

The Rcseller and llre Eorollecl Affali.3tc wlll (lelermine lhe Enrdlled Amliale's aouat pric! anrl paynrnnl lcflns.

Exce for changes nrade by lhis A.r errdll\eol, lhe E /ollr[ent or Agree[tenl identified above retrails unchanged and in trll force and eFfecl It there is any conflicl beh,]een any provision in this Amendme|tl itrld ar)7 pruyisiofl in the Errrollrrert or Agreernerl idellli,ie(lahove, lhis Anr(:ndlllefll strall (:onkol.

This Amendment must be attached to a signature form to l)e valid.

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Enterprise Agreement State and Local
This l/ticrosofl Eoterprise Agreem€nt (Agr€jement") is enlered into belween the entities idenlilied on the signat.rre form. I
Effective date, 'l he etfective date of llris Agieerrent is the earliest elfective date oF any Enrollnrent entered inlo lrn(ler this Agreernenl or lhe date Mjcrosolt accepts lhis Agreenrent, rehiclrever-is earlier This Agreement consists ol (1) these Agreement lerms and conditions, including any arnendrnents and the signature fornr and all altachments identilied therein, (2) the Pro(lLrct Terms applicable to Products licensed under this Agree,nertl, (3) lhe Online Services Terms, (4) arry Alliliate Enrollmenl enlered i|lto rmder thrs Agreement, an(l (5) any order subnritted under this Agrcement.

Please note: Docurnents relerenced in tlris igreemenl but not atlached lo the signature form nray be tound at lrtto.//\,,/ww I nic rosoll.corn/|ccrr sinn/contfacts and are incorporated in tllis Agreement l)y reference, incl(ding the Procluct Tenns and Use Rights. Tlrese documents may contain additional lerms and condilior)s For Prodrrcls licensed under lhis Agreemenl and may be changed irom lime to tine. Customer should review s(ch documenls carefully, bolh at the time o, signing an(l petiodically tlrereafter, and fully urlderstand alllefms and conditions applicable to Products licensed 1, Defirritions,
"Affilaate" rn€ans
a. wilh regard to Custorne/,
(l) any government agency, de'partnenl, oftice, ir)slrumerrfalily, division, unit or other entity of lhe slale or local governrdenl that is stlpervised by or is parl of Custorner. or vrhich srrpervises Customer or ol whicll Cuslomer is a part. or v/lrich is !lnder common supervision ,,, iltr Customer:
(ii) any county. borough. comrironwealth, city, municipality. tolvn. township. speciel purpose . distr-rcl, or other similar typb ol governmental inslrunrentalily established by the laws of Cuslomer's slate and localed whhin Customer's state iurisdiction and geographic boundaries: and
(iii) any other enlity in Custonre'r's state expressly aulhorized by the laws oF Customels stale to purchase under slate co tracts: provided lhal a slate and its Afliliates sh€ll not, for purposes of this delioition, be considered to be Affiliates of the federal govennrenl arld ils Al,iliates; and
b, \irllh regard lo tvlicrosoll, any tergal enlily lhal iricrosott owns, lhat owns Microsofl, or lhat is under csmmofl ownership nilh lvlicrosofl.
"Custor)rer' means the legal enlity that has entered rnlo lhis Aqreemenl with Microsoft t' "Custorner Data" means all dalb, inclLrding all tert. sound, soltrvare, image, or video files thai are providecl to Microsoft by. or on bahall of. an Enrolled Affiliste and its Atfiliates through (rse ot Online $ervices. "day" rneans a calendar day, excepl ,or refelences that specifv "business day" "Enrolled A,filiate" meads ar) e rily, either Custoroer or ar)y or,e of Custo[]efs Afliliates lhal has eltered into an Enrollm€nt under this Agrgement.
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''Enrollmenl" means tlre docunent tllat an Enrolled Alliliale subnlits under lhis Agreement lo 0lace orders lor Proclucls
Erterprlse" means an Enrolled Aflilrale and thB Alfiliates for which il is responsihle and chooses on ils Enrollmenl lo inclUde ir rts enterprise.
'Fixes'rnearts Producl lixes, rnorJificatior s I or enhancements, or their (lerivatives, thal Microsofl either releases ger'rerally (suclr as Product servrce'packs) or provides lo Customer to address a specilic issue. ''License' rneans {he riglrl lo download, insti . access antl use a Product. For cerlain Products, a Lrcense lnay be available on a lixed torm or subscription basis ("Subscril)lion License"), Licelses for Online Servkes will be consi(lered Subscription Lrcerrses
"[,licrosoft" nleans tl]e Microsoft Alliliale that has en(ered inlo tlris Agreernenl or an Eorollnrent and ils Alliliales. as appropriale
"Online Serviqes" rneans the lVicrosolt-lrostJ<l services idelllitred as Online Seftices in the Product lerms.

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"Online Services Ter rs'Dreans the addrtional lerms lhal apply to Customels use of Online Services published on the Volume Lrcensing Srle an(l'up(lale(l frorn Ilne lo lrnre "Producl" means all products idcntafied in lhe Producl Tenns, such as all Soltwale, Online Services and otl'rer web-based services, including pre-release or bela v€rsions. "Prod(,ct Terms'oreans lhe (locurrlenl lhal provldes infonnation about Microsolt Producls and Professional S€rvices a'./allable lhrough volunre licensing. The Produc,l Terms rlocument is published on lhe Volunre Licensino Site and is updaled.korn line to lime
"SLA" nreans Service Level ngreement, vlhiCh spedfies the minimurn seryice level ,or Online Services an(l is pul)lishpd on lhe Volume Licensing Site.
"Software" orelrns licerrsed copies ot ldicroscjlt software identiliecl on the I'roducl Terms. Sottware doei nol incl[de Online ServiDes, bul. Soflware n]ay be parl ol an Online Se,vice. .Softv,iare Assurance" is an olFeflnq Dy Microsoft thal provides nerv version rights and other benefils lor Prod{cts as further described in lhe Product'Terms.
^'liade Secrel" means informalion thal is not generally knolvn or readily ascerlainable lo the public, has econorhic value as a result, and has been subject to reasonable steps under the cirirrmstances lO mainlaln its secrecy. I
"Ltse" or'run" means lo copy, install. use, access, display, run or otheruise intetacl.

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.Use Righls' means the use rjghls or tenns of service for each Product pflblished on tlre Volurne Licensing Site and (pdated lrom time to time The Use Righls supersede the lerms of any end rlser license agreemenl that acconlpanies a Product. The Use Rights for Softleare ar? published by Microsolt iD lhe Produ':t I'enrs The Use Righls for Onlin€ SeFJices are published in lhe Online Services Terms. 'Volunre Licensing Sile' nreans hltD:/lw'$A'l.tlicr or a successor sile How the Enterprise program works.
a. Gerr€ral. Th€ Enlerprise progrirn consists ol the leflns and condrlions on which an Enrolled Aflilrate rnay acqune Prodlrct Licenses. Under the Enterprise program, Custonrer and ils Affiliates may order Licenses foi Producls by entenng inlo Errrollmenls l). Enrollnrents. The Enlerprise program gives Cuslor er and,lor its Afliliales the ability to enter inlo one or more Enrollments lo order Products, Subscription Enrollmenls may be availabl€ tor some of these Enrollrneots. l,Jolwithstanding any other provislon ol this Agreement, only Enrolled Affiliales identified in a'n Enrollmenl will be responsit le for cornplying \xilh the terms of lhal Errrolhhenl. includrng Ihe leans of lhis Agreement rncorfrorated by lelereoce in that Enrollnlent.

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2. Licenses. Ihe types ol Licerrses available are l1) Licenses ohlalned u der Soltr.]are Assurance (L&SA), arrd (2) Subicription Licenses. These Liccnse lypes, as well as additional License Types. are further desciibed in the Producl List.

3. Licenses for Products.

License Grarrt. Microsofl graols llre Enlerprise a norr--oxchrsive, vro.ld,ivide and limiled nghl lo do'.v[load, inslall and use sollware Products, and to access and use the Online Services each in the quantity ordered urdei ar Enrollment The righls granled are subject lo lhe te.ms of lhis Agreer|rent, lhe LJse Righls an(l the Producl Terms. Microsoft reser'/es all rights not exJrressly granled in this Aqreerhent
Ouration of Licenses. Subscription Licenses and tnost Softwaje Assurance riglrts are tenrporary and expire ,,.rhen thd applicable Enrollnrenl s terminated or expires, tlnless the Enrolled Affiliale exercises a buy-out oplion. which is available lor sorre SLrbscriplion Licenses.

Except as olherwise noled irl lhe applical)lo Eryoll|rent or Use Ri0lrts, all other l-ice ses becorne perpelual only ,.,.,hen all Dayrr]ents lor thal License lrave been nrade and lhe initial Enrollmenl lenn has expired.

At)plicable LJse Rlghts.
(i) Producls (other than Orrlirie Servlc€s). 'lhe Use Righls in eflecl on llre elfeclive date ol lhe applicable Enrollment ternl \.rill apply lo El)terprise's use of the versron of each Product thel is currenl al lhe lime. For fulure versions and new Producl8. the Use Rights in eftect rr,i hen llrose versions and Prod(rcts are first released willapply. Changes Microsolt makes to lhe Use Rights for a partiiular version will nol apply unless lhe Enrolled AFliliate chooses lo have lhose changes apply. The Use Rights applicahh lo perpettEl Licenses lhal lvere acquired under a previous agreemenl or Enrollrnent are detetrnined by lhe Agreernent or Enrollmenl under wllch they were acquired. Renewal ot Sottware Assurance does r)ol clrange $rrich Use Right.s apply lo lhose Licelses.
(ll) Onllne Servlces For Online Services. the Use Rights in ellecl on the subscription start date will at)ply for the sLrbscriplion term as delined in the Product Tern)s.

Downgra(le rights. Enrolled Afiiliale Inay use ar r earlier vefsiqn el a Producl other lhan Online Servjces than llre version that is current on lhe efleclive dale of the Efltollment. For Licenses acquired in lhe currenl Enrolheht tefln, the Use Rights lor the currerrlversion apply to the use of tlre earlier version. ll the earlier Producl versior) includes fealures thal are not in tlre nev/ version, tlren the LJse Rights applicable lo the ea.lie rersion apply wilh respect to those features.

New Versiorr Rlghts under Soltwirre Assurancc. Enrolled Affiliale rnusl orcler and marnlain continuo!s Software Assurance boverage for each License ordered. Wilh Soflware Assurance coverage, El]terprise autornaticdlly has ll]e right lo use a nerv version ol a licensed Ploduct as soon as it ,s released. even il Enlolled Afliliale chooses r)ol lo use the nev, version inllnedlalely (r) Except as olherwise permiltbd under an Enrollmenl, use ol lhe new versioo will be subject lo lhe new version's LJse Rights
(ii) ll the L icense for lhe ea.lier version of lhe Product ilr perpetual at lhe lime the new version is released, the License for the n€w version will also be perpelual Perpetual Licenses oblained through Sofl$are Assurance replace any perpetual l-icenses for the earliel verslon.

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l-iconsc contirmation. Thrs Agreement. the appliceble Enrollment, Enrolled Alfi|ate s oder confilralion, snd any documentatoD evidencing lranslers ol perpelual Licenses. togelher vJilh proof ol payr!)ent, r,,/ill he Enrolled Afliliate's evidence of ail Licenses oblained under .]n Enrollntenl.

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4 q. Reorganizations, corlsolidatlons and privatizations. lfthe num ber of ticense s covered Dy an Enrollment charlges by nlore lhan len percent as a result of ('l) a reorganization, consolidatior or privalizatio,i oi al] errtity or an operalirrg divisiol], (2) a privatization ot an Affiliate or an operaling division ol Errrolled Allilial€ or any of its Affrliat€s, or (3) a consolidatior) including a rnerg€r v,/ilh a lhlrd liarly thal has an existing agreemenl or Enrollmenl. MicrosDfl will ,,vork with Enrolled Afiliate in good faitlr to deternine how lo accomrnodale its r:hanged circumslances in the context of ihis Agreenrellt
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Making copies of Products ancl re-imaging rights.
a. Gcrreral. Efirolled Altiliate rnay' nuke as rnany copies of Producls, ss il needs lo distriDute lhem vr'ithi[ lhe EntsrprisB. Copios must be tllre and eornplete (inchrdiflg copyright and lradenrarl rrolices) lrorlr nlaster copies olllaine(l Ftonl a Mtcrosoft approved fulfillntent soIrce Enrolled Affiliale may use a third parly to make these coples, bUt Enrolled Afliliate agrees it $/ill be responsible for any third perty's sc(ions. Enrolled Affiliate agrees lo make teasonable efforls lo notrfy rts employees, agenti aid any olher individuals vJho use the Pro(lucts lltal the Pro(lucls are licensed lronl lvlicrbsofl and subject to the lerms of lhii ngreeDlent. b. Copies for training/eva[rataon and back"rp. For all l]roducts olh€r lhan Online Services.

Enrolled ,\ffiliate rnay: 11) use tlr lo 20 cornplimenlary copies of any licensed Product itl a dedicated training facility on its premises lor purposes of training on tlrat parlicular Prodrrcl, (2) use up to 10 complinrentary copies of any Producls lor a 60-day evaluation period, an<l (3) vse olle cornplimenlary cof,y (,f any licensed Producl Fo[ bacl<-up or archival purposes for each ol ils disllnct geographic locations. Trials for Online Se.vices may be available it specilied in lhs Use Righls
Right to re-image. ln cerlain cases, re.imagirlg is penrilled using lhe Prodrct media ll the Microsolt Producl is licensed (1) fronr an origh]al equipment manufacturer tOEM), (2) as a full packaged Producl through a relail source, or (3) !n(ler another lvlicrosof( program, tlren media provi(led u,rder this Agreernenlrrnay generally be used to create irnages for rrse rn place ol col)ies provided lhrough that seiarale so[rce. Tlris right is cooditional upon the lollov/ir]g:
(i) Separate Licenses nrlsl b€ acquired fronl lhs separale source for each Product that is reimaged. (ii) The Product, laoguage, version, and componenls af the copies rnade rnusl be idenlicallo lhe Product, language, verdion, and all conrponenls of lhe copies they replace and lhe llurllber (,t copies or inslances of lhe re-irnaged Product pernlitled renrains the safie. (iil) Except lor copies ol an opelatr0g systern and copies of ProdLrcts licensed under another Microson program, the Producl typB (e 0.. Upgrade or full License) re-lora-qed tnust he identicalto the Product lype licensed fror'r't the separate source. (iv) Enrollcd Affiliate musl adhere lo any Pr oducl-s pecrfic processes or requiremenls for reimaging idenlified in lhe Procluct Terms.

Re-imaged Pro(lucts remain subject to the lerms arrd use rights ol the Liceos€ acquire(l fronl the separale source. This sullseclion does nol create or exlend any Microsolt warTanly or support obligation.

Transferring and reassign.ino Licenses.
a. Liconso traDsfers. License lrahsfers are nol permilted, except llrat Customer or an Enro led Afliliate may lransfer only hrlly-phid perpelual l-lcenses tor (i) an Affiliale, or
(ii) a thrrd pa.ty solely irl coine(:tion willr tlre lransFer ol hard\,/are o[ enlployees lo wholll lhe Licenses have been assiooed as trarl oF (A) a privalizaliorr of an Alfiliale or agency or ol an Fagc4oill
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6 operaling drvision o, Enrolled Allrliate or an Afliliate. (Ll) a reorganization, or (Cl a consolidation. I
Upon such transFer Cuslorner:or Enrolled Alfiliate mast uninslall and (lascorttir'tue usirlg the li(:ensed Producl ar)d render ani copres unusable
b. Notilication ot I-icellse Trar rsrcr. E r)rolled Afliliate nn rst nolr fy ltlicr osoll of a Lrcense translet by cornpleling a licenser transfer fornr, which can be oblained [rom htto:,//',!!w/ nlicro sall.conr/lrcensil]fl/r'ror rlr,lcls and sendir'rg lhe conlpleted lotn] to Microsorl belore the LicensE trans,er. No LicensB lransfer lvrll be valid uflless Enrolled Atliliale provides lo ll're lransteree, ar)d lhe transferee accepts ir'] rvriting, docum€nls suFficient lo enable the transferee to ascertair ttre scope, purpose and lirnilations of lhe rights granled by fulicrosoll under tlre licerrses being lransferred (includingthe af,plicable Use Rights. ose and lrallsfer reslrioliDns, u/arranties and lirnitalionsof iabjlity) Any License tralsler not rnade in corrrpliance rrilh lhis seclion ',vill be void I
c. lnternal Assigrrrrrenl of l.icerrses an(l Software Assurance. Licenses and Software Assurance must he assigned lo a single user o[ device wilhin lhe Enterprlse. Licenses anci Soltu/are Assurance may be reassigned within the Enlerprise as described irr lhe Use Riqlrts Term and terminalion.
a. Terir. The lefln oF this Agreenr dnl \ryill be 36 full calendar nronths [ron] lho effective dale ull less terminated by either party a$ described below. Each Enrollmeot wrll have the lerm provided in lhat Enrollment.
tr. T6rrnlnation wilhor.rt cause. Either party nlay lerminate th is Agreement, lvilhout cause, opon 60 da),s'written lroiice. I/I lhe event of lero)inalio.r, new Errrollments vrill not he accepted, blll any existinq Enrollrnent vill continue For the lerm of such Enrollment and will conlinue to De governed by lllis Agreernent.
c. Mkl-tcfln le.mlnallon for noll"hppropriation of Furxls. Enrolled Afftliate nray l,3rminate this AOreement or an Enrolhnent vrithout liability, Fenalty or fu(her obligalion lo make paynlerlts it lunds !o rnake paymenls under lhe Agreement or Errrollment are not approprialed or allocated by the Enrolled Alfiliale fo. such purpose
(1. Terminatior for cause. Wilhout limiling aoy ollrer rernedies il n)ay have. either pany may le nirale an Enrollmenl if lh€i olhsr parly nraterially brBaches its obligations un(ler this Agreemenl, including any obligaliorr to submitorders or pay invoices. Exceptwherethe breach is by its nature nol curable wilhin 30 days, the terminating parly must give the other party 30 days' notice ot its intenl lo terminate aod an opporlunity to cure lhe breaclr. t{ llicrosoft grves such rolice lo an Enlolled AFlilial6, Microsofl also will give Cuslomer a copy ol lhal ootice ard Cuslonrer adrees to help resolve lhe breach. ll lhe b,each aflects olher Enrollnrents and cannot be resolved bety/een Microsolt and En/olled AFflliale, logelher wilh Customel.s help, within a reasouable pe.iod of lime. fulicrosolt may lerntinate this Ag,eement and all Enrollnrents under it. ll an Enrolled Afliliate ceas€s to be Custorner's Affiliate. it tn(st pron)plly nolify Microsolt, and dlicrosoft may terminat€ the lormer Affiliale's Enrollment Il an Enrolled Affiliate tefininates its Enroltnenl as a result of a hreach l]y Microsoft, or if Microsofl ternlinates an Errrollment because Enrolled Affiliale ceases to be Cuslomer's Afllliate, then Enrolled Attilare e./ill har,/e the e;rly ternrination rights described in the Enrollnrent. e, Early teflnination. lf (1) an Enrolled Alliliate teaninales ils Enrollnrenl as a r€sull of a breach by Microsoft, or (2) if l\,Iicrosolt terminates an Enrollment because lhe Enrolled Aftiliate has ceased to lre itn Alfiliate ol Cuslorner. or (3) Entolled Alfiliate terminates an Enrollmenl fol nor)- appropriation of fUnds, or (4) Microsolt lerminates an Enrolluenl for non-payment due lo nonappropriation ol hrrds. then lhe Enrolled Afliliale v,,rlllrave the lollowlog options:
(l) lt may imnr€diately pay the iolal renraining amount due. incl(ding all irlslallmenls, ln u,/hich case the Erirolled nlfiliate will have perpelual rights for 3ll Licenses it has orderedt or h n2(l I ti^( r ( U ril:i LG lE,\lail(l'lor/'lO I i.il P;rlta5ol 1l Tr ,1xtrd,l X2O- lO!O!,
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( li) lt rnay pay only arrounls due as ol lhe lermination date. in lvhich case lhe Enrolled Afliliate \rill have perpetrral l-iceoses forl
1) all copies of Products (inchrding the latest version ol Products ordered under SA coverage in lhe crrrrent te[n) for which payrnent has been n]ade in full, and 2) lhe nLrmber of coDies of Froducts it has ordered (incl(idiflg llle lalesl version ot ProdLrcts ordered (nder Soflware Assurance coverage in currenl lerm) lhat is proportional to lhe totalbf inslallmenl Dayrireots pai(l versus lolal a,nounls due (paid and payable) if the early terminalion hacl Dol ocourred (iii) llr lhe case oF early lermination un(ler sut'scription Enrollments, Enrolle,i Affiliate will have tlre following oDlions: r
1) For eligible Pro(lucls. Eirolled Alfiliale may oblai.t perpelual Licenses as describe(l in the sectioo of the Enrollment titlecl 'Buy-out optrcn.'provided tha( Microsoft receiv€s the l)u/-oul order for lhbse Licenses wilhin 60 days alter Enrolled Affrliate provides notice of lerli']inalion
2) ln lhe event of a l)rearh t)y Microsoft, il Cuslorner clrooses not to exercise a buy-out oplion. l,licrosoft will isflre Enrolled Altilaite a credil for any amount Daid in advance for Subscription Licenses thal lhe Enterprise will not be able to use to do the lerminalion of the Enrollinent.

Nlothing in this seclion slrall aflect perpetual LlDe[se rights ac(luired eilher in a separate agreernent or in a prlor lerrr of the lefiIlirlated Enfollmeut Eltect of tcrminatlon oI expirailon..V\,/hen at) En/ollment expires or is teftninal€d. (i) Enrolled Aflitale must orderrLicenses for all coDies ol Producls it has.un for which il has lrol previously subnritted 3n brder. Any and allunpaid payments lor any ordsr ol any killd remain due and payable. Excepl as provided ir the s(bsectiorr litled "Early termination, all unpaid paym€nls lor Licenses immedialely become drlo and payable. (ii) Enrolled Aftrliale's ight to Softvare AssLrrance henefits under this Agreement ends if it does nol rertew Sollware As'surance
q, Modllicatlon or lerminallon of an Onllne Service for rcgulatory ,easons. tulicrosoll rrlay rnodily or ternrirrate an Orrline.Service !.rlrere lhere is any ctlrrent or luture ooveoinrent requirenent or obhgation thatr ll1) subjects tlicrosoft to any regulatio,l or requirenrer]l rrot generally applicable Io businesses oporaling in the jurisdictiont (2) presents a hardsllip for lvlicrosoll to continlre operating the Online Service without nrodification; and/or (3) causes Microsoft to believe llrese terms or lhe Online Servic€ may conllict with any such requiremenl or obligation.
lr- Prograrn updates. l'/icrosolt rnay mak€ clranges lo this F,ogram thal will make it necessary for Cuslomer and its Enrolled Afliliales to enlet into new agreemefils and Enrollments al the time ol an Enrollnrent rerewal.
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Use, ownership, rights, aid restrictiot s. -l
a. Pro(lrcts. Unless ollrerwrse specrlied in a sullplentental agreernenl use of any Product is governed by lhe tlse Rights sdecific to each Pr(duct 6lld versioo and by the terms of the applicable supplenrerrtal agreerienl.
b. Fixes. Each Fix is licerrsed under the sao]e ternrs as the ProdUct to which il applies It a Fix is rot nrovided lor a specifk; ProdJcl, any use riglrls tulicrosoll provides with the Fix u,ill apply c. Non-lMlcrosoft soltware ond t€.chnoloUy. Enrolled Aff iliale is sok:ly responsible fo( arry non - Microsofl soflware or technology that il installs or uses wilh lhe Prod!cls or Fixes [AZD l6A(jr tUS) SLGtt,\tGJ/Nov2r,\161 |.nlctori!
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d. Restrictions. Enrolled nffiliale must rot (a d is nol iicensed lo) (1) reverse engineer, deconrpile, or disassemDle any'frroclucl or Fix i2) inslall or use non-Microsofl sofiv/are or technology irr any way lhat would subjed l,Jicr€sofl s intellectual property or technology lo any .
glher license lerms; or (3) wgrk aroun(l any technrcal hnilations in a Product or Fix or restrictions in Prodrict docu|nenlation. Cuslorner must not (and is rot licensed to) () separate and a(lrr pais ol a Producl or Fix on rnoie thaD one clevice, upgrade or dorvngrade parts ol a Product or Fix at di(erent lin, es, or lransfer parts oF a Proclu(:t or Fix separ ately: or (ii) dislribute, sublicense, rer'rl, lease, len(l ani Produc(s or Fixes n'r whole or in llart, or rse lhern lo olfL,f lrosling services lo a tlrkd party.
e. Reservation of rights. Producis and Frxes are protected by copyright and ollrer rnteltecltlal properly righls laws and anterdational treaties. fulicrosofl reserves all riqhts not exptessly granted in this agreemenl. l.lo rights,,vill be granled or irnplie( by vnive( o. estoppel Riglrts lo access or use Soltware on a tevice do not Eive Cuslonrer any right lo implemenl lJicrosoft l)ateots Dr other i,Iicr(,sofl i^tellectual property in lhe device ilself or in any other sollware or devices
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8. Confidentiality.
''Confidenlial lnlormalion'is non-public inlormation that is designated -confidenlial" cr that a reasonable pe,son should understah(l is confidenlial, including Cuslorner Dala. Conlidential lnfoflTlalioll does nol include infornlation that (a) heconres publicly ayailable !vilhoul a breach of lhis agree.nenl, (b) lhe recervng party received lay,rfully frorn anolher sourc€ withoul a con,identiality obllgation, (c) is independenlly developed, or (d) is a comrrenl or suggestion volLrnteered aboul the other parly's business Droducls or serv ces. j
Each parly v,/ill take reasonable sleps to prot€cl lhe other's Confidential lnfornatioo and v,/ill use th€ other party's Confidential lnformalion only for purposes ol lhe parties busirress relationship. Neilher party will disclose thal Confirlenlial lntonnation to lhild parties, excepl lo ils emFloyees. Affiliates, colllraclo/s, advisors and corrsullants {'Represenletives") and then only or) a need-to-know basis under oondisclosrrre olrl€ations al leasl aE prolective as thrs agreemerrt. Edch pany rernains responsiDE for lhe use ol lhe Confidential ln(oflnatiofl by its Represerttatives and, in the e',/ent oI discovery of any rrrrautl]orized use or disclosur€, rnust promplly noity lhe other party.

A party nray disclose the other's Confidenlial lrrforrnatioo if required by law; bul only aller it notilies lhe olhsr parly (if legally permissible) to enable the olher party to seel( a proleclrve order. fleither psrty is re(luired to restrict work assibnments of its Represenlatives v,/ho have had access (o Confidenlial lnforrnalion Eactr party agrees thal the use ol inlormation retair]ed in Representalives' unaided rnen]ories in lhe devslopment or deployrnenl of lhe parlies' respeclive products or services does [ol creata liabilily under this Agreen]enl or trade secrel la!v. and each party agrees lo lin'rit whal it (liscloses to llre olhel accordi'lglv.

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These obligations apply (i) for Cuslomrr D;la tlntrl rl rs (leleted frorn Ihe OrrlinE Seryices, and (ii) tor all other Conirdenlial lrFormalion. for a period ol five years aFler a party receives the Confidefltial lnfomration.

9. Privacy and comptiance inn U*".
a. Enrolled nftiliate conserlts to lhe processirlg ol personalinFormation by Microsoft and ils agents to Facilitale the s(tbject matter bf this Agreernenl. Enrolled Atliliate !,/ill oblain all required consents lrom lhird parties unddr applicable privacy and dala protection lavl before providing personal informaliorr 10 tiicrosoll
b, Personal informalion collecled uncler this agreernent (i) rnay be lrarrslerred, slored and processed in lhe United S(ates or any olher country in which Microsolt or its servrce providers maintain lacilities and (ii) ,rill be subiect lo lhe privacy terms sFecifiecl in the Use Righls liicrosofl will abide l)y lhe reqtlirements of Euror)eao Econornic Area and Swiss dala proleclion FA70 lGA0r{L'S}Sl Ci(litl{ ;)(t|rv20 I iii PnceTolll
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law regarding the colleclion, use, Iansle(. relention, and other ptocessing of personal dala fron the Eurorean E(olromi0 n iea and Switzerland.

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U.S. ex0orl. Productsand FixesaresubiEcl loU.S. exporl iurisdiction- Enrolled Affiliate nrusl comply with all apPlicable inlernational and national la\,/s, includir'tg lhe u.S Eyport ndrrinistration Regulalions and lnternatiol|al Traffic in nrms Regulations. and end-use., end use and deslination reslrlcllons isste(l by U S. and other goverornents related to lvlicrosofl ploducls, services atld teclrnologies.

10. Warranties.
a Linrited warranties and rernedies.
(i) Software. lttricrosoll war(ails lhat each versiorr of the Solh,Jare v,/ill perlorm sullstantially as described in the applicable Frod(Et docuntentation for one year from the dale the Enterprise is firsl licensed rfor lhal veEion ll il does nol and lhe Enlerptise notilies Microsolt within the waranty lerrir, llEn MicrosoFl wll, at its oplion (1) rel.urn lhe price t:nrolled nfliliale paid for the Soft,ivare license, or (21 repair or replace lhe Softlvare. (ii) Online Selvices lvlicrosoliwarrants that each Ool[re Service will perlorm in accordance wlth lhe applicable SLA (irtrlnq lhe Enlerprise's use. Ihe Ente/prise's renledies For breach of this warranty are in the SLA.

The remedies above ar€ the Enterprise's sole r€tnedies for breach ol lh€ v,/a[anties i llris seclion Custoiner waives any bt each of vr'arranty claints nol made during lhe warranty period. b. Exclusions. The urarranties in lhis agreement do nol apply lo problorns calsed by accident. abuse, or use in a nranner inconsislenl wilh this AgreetneIt. includlng faiture lo rneel nlinimum system re(luirerneots. Theserwananties (lo not apply lo lree, trial, pre.release, or betir Drodurts. or to conrponenls of prod(rcls that Enrolled Affiliate is permitted to redistribute. c. Oisclaimer, Except lor the'litnite(l warranties above, Microsoft provides no other walrarties or condltloos arid disclaims any other oxpress, implied. or statutory v/arranties, including rvarranlies ot quality, lifle, non-infrlngemenl, merchontabillty, al|d litness aor a parlic(llar l)rrrpose.

11. Defense ot third parly claims.

The parties willdefend each other against the third-party clainrs clescribed in lhis seclion afld will pay the amounl ol any resulting adverse final judgnient or approved settlement. but only if the defending parly is l)romplly notified in driting of the claim and has the right to conlrol tlre defel|se and any settlement of it. The party being defendad musl provide the delendir)g party,,./ilh all requesled assistarrce- tnlormalion, and aulhorily. The delending pa.ty r/ill reirnl)urse the other party for reasorlable oul-of-pockel exfreoses it incurs irl ploviding assislance. This sectlor] describes ths parties'sole remedies and er'rlire liabilily for such claims. a. By Microsofi. Microsolt willdelend Enrolled Alliliate againsl any third-party clainr to the exle nl it alleges lhat a Ptodrrct or Fix made available by fvlicrosotl for a lee and used within the scope ot the license granled (unmodified from the fornr provided by Microsoft and not con']bined wilh anylhillg else) ,nisappropriales a lrade secret or direclly inlrioges a palenl, copyright, trademark or othor proprietary riohtof a tbird pady. lf Microsofl is unable lo resolve aclaim of iniingenre[t Lrnder con]mercially reasonable terms. il may, at ils option, eilher (l) rnodity or replace lhe Producl or Fix wilh a lunctional eqtlivalentl or {2) lern)inate Enrolled Alfiliate's license and relund any prepaid license lees {less depreciation on a ftve-year, straiqht-line basis) lor perpelual licenses and any amount paid for Online Services for any usage period afler tlre lenninallon dale. Microsoll r.,/rllnot be liable tor anyclahrs ordamages due to Ertrolled Affiiate's continued use ol a Producl or Frx afler being notrfled lo stop due to a third-party clainl. h. By Enrolled Afrtliate. 'l'o the extent permilted by apl)licable la!v, EnrollBd Affiliate ',villdet€nd i.Iicrosofl againsl any llrird-parly clainr to lhe extent it alleges lhat: (l) any Custon]er Data or I
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non-Miurosoft sa,nwate hosted in an Online.Service by lvlicroson on Ellrolled Afflliale's behall misappropriates a lrade secrel or directly infringes a pateot, copyright, lradernarl(, or othet proprietary riglrl of a lhird pally, or (2) Enrolled Affiliate's use o[ ary P.o(l(icl or Fix, alone or irr coml)inalion \vith anything else. violates the la,, or darnages a lhird parly

12. Limitation of tiabitity, I
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For eaclr Product each Dariy's r)laximun), aggregate liahrlrty to tlre otlrer Urder lllls Agreerrrertl is lLrriled to direcl danrages Iinalty awarded in arr amount not lo exceed lhe a|irounts Enrolled AfFiliate was required tD l)ay lor lhe applicable Products during theltenr ()l lhis Agreemenl, sublecl lo lhe following:
a. ollline Scruices. Por Online S6rvices, Microsoft's maxirnum liahilily lo Enrolled Affiliate for any in(jideot Clivi|rg rise tc a clai*r'^,ill not exceed lhe amornt Enrolle(l Alfiliate l)aid fot the O;line Servbl dL;ing the 12 monlhs before the i'r,ir(le0t b. Free Products and Dlstributatile code. For Products provided free of char0e and codc that Enrolled Affiliate ls aulhorized lo redislribute to lhird parties lylthout separale payrnenl to lvlisosolt, Microsoft's liability is Iimited to direcl darnages finally awarde(l Up lo us55,000. c. Excluslons. ln ro everrl will either party lre liable lor indi.ect, incidental, special, punitive, or consequential damages, or for loss of llse loss of business inlolmatioll, loss of revenue, or interrtrption of business, howevejr caused or c'n any theory of liabilitv. (1. Exceptions. No lirnilalion or exbluslons will applyto liabilily a rising out of either parly s (1) confidentiality obligations (except for all liahlity relaled to Cuslorler Dala, r,(hich will remain srrqect lo the limitalions and exclusions above)l (2) dcfense obligations: or (3) violalion of the olher party's intelleclual properly rights.

13. Verifying comptiance.

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a. Right to vcrify compllance. Enrolled Afiliste rnust l{eep recods relating lo all use and distributior of Products by Enrdlled Affiliatc and its Affiliales. I!4icrosolt has the right. at its expense. to the extent peflrritted by applical)le lavr. lo verify coflrpliance v,/ilh the Froduct's llcense ternrs. Enrolled Alfrliate rnust prornl)lly provde the irrdepender'll auditor with ally infornrallon ltre aUdilor reasonably requests in f(rrtherance ol lhe vedticalion. irrc udiog access to syslems running lhe P.oducts and evidence ol Licerrses for Prodtrcls En.olled Alfiliale hosls. sublicenses. or rlGtributes to thlrd parties. Enrolled Afliliale agrees to conrplele l\,licrosofl's self-ardit process, which Microsoft nlay require as an allelrlalive to s lhird parly audll [). Rernedles for non.co[]pliance. lf verification or selr-audit reveals any [nlicensed Use o, distribution. lhen withirr 30 days', i1) Enrolled Atliliate musl order suflicierll Licenses to cover that use or clistritjulion. and (2) if unlicensed (rse or (listribution is 54/i or rr'tore. Enrolled Afliliale rnusl reimburse Microsoll lor llie cost Microsott lras incurrsd in verilication and acqtdre the necessary ad(litional licenses al 125% ot lhe price based on the lhen'currenl price list and Enrolled Alfiliate price level. Tha unlcensed use percertlage is based on the lotal nurnber ol licenses purchased con'rpared tci actual install base. L th€re is no onlicensed use. fulic,osotl v,/ill nol subject Enrolled Aftiliate lolanotner verifacation lor at leasl one yea[. By ex€rcising the rithls and procedures described above, l\4icrosoft does no[ waive its rigl]ls to enlorce this Agreernsnl or to prolecl its intellectual properly by any olher nleans Permilteci by law. c. Verification process. lvicrosollwill notily Errrolled Affiliale al leasl 30 days rn ad',/ance of its intent to verily Enrolled Alfiliate's compliance !t/ith the licellse le.ns for lhe Producls Enrolled Afnliare and its Afliliates use or distrillute. MicrosoFl willengage an independent ardito.. which v,/ill be subject to a conliderrtialily obligation. Any intormatioD collected in lhe self-audit will be used sotely lor purposes ol (leterminirrg conrpliance. This verincatiofl will take place during norrr1al l)usiness l)ours and in a marrner llral cloes not interlcre (Jnreasonably with Erllolled Affiliale s operalions.

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14. Miscellaneous.
1 a. Use ol co nlraclors. fulicros oil mry use contractors to Derlot m se rvices, b Lrl wtll be resporr sible for lheir oerlornrance sublecl to the terrns of lhts Agreen\ertl l). Microsoll .1s irrdependenl "o]rtrr.to.. Thc parles are indepen(lent conlractors. Enrollecl nlliliate and Microsoft each rnay (levelop DrodUcts ind€pen.lently ,,vilhoul using the other's Confidential lnlonralion
c. Nolices. Notices lo lJlicrosoft nrlL,stbesent lollrca(ldressonthesignalurefornr. Noticesrnust be in twriting and will be trealed as delivered on the date shogn on the relurn recetpt or on the courier or lax conlifination ol delivery. uicrosoll rr)ay provide informalion to Enroiled Affiliale aboul rFcomirlg orderin0 deadlinEs. services, ar'rd sullscription inForrnation in electronrc form, including by email to contacls provided hy Enrolled AlFiliale. Enrails will t)e lrealed as (ielivered on lhe trensmission date.
.1. Agrecinont not excl[sive. Cuslon']er is free lo enter inlo aslreenlenls lo license. use ot promole noo-Microsoft producls
e. Anrendrnents. Arry arnendmeril lo lhis Aoreement must be executed by lloth parties. except fhat Microsoft may chanoe lhd Producl Terms and llle Use Rights ftoln lirne lo time h'l accordance \,Jillr lhe lenns ol this Agreernenl. nni conflicting termsand condilions conlaino(l ir\ an E.rrolled Alfiliate's purchasb order will not apply. Microsoft may reqUire Custorner lo s 9n a ne!,/ aqreemenl or an anrendDrent Delore arr Errrolled Afftlrate enlers into an Enrollrnenl under this agreel']'tent.
f. Asslgrrlnenl. Eitherparly mayassign lhis Agreernenl loan Affiliale. bul mustnDtify the other party in writing of the assignrneht Any other proposed assignrnenl rnust be approved by tlte rrcn-assigning party in wriling. Assigorrlenl rvill nol relieve the assigning party of ils obligations under tlre assigned agreement Any attemplerl assignmEnt witlrcul required approval !!ill l)e void.
g. Appllcable lawt dispute resol{(ion. The terms of this Agreenlenl vrll be governed try the lavr's ol Cuslarner's stale. wilhoul giving effecl to its conflicl ol laws- Disputes relating lo this Agreeme,rt will be subiect to apBlicable dispul€ r€solution laws of Custorrer's state lr. Severabllity. llanyprot/rsron rnlhis agreernerrl is held lobe Unenlorceable, tl)e halance of the 69teernent wrllremain r.r full forie and effecl
i, Waiver. Failure lo enforce any'pro,rision of tlris aqfeenrent ,,vill not conslitule a waiver. Any waiver must be in writing and signed by the waiving pany. i. No tlilrd.parly be eflclarles. .This ngreement does not creal€ any third.party benetciary rights.
k, Survival. All provisrons survive lermrrlaliorr or expiralion o[ lhis Agreerr]erlt except lhose requaring perforntance only during tlre leln ol the Agreemertl. l. Managsmcnt and Reportlng. iustomer anrl/or Enrolled Alliliale nray nlanage accounl delails (e.9., contacts orders, Ltce'lses. sollware dolvnloads) on Microsofl'S Volume Licenst.rg Service Cenler ('VLSC') web site (or sLccessor sile) at' !lt!)s rwv^v nrclosolt c-gp'Ulice!)9ir!-q/servr,:ecenter. Upon the erfecli'/e dale of thrs Agreerrenl a;( any Errrorf ,nenfs, f fr?ionGif$,,lE^i'r'err fo, tt,is prrrpose e,/itl be provided acce.ss to this sile and nray aulhorize addrtional Lrsers and {:o[tacts. rn. Order of preced€nce lnthecaseof a conllicl bet,r,/een any docu0rants in tllis Agreernent lhat ls nol expressly Iesolved in those documenls. thei| lernls will conlrol ir'! llre tollowing or(ler fro,Ir highest to lowest priorily: (1) lhis Enterprise ASjreemenl, (2) any Enrollrnent, (3) the Producl Terms. (4) lhe Online Services Terms, (5) o(lers subnrilted ur er this Aareement, and (6) any other docunlents in lhis Agreeh)enl Terms ln an arrrendrne[l cuntrol over the amended docurnent and any prior ameldrnents concernin0 lhe same sllbiect m€lter.

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n. Fr€e Producls. ll is Microsofl'd intent that the terms olthis Agreement and the Use Righls be rn corrplrance with all applrcatle lederal law and regulations. Any free Product provided to Enrolled Allilrale is lor the sole ise and henefit ol lhe Enrolled Alliliate, and is rot provided for' use by or personal benefit of anry specific governrnent enrployee o. Voluntary P.oducl n ccessibitity Terlrplates. lrlicrosolt supports the governrnerlts obligaliDr'1 lo provide accessible technoloiies to its citizenri witlr disabillties as required bV Seclion 508 ol lhe Rehabililation Act of 1973. aod its stale lav/ counterparts. The Vo[rntary Producl A.cessil)ality Ternplates ('VPATS") for the [,licrosofl technologies used i0 providir)g the Orline Services can be found at fiilicrosofl's VPAT page. Further informalion regarding lvtcrosoft's conrnrilmer'rl to accessibility can be foUnd at lttp-.&rjglljiqgggjlgg&ElEUlg. p. Natural disaster. Ir ltre event ol a 'halural disaster, l,licrosofl ryray provide additional assjslance or rights by posting them on lr!tp.4a{.g&!IgSsd!@!f al such lime q. Copyrlghl vlolatioD. Except Es set forlh in lhe seclion above entilled Transfelling and re.lssigning Licenses", the Enrolled n ffiliate agrees lo pay for, and comply with the terrns of lhis Agreernenl and lhe use Rights, for the Proclricts il uses. Except lo lhe extBnt Eorolled Affilial€ rs licensed Lrrder llris Agreenllnl. il \.rill be responsibie lor ils breach ol this conlract and violation of Microsoft's copyrighl in the Products. including paynent of License lees specified in this Agreernent for unlicensed use.

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El 'Vli,,roro1q Vo lr.r rrrr: l-ic.crrs i nc1
supp lemental Contact lnformation Forrn
This lorm cal] be used ln combinalioh wilh [IBSA. Agree,nerrt, and Er]rollrnenti Regisl.ation l.lowever, a 6eparale form must l)e submrited tor each enrollment/reoistration. $ten mole lhan ooe is submilled on a signature ,orm. For lhe purposes ot tlris torm. 'entity" can mean lhe signing enlily, Cuslomer, Enrolled Alfiliate, Goverurert Pa(ner, lrlslitu(ron, or ollre/ parly enlerirlg inlo a volurne licensinq progrern agreemerrt. Primary and Notices contacts in this fonn will not apply lo enrollments or regislrations.

This folln arplies to: IItBSA I
l8l Asreement
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Ll Enroll'nenl,/Alf rllate Reqislratlon Forrn
llse(t primary e lity narne if rnorc lh6n one Enrollmenl/Regislralion Fo.nr is submitted
Conlact information.

Each party vr'ill oolify the other in writing it any of the inFoflnatien in the following contaot infonriation page(s) changes. The aslerisks (') indicate require(l fielals: il lhe entity chooses to designate other conlact lypes. tlre sarne required felds rrrrrsl tre corirpleted lor each sectiolr. By providing contacl inlofllralion. entily consenls lo its use for DUtposes ol aclnrinistering the Enrollmenl by lvlicrosofl and other paiies lllat help l,,l icrosoft adnlinisls lhis Enrollment The perso[al rnlormation provided in connection $iith llris agr6eorenl ,r.,ill be Ised and prolecle(l accor(li $ 1o llre privac/ slalerrrent alailable at hltDs:''ilic(:nsi mrErosoll-con'l

1. Additional notices contact.
'fhis contact leceives all nolices thal are seflt from fllicrogoft. No online access is granted to lhis lndividuat.

Narnc of entily' Counly oi Rrverside I
Cofltact rta €'; Itlrst Regina Lasl Fund€rl)urk
Contact ertall address' [email protected]
Slreet addross'3450 ,4lh Slreel, 4th Floor,
City' Riverside Stal€/Provlnce' California 'Postal co(le' 9250 I-3861 Country' USA
Phone' 951-955-2265 Fax I
D This contacl is a lhird pa.ty {nol tlle en[ity). UJanling: Ihis contact recelves personally identifiable inlormatiorl of lhe entily.

2. Soflwarc Assurance manbger.

This contact will receivc online permissioirs to rnannge the Sonwar€ Assrrrafce benefits ur)der ll]e Enrollnrent or Rsgistr alion.

Name ol entity' Cour)ly of Rrverside
Contacl narne': First Regina l-ast Funderburk
Contact Bmail address' RFunderburk@ vco.org
Street address' 3450 14th Slreet. 4th Floor
City^ Riverside State/Province' Calilorlua Postal co(le' 92501'3Eti I lirFC llxcrliloF o,rn0.lA,Illl))( Erl(:; ){(,r it 20 r l) r'rQa I d( :l I
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Country'USA
Phqne' 951-955-22{i5 Fax
E lhis contact is a third l)arly (rrot tlre errlity). Warning This conlact receives Personally identifiable inlormalio,) of the enlity.

3. Subscriptionsmanager.

This conlacl will assign fulSDl'l, Expression, and lechNet Plus subscription licenses to the individual sutrscnbers under lhis Enrollrnenl or Regislralion Assignnrent of lhe subscription licenses is necessary lor access to any of lhe online benelts, such as subscriplion downloads This conlacl will also manage any complimentary or ad(litional me(lia purchases relate(l to tlrese subsc,iptions Name of entity'County of Riverside
Contact Iame': First Regirla Last FunderbUrk
Cootoct €mall oddress' RFunderburk@r ivco.orgt
Street address'3450 14th Slreet.4Ir Floor
City' Riverside Stiite/Province' California Postal co(le' 92501-3861 Country'USA
Phone' 951-955-2265 Fax
! This oontact is a third perty (not the entity). Warninar 'l'his contact receives personally identifiable information ol the entity

4. Online seruices manager.

This cofilact will be provided onlirre rreflni5siorE lo manage the ol|line service$ ordered under tlre Enrollment or Rsgistralion
Nanre ol entity' County of Rivarside
Contact name': First LLtis Last Flores
Corrtact enrail address' LFF|ores@ vco.org
Slreet address'3450 14lh Slreet,4lh Floor
City' Riv€rside Slate/Province^ Calilorria Poslal code' 9250'1-3861 Courrlry'USA
Phofle' 951.955-8114 Far
E This contact is a thid parly (rol tlre entily)- Warning: Tl)is contact receives personally idedtrliable information of lhe entity.

5. Custorner Support Manager (CSM).

This person is designated as tlre Custonrer Supporl Manager {CSM) for supporl-r'elalerl activities Narne of e[tlty' Counly of Riverside
Contact name': First Luis Last Flores
Corrtact email add ress' [email protected]
Strccl addrass' 3450 14lh Street, 4lh Floor
City'Riverside Stnte/Provillc€' Californio postal co(le' 9250I-3861 Coulllry' USA
Phone' 951-955-81 14 Far

6. Primary cantact information.

An individual from inside the orgaDization nrusl serve as tlre prin]ary contact. This contact receives online atlminlstrator permissions and nray grant onlrne access to olhers. Tlris co[tact also receives all nolices Lrnless f,r'licrosoft is plovided writlen notice ol a clrange.

Name of antity' Counly of Rive16ide
5opcDl1racrtrrloFor,n(NA.rl,JUl(EN{i)U,)nl2i11x) Paqc 2 Lll :l Conlact narne': First Jirn Last Srrtlh
Contact emall add.ess' [email protected],org
Street address' 3450 14th Street. 4th Floor
City' Riverside Slate/Provlnce' CA Postal code' 9250'l-3861 Country^ US
l)hore' 951 -231 "5909 Fax

7. Notices contact and online administrator informatlon.

This irldividual receives orline adori[islrijtor permissions ar]d rriry gralt onlrr]e access k] olhers. This contacl also receives all notices
E San)e as /rrrnary coirlacl
Name ol cnllty'
Contacl narn€"i FiIst Last
Contacl entall address,
Strccl a(ldreis'
Clty' State/Province' Postal code"
Country'
Phone" Fax
l] This contacl is a third parly (not lhe entity). Warning: This colllact receives petgonally identifisble inlornlation ol lhe entily,
Sud:oltacltrk,F(, r(NA.rrI))r:r.r(ilr(rcr?,r r } Fnge :r nl 3 Select Plus Agreement x20-04874
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Aqreement> Document Number or Code
<Choose Agreement> Document Number or Code
Select Plus Affiliate Registration Form x20-04921
<Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> 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 Documenl Number or Code
!l Microsoft
Program Signature Form
Volume Licensing
MBA/MBSA number Proposal lD
Agreemeni number
Noto: Enter the applic€ble active numb€6 associated wilh the documents below. Microsofl roquires the s3sociated active number be indic€ted horD. or lisled below as nery.

For the purposes of this lorm, 'Customef can mean the srgning entity, Enrolled Amliae, C'ovemm€nt Partner, lnstitution, or other party entering into a volume licensing program agreernent.

This signature form and all contracl documents identiried in the table below are entered into between the Customer and the Microsofi Affiliate signing, as of the effective date identified below. ' indicates required field
\11J
NATF
\ I
Printod Titl6' Procurement Contract Specialist
Signatu re Oate' 07 I 17 1201 3
entity name)" County of Riverside
DC \co
IS
Printed First and Last lnes Mark FOR
Name of Enti
Signature'
Tax lD 95-6000930
ProgramSignFom(MSSign)(NA,LatAm)ExBRA,ML(ENG)(Oct201 2) Page 1 of 3 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.

Contract Document Number or Code
Customer
BY
Microsoft Licensing, GP
Printed First and Last Name
Printed Title
Signature Date
(date [4icrosofi Aftiliate countersigns)
Signature
Effective Date
(may be different than Microsoft's signature date)
Microsoft Affiliate
Name of Entity (must be legal entity name)'
Signature'
Optional 2nd Customer signature or Outsourcsr signature (if applicable) * indicates required lield
" indicates required field
lf 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 8951 1-1 137
USA
Name of Entity (must be legal entity name)r
Signaturet
Printed Filst and Last Name"
Printed Title.

Signature Date*
ProgramSignForm(MSSign)(NA,LatAn)ExBRA,MLI(ENGXOcl20l 2) Page 2 of 3 Customer
Printed Fi6t and Last Name'
Printed Title*
Signature Date*
Outsourcer
Prepared By: Name of Preparer
Email of Preparer
ProgramSignFolm(MSSign)(NA LatAm)ExBRA,MLI(ENGXOct20l 2) Page 3 of 3 !I Microsoft
Select Plus License Program Agreement State and Local
Contents

1. 2.

3. 4.

5. 6.

7. 8.

9. 10.

11. 12.

13. 11.

15. 16.

17. 18.

How the Select Plus License program works.........................

How to establish pice level. ....-..-..

License grant
-
what Registered Affiliates are licensed to run....-........

Making copies of Products and re-imaging rights. ..............,...,.., Transfering and reassigning Licenses.....................

Term and termination............, -..,....,
How to renew an Order.

DefiniUons..........

Restrictions on use............ --. -.

Contidentiality.
1 3
3 3
1 5
6 6
7 I
9 9
Defense of infringement, misappropriation, and third party claims.....

Limitation of liabili
Ve fying comptiance......-...............

Non-Mi crosofl Software or Techno1oqy.................,..., Miscellaneous..,.
10 11
12 13
14 14
This Microsoft Select Plus Agreement is entered into between the entities identilied on the signature form.

Effective date. The effective date of this agreement is the effective date of the firsl Affiliate Registration Form or the date Microsofl accepts this agreement, whichever is earlier.

This agreement consisls 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 this agreement, (4) any Affiliate registration entered into under this agreement, and (5) any Order submitted under this agreement.

The parties agree to be bound by the terms of this agreement.

Terms and Conditions
(i) any govemment agency, department, office, instrumentality, division, unit or other entity of the state or local governmenl lhal is supervised by or is parl 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
SelectPlus20l2AsrGov(Us)SLG(ENGXoct201 2) Page 1 of '16 Documenl X20-04874
Volume Licensing
How to know what Prcduct Use Rights app|y.............

How to order Product Licenses. ...

Warranlies. .-.,.....

1. Definitions.
ln this agreement the following definitions apply:
"Affiliate" means
a. with regard to Customer
(iii) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under stale contractsi 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, thal 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 lhird 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 Microsofl releases generally (such as Commercial Product service packs);
"License' means Registered Affiliate's right to use the quantity of a Product ordered. For certain 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 enlered into this agreement by accepting Customer's registration;
'Order' means the documenl Customer or Customefs Affiliate submits under this agreement to acquire Licenses or Services:
"Online Services' means the Microsoft-hosted services identified in the Online Services seclion 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 tlme to time on the World Wide Web al htto://www.microsolt.com/licensino/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 htto ://www. m icrosof t. m/licensinq/contracts orata successor site.
"Qualifying Contract," means (1) an Enterprise Enrollment under a Microsoft Enterprise Agreement; (2) any Enterprise Subscription Enrollment entered into under a Microsoft Enterprise Subscriplion 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 agreement;
"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.

SelectPlus20'1 2AgrGov(US)SLG(ENGXOct20l 2) Page 2 of 16 Document )(20-04874
"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 lo maintain its secrecy.
'use" or "run' means to copy, install, use, access, display, run or otherwise interact.

2. How the Se/ect PIus 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 Afliliates 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 lo the unique terms set forth in lhe 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 Customeis 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 ordercd. Throughout this agreement the term "price" refers to reference price.

SelectPlus20l2AgrGov(US)SLG(ENGXOct20l 2) Page 3 of 16
Document )(20 04874
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 nol 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.9., hardware or other software). a. General. At any time after their registration has been accepted by l/'licrosoft, a Registered Affiliate may run for its own beneflt 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 Atfiliate may sublicense the right to use the Producls 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 lerms contained in this agreement. c. When Licenses become perpotual.
(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 payrnent. Thereafter, Registered Afiiliate 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. (iii) 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 agreemenl remain subject lo the terms of this agreement aRd the applicable Product Use Rights.
e. Non-Perpetual Licenses. Some Products may be licensed on a fixed term or subscription basis. The right to Use Products licensed on a subscription basis terminates upon expiration of the subscription agreement if it is not renewed.
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 agreemenl. 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 lhe same, or lower price, than the price paid for the language version ordered of lhe same Product and License type.

How to know what Product Use Rights apply.
a. Product Use Rights. Microsoft publishes Product Use Rights for each version of each Product. The latest version of the Product Use Rights is available at bttp1u4 4ry.m1qasafl.aoln4eersr!-s1eantraets.
(i) Product Use Rights for current and future versions of Products. The Product Use Rights in effect on the effective date of the agreement will apply to all Registered Affiliates' use of then-current versions of each Product, regardless of the date of the Order. For future versions, the Product Use Rights in effect when those future versions are first released will apply. ln both cases, subsequent changes made by Microsoft to the Product Use Rights for a particular version will not apply to Registered Affiliates' use of that version.
(ii) Product Use Rights for earlier versions (downgrade). lf a Registered Affiliate runs an earlier version of a Product than the version lhat was cunent on the agreemenl effective SelectPlus20l2AgrGov(US)SLG(ENG)(OcU0I 2) Page 4 of 16
Document )(2G04874
5 6 How to order Product Licenses.
a. Placing Orders. Registered Affiliate may purchase Licenses and Online Services Microsofl makes available under this program by placing Orders with Registered Affiliate's authorized 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 eliglble 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 expiralion of the previous term.
(ii) During the term of the Agreement (including any renewal lerm), a Registered Affiliate may be eligible to order Software Assurance for copies of certain Products licensed lhrough retail sources or from an original equipment manufacturer ('OEM"), provided that the Registered Affiliate places its Order within lhe required time frame. The Product List at htlo.//www.microsoft.com/licensinq/contracts identifies those Products that may be enrolled in Software Assurance and the applicable lime frame for placing an Order. (iii) A Registered Affiliate may also order Software Assurance in any other circumslances expressly permitted in the Product List.
(iv) A Registered Affiliate may renew Software Assurance ordered under lhis Agreement at the time it renews its Order as described in the section titled "How to renew an Order." c. How to confirm Orders. lnformation about Orders, including an electronic confirmation of each Order, will be provided in a password-protected site on the World Wide Web at https://www.microsoft.com/licensinq/servicecenter/ or a successor site that will be identified Upon Microsoft's acceptance of this agreement, Registered Affiliate's contact identified for this purpose will be provided access to this site.
lnvoices and payments. For any Orders for Software Assurance or L&SA, if the Registered Affiliate elects to spread its paymenls over three years rather than payment in a lump sum, it may make this election with its Reseller. ln such cases, Microsoft will invoice the Registered Affiliate's Reseller in installments, the first installment upon receipt of the Order and subsequent installments on each anniversary of the Order or the Afflliate anniversary monlh.

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. d
SelectPlus20l 2AgrGov(US)SLG(ENG XOcl201 2) Page 5 of 16 Document )Q0-04874
dale, the Product Use Rights for the version licensed, not the version being run, will apply. 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. Resorvation of rights. All rights not expressly granted are reserved by Microsofl. ln lieu of Customer's obligation lo 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.

Changing a Reseller. l, Microsoft or the Reseller chooses to discontinue doing business with one another, Registered Affiliate must choose a replacement Reseller. lf Registered Affiliate or Reseller intends to terminale 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 effecl.

Transferring and reassigning Licenses.
a, License transfers. License transfers are not permitted, except that Customer may lransfer fuily-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 governmenl to: (a) any other governmenl agency, department, instrumentality, division, unit or olher office of your state or local govemment 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; (ii) 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 SelectPlus20l 2AgrGov(US)SLG(ENCXOct2012) Page 6 of 16
Oocument X2G04874
e

7. 8
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 trademak notices), from master copies obtained from a Microsofl 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 Microsofl and can only be lransfened sub.iect to the lerms of this agreemenl. 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.
c. Right to "re-image." ln certain cases, re-imaging is permitted using the volume licensing program Product media. lf the Microsoft Product(s) 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 musl be identical to the Product, language, version and all components of the copies they replace and the number of copies or inslances of the re-imaged Product permitted remains lhe same. (iii) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.9., upgrade or full License) must be identical to the Product type from the separale 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 separale source. This subseclion does not create or extend any warranty or support obligation.

Customer must notify Microsofl of a transfer of license by completing a transfer notice form, which can be obtained from htto.//www. m icrosoft com/licensinq/contracts and send the compleled form to Microsofl 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 reslrictions, limitations of liability (including exclusions and warranty provisions), and the lransfer restriclions described in this section. Any license transfer not made in compliance with this section will be void. b. lnternal 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 Afflliate 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 otheMise in this agreement.
(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 lo a replacement computer internally, as long as (1) the replacemenl 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.

Affiliate ot Customer, Customer must promptly notify Microsoft of this fact, and Microsoft may terminate the divested Registered Affiliate's registration. e. Affiliate termination. lf (1) a Registered Affiliate terminates its registration as a resull of a breach by Microsoft, or (2) if Microsoft terminates Registered Affiliate's registration because it has ceased to be an Afliliate 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 inslallments, in which case the Registered Afiiliate will have perpetual Licenses for all copies of the Products it has ordered, or (ii) lt 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 lalest version of Products under Software Assurance coverage), and 2) 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 amounls due if the early termination had not occurred.

Nothing in this section shall affect perpetual License rights acquired either in a separate agreemenl or in a prior term of the terminated registration. f. Effect of termination. When this agreement, a registralion 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 Atfiliate's registration, any and all unpaid payments or any order of any kind, including 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 full.

10. How to renew an Order.

Microsoft will provide prior notice of expiration oI any Software Assurance ordered under lhe agreement advising Customer of its Software Assurance renewal options. Microsofl may make a change to this program that will make it necessary for Customer lo enter into a new agreemenl lo renew Software Assurance.

To maintain Software Assurance coverage for any copies previously ordered under lhis agreement, Registered Affiliate must submit an Order for another term of Software Assurance for those Licenses prior to or on the expiration of lhe previous lerm.

Consequences of non-renewal. lf Registered Affiliate elects not lo 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 for lhose copies later without first acquiring L&SA.

SelectPlus20'l 2AgrGov(US)SLG(ENGXOct201 2) Page 8 of 16 Document )O0-04874

11. Restrictions on use,
Registered Affiliate must not:
a. separale 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 provided in the Product Use Rights;
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 subslance 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 stricl confidence.

For the avoidance doubt, the parties acknowledge that this Confidentiality provision recognizes lhat when there is a business need to do so, Microsofl and Customer may need to share/exchange their respective Confidential lnformation 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 lnformation with each other knowing with confidence that significant conlidentiality proteclions are in place. The confidentiality terms denoted below do not govern Microsoft's handling of Customer Data. ln 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. a. what is included. "Confidential lnformation' 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 confidenlial. lt includes non-public information regarding either party's products or customers, marketing and promotions, or the negotiated terms of i/icrosoft agreements.
b. What is not included. The following types of information, however marked, are not Confidential lnformation. lnformation that:
(i) is, or becomes, publicly available without a breach of this agreement; (ii) was lawfully known lo the receiver of the information without an obligation lo 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 Contidential lnformation.
(i) ln general. Subject to the other terms of this agreement, each party agrees:
1) it will not disclose the other's Confidential lnformalion to third parties; and 2) it will use and disclose the other's Confidential lnformation only for purposes of the parties' business relationship with each other.

SeleclPIus201 2AgrGov(US)SLG(ENG)(Oct2012) Page I of '16 Document Y'20-04874
(ii) Security precautions. Subject to the other terms of this agreement, each party agrees:
1) to take reasonable steps to protect the other's Confidential lnformation - these steps must be at least as protective as those the party takes to protecl its own Confidential lnformation;
2) to notify the other promptly upon discovery of any unauthorized use or disclosure of Confidential lnformation; and
3) to cooperate with the other to help regain control of the Confidential lnformation and prevent further unauthorized use or disclosure of it.
(iii) Sharing Confidential lnformation 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 informalion to its Representatives (who may then disclose that Confidential lnformation to other of that party's Represenlatives) only if those Representatives have a need to know about it for purposes of the parties' business relalionship with each other. Before doing so, each party must:

A. ensure that Affiliates and Representatives are required to protect the Confidential lnformation on terms consistent with this agreemenl; and B. accept responsibility for each Representative's use of Confidential lnformation. 3) Neither party is required to restrict work assignments of Representatives who have had access to Contidential lnformation. 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 lnformation if required to by law. Each party may disclose the other's Confidential lnformation if required to comply with a court order or other government demand thal has the force of law. Before doing so, each party must seek the highesl level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance lo seek a protective order. d. Length of Confidential lnformation obligations. Excepl as permitted above, neither party will use or disclose the other's Confidential lnformation for five years afler 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 documentalion; and
b. Limited warranty term. The limited warranty for:
(i) Online Services is tor the duration of Customer's use of the Online Service, subject to the notice requirements in the applicable Service Level Agreement; SelectPlus20l2AgrGov(US)SLG(ENGXOcl201 2) Page 10 of 16 Document )(2G04874
Defense of infringement, misappropriation, and third party claims. a. Microsoft's agreement to ptotect. 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 of its Trade Secret. Microsofl 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 obligalion. 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 Producl 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-N4icrosoft product, data or business process; ;
(iii) Enrolled Atfiliate'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;

14. SeleclPlus20l2AgrGov(US)SLG(ENG)(Oct201 2) Page '11 of 16 Document )Q0-04874
(ii) Products olher 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, guaranlees or conditions not able to be disclaimed as a malter of law last for one year from the start of the limited warranty; (ii) the limited warranty does nol cover problems caused by accidenl, 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 componenls of Products thal Customer is permitted to redistribute;
(iv) the limited warranly 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. lf 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 WLL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM.
(iv) Enrolled Affiliate's use of a Product or Fix after Mlcrosoft identifies Enrolled Affiliate to discontinue that use due lo a third party claim.

To the extent permitted by applicable law, Enrolled Affiliate will be responsible lvlicrosofl for any costs or damages that result from any of the above actions.

Enrolled Affiliate's agreement to protect. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsofl and its Affiliates against any claims made by an unaffiliated third party that:
(i) any Customer Dala or non-Microsoft software Microsofl hosts on Customer's behalf infringes the third party's patent, copyright, or trademark or makes unlaMul use of its Trade Secret;or
(ii) Arises from violation of the Acceptable use Policy, which is described in the Product Use Rights.

Cuslomer will be responsible for the amount of any resulting adverse final judgment (or settlement to which it consents). This Section provides Microsoft's exclusive remedy for these claims.
d. Rights and remedies in case of possible infringement or misappropriation. (i) Microsoft's offerings. It 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 Fixi or (2) modify or replace it with a functional equivalent to make it non-infringing and notify Enrolled Affiliate to discontinue use of the prior version, which Enrolled Affiliate must do immediately. lf 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. ln 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 amounl Enrolled Affiliate has paid in advance for unused Online Services).
(ii) Customer Data or use of non-Microsoft software with Online Services. lf an unaffiliated third party asserts that Customer Data or non-Microsofl software or technology used by Enrolled Affiliate the Online Services violates their intellectual property rights, Microsoft may ask Customer to remove lhe allegedly infringing item. lf Enrolled Affiliate fails to do so within a reasonable period of time, Microsoft may suspend or lerminate 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 Afflliate promptly in writing of a claim sub.,ect to the Subsection titled 'Customer's agreement to protect." The party invoking its right to protection must ('l ) 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 extenl permitted by applicable law, the liability of each party, its Affiliates, and its Contractors arising under lhis agreemenl is limited to direct damages up to (1)for Producls other than Online Services, the amounl Customer paid for the Product giving rise to that liability and (2) for Online Services, the amount Customer was required to pay for the Online Service giving rise to that liability during the prior 12 months. ln the case of Products provided free of charge, or code that Customer is authorized to redistribute to third parties without separate payment to Microsofl, Microsoft's liability is limited to U.S.

SelectPlus20l 2AgrGov(US)SLG(ENGXOcU0I 2) Page 12 ot 16 Document X20-04874
c

16. Verifyingcompliance.
a, Right to verify compliance. Customer must keep records relating to the Products it and its Affiliates use or distribute. Microsoft has the right, lo the extent permitled 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. l\ilicrosoft will engage an independenl auditor, which will be subject to a confidentiality obligation. 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 il 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 Afriliales use or distribute. Such information will be used solely for purposes of determining compliance. c. RemediGs for non-compliance. lf verification or self-audit reveals any unlicensed use, Customer must within 30 days order sufficient licenses to cover its use. lf there is no SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2) Page 13 of 16 Document )O0-04874
$5,000. These limitations apply regardless of whether the liability is based on breach of contracl, 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 Microsofl's liability arising out of or in relation to Customer Data shall in all cases be limited lo 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 GONTRACTORS, WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAi/IAGES 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. unlicensed use, Microsofl will not undertake another verification of the same Customer for at least one year. By exercising lhe righls and procedures described above, Microsoft does not waive its righls 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-Microsofl software or technology that it inslalls or uses with the Products or Fixes. Microsoft is not a party to and is not bound by any terms governing Enrolls use of non-Microsoft software or technology. Without limiting the foregoing, non-Microsoft software or scripts 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. lf 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 technology in the Products or Fixes, through its actions (e.9., through Registered Affiliate's use of application programming interfaces and other technical means that are part of the Online Services). Microsofl will not run or make any copies of such non-Microsoft software or technology outside of its relationship with Registered Affiliate. c. lf Registered Affiliate installs or uses any non-Microsoft software or technology with the Products or Fix, it may not do so in any way that would subject Microsoft's intellectual property or technology to obligations beyond those included in the agreement.

18. Miscellaneous,
Notices to Microsoft. Notices, authorizations, and requests in connection with this agreemenl must be sent by regular or ovemight mail, express courier, or fax to the addresses and numbers listed in this agreement. Notices will be treated as delivered on the date shown a
on the return recei or on lhe courier or fax confirmation of delivery b. Assignment. Either party may assign this agreement to an Affiliate only. Assignment will nol relieve the assigning party of its obligations under the assigned agreement. lf either party assigns this agreement, it must notify the other party of the assignment in writing. c. Subcontractors. Microsoft may use contraclors to perform Services and support Online Services. N4icrosoft will be responsible for their performance subject to the terms of this a9reement.
d. Severability. lf a court holds any provision of this agreement to be illegal, invalid or unenforceable, lhe 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.

SeleclPlus20l2AgrGov(US)SLG(ENG)(Oct201 2) Page 14 of 16 Document )(20-04874
Microsoft Corporation
Legal and Corporate Affairs
Volume Licensing Group
One Microsoft Way
Redmond, WA 98052
USA
Via Facsimile:(425) 936-7329
Copies should be sent to:
f. Applicable law; dispute resolution. The terms of this agreement will be governed by the laws of Registered Affrliate's stale, 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 lo 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 communicalions. ln 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) lhese 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 lransfer any ownership rights in any licensed Product. Nlicrosoft reserves all rights not specifically granted. The Products are protected by copyright and other intellectual property rights laws and intemational treaties. k. Free Products. lt is Microsofl's inlent 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 benefll of the Registered Affiliate, and is not provided for use by or personal benefit of any specific government employee. l. 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 privacy 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 lo 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 lhis agreement. Enrolled Afllliate will obtain all required consenls from third parties under applicable privacy and data protection law before providing personal information to Microsoft.

The personal information Enrolled Affiliate provides in connection with this agreement will be processed according lo the privacy statement available at https://www.microsoft.com/licensinq/servicecenter (see footer), except that Product-specific privacy statements are in the Producl 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 Microsofl 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 lhe Swiss Safe Harbor frameworks as set forth by the U.S. Department of Commerce SelectPlus20l 2AgrGov(US)SLG(ENG)(Oc1201 2) Pase 15 of 16 Document )(2G04874
SelectPlus20'1 2AgrGov(US)SLG(ENG)(OcU01 2) Page 16 of 16 Document )(20-04874
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. ln 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 conlract 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 iurisdiction.

Customer will comply with all U.S. Export Administration Regulations and lntemational Traf{ic in Arms Regulation requirements as well as all end-user, end-use, and destination restrictions issued by the U.S. and other governmenls applicable to this agreement. For additional informalion, see http://www.microsofl .com/exDortinq.

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This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoff Affiliate signing, as ot the effective date identified below.

By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and undersEnd 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. ' indicates rcquired field BY' rhl
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Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 8951 1-1 137
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Mlcrosoft Corporatlon
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Microsoft Services Amendment to the Enterprise Enrollment Federal, State and Local Government & Public Educational lnstitr.ttions Enrolled Affiliate ls ordering Professlonal Servlc€s descrlbed ln the attached Statement of Servlces (SOS) ln connoction Wilh th6 Producls licensed by Enrolled Atfiliate und€r lhe Enrollmenl. The parlles agree that ths Ehrollment ls amended to add the following terms that shall apply lo lhe services described ln the SOS.

Terms and Conditlons

1. Dellnl ons. All terms delined ln lhe Agr€emanl and thd Enrollmont shall apply to thls Amendhenl unless otherwlse stated, Addltional terms are dolined as follows:
"Customor" msans lhB legal entity that has enlered lnto lhe Agreemenl; "Customer Dala" m6ans all data, including all text, sound, sofware, lmqgs or vldeo fles that are provided lo Mlcrosofl by, or on behalfof, Cqstomer 6nd lls Afllliaies ln connecllon with Professlonal SeNices:
'day'means a calendar day, except reterences that speci business day'; "Flx" or'Flxer" meens Pioducl flxos, modificatlons, snhancemenls, or thelr derlvatives, lhat Microsoftgllher releases gonerally (such as Product servlce packs) or that Mlcrosoft provides t0 Customerwhen performlng Professlonal SeMces to address a specllic lssue (lncluding, bul nol limlted lo, workarounds, patches, bug tix-e3, beta fixes snd bela bullds);
"Mlcrosofl" means lhe Mlcrosoft Afliliale thal has entered lnto the Agreement and its Affiliales, as appropriate;
'Pre.Exlsling Work" means any compulercode ormaterlals developed or othelwlse obtalned lndependently oflhe efforts ofa party under a Slatemenl of S€rvlces:
"Professlonal Services" means all Producl support servlc€s and Mlcrosoft consultlng servlces or advic€ provided lo Cuslomer under this Amendment. "Prolesslonal Services' do6s nol lnclude Onllne Services;
'Servlce Dellverables" m6ans any computer code or materials, other lhan Producls or Fixes, lhat Microsoft leaves wllh Customer at lhe conclusion of Microsofl's performance ofthe Professlonal Servicesi 'Slalement ofservlces" means any worl( orders, seNlces doscriplions, or other d€scripllon of Prof€ssional Services that lncorporales this Amendmenl;
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Thls amendment("Amendment") Is enlered into between lhe pa(ies idenlilled on lhe attached program slgnature form. ll amends the Enrollment or Agreemenl ldentllied above. Allterm6 used bulnot defined in this Amendmenl will have the same rneanlngs provided ln lhat Enlollmont or Agreemenl. i
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"Trade Secrot" means information that is not generally known or roadily agcerlainable to the public, has economio value ss a r6sult, and has been subject lo reasonablo steps under the clrcumstances to mainlain lls se$ecy;
"use" or "run" means to copy, lnstall, use, access, dlsplay, run or othorwlse lnteract wlth:
"Volumg Llcenslng Slts" means hth)i//www.nricroso{t.com/licerlqllllQgdlEpll9 or a successor slte ?, Seryrces, The precise scope of the Professlonal Services will bo specllled in a Slatem€nt of Servioes.

Customer or any of Cuslomer's Atfilialss may enler inlo Statemenls of Sgrvicos under lhls Amendment with Mlcrosofl's local Amllates. Mlcrosoft's ablllty lo deliver the ProteEslonal Services depBnds upon Customsr's fulland lim€ly cooperallon, as wellas theaccuracy and completeness of any lnformation Customer provides.

Thls Agre6ment does not obligate eith€r parly or its Affillatos lo enter into any Stalemenls of Sewices. 3, Use, owne$hlp, rlghls and rostlctlons,
a, Ptoducls- tlnle6s otheFrl6e speclfied in the Enrollm€nl, use of any Product ls governed by lhe Use Righls specltlc to each Product and vdrslon and by lhe l6ms oftho spplicabls llcense sgreement. b. Fries add so/vrc es Dollverables.

I Flxe8, Each FIx ls llcBnsed under lhe same lerms as lhe Product lo whlch lt applies. lflhe Fix ls not provlded for a specllic Product, any use lerms Mlcrosott provldes wilh ths Fix will apply. lf no use t6rms ar6 provlded, Cuslomer shall have a non-exclusive, perpelual, tully pald.up liQense lo use End reproduce lhe Flx solely for lts lnternal buslnoss purposes.

Cuslomer may nol modlly, change lhe lile namo or comblne any Flx wllh aiy .pn-Microsoft compuler code, excepl as expressly permltted in the Agleement.

Pre.Exlstlng Wofi. All dghts ln Pre-Exlsling Worl( will remain the sole properly of lhe pady providing lhe Pre-E{stlng Woft. Each party may us€, r€produc€ and modify the other parly's Pre-Exletlng Woft only as n€odod to perform obllgsllons relatod to Professlonal Services.
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l. Sellcos Dellvercbles. Upon psyment ln lull, Microsoft granls Customer a non-axclusive, non-lransferable, perpelual license to reproduce, use and modify the Sgrvicos Dellverables solely for Custom€r's internal buslness purposes, sublecl to tho torms and condllions ln this Amendment.
lv. Afflliates' righls. Customer may only sublicense ils rights in SeNices Dellverabl$ and Sample Code granled hereunder to lls Affilialos, but Customer's Affiliates may nol subllcenso lhese righls. Cuslomer is responslble for ensuring its Afllliates' compliance with thls Amendmenl.

Non.Mictosoft software and teclnology, Customer is solely responsible for any non-Mlcrosoft soltware or technology that Customer installs or uses wlth the Products, Fixes or Ssrvices Deliverables, Customsr may not inslall or use non-Microsoft softwaro or lschnology ln any way that would subjsct Microsott's intelleclual properiy ort€chnology to obllgallons beyond those included in lhis Amendment.

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d. Sample Code, Upon payment in tull, Mlcrosoft grants Customer a non-exclusiv€, perpelual, nonkansferable license to use and modlfy any Sof[^,/are code provided by Mlcrosoft for lhe purposes of lllustratlon ("Samplo cods") and to roproduce and distlibut€ lhe obJecl code form ol th€ sample Code for Cuslomer's internal business purposes only and not lo any unatfiliated thlrd party.

Resll/crlors or use, Customer musl not (and ls not licensed to) (1)reverse onginoer, de-complle ordisassemble any Product, Fix or Service Deliverable; (2) install or use non'Microsoft sottware or technology in eny way that would sublecl Mlcrosott's lntellectual prop€rty or lechnology to any olher license terms: or (3) worl( around any technlcal limitallons in a Producl, Fix or Servlces Deliv€rable or reslrictlons in Produc( documentation. Exc€pt as expressly permitted ln lhis Amendment or s Slatemenl of Services, Customer must not distribut€, sublicense, rcnt, lease or lend any Product, Flx or Service Deliverable, ln whole or ln part, or u6€ lhem to offer hosling servlces to a th,rd psrty.

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t, Reseruation ol Rigr,ls. Products, Fixes, and Service Dellverables are prolected by copyright and olher lntellectual property rlghts laws and lnternalional treatles. Mlcrosoft ressles all rlghls not sxpressly granted ln thls Agreemsnt. No rlghts wlll be granted or impli€d by waiv€r or estoppel. g, SupporTab ny ol Products. Suppori lor Producls ls availablo under lh€ terms of a liconsing agr€ement, a separale Stalem€nt of Services or under the lems set torth at ht(p://6(n]l)or[.nrlcrosofl.corn or a succesEor $lle.

4. confldentlatlty, Subject to lhe requirements ofCuslome/s public records and trad6 secrEl laws (il any); "Confldenllal lnformalion'ls non-publlc lnformallon that lE deslgnalBd "conlidenllal' or that a reBsonable person should understand ls confidenllal, and lhe term6 oflhls Amendment, lt lncludes, but ls not limitod lo, non-public intormatlon regarding either party's producls, features, markeling and promollons, and lhe negoliated terms ofany Statement of Servlces.
conlidenlial lnformallon does not lnclude lnformation that (a) beclmes publlcly avqllEble without I breach of thls Amendment, (b) lhe r€ceiving party recelved lawfully from anolher source wilhout a conlldentiaiity obllgatlon, (c) is lndependenlly d€veloped, or (d) is a cgmmenl or suggestlon vpluhteered about the other p6rty'6 buslness, produclG or serylcss.

Each parly wlll lake reasonable sleps to prot€c!thg olher's Conlidsnlial lnformallon and wlll use lhe olher parly's Conlidential lnformation only for purposos of lhe partlss' buslness relationship, Noither party wlll disclose that conlidential lnformatlon lo thlrd parties, oxcept to ltr employ€es, Amllates, conlrdctols, advl6or6, and consultants (collectively -Representalives") and thon only on a need-to-knowbasb, under non-disclosure obllgalions at least as proteotive as thls Agreemenl. Each party remains respon3lble (or lhe use of the Confidenlial lnformallon by ils Reprosenlatives and, ln the event of discovery of any unaulhoriz€d use or discloEur€, musl promptly noti0 the olher party.

A party may disclose the other party's Conlidenual lnlornalion if required by lau but only after lt notilies lhe other party (lf legally permlssible) to enable lho other party to seek a protectlve order.

Neilher party ls required to reslrlct work assignments of lF ,epl€s€nt8liv6a who have had access to Confldenllal lnformallon. Each party agreas lhat use o, lnformation ln repre6entatives' unalded memorles in lhe dovglopmonl or deployment of ths partlgs' r€sp€ctlve producls or o€rvlces does not creat€ liabllily under lhis Amendment or Trade Secrot law, and each party agrees to limit what itt iscloses lo the olhsr acaordingly.

These obJlgations apply for a period of five yeals afler thd conlidential lnformation ls recelved.

5. Compllance wlth dppllcable taws, prlvacy and Eecuity, a. Cuslomer consents to lhe procossing ol personal information by Miorosoti and its agenls to facilitate the subJect matt€r of thls Amendment. Customer wlll obtaln all r€qulr€d consents lrom lhkd parll6s (includlng Gustomer's contacts, r€ssllors, dislributors, adminlstralorF, and employees) under appllcable privacy and data proteclion law bsfore providlng personal in,ormallon to Microsoft. b. PerEonal lnformauon collected through Proles5lonal S€rvlces (l) may bB kansforred, stored and processed ln lh6 United States or any olher counlry in which Microsolt or ils contractors mainlain facilities and (ii) wili be subJecl to lho privary terms spocllied in lhe Uso Righls. Microsofl will ablde by lhe requkements of European Economlc Ar€a and swiss data prolection law regardlng the colleclion, use, lr€ns[er, retehtioh and procossing of personal data from the European Economic Area and swltzerland.
c U.s. Export. Microsott Products, Flx€s and s6rvico6 Doliverebles are sublecl lo U.S, expart jurlsdiclion, Customor must comply with all appllcable lnternational and national laws, including lhe U.s. Export Admlnislratlon Regulatlons, the lnternational Traflic ln Arms Regulalions, and end-user, end us8 and destinatlon reskictions by U.s. and olher governments relaled to Mlcrosoft Products, services. and technologles.

6. Warran{es.

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a. Llmlled wal/€nllag and remeclles - Proresslo,a, Serv,ces, Microsoft warrants that lt will pe(orm Proresslonal Servlces with professional caro and sklll. ll Mlcrosofl fails lo do Bo, and Customer notlfies Microsoft wilhin g0 days oF the date lhe Professlonal SeMces were performed, then Microsott wlll, at lts dlscr€llon, ellher re-perform the Professlonal S€rvices or return th€ pdc6 pald for them. These r€medles are Customer's sole remedies for breach of wananllos ln lhls seotlorr Cuslomer waivos any broach ofwarranty claims not mEde during lhe wananty period. h, Excluslons, Th€ wananlies in this Geclion do nol cover problem8 causod by accid€nl, abuse or use ln a manner inconsislent with this Am€ndment, lncluding lailure lo meet minlmum system requirements. These warrantlos do not appty to free, kial, pre'release or beta Producls or to compononts of Products that Customer ls permitted to redistribule, DISCLAIMER. Excopt for tho llmllgd warralltlee aboyg, MlcroBofl provideE ng olhotwarrantlos or condltlon6 and dlsclalms any other expres8, lmplled or slatulory warrantlesr lncludlng warranlles of quallty, morchantablllly, tltnqo8 tor a partlcular purpose, tllle and non-intrlngsment. 7, Delenso of thlrd-pany claims,
B, Llmltatlons of llab lty.

Each pady's matimum, aggregate liabillly to Ihe olher ls limlted to direct damages linally awarded in an amount not to exceed fte amounls Customer was requked to pay for lh€ applicable Statemenl of SeNices, subjecl to lhe followlng.

To lheexlent not ptohibited by applicable law, the parti6s willdelend each olheragainst the third-parly claims descrlbod ln lhis Gectlon and wlll pay lhe amounl of any resulling sdvels€ llnal judgment or approv6-d seltl6menl, butonly iFthe defendlng party ls promptly notified ln wrltlng oflhecl4lm and has the rlghttocontrol the defense and any 66ttlement of it (subject to (subject to 28 u.S.C. S 516 ls Customer is I Federal Government agency). Th6 party belng dofended must provlde the defendiho party with all requested asslstanc€, lnfdrmatlon and authorlty. Th6 defEnding party will reimburse lhB other parly for roasonable outof-pocket expenses it lncurs ln provlding asslEtance, This section doscllbos the panies' 6ole remedies and enlire liability for such claims.
a. By MlcJosott, Mlcrosott wlll defond Cuslomer against any lhird-party claim lo lhe extsnt lt alleges that Eny Fix or Servlces Deliverabl€ mede evallablo by lricrosoll for a fee and uaed wilhln lhe 6cope ol Seclion 3 ol thls Amondment (unmodilied Irom lho form provld€d by Micro6ofl and not combined wilh anylhing olge) misapproprlates a trade secret or dlrectly lnfringes a pat€nt, copyrlghl, or trademark or olher proprletary llghl of a thlrd pany. ll Mlcrosoft ls unable to rosolve a clalm of lnfringement under commercially reasonable lorms, it may, at lts option, elther (1) modify or replace the Flx or Servlces Deliverable wllh a functlonal equlvalent: or (2) lerminale Customer's lic6ns6 and rotund any fee6 pald for such Flx(es) and Servlces Deliverable(s). Microsott will nol be liable tor any clalms or damage8 dde to Customeis continued use of a Producl, Flx or SeMces Deliverable atter belhg notilied to stop due to s third.party claim. b. By Customsr. To the exlenl permitted by applicablo law, Customer will defend Mlcrosoft against any thi.d-parly claim to the extonl it alleges that customefs use oF any Fix or Servlces Delivsrable alone or In comblnatlonwith anylhlng els8, violates the law or damages a lhlrd party.

Notwilhstanding lhe toregolng, Mlcrosoft's rlghts set lorth in lhis section (and the righls of the third pa(y clahlng htringement) shall be governed by the provlslons ol 28 U.S.C, S 1498, lf Cuslomer ls a Fedetal Governmenl agency,
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a, Frse Protesslonal S€rvlces and Dlstributable code. For Professional Services provlddd frbe ol charge snd code that Customer is aulhorized to redisklbute to lhird partles withoul a separate paymenl to Microso(, Mlclosofl's llablllly is limited to direcl damages rinally awarded up to us$5000.
b. Excluslons. ln no event will elther party te liable for any lndirect, lncldental, special, punllivs, or consequentlal damagesi or for loss of use, loss oI buslnsss informalion, loss of revenue, or lnterruptlon of buslness, howevel cau6ed or on any theory of llability. c. Exceptlons, No limllation or exclusions wlll apply to liability arising out ol ellher party's (1) conlidBntiality obligalions (except for all llablllty related to Customer Data, whlch wlll remain subject AmendmenlApp v4.0 CTM.F|/VI(-GTC-AGR Bo
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to lhe limilalions and Bxclusions above); (2) defense obligations; or (3) violalion of lhe other parly's intell6clual properly righls.
0, fetm and tdrmlnallon, This Amendmenl will remain ln €ffect until terminated.

Either pady may lerminal€ lhis Amsndment al any lime without cause by glving the other party at least 60 calendar day6 prior wrltl6n nolic€. Terminating this Am€ndm€nt wlll not aFlect any exlstlng Slatements ol Services bul will l€rminat€ the abillty oflhe padles to enter into subsequenl Stalements of Services.

Cuslomel may l€rmlnal€ a Slatement of Ssrvic€s upon 30 days' notic€. EilhBr parly lq the Slaiem€nt of SsNices may l€rmlnale it if lhe other party ls ln material breach or detault ol any obligqtbn thst is not cured wlthln 30 calendar days' nollce ol such br€8ch. Mlcrdsofl may termlnale I Slalement of Servlces it Custpmer fails to pay any invoice lhat ls more lhan 60 days outstandlng. Cuslomer agr€ss to pay all l€es lor Professional S€rvices performed and expenses incurrsd prior to lermlnalion and Eny addilional amounts lhal msy be sp€cllied in a Sletomenl of Servicos. LJpon Mlcrosolt's receipt of paymenl for lha Prolesslonal Sqrvlces, Custome/s lnleresls In the SeMces Oellverables will vesl. 10, Mlscqllanoous.
a. Nollces. Nqtices must be sent lo lhe addresr on lhe slgnature page of thls Amendm€nt or on sn appllcable Stgtement qf Services. All noliaes, aulhorizallons, and requests given or mada ln conneclion wlth lhls Am€ndment musl be ln lyrillng and will bs lrcal€d as deliver€d on lhe date shown on lhe return roceipt or on lhe coudel or fax conlirmallon of dellvery. Mlcrosoft may provlde lnformation to Customer aboul upcornlng orderlog d€adlinee, servlces and subscriptlon lntormalion ln eleclronic form, including by emailto contacls provided by the Customer, Emails wlll be tr€?tod 6s delivered on lhe lransmlsslon dateh, Appllcable law; dlspule resolullon, This Amendment togethsr wilh lhe applicable Statemenl of Servlces wlll b€ govdrned by lh€ laws set forth In the Agreemenl.

Sevarcb lty, lf any provlsion ol lhls Amendment ls held to bs unenforcoable, lhe balanc8 of lh6 Amendment wlll remain ln full lorce snd effecl.
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e. Sullval. All provislons surviv6 t€rminatlon or sxplratlon of lhis Am€ndfliont, exc€pt those rsqulrlng perlormance only duieg lhe term of a Slatement of Servlces. f. Mlcrosoft as lndspandent contractor. The parllos ar€ independsnt conkactors. Customer and Mlcrosoft each may dev€lop products lndependently wllhout uslng the olhe/s Con,idenllal lnformetlon.
g, Use of contraclors. Microsolt may u8e conlractors lo porform Professlonal Servicos but will b€ responslble forthoh performance Eubject to lhe terms of thls Amendment. h. lnstrance whlls peiomlng Prcfesslonal Serulcos on Cuslomot's premrses. l\,Ilcrosoft will maintaln lnduslry-appropdate lnsurance coverag€ at all times when performlng Professional Servicas on Cu6tomer'6 premises underlhis Amendment via commercial lnsuranc€, selllnsuranc€, or any oth€r slmllar tisk linanclno allornative. Microsoft wlll provldo Customer with Gvldenc€ of covBrage on request.
i, Anendnents, Any modilication to lhis Amendment must be execuled by both parlies, except lhat Microsofl may change the Product Terms and Us€ Rights ln accordance wlth the t6rms of the Agreemenl. Any additlonal or conflicling terms and condillons contained ln Cuslomer's purchase order are oxpressly r€jected and will not apply.
l. No transfer ol owrorsrrrp. Mlcrosolt does not lransler ownershlp rlghts ln any Producl. Th6 Products are proteoted by copyright and other intellectual property rights, laws and inlemational lreaiies.
d, Walvet, Failure lo entorce any provislon of lhls Amsndmenl wlll not conslltute a walver. Any waiver must be made in writing and slgned b,y an authorized reprssentatlve ol the weiving party, Amendm6nlApp v4.0 CTM.FW(-CTC.A6R BD
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k. Prctesslonal Sowlcss paymentterms, Customer agr€9s to pay alllses ln a Slatom€nt ofS€rvlc€s wilhln 30 days ofthe dal6 of Mlcrosoft's invoic€ unl€ss th€ Slatement of Sorvlcss provld€s otherwlse.

Mlcrosoft may assess a linance charge of the lesser of l8o/o per annum, accru€d, calculated and payable monthly or the hlghest amount allowed by law on all past due amounls dua lo Mlcrosoft.

Microsott wlll have no obli0allon to conllnuo to provide Prolessional Services lf Custom€r falls lo make lim€ly payment.
l. Taxea. lf any amounts are Io b6 paid to Mlcrosofl, lh6 amounts ow6d are exclusive ol a[y taxos. Customer shall pay all value added, goods and serylcas, sales, gro8s rec€iptE or other Itansaction taxes, fees, charges or surcharges or other slmllar lax€8, chares or l€os orany regulalory co8l rocovery and othor surcharges lhal are owed under thls Amendment and whlch Mlcrosoft ls pemitted to collect from Customer. Customer shall also be rcsponsible for an appllcable stamp tax6s and for atl olher taxes that ll ls legally obllgated lo pay, lncludlng any taxes lhat arls€ on the dlstrlbutlon of provlslon of Professional Serylc€s by Customer to ll8 Affiliates. Mlcrosoft shall be respoDslble for paymenl of alltaxes based upon lls nol lncom6, gross rec€lpts taxos impo6ed ln ll€u of laxes on lncome or prolits, or taxes on Microson's propody own€6hip. lfany laxss are r€qulred to be wllhheld on paymenls made lo Mlcrosoft, Customer maydGduct such laxss from lh6 ameunt ow8d and pay them to lhe appropriate laxlng authorllf provlded however, lhat Customer sh6ll promplly secure and delivsr an oriicisl recoipt lor tho36 withholdings and olher documenls reasonably rBqu€stsd by Mlcrosofl to clalm s foi€lgn tax credll or refund. Customqr wlll ensure lhat any taxes withheld ar6 minimiz€d to lhe exlent posslble uMer applicable law. /r, No thlrd-party beneflclarle6, This Amendment does not create and thlrd-party beneficlary rlghls Except tor changes mad6 by lhis Amendmenl, lhe Enrollm€nt or Agreemenl idenlilied above remalnB unchanged and ln fullforce and effecl. lflhere is any conflicl belwson any provislon in this Amehdmenl and any provlslon ln lhe Enrollmenl or Agreemenl identified above, thls Amendment shall conlrol.

Thls Amendment must be attached to a slgnature form to be valid.

Mlcrasofl lnternal Use Onl
_Consulting Services Amendment for EA
Attach.docx

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AGREEMENT # ITARC-0093 I
All Terms and Conditions of this Agreement No. ITARC-00931 shall govem purchase of Microsoft products and services under Microsoft EA no. 8084445 by County through the LSP.

2. Period of Performance:

T'his Agreement shall be effective from November 01.2024 and continues in effect through October

31.2027. with the option to renew for an additional three-year period expiring on October 31. 2030. with no obligation hy the County of Riverside to purchase any specified amount ofgoods or services. ln addition. the County may at any time choose to transfer the enrollment from one LSP to another LSP pursuant to the transfler terms set by Microsoft.

The period of performance for the enrollment with the LSP may be for up to a three-year term with the option to renew the enrollments with contracted LSP through the LSP contract expiration date.

3. Compensation
The COUNTY shall pay the LSP for products at the cost as stated in Exhibit A, incurred in accordance with the terms of this Agreement. The COUNTY is not responsible for any f'ees orcosts incurred above or beyond the contracted amount and shall have no obligation to purchase any specified amount of services or products.

Non-Appropriations: The COUNTY obligation for payment of this Agreement beyond the current fiscal year end is contingent upon and limited by the availability of COUNTY funding from which payment can be made. and invoices shall be rendered "monthly" in anears. In the State ofcalifomia.

Govemment agencies are not allowed to pay excess interest and late charges, per Govemment Codes" Section 926.10. No legal liability on the part ofthe COUNTY shall arise for payment beyond June 30 of each calendar year unless funds are made available for such payment. In the event that such 1,
Rc!rsron I /06/202 I
S'P 10 20?4 32e
LICENSED ST]PPORT PROVIDER (LSP)
AGREEM ENT No. ITARC-0093 I
For

MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO.8084445

BETWEEN

COUNTY OF RIVERSIDE
And
CRAYON SOFTWARE EXPERTS LLC.

This Agreement is entered between the COUNTY OF RIVERSIDE. a political subdivision of the State of California. (herein ref'erred to as "COUNTY"), and Crayon Software Experts LLC.. a Delaware Limited Liability Company authorized to conduct business in the State of Califomia (herein referred to as "LSP") of Microsoft Licensing Solution Provider. effective from November 0l .2024 and continues in effect through October 31.2027. based on LSP's response to RFQ no. ITARC-532 for Microsoft products and services under Microsoft EA no. 8084445. The parties agree as follows:
{
ACREEMEN # ITARC-0093 I
funds are not forthcoming for any reason. COUNTY shall immediately notify CONTRACTOR in writing: and this Agreement shall be deemed terrninated. have no further force. and effect.

Hold Harmless/Indemnification:

4.1 LSP shall indemnily and hold harmless the County of Riverside. its Agencies, Districts.

Special Districts and Departments, their respective directors" officers, Board of Supervisors, elected and appointed officials, employees. agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any liability. action. claim or damage whatsoever. based or asserted upon any services. or acts or omissions. of LSP. its officers. employees. subcontractor, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury. or death or any other element ofany kind or nature. I-SP shall def'end the Indemnitees at its sole expense including all costs and fbes (including. but not limited. to attorney fees, cost of investigation. defense and settlements or awards) in any claim or action based upon such acts. omissions or services.

4.2 With respect to any action or claim subject to indemnification herein by t,SP. LSP shall, at their sole cost, have the right to use counsel oftheir own choice and shall have the right to adjust. settle. or compromise any such action or claim without the prior consent of Countyl provided. however. that any such adjustment. seltlement or compromise in no manner whatsoever limits or circumscribes LSP indemnification to Indemnitees as set forth herein.

4.3 t.,SP obligation hereunder shall be satisfied when LSP has provided to County the appropriate Ibrm of dismissal relieving county from any liability for the action or claim involved.

Termination:

5.1 County may terminate this Agreement without cause upon thirty (30) days written notice served upon the LSP stating the extent and el'fective date of termination.

5.2 County may. upon five (5) days written notice terminate this Agreement for LSP default. if LSP refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger perfbrmance and does not immediately cure such failure. ln the event olsuch termination. the County may proceed with the work in any manner deemed proper by County.

5.3 LSP rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by LSP; or in the event of LSP unwillingness or inability fbr any reason whatsoever to perform the terms of this Agreement.

Alteration or Changes to the Agreement
The Board of Supervisors and the County Purchasing Agent and/or his designee is the only authorized County representatives who may at any time, by written order, alter this Agreement. lf any such alteration causes an increase or decrease in the cost of. or the time required for the performance under this Agreement. an equitable adjustment shall be made in the Agreement price or delivery schedule. or both. and the Agreement shall be modified by written amendment accordingly.
!
6 2
Revlsron l/06/201I
AGREEMENT # ITARC-009,-] I

7. Notices
All correspondence and notices required or contemplated by this Agreement shall be delivered to the respective parlies at the addresses set fbrth below and are deemed submitted two days after their deposit in the United States mail. postage prepaid:

I nsu rance
Without limiting or diminishing the LSP'S obligation to indemnify or hold the COUNTY harmless.

LSP shall procure and maintain or cause to be maintained. at its sole cost and expense. the following insurance coverage's during the term of this Agreement. As respects to the insurance section only. the COUNTY herein refers to the County of Riverside. its Agencies. Districts. Special Districts. and Departments. their respective directors. ollcers. Board of Supervisors, employees. elected or appointed officials. agents. or representatives as Additional Insureds.

A. Workers' Compcnsation:

Il the LSP has employees as defined by the State of Califbrnia. the LSP shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of Clalilornia. Policy shall include Employers' Liability (Coverage B) including Occupational Disease with lim its not less than S I ,000,000 per person per acc ident. The policy shall be endorsed to waive subrogation in favor of The County of Riverside. Policy shall name the COUNTY as Additional lnsureds.

B. Commercial General Liabilitv:

Cornmercial General Liability insurance coverage. including but not limited to. premises liability, unmodilied contractual liability. products and completed operations liability. personal and advertising injury. and cross liability coverage. covering claims which may arise from or out of LSP'S perforrnance of its obligations hereunder. Policy shall name the COUNTY as Additional lnsured. Policy's limit of liability shall not be less than $2.000.000 per occurrence combined single limit. Ifsuch insurance contains a general aggregate limit. it shall apply separately to this agreement or be no less than two (2) times the occurrence limit. Policy shall name the COUNTY as Additional Insureds.

C. Insurance Requirements for IT Contractor Services:

COUNTY
Riverside County Information Technology
Attn: Procurement Contract Specialist
3450 l4rh Street
Riverside. CA 92501

8. 3
Itevrsron l/06/1021
LSP
Crayon Software Experts, LLC
Attn: Candy Kareem
I 222 I Merit Drive. Suite 1400.

Dallas. Texas. 7525 I
[email protected]
AGREEMENT # ITARC-OO9] I
LSP shall procure and maintain for the duration ofthe contract insurance against claims for injurres to pcrson or damages to property which may arise fiom or in connection with the performance of the work hereunder by the LSP. its agents. representatives. or employees. LSP shall procure and maintain fbr the duration ofthe contract insurance claims arising out oftheir services and including. but not limited to loss. damage. theft or other misuse of data. inf'ringement of intellectual property. invasion ofprivacy and breach oldata.

Cyber Liability Insurance. with limits not less than $2.000.000 per occurrence or claim. $2.000.000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by LSP in this agreement and shall include. but not limited to. claims involving infringement of intellectual property. including but not limited to inlringement of copyright. trademark. trade dress. invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information. alteration of electronic information. exto(ion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits suf'ficient to respond to tlrese obligations.

If the LSP maintains broader coverage and/or higher limits than the minimums shown above. the County requires and shall be entitled to the broader coverage and/or higher limits maintained by the I-SP. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. Policy shall name the COUNTY as Additional Insureds.

D. Ceneral Insurance Provisions - All lines:
4 Itcrrsrl)n l/06/102I
I ) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of California and have an A M BE.ST rating of not less than A: VIll (A:8) unless such requirements are waived. in writing. by the County Risk Manager. [f the County's Risk Manager waives a requirement for a particular insurer such waiver is only valid for that specific insurer and only for one policy term.
2) 'fhe LSP must declare its insurance self-insured retention for each coverage required herein. lfany such self-insured retention exceeds $500.000 per occurrence each such retention shall have the prior written consent ofthe County Risk Manager before the commencement of operalions under this Agreement. Upon notification of self-insured retention unacceptable to the COUNTY. and at the election olthe Country's Risk Manager, LSP'S carriers shall either: l) reduce or eliminate such sell'-insured retention as respects this Agreement with the COUNTY. or 2) procure a bond which guarantees payment of losses and related investigations. claims administration. and defense costs and expenses. 3) LSP shall cause LSP'S insurance carrier(s) to furnish the County of Riverside with either l) a properly executcd original Certiticate(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein, and 2) if requested to do so orally or in writing by the County Risk Manager. provide original Certitled copies of policies ACREI]MENT # ITARC.OO93 I

9. General:

9.1 This Agreement, including any attachments or exhibits. constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representatiol'ls. proposals. discussions and communications. whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties.
5 Revrsron l/(16/201I
including all Endorsements and all attachments thereto. showing such insurance is in full force and effect. Further. said Certificate(s) and policies of insurance shall contain the covenant of the insurance carrier(s) that a minimum of thirty (30) days written notice shall be given to the County of Riverside prior to any material modification. cancellation. expiration or reduction in coverage of such insurance. If LSP insurance carrier(s) policies does not meet the minimum notice requirement found herein. LSP shall cause LSP's insurance carrier(s) to furnish a 30 day Notice ofCancellation Endorsement. 4) In the event of a material modification. cancellation, expiration. or reduction in coverage, this Agreement shall terminate forthwith, unless the County of Riverside receives, prior to such effective date. another properly executed original Certificate of lnsurance and original copies of endorsements or ce(it'ied original policies. including all endorsements and altachments thereto evidencing coverage's set forth herein and the insurance required herein is in full force and effect. I-SP shall not commence operations until the COUNTY has been furnished original Certificate (s) of Insurance and certified original copies ofendorsements and ifrequested. certified original policies of insurance including allendorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier to do so on its behalf shall sign the original endorsements for each policy and the Certificate of Insurance.
5) It is understood and agreed to by the parties hereto that the LSP's insurance shall be construed as primary insurance. and the COUNTY'S insurance and/or deductibles and/or self-insured retention's or self-insured programs shall not be construed as contributory. 6) If. during the term of this Agreement or any extension thereoL there is a material change in the scope of senvices: or. there is a material change in the equipment to be used in the perfbrmance ofthe scope of work: or, the term of this Agreement. including any extensions thereof. exceeds five (5) years: the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement" if in the Ciounty Risk Management's reasonable .iudgment, the amount or type of insurance carried by the LSP lras become inadequate.
7) LSP shallpass down the insurance obligations contained herein to alltiers of subcontractors working under th is Agreement.
8) The insurance requirements contained in this Agreement may be met with a program(s) of self-insurance acceptable to the COUNTY.
9) LSP agrees to notify COUNTY ofany claim by a third party or any incident or event that may give rise to a claim arising from the performance of this Agreement.

AGREEMENT # ITARC.OO9S I

9.2 This Agreement shall be governed by the laws ofthe State of California. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the Superior Court of the State of Calilomia located in Riverside. Califbrnia, and the parties waive any provision of law providing lor a change of venue to another location. In the event any provision in this Agreement is held by a court of competent jurisdiction to be invalid. void. or unenforceable. the rernaining provisions will nevertheless continue in t'ull force without being impaired or invalidated in any way.
ql The following documents are attached to and incorporated into this Agreement:

Exhibit A: Scope and pricing.

Exhibit B: LSP Reporting of Active Enrollments.

Exhibit C: Microsoft LSP Participation Form.

Exhibit D: Microsoft EA Benefits for Government Agencies.

Exhibit E: Microsoft Enterprise Agreements and Amendments.

E I ) Mioosofl Enterprise ABreement No. 8084445.

E2) Microsoft Select Plus Agreement No. 7756479.

E3) Amendments No. l- EA Custom Terrns CTM (Document No. CTM-CPT-OPT-FWK) E4) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-ACR).

9.4 In the event of any conflict or inconsistency between the terms and conditions ol this Agreemenl and any terms or conditions set forlh in any of the attachments, purchase order(s), or other document relating to the transaclions contemplated by this Agreement. the terms and conditions set fbrth in this Agreement shall prevail.

9.5 This Agreement may be executed in any number of counterparts. each ol- which will be an original. but all of which together will constitute one instrument. Each party of this Agreement agrees to the use ofelectronic signatures. such as digital signatures that meet the requirements ofthe Califonria [.]nilorm Electronic Transactions Act (("CUETA") Cal. Civ. Code $$ 1633. I to I 633.1 7), fbr execuling this Agreement. The parties further agree that lhe electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and elTect as manual signatures. Electronic signature means an eleclronic sound. symbol, or process altached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUETA as amended from time to time.

The CUETA authorizes use of an electronic signature for transactions and contracts among pafties in California. including a govemmenl agency. Digital signature means an electronic identifier, created by computer. intended by the party using it to have the same force and effect as the use ofa manual signature. and shall be reasonably relied upon by the parties. For purposes of this section. a d igital signature is a type of "electronic signature" as defined in subdivision ( i) of Section 1633.2 of the Civil Code.
6 llc\ srof lr)6/10l I
ACREEMENT # ITARC-0093 I

9.6 If the entitv is a corporation, the signatures of two comorate officers (the president, vice ll assrstant sec Chief Financial Officer i.e. treasurer or assistant treasurer are required on the a[reements. The sisnatures must be in the followin g combination: president or vice presi{ent and secretary. treasurer or CFO. For example, the signatures ofa president and a vice resident would be insuffi ien t lf si edb a stn le co orate officer aco orate resolution authorizinq the one ofticer to bind the corporation, signed by the Board of Directors of the corDoration, is required. The corporate resolution must authorize the signatory to sign agreements ol'l behalf of the corDoration
If the entity is a limited liability company (LLC), the signatory is authorized signer as set forth in LLCs operating agreement.

IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement.

By; Rv (Jul3.2024 1a 03 CDT)
Chuck Washington Name
Title:

Candy Kareem
Chair ofthe Board of Supervisors Vice President, Finance Dated: Julv 3.2024
ATTEST:

Kimberly Rector
Clerk ofthe Board
By:

APPROVED AS TO FORM:

Minh C. Tran
C t1 el
By
Paul aSa o
Deputy County CounseI
Dated: f \ t[ 2oz\
Revrsron l/06/2021
sEP 10 2024 32t
COUNTY OF RMRSIDE, a political
subdivision olthe State of Calilornia

CRAYON SOFTWARE EXPERTS, LLC
a Delaware Limited Liability Company authorized
to conduct business in the State of California.
ennolu K.arae,w
Dated: 9lt ilntt
7 2
3 {
5 AGREEMENT # ITARC-0093 I
LSP's Scooc and rcsrronsibilities
l. The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (l-SP) fbr Microsoft Master Microsoft Enterprise Agreemenl No. 8084445; Sotiware Licensing, Sollware Support. Cloud Services such as Azure" Industry Solutions Delivery (lSD) fbrmerly Microsoft Consulting Services (MCS). Microsoft Unified Support and Microsoft incident response. Microsofl Select Plus Agreement No. 7756479.

The agreement with LSP as a [-SP of the Microsoft Products and Services under Microsoft EA No. 8084445 is available for use by the County of Riverside and govemmental agencies within the State of California. T'he LSP will serve as the liaison hetween the political entity for enrollments under the Microsoft EA.

The LSP agrees to extend the same pricing. terms. and conditions to every political entity, special district. in the State olCalifornia. It is understood that other entities shall make purchases in their own name. make direct payment. and be Iiable directly to the LSP oftheir choosing; and County shall in no way be responsible to any LSP tbr other entities' purchases.

The LSP may remain the LSP fbr the Three 3-year duration of the Enrolled Affiliate's Enterprise Agreement Enrollment. All True-Ups during the 3-year enrollment (orders for new products. etc.) by Enrolled Atlliates are required to be submitted only through the Affiliate's selected LSP. Multiple LSP's cannot service a single Enterprise Agreement Enrollment. Enrolled Affiliate may at any time choose to transf'er their current enrollment from one LSP to another [,SP pursuant to the transfer terms set by Microsoft.

The Enrolled Afllliate shall work with the LSP to determine the annual payment, true-up commitment schedule defined in their enrollment.

The LSP will provide repo(s showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency will be determined by each Enrolled Affiliate (ie: monthly. quarterly. etc.).

The LSP will provide reports of licenses purchased and added on to enrollment according to Enrolled Affiliate's specifications. (lntended for an enrollment that has licenses for multiple agencies within a governmental body - ie county. city. etc.) Frequency will be determined by each Enrolled Affiliate (ie:
monthly. quarterly. etc.).

The LSP will provide. at the Enrolled Affiliate's request. a licensing portal that allows the tracking of licenses beyond the capabilities of the Microsof't VLSC. This portal will show. but not be limited to, all licenses on the current enrollment, quantities of said licenses. track licenses at depaftment/agency levels. transfer Iicenses to and from each department/agency, and have reporting functionalities.

Rcvrsrcn Ii()6/10: I
7 8
9 8
Exhibit A
Scope and pricing

6. Each Affiliate will communicate to the LSP the compensation terms applicable to their agreement.

AGREEMEN'I' # ITARC-009.] I

10. The LSP will provide training to the Enrolled Affiliate's Microsofl administrators on Microsoft portals such as the VLSC. Oltlce 365. Azure. etc. within 30 days of receiving a purchase order for such products that introduce a new poftal. l,SP should outline what aspects of training they feel would be benellcial in their proposal.
ll. The LSP will provide documentation to the Enrolled Affiliate within 90 days of when Microsoft has made a change to a license and advise of any grandfather or conversion rights within that same timeframe.

12. The LSP will provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment.

13. Thc I-SP will provide an updated price list on an annual basis or when Microsoft changes price point. whichever is sooner. in an Excel spreadsheet to the Enrolled Affiliate. This price Iist must capture. at minimum. the fbllowing categories for each product: SKU. product description, MSRP, NET (Level D). LSP's uplift and contracted unit price.

14. I'he LSP shall provide a list of enrollments. The list of enrollments is due 30 days after the contract signature and on January l5th ofeach calendar year during the agreement period. This Iist will include the agency name- contact person, email and phone number and annual spend. The intent of this is to track how many agencies within the State olCalifomia piggyback off of the Master Agreement. 15, The LSP will be charged I .007o ofthe annual enrollment sales amount to leverage the Riverside County Master Microsol't Agreement No.8084445, and Select Plus Agreement No.7756479. which includes Softwarc Licensing. Software Support" Cloud Services such as Azure. lndustry Solutions Delivery (lSD). Microsoft Consulting Services (MCS). Microsoft Unified Support and Microsoft incident response. This administrative fee will be an annual fee, per enrollment inclusive of Affiliates Shadow Enrollments.

16. The Servicing LSP shall provide Microsoft Enterprise Support Services from Microsoft to assist cuslomers leveraging this contracl vehicle in operation ofthe technology acquired and assist Riverside Master Participants in rnaximizing the benefits of this investment. 9 Re!rsron ll)6/1021

17. The Servicing LSP shall provide the ability to for the acquisition of Microsoft services as the demand for individual product services or capabilities expand. The servicing LSP shall provide services to include Microsoli tJnified. Industry Solutions Delivery (lSD), and Microsoft incident response. The Servicing LSP will have a valid Microsoft Master Services Agreement on file with Microsoft in order to resell Microsofi Unified Support. and Industry Solutions Delivery (lSD). Additionally. the contractor shall provide Microsott dedicated Technical Support representatives and sub.iect matter experts provided via the Microsoft enterprise agreement to support and assist Riverside County master participants in analyzing. architecting. implementing. managing, and operating solutions based on the licenses previously acquired or to be purchased in accordance wilh the terms ofthe Microsoft enterprise licensing program.

AGREEMENT # ITARC-OOg] I

18. LSP will be responsible for submitting a completed "Reporting of Active Enrollments" by January I 5th of each year for the prior calendar year.

19. The County of Riverside Information Technology (RCIT) will invoice the Awarded LSP annually based on the enrollments verified from LSP Reporting olActive Enrollments.

20. Payment is due to Riverside County Information Technology thirty (30) days from invoice date.

21. The administrative t'ee shall not be included as an ad.iustment to LSP's Master Agreement pricing.

22. The adrninistrative fbe shall not be invoiced or charged to the Enrolled Affiliate. 23, Administrative lee checks shall be submitted to:

Riverside County Information Technology
Attn: Accounts Receivable
3450 l4th Street. 4th Floor
Riverside. CA 92501
Re! rsroD ll)6/10ll
10 Item Description Price Level Markup 70
Enterprise Online Services++ (incJuding Full USLs. From SA USLs. Add-ons and Step Ups) M365 E3 and E5. Enterprise
Mobility + Security E3 and E5. Oftice 365 Enterprise El or El, Windows l0 Enterprise E3 or 85.

Level D 1.95
Enlerprise Products (Office 365 Pro Plus. Windows l0
Enterprise, Core CAL Suite, Enterprise CAL Suite). Level D 1.95 Additional Products (M365 F l. M365 E5 Compliance. M365 E5 Security. Office 365 Enterprise F l. Project Online. Visio Online Plan I or Plan 2. Dynamics 365. Azure. SQL Server.

Windows Server. etc).

Level D 1.95
Server and Tools Producl (applies to Server and Cloud
Enrollments only) SharePoint Server, SQL Server. BizTalk Server. Visual Studio. Core lnfrastructure Suites. etc.

Level D 1.95
All products for Selecl Plus Agreement No.7756479. 2.50 Microsoft Unified Support Services 2.50
Microsoft Consulting Services 2.50
Microsoft Incident Response 2.50

2. License Support Provider (LSP) Solution Arca Specific Capability:

AGREEMENT # ITARC-0093 I
Solution Area Specific Capability Number Customer Size Reference? Number of successful customer production
mai I deployments/mi grations? >100 300 to 10.000 Yes
Number of successful customer production
SharePoint deployments/migrations?
>60 500 - 5000 Yes
Number of successful customer production
Teams deployments/m i grations? >20 500 - 10.000
Number of successful customer production
Teams Voice deployments/PBX migrations? l8 500 - t0.000 Yes Number of people with specialized expertise
on technologies listed above
Globally > 100
Locally 22
Rcvrsron I/0(r:O2l
11 Pricins:
l. Microsoft Enterorise License Subscrintion and services Yes
Data and Artificial lntelligent
Certified Competency
(Yes/No)
Hourly Rate (On
Premise)
Hourly Rate
(Remote)
Build Intelligent Apps No NA NA
Build Intelligent Agents Yes $136-$408 $280-$.140
Machine Learning $3-16-$408 $280-$-140
Internet of Things Yes $-136-$108 $280-$340
Clobally distributed data NA NA
OSS Databases No NA NA
Cloud Scale Analytics Yes $336-$408 $280-$340
Data Platform Modemization to Azure Yes $3-16-$408 $280-$340 Windows Server on Azure Yes $336-$408 $280-$140
Security & Management Yes $136-$.108 $280-$340
Datacenter Migration Yes $r-16-$408 $280-$140
Modern Eusiness Intellieence Yes $336-$408 $280-$340
Copilot Yes $336-$408 $280-$340
Biz Apps
Customer Service No NA NA
Field Service No NA NA
Marketing No NA NA
'l alenl No NA NA
Finance and Operations No NA NA
Business Central No NA NA
Power Apps Yes $3-16-$,{08 $280-$-.140
Power Bl Yes $336-$408 $280-$-.r40
Apps and lnfrastructure
Azure Slack No NA NA
High Perfomrance Compute No NA NA
Cloud Native Apps using Serverless Yes $ 336 - $ ,108 $280-$340 Modernize Apps Yes $316-$108 $280-$340
SAP on Azure No NA NA
Linux on Azure No NA NA
Dev Ops Yes $336-$408 $280-$310
Business Continuity & Disaster
Recovery
Yes s336-$408 $280-$140
Windows Server on Azure Yes $336-$408 $280-$-340
Security & Management Yes $336-$408 $280-$340
Datacenter Migration Yes $-136-$408 $280-$340
l\lodern Workplace
User Adoption & Clrange Manasement Yes s336-S408 s280-$.]40 Security $336-$408 $280-$140
GDPR & Compliance Yes $360-$.t20 $300-$350
Teamwork Yes s336-$408 $280-$140
Calling & Meetings $336-$408 $280-$340
Modern Desktop $336-$408 $280-$3.10
Oflice -365 Migration Assistance Yes $336-S408 $280-$140 Nlail Yes $336-$408 $280-$1.10
Teams Yes $336-$408 $280-$340
SharePoinl Yes $31(,-$408 $280-$340
OneDrive Yes $1.16-s408 $280-$3.10
AGREEMENT # ITARC-OO9] I
J, Liccnse Support Provider (LSP) servic€ rates:

Ite! rsron I/06/201I
1,2
Yes
No
Yes
AGREEMENT # ITARC-0093 I

LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LsP Name Compony nome
Rtvco
Contract lD TBD
Master
Enrollment
Enrollment
Number:

Enrollment
Entity:

Start
Date:

End
Date:

Annual
Sales
Enrollment
Contact:

Enrollment
Contact
Email:

Enrollment
Contact Tel:

County of
Riverside
xx/xx/
xxxx
xxlxx
/xxxx lohn Doe
Rcvrsron I/06/2021
13 Exhibit B
I
I
---l-
ACREEMENT # ITARC-0093 I
Exhibit C

MICROSOFT LSP PARTICIPATION FORM

JIH SUITH
Cllef lnfomati$ Oftcer I'ARTIN PEREZ ACIO
Ernerprtse ADollcrtbrB Bl'reau

DARRYL POLK
Cfxet Teclnobgy Olllcer
TRACY NLL}IAT FlCIT
D€9uty Direcld Admn - fT
GUSTAVO VAZ(XJEZ. ACIO
CdrverlEd Coanrrunlcali(,ls Bureau
Ai{THONY C}IOGYOJI
Ctxef Honfiatbn Secunty Oficer
KARIT{ CHAT{DRAi{- ACIO
Technology Servrces EIJeeu
N{icrosoft LSP Parlicipation Fomr
(RIQ 4 ITARC-005f2 -{ttichlneDt 2)
Complele lhis form and return to
Attentiqr: Urda Fakhouri
E-mail: Itakhofi(Drico.oro
P.!,ment shonld be m.de to:

Riverside County lnformdbn Technology
3it50 'l4th Srreer. Fourlh Floo.

RiveBide. CA 92501
Company 614.6. Crayon Software Experts, LLC
Name: Candv Kareem Title: VP of Financ€
Ad&ess 12221 Meril Drive, Suite 1400
Cit],! Dallas Texas ziP ctr,e 75251 Telephone *: 469-329-0290 Fax #:_Email: sledbrds uslocravon com
Please r€terence the rernitlance infornralion abo'/e fio. *rtere lo sand lho paym€ni. Failure to comply may r€nl in tlE .rerd beiE ,a.cirldsd
Ctua{4 Karee,t4 05togt2024
Srgnature
Candv Kareem
Date
VP of Finance
Prinled Name
Cr.yon Groop - lnt€m.lOnly
Revrsron I/06/2021
Tille
County ot RiversUe TIN *t 956fi)O930
The Courty o, Rivo.side 13 th6 hoal o, the Mic.o€o{t Mdier Agre€.nonl No. 8084,145- AI queslbrB regarding the p.oduct3 aod liceoEir€ shoub b€ directed lo Mrcrcot. ay signing belor/, I am agroeing to f,ay th6 p.rricip.tbn ,e€3 ,o( e.ch enrolkneot th.t is est Hbhed by leveraging the Cot'rty o, Riv€Gide Masler Agrcenrent in acco.dance to the scheddc ref€rencod oo RFO # ITARC-0O532 ard arly .ubs€quonl cootrecE and / o. amendrnonts.

By signing belor. I abo agreo lhat all oorolrtrents will ba suknittod lo Mbro6ofi dinrd, to r.po.t Gr|rolknent .cli\n9 and comdy to tho payment schedub per RFO # ITARC-0O532 to RiveGire County ln{orm.tbn Teclnology
t4
EI
E2
Exhibit D
Microsoft EA Benefits for Government Agencies
Standard Pricing Across all platforms
Microsoft will provide LSP's (authorized EA LSPs on this contract) with Government Level-D. pricing offofpublished "LSP cost" all platforms. Azure discount is a factor olthe consumption rate.

This will make it easy when calculating New. Additional product. and True-up purchases at the beginning or during your Enterprise Agreement Term. It also reduces possible confusion among partners.

E3 No charge Onboarding Serviccs
Microsoft assisted onboarding is now a benefit of OIIlce 365, Microsofi lntune, Azure AD Prem ium and Azure RMS. Eligible customers will receive guidance from a dedicated group of onboarding experts known as the Microsoft FastTrack Center (FTC) to onboard to these services. The FTC uses an onboarding approach known as FastTrack to help you, your IT Team, and or Partner, confidently onboard new users and capabilities. Programs are subject to change and/or evolve.

E;l No Charge Security Incident Assistance
Microsoft will engage special security teams in the event oflan exploit ifyour organization leverages Microsoft security technologies as part of your enterprise agreement commitment. These teams will help you identify and stop the malicious attack and triage the incident. See your Microsoft Sales Executive lor more details.

E5 Raise and lower commitment for hosted services during the Enterprise Agreement Period You can raise your commitment for hosted services like 0365. CRM. Azure during the current EA year and only commit to the remaining months in that year. Example: your anniversary for your Year-2 term is in November and your adding 100 Office 365 users in May. You will only be obligated to pay for the 6 months leading to your anniversary. Additionally, you can now true-down hosted services at your anniversary to the original commitment level as well.

E6 Additional Software Assurance benefits
With New Version Rights, you can upgrade each Microsoft product license that is covered by active Software Assurance to the most recent version for no additional cost. When a new version ol- Microsoft Office is released during the term of your agreement. your licenses are automatically upgraded to the new version.

Office Roaming Use Rights: Help expand end-user productivity and extend the value of your virtual desktop environment with Office Roaming Use Rights, which lets users with Software Assurance on Office, Project. or Visio remotely access their software on their virtual desktops from third-party devices.
15 Revisrcn l/06/2021
AGREEMENT # ITARC.OO93 I
Reduced Paperwork
Reduced number of separate documents to review - by consolidating amendments into a single document. Many ofthe amendments previously required are now built into the enrollment document.

Customers utilizing the County of Riverside EA Master Agreement may choose either an Enterprise Enrollment or a Server and Cloud Enrollment (or both) depending on their needs.

AGREEMENT # ITARC-0093 ]
Spread Payments: Spread the costs of your License and Software Assurance purchase across three equal, annual sums versus one up-front payment to help reduce initial costs and aid in forecasting annual software budget requirements up to three years in advance. When you use the Spread Payments benefit, no interest or additional lees are incurred. You may also consider Microsoft Payment Solutions to help finance your technology needs. including software, services. partner products, and hardware. Although Microsoft Payment Solutions is not part of Software Assurance, you can choose it separate from. or in addition to. the Spread Payments benefit to create a customized payment structure.

More information about the Software Assurance by products as listed above can be found at:
httos://www.m icrosoft.com/en-us/Licen stn /licensi ng-programs/soft ware-assurance-bvoroduct.a 5 DX?83ffdda4-a253- 4123-97 57-7122538c0a96=True Rcvrsion l/06/2021
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AGREEMENT # ITARC-OOg] I
Exhibit E
Microsoft Enterprise Agreements and Amendments
Microsofl Enterprise Agreement No. 8084445.

Microsoft Select Plus Agreement No. 7756479.

Amendments No. l- EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR).

Rclrsron l/06/2021
1,7

3.Crayon Software Experts LLC- LSP
Agreement no. ITARC-931 (002)
Final Audit Report 2024-07-O3
Createdi
By:

Status:

Transaclion lD
2024-O7-O3
Candace Shenon ([email protected])
Signed
CBJCHBCAABAASA0Bq6cIRcJ-m3BlbzpgYwbxbswNJv
"3.Crayon Software Experts LLC- LSP Agreement no. ITARC-93 1 (002)" History
tl Document created by Candace Sherron ([email protected]) 2024-07-03 - 8r45:06 PM GMT
- ; Document emailed to [email protected] for signature 2024-07-03 - 814544 PM GMI
tl Email viewed by [email protected]
2O24-O7-O3 - 11:03:06 PM GMT
do Signer [email protected] entered name at signing as Candy Kareem 2024-07-03 - 11:03:26 Pt4 GIVT
d6 Document e-signed by Candy Kareem ([email protected]) Signalure Dale: 2024-07-03 - 1 1:03:28 PN, GNrT - Time Source: server O Agreement completed.
2024-07-03 - 11:03:28 P[4 G[,{T
f! adob" l<robat Sign
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Program Signature Form
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uy signing below. Cuslomer an(l the l,.,1icrcsoll Alfiliale agree lhat both f)arlies (l) have recciv{,.d, .ea(l and underslarrd t116 above corrlracl docur'rrents, includi g a,ry websites or docurilenls incDrporated by reference and ar]y anr€ndmenls and (21 agree lo be bound by the terrns of all surh documonts.

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t1.y tJe c'fje.enf UBn ldso!?rll s slhalurt iJalcl s(a3 f,o i1 Ortio al 2nd Custorncr aignature or Olrtsourcer signrturc (if applicable) Nanle of Entity (must be legal entity r;nre)'
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ll Custon)er requires physical rnedla. adrtiiional conlacls, or is reporlirg rnultlple previous Enrolhents. incl(de lhe approprialc form(s) vrilh this sig ature folr.

Allerlhis sigrrature lornr is sioncd by lhc Custonrer. send il arld lhe Contrgut Docun\ents to Cuslonler's chrnrel purl,rer or Microsbll account nrarra0er, who tnusl sullmil lhent lo the following adrrress Vrhen lhe signature Fornr is lully execuled by Microsofl, Cuslomer e/ill reccive a Donlirrtraliorr copy.

Microsoll Corponlio
Dept. 551, Volurne Licetlsh(
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USA
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This arncndrncnl ('Arr)cndmcnt") is entefed irllo between the frarlies r(lentiligd on tl€ allached prograrn si0natrIeforD. lt arnerld6 the Enrollrlrent or Aqreerne l iderltified i|bove- nllterns used lr I nol (lolined in lhis Amen(lrnerlt vrill lrave lhe same nrearlings provided in that Enrollmenl or A€,reerrer'!l '1. Scclion 6a. "-fcrn". is l'rereby arnende(l and restaled as lollor,ls:
a, Term. The lerm ol lhis Agreenrent lvill rcmain ln eltect unless ten]linoted by eilher parly 3s dascribed ljelot/ Eaich Enrolllnerrl ,rill llave lhe lo.nr provided in lhat Enrollrnenl

2. -fhe pricing lhal l,,4icyosoll $/ill ofter Ernolled Aflili le'!i Reseller lor Enrollnenli effcclive bet\veen Novemher 1, 2019 through Octol)er 31, 2021 . affl lhal v?ill apply lor lhe entire initial le/!fl olsudl Eltrolhnents, is ils follows:

Prodrcl Pric e
Level
Examples lncludc but aro not limitcd to
the lollowirg':
lrr. cr rlrples,rc ud.r u:rl ro s!,u:es ll eill!r lll!Ecttrqln{cialor gov€,orn nt cron.l cfl4rnQi ''OiEi5/inn Eirprp.iqc Onloe 5.!!i.ec ih r.,'lrli€d irr lhe |roiLr.-i lcrlns eith rlre.el rih'€ cl F(-l'i[ lhe l3trteslD, 'll.ru n n?!'lu!r[ty'. Tlru 1o]Lv ol E,,l(,priJe O ture Soiu(jps i! subierl lc cl,e ,4e ar Exl.lndsc O.line S*Nl(e! !t,e r&led urdanad4a! 5eil cr -ariovcJ Iorn llje frrterDrile Dr49rarn c,lcrir](l Exclrsiorr!; anply lo lhc addrlionnl2n/" cJiscounl on Enlcrnrise Onlinc Serviccs as ,oHoy.,s Enterprise Onllne Servlces"
(inchr.lino Full USLS. l:rorn SA
USLS, Add ons a d Slep Ups)
Level D
l"evel I)
minus 2%
tl3rj5 E3 and E5, Enlerprise Mobility I
Secu'ity E3 and E5. Olfice 365 Enl4rpr se
E1 or E3, windorvs 1o Enterfrise E3 or E5
Olnc€ 365 Pro Pltrs, Windo\Ys 10
E0terpllse, Core OAL Suile, Entert)r's9
CAL Suile
Entcrprise Pro(lucts
Ad(litionnl Produc(s Level D
Servar alld fools Prodnct
(appl€s lo Seryer arrd Clotd
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Level D
N1365 F], N1365 E5 Compliance, M365 E5
Sectrity, Ofiicc 365 Errlcrprisc Fl, Projcct
Online. Visio Orrline Plan l or Plan 2
OynaniDs 3ti5, .Azrrre, SOL Serv€r.

Windows Server, etc.

SharePoinl Server. SOL Server Bizlalk
Scrvcr, VisUnl Sl!(lio, Core Infraslr!rtlurc
Suiles, elc.
.^rrtr-': -1,icl'!l1p! v4 0 c1 tvl.c PT.(]F r.F'.,,,'.( ED Enterprise Agreement
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rol o la^o'l sr l.z0z 't raqtua^oN Jatle r0 uo a^rpalla sllrau4lonrl ol saldde )eql lo^al a]r/d orll of,ud pOtuliggslp rO ?fr.rd leUOrlO[/.r.r!l oql lD Jq^rol ol "l Felluue sr atr:rllJlv pr{loruS sn)ls Fuorlourotd /\uu ol r(lddu 1o! saop lr.rrxr:srp aq1 . slrrcLlrllorul
lc,1^o(ra|o uual ll:Illu! aql lo SLrotsoalxa ,1Lre ol AltklB lou saop ltroocslp al1.l. 'luaurlo]u:t aqlro alep o^llaalla i,ql s! Jolcpj alqecrtddB Itu'J arll -rep)o ue ol parldde aq tretl] saa,\ras aurluo asId.ral03 uo F]nrrJstp yozleaolltppe aql r€qlaq^r 6rrluruiratap ul .rDt3P, e lou sr JapJo ue oi rarlddg leql qluor.u lsl ooud aqf oi YM:l'.1,;O-.l..Jr'l/'1.1.3 xlop l'8 pLr6urv Y:l IIIEI {lunoo eEsja^t] ry I
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Enterprrse Agreement State and Local
llDl lor ll5e willr !l,crosoll Rllsiress Agreelrer{ r)r 1,,1!ri)srnl Brlsficss ilriJ Sc,vr(:cs Agriip re.,l This tulacrosofl Eoterpnse Allreernenl ('Agr€jemenl") is entered ilto belween the entities i(entilied on the sigrratlrre form I
Effective date, l'lre e[fective date of lhis AgieeDrent is the earliest elfective date of any Enrollment entered rnto under this Agreernent or lhe date Microsott accepls lhis Agreenrent, whichever is earlier.

This Agreement consists ol (1) these Agreement lerms and condilions, inclLrding any arnendrienls and lhe sigrralure lorm arld all atlachnrer)ts iderrlrlied the[ern, (2) lhe Pro(i',rct Terms applicable to Products licensecl under this Agreernelrl, (3) the Online Services Terms. (4) ar)y Alriliale Enrollmenl enlered into xnder thrs Agreement, an(l (5) any orcler subortled under this AOrcement.

Please note: Doc rnents relerenced in thrs Agreemenl but not attache(l to the signalur€ Form nray be fou nd at !.1!!o./,,\,r'ww rnicrosolt.corn/hcerrsin4/con(racts and are incorpofate(l in lhrs Agreement l)y reference, including the Product Teflns and Use Rights. Tliese documenls may contain additional terms and conditions tor Prodtrcls licensed undet lhis Agreemenl and rnay be changecl lronr lime to tri\'re Customer shorrl(l review such documents caref(lly, bolh at lhe time of signrng arkl peraodically llrerealler, aod lully ur'r(lerstand allteins and conditions applicable to Producls lrcensed Terms and Conditions

1. Definitions.
"Affiliate" rneans
a. wrth regard to CLrstor)1er.
(l) ar)y government agency, delrrtnenl, otfice, instrumerltality, drvasaon, ur)it of other enlrty ol the slate or local govern.rienl lhat is supervised by or is Dart oF Custorner. or vrrich srrpervises Custoorer or ol which Custonrer is a part. or v/hich rs !ndet 60mmon supervisron r,,/ iilt CustOmer:
(ii) any county. borough. commonweallh, cily. m0nicipali[y, lorvn, lownship. specisl purpose distr-rcl, or other similar type ol governmental inslrunrentality established by the laws of Cuslomers state and localed v,/ithin Customer's state iurisdiction and geographic boundaries: and
(iii) any olher entity in Custonre'r's stete expressly aulhorized by the laws of Cuslomels stale lo purchase Lrnder slale cor)tracls; provided that a slate and rls Atliliates shall nol, for pr,uposos o[ this defioition, be consi(le.ed to be Affilaates of the federal governnlenl arrd its Affiliates; and
b. w;th regard 1o Nricrosofl. any letgal entily thal Microsott owns, tl'rat owns Microsoll, or that is under common ownership urilh t icrosofl.
"Custorr]er' means the legalenlily that hos entered inlo lhis Agreemenlwitlr Microsoft "Customer Data" means alldala incltrOing Jll fexf, sound, toltware, image, or video files lhat are provicie(i to lvlicrosoft by. or on behall ot. an Enrolled Affilste and ils Aftiliates through use of Onli.re Services. 'day" mearrs a calendar day, except lor relerences thal specifv "busioess day' 'Enrolled Alliliate'rneans an er)lily, eilher Cuslorner or any one oF Custo els Afiiliates lhal has e[tered lnto an Enrollment under lhis AgreBrnent.
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''Errrollmeot" means lhe docurnenl that an Enrolled Afliliste subnrils under lhis Agreemenl to Flace orders for Fro(lucts
'Enterprise' means an Enrolled Alfiliale and thB Allliates for which il is responsible an(l chooses o its tnrollmenl lo inc[tde i. its enlerprrse.
'Fixes' rnearrs Prodocl frxes, rnoclilications I or enhancements, or their derivalives, thal Microsofl either releases ger)eratly (such as Producl servrce'packs) or proYides lo Cuslomer lo add ress a s0ecific issue. ''License" rnearls (he right to download. instill. access an(l use a Product. For cerlain Products, a Lrcense rnay lre available on a fixed tern't or subscriplion basis ("Subscription License"), Licenses lor Online Services will be col|sidered Subscription Licerrses.
'Nlicrosoft" nreans tl're Microsoft Affiliale that has entered inlo tlris Agreemenl or an Enrollnrent and ils Attiliates. as approf)riale.
"OnIne Services" rreans the Microsoit-hostJcl servkes ide[lified as Online Services in tt]e Prod\Et Terms. "Online Services Te r'rs'nrearls ttre a<lcltiJnal terms that apply to Customefs use of Online Services DUblishe(l on lhc Voluole l-,censrng Srte an(l rrp(lale(l trorr lirne lo tinr6 "Product'means all products ldentified in the Prod\(l Te n!i. s(,cl'r as all Soflware, online Services ancl ollrer well-based services, including pre-release or bela versions. "Producl Terms'nteans lhe (locurnenl lhal piovides infoonation about Microsolt Producls ancl Prolessional Services arailable lhrouglr vokrnre licensing. The ProdLrcl Terms documenl is putrlistreal on lhe Volunre Licensing Site ancj is updaled.frorn trne to time
"SLA" nreans Service LevelAgreernent. lirhiCh speclfies the minin)Lrm seruice level for Online Services an(l ls publishpd on the Volume Licensing Site.
''Software' nleans lice^sed copies oF lllicrosdlt soflware ideDtified on the Producl Terms. Soltware does nol include Online ServiDes, but Sollware nray be fiarrl ol an Online Service ,Sottlvare Assurance" is an ofterinll by Microsoft that provides new version rights afld olher benelits for prodLEts as furlher (iescribed in the ProdtrciTerffs.
'l ra(le Secrel' nreans informalion thal is noi generally knolvn ot.eadily ascerlainable to the public, has economc value as a resLrll, and has been subject to reaso[abl€ sleps Lrnder thc ciriumslances lo mainlain rts secrecy
' use" or "run' means lo copy, install, rrse. access. drsplay, run or olher\trse irt€Iacl. ''Use Rights m€ons lhe use rigl'rls or leflns of service for eaclr Product pllblished on llre Volurre Licensing Sile and updated From lirne lo tirne The Use Rig hts s! persede t he lernrs of any end user license agreement that acconrpanies a Producl. The Use Righl.i far Sofhvare are published by Microsotl ir1 the ProtluDt l enlrs The Use Rights for Orlhne Services are published in the Online Services Terms. ,Vol('nleLicensin!sile,lrlean5@orasuccesSorsile

2. How the Enterprise program works
Ge[eral. 'fhe Enlerpnse pro0rrrn consisls ol the le(ns 6nd coDdilions on which an Enrolle(l Affiliate 'nay ac(luire Product Licenses. Un(ler lhe Enterl)rise program, Cuslonrer and ils Affrltates ln.iy order LiceDses for Prodr,cls by enterng iDto Errrollrnenls Err(}llDrents. The Enterprise prograrn givea CustorDer and,ro. its Atliliates the al)ility to €nler anlo oi]e or more Enrollnrenls lo order Pro(lucts. Subscription Enrollments may be available for some ol lhese Enrol[nents. Nolv/ithslanding any other provision ot this Agreemenl, only Enrolled Affiliates identitied in a'n Enrollmenl rvill be responsihle lor conplying wilh the terns of lhal Enrollnrent. inclDdin(t lhe lerms ol llrs Agreement rncorpor.lted by relererrce in that Enrollnrenl
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LiceDses. The types ol Licenses available are ll) Licenses ohlained u der Sof(!./afe Assurance (L&$A). a d (2) Sr$icri,llion Lrcenses These Liccnse types, as well as addilional License Type6. are further desciibed in lhe Product List.

3. Licenses far Products.

License Grant. [,licrosoft grar)ls ll)e Enlerprise a non-exchtsive, v]orldwide and limited fight to do,.,rnload, install and use soltware Products, and lo access and use the Online Services, each in the quantity ordere(l under an Er)rollment The righls glanled are subject lo lile lerms of lhis Agreenrent, the Use Rights an.l the ProdrJcl Terms. Microsoll reserves all rghts nol expressly granleil in this Agreerhent.

Ouration of Licenses. Subscriplion Licenses and rnost SofLware Assurar'rce rights are ternporary ond expire ,lhen thd applcable Enrollnrent is terminated or expires, uflless the Enrolled Afliliate erercises a buy-oIt option. which is available lor sorlle SUbsclplion Licenses.

Except as otherwise noled ill tl]e applical)le Eflrollmenl ( Use Rights, all other l.icenser becorne perpetual only r,rhen all paynrents lor that License lrave lleen nrade and lhe initial Enrollment lefln has expired.

Al)pIcable Use Righls.
(i) Prod(cts(otherthanOnlirieServlces).'l'heUseRiqhlsineflectorrlheelfectivedateo, the applicable Enrollment ternr r..,/ill apply lo Enterprise's use of the verslon ol each Producl thal is currenl el the time. For luture versionr and new Producls. the Use Rights in effect rvhen those versions and Prodrrcts are firsl released wlll apply Changes Microsoll makes to the Use Rights for a partiiular version will nol apply unless tlre Enrolled Afliliate chooses lo have lhoee changes apply. The Use Rights applicable lD perpeiual Licenses lhal were acqulred rinder a previous agreement or Enrollment are deleflnined tly lhe Agreernent or Enrollment Under whrch they were acquired Reoewal oF Soltware Assurance does rrol clrange which Use Rights apply to lhose Licenses.
{ll) Online Scrvices For Online bervrces. the Use Rights in ef[ect on the subscription siad (late \ryill apply for lhe subscription term as defir]ed in lhe Producl Tern)s Downgra(le rights. Enrolled Afiiliate Inay !,se ar r e arlier ver siot) of a P,odUci other lhall Online Servires than the version lhat is crrrrent on the eflective {lale of th€ Enrollmenl. For Licenses acqurre(l in lhe co.renl Enrolheht term, the Use Rights for lh€ currenl versiorr apply lo lhe use of tlre ea.lier version. lfthe earlier Pro(lucl versiorr includes lealures that are nol in ltre nev/ versror, then the LJse Righls applicahle lo the earlier version apply wiih respect to those fealures.

NevJ Versiorr Rlghts undcr Sollware Assurancc. Entolled A[filiale rnusl order and marntain conlinuous Software Assr,rrance boverage for each License ordered With Soflware Assurance coverage, Erlterprise autornaticailly has the riglrt to use a nelv version of a licensed Product as soon as it is released, even rf EnioLled Affilale chooses r)ol lo rrse tl)e ne\d version immedialely I
li) Except as olherwise Derrnittbd under an Enrollmenl, use ol the new version will besubjecl lo the new veEion's use Riglrts.
(i,) ll the Licerlse lor the earlier vefsion of the Prodrrct is perpetual at lhe lime the new ver$ion is released, the Liceose for the new version will also be perpetual. P€Detoal Lrcenses oblained throLrgh Sofl$a.e Assurance replace any perpelual l-icenses for lhe earlier verslon.

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l-iconse conf irmation. Th{s Agreement the applicsble Enrollment, Enrolled Affiliale s olIler confirnalion, and any doc!mentaltoD evidencing transiers ol perpelual Licenses. logelher v/ilh prool ol lr6yrr)er)1. vill l)e Enrolled nffiliate's evidence af all l-icenses oblaineci !nder .in Enrollnrent
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4 (1. Reorganizations, corlsolidatlons aDd privntizations, li the number o, tice ses covered by an Enrollmenl changes try rnore lhan len t)ercenl as a result of (1i a reorganization, consolidaliorr or privalizatio,i ot ar) entity o. an oDeralirg division, (2) a privalzation ol an Alfiliale or an operating division ol Enrolled Alliliale or anV of its AfFlliates. or (3) a co solidation including a rnerger v,/ilh a third party thal has an existing aqreemenl or Enrollmenl. MicrosDft will lvorl( with Enrolled A(iliate in good faitlr to delernine how to accomrnodate its changed circumstances in lhe cortexl of ihis Agreenr€nt.

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Making copies of Products and re-imaging rights.
a. Gcneral. Errrolled nffiliate rnay nrake as rrany copies ol Producls, as il needs lo distritlute lhem vr'ithirr the EnlerprisB CoPiss mus.l be trtre and complele (inchrding copyright and lradenrark nolices) tronr nraster copies oblained kom a Microsoft approved lulfillnr€nt soUrce Enrolled Affiliale may use a third party to nrake these copies, but Enrolled Afllliate agrees it $/ill be responsible for any third party's actions. Enrolled Afliliste agre es to make reasooable elforls to nolrly rls errployees, agenli. al.ld any olher individuals vrho use tlre Pro(lucts that the Pro(lucts sre licensed lronr Micrbsolt and subjecl to lhe lerms of lhis ngreenrent. b. Copies for t(aining/eval(ration and back-lrD. For all l)roducts olher than Online Services.

Enrolled Affiliate rnay: (1) use (rp to 20 complimer)la,y copies of ani/ licensed Producl ir a dedicated lrairrlng facility on its premises for purposes of training on llrat padicular ProdLrcl, (2) use up 10 10 conlplinlentary copies of any Producls lor a 60-day eva[tation period, and (3) Use elle cornpimenlary copy ot anv licensed Producl for back-up or archival purposes lor each of its dislinct geagraphic locations. Trials for Online Services may be 6vailable if specilied irr lhe Use Righls
Right to re-image, ln certara cases, re-irnagirrg is penralled using the Product media lf the tulicrosolt Producl is licensed ('l) fronr ao original equipment manufacturer (OEM), (2) as a full pa.kaged Pro(luct llrrouolr a relail source. or (3) un(ler arrother lvlicrosoft program, tlten medaa provi(led ur'lder this Agreeoentlrnay generally be used to creale irnages tor use n place ol co|ies provide(l lhrough that separale source. This right is cooditicxral rrpon the follov/ir]g:
(i) Separate Lirenses nrusl be acquired fronr lhe separale source for each Product lhat is reimaged. (ii) The Plodlrct. lanouag€, versron, and componenls of the copies rna(le rnusl be identical lo l)re Pro(luct, langlrage. version, and all cornponents of lhe copies tlley replace an(l the flurrher ol copies or inslances of lhe re-nnaged Product permitled renlains lhe same. (iii) Ercept lor copies ot an opelrating systern and copies ol Products licensed urder anolher i.Iicrosoft program, the Pro(lucl type (e (t.. UPgrade or full License) re-inraged rnusl he identical to the Producl lype license(l lro,n the separale source. (iv) Enrollcd Affihate musl adhere lo any Pr odrct-specrfic processes or reqorremenls for re" imaSing i(lenlilied in lhe Pro(lucl Terms.

Re-imaged Pro(lucts remain subject lo the te,ms arrd use righls ot the License acquire(l fronr the seDarale source This sullsection does nol cre€te or exlend 3ny l\/licrosolt warlanty or support obligatiorl
Transferring and reassigning Licenses.
a. Liccnso t(arsfers. License lrahsters are not per.nillecl, ercepl tlrat C$stomer or an Enro led Alfiliate may lransfer only fully-praid perpelual l-icenses tol (i) an AFliliate, or
(ii) a thircl party solely n colnerlion willr the transfer ol hard!,/are or enrployees lo wholl't lhe Licenses have been assioned as parlof (A) a privalizalio[ of an Atfiliale or agei]cy or ol an !^201{i/1l(US)SLG(El'lct(Nor20 I 0}
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operaling clrvision ol Enlolled Af, lale or an Affiliate. (B) a reorganization or (C) a consqlidation. I
Upon srrch trar]sfer, Cuslorrer'pr Enrolled Alfiliale must uninstall and discontirtlte osirtg the li(:errsed Prodtrcl and render ani copres unusable
b. Notlricatio ll ol LlceDse T rar rstcr. Errrolled nfliliate rnust nolify Microsofl of a Lrcense lransler by cornpleling a license' transfer fornr, which can be oblained fron) hlto://ww/J tlicrosoll.corr/litensirrq/riorlrfl cls and sending lhe con)l)leted loror lo Microsotl llelore tlle LlcensE transfer. No License lransFer lvrll be valid (rnless Enrolleai Atliliale plovrdes lo llre lransFeree, ard lhe transleree accepts ir'r rvliting, documents sufficient io enal)le lhe transferee to ascertair the sr;ope. putpose and limitations of lhe rights grantecl by i/icrosofl under lhe licenses beino transferred (includingthe applicable Use Rights, use and transfer reslriclions. warrarrties and lirnitalions ol liatlility) Any License transler nol rnade irr corrpliance ,r,/ilh this section,,villbe void
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lnternal Assigurrenl ol Licenses and Software Assurarce. Licenses and Software Assurance mr.,st be assigned to a single user or device withi.r the Enterprlse Licenses and Softy/are Assurance may be reassigned within lhe Enlerprlse as desc/ibed rn lhe Use Righls c
6 Term and termination.
a. Ter[r. The lefln of this Agreenrdnl rvill b e 36 lu ll calendar n]onllrs fron.i lhe efFective dale uDless terminaled by erther parly as describeci below. Each Enrolln]ent will l]ave the lelnr provided in lhat Enrollnrenl
b. Termlnatio without caIse. Either party n] ay terminate this Agreen]ent, ,.vilhout caus e, upon 60 days'written rrolice. ln the ei/eol of lernrination, new Enrollmenls vrill not he accented, b t any exisllng Enrollrnent lvill continue tor the tsrm of suEh Enrollmenl arrd will continue to l)e governed by llris Agleernent.
c, Mid-to(D tefinlnatlon for non.hppropriatiorr of Fu[(ls. Enrolled Afhliate nlay terminate thrg ngreemenl or an Enrollnent vrilhout liabilily. Fenalty or ludher obligalion lo rnake payl'lenls if lunds lo rnake paymenls under the Agreement o. Enrollmenl are not approprialed or allocilled by the Enrolled nffiliate for such purpose.
(1. Terminatiorr for cause. Wilhout limiling any olher rernedies it nray have, elther pa.ty rnay ternriDate an Enrollmenl it th€i olh€r party nralerially brEerches ils obliSations under this Agreement, including any obligation lo submrtorders or pay rnvoices. E xcept v',lrere the breach is try ils nature nol culable wilhin 30 days, lhe terrninaling parly rntrsl give the other party 30 days'ootice of its intenl to terminate and an opportunily to cure the breaclr ll Ulicrosofl qrves such nolace lo an Enrolled Affiliale, Microsott also wll give CLtslon'ter a copy o, lhal nolic€ and Cuslonrer adrees to help resolve the breach. lt lhe breach aFlects other Enrollnlenls and cannot be resolved bety,/een Microsoft and Enrolled Affllaale. togelher w(h Customer's help, vJilhin a reasonable period of lime, tulicrosoll may ternrinale this Ag.eement and all Enrollnrenls Under it. ll an Enrolled Affiliale ceases to be Custorner's Alfiliate, it r USt pronrplly noliFy hlicrosof(, and lVlicrosoft nray terminat€ the former Affiliate's Enrollmellt lf arr Enrolled Affiliate lelninates its Eorol[nenl as a result ol a l]reaclt lly Microsolt, or if Microsofl lernrinates an Erlrollmenl because Enrolled Affiliale ceases to be Cuslomels Afiiliale, then Enrolled Afiiliale will ha',/e the e;rly ternrinalion rights desclibed in the Enrollnrenl. e. Early teflnination. lf {1)an Enrolled Afliliate teflninales its Enrolln'}ent as a resull of a breach by Microsofl, or (2) il lricrosoft telminates an Enrollmerrl becalse the Enlolled AFfiliate has ceased to be irn Altiliate ol Cuslorner, or (3) Enrolled Affiliate lernlinates an Enrollmenl foI no)- approfjrialion of funds, or (4) Microsolt lerminales an EilrolInent for norl-payment due lo nonappropriation ol iunds. then lhe Enrolled Affiliate wrlllrave lhe lollowing oplior)s:
(l) lt may irnnrediately pay the iolal renraining amounl due. inchrdiog all insl!llrnenls, i v,/l)ich case. lhe Enrolled Affiliate wrll have perpetual righls lor all Licenses il has ordere{l; or EA?{) | n^ltr( U S):i Lri lef'l L{i [nlD!/20 Ii-1) Patl.r5ofll Dn,rxnern x20 l020il
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{li} lt rray pay only 6mounts due as ol lhe le[mination clate, in whach case lhe Enrolled Afliliate rrill have perpelrral l-iceoses for:
'l) all copies ot Products (lncluding the latest version of Products ordered under SA coverage in llre current terrn) For which paynent has been made in full, and 2) the number of copies of Producls it has ordered (inclrding lhe lalesl ve(sion of Producls ordered under Soflrryare Assurance coverage in crrrrenl lerm) lhal is proportional to lhe totalbf installment frayrrents pai(l versus tolal amounls due (paid and payable) if the early termination hacl not occurred (iii) ln lhe case ot early leflnination under sutrscription EDrollments, Enrolled Affiliale wlll have the following oplons: r
1) For eligible Producls, Eirolled AFfiliate may obtair] perpetual Licenses as describerl in the seclion of lhe Enrollmenl titled "Buy.oul oplron." provided that tulicrosofl leceives the l)(ry-oul order for lhbse Licenscs wilhin 60 days alter Enrolled nffiliale ptovides rrclice of leflninalion.
2) ln lhe eve.t of a b.each t,y Mic(osofl, il Customer cl)ooses nol to exercise a bLly-out aplion. l,4icrosolt will issue Enrolled Aflilaite a credit for any amount paid in advance for Subscnplion Licenses lhat lhe Enterprise wall not be able to use to do lhe !ernlination or lhe Enrollinent.

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Ilothing in this section sltall aflecl perpetual License rights ac(llired eilher in a separale agreern€nl or rn a prlor lerol oF the l€lrrit]aled Entolltner]l Elfect of tcrminatlon or expirailon. \l/herr arr en/ollmerrl expires or is teoninaled, {i) Enrolled AIfiIaie must orderrLicenses for all copies of Pro(lucls il has nrn for which rt has Dol p,eviously subnrilted arr brder Any and all unpaid payments lor any orde. ol any kilrcl rernain due and f,ayable. Excepl as provided ir lhe subsection titled "Early lermination," all unpaid pa!,menls for Licenses immediately become due and paVable, (ii) Enrolled Affrliale's riglrt to Softvare Assurance banelils under lhis Agreement encls iF it does nol renew Soflware Assurance
g. Modlflcatlon or lerminatlon of an Onllne Service tor rcgulatory reasons- fulicrosofi iiray rnodily or leiminale an Online Service L./here lltere is any cLrrrent or iuture governnrenl requirenrent or obl€ation thal; l(l) subiecls tlicrosofl to anv regulataoit or requirenlent not generally applicable lo businesses operaling in lhe jurisdiction; (2) presents a hardslrip for lvlicrosoft lo continLre operating the Online Service wilhout ntodification; a|rd/or (3) causes l acrosoft to believe lhese lerms or the Online Service may contlicl with any suctl requirement or obligation.
ll. Prograrn updates. Ilricrosolt nray n]ake changes lo this Irogram lhal will make it necessary for Cu$lomer and its Erlrolled Aflili6les to er]ler inlo r]ew agreemerlts and Enrollments al lhe time of an Erlrollntent rerEwal
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lJse, ownership, rights, arld restrictions.
a. Prorlllcls. lJrrless olherwrse spectlied in a slpplen]ental agreement use of any Product is governcd by thc Use Rrghls sdecilic to eacl' Pro(i{cl ard version End bv lhe terrns ol lhe applicable supplenrenlal agreenienl.
b. Faxes. Each Frx is licerlsed un(ler the sgnre ternts as lhe Pro(luct lo wlliclr it applies lf a Fix is not provided for o sDecilir: ProdLict. snv use rigltts tulicrosoll provides wilh the Fix \r/ill apply c. Non-[Vlicrosoft sortware sr]d lechnology, Enrolled Affiliale is sol<:lt, responsible tor ar\y nonl\/licrosotl soflware or l€chnology that it inslalls or uses,../ith tlte Prod,Jcts or Fixes {:A 2D l6A(l lLrSlSLClttlG)lNov2L\161 Pa.lc6o,il
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d. Restrictions. Enrolled nffilal€ mrlst hot (and is rror licensed to) (1) reverse engineer, deconrpile, or disassemDle any Producl or Fix. (2) ins{all or use norr-Micrqsofl sollv/are o. technology in any way that would subjecl [,licrasoft s inlelleclual properly or technology lo any olher license l-erms, or (3) work aroLr^(l uny techrrcal |rnilaiions in a P(ocluct or Fix or restrictions in Producl docurnenlation. Custorner must not (and is not licensed toJ () separate and run parrls ol a Paoducl or Fix on firore than one device, upgrade or clorvngracie parts ol a Product or Fix aL di(ferent times, or lransfer porls of a Product or Fix separately: or (ii) dislribute, sLrblicense, re,rt, lease, lBnd ani Prodtrcls or Fi:{es n'r whole Dr i|l Dall, o. use thern tD olll'r lrosting services to a tlrird parly.;
e. Reservatiorr of rights. Produ,;is and Frxes are protected by copyrighl and other intelleclual propeny righls laws and inlerdational treaties. ilicrosofl reserves all rights not expressly granted ifl [his agreemenl. l.lo rights,,villbe granted or rnplied by v.,aiver or esloppel Rigl'lts lo access or use Soltware on a ilevice do not give Cuslomer any righl lo imfilemenl l,ricrosaft l)otenls o/ ollrer tricr()soll intellectual prope{y in lhe clevice ilself or in an,/ olher sollware or devrces
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8. Confidentiality.
''Cor)fider)lial lrrforrnalion' is non-public infornation lhat is desigrrated 'confidenlial" or that a reasonable person sho{rld understan(l is conli(lential, including Custorner Dala. Confidential lrfoflnation does nol inclrrle infor ation thal (a) becomes publicly a,./ailable u/ilhoul a breach ol ihis agree.rent. (b) lhe receivrng pa(y recerved lav/lrrlly frorn anolhsr source withorl a confldenliality obllgalion, (c) is independenlly developed, or (dj is a cornrnenl or suggestion volunteered aboul lhe oihel parly's Dusiness producls or serv ces.
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Each parly v,?illtake reasonable sleps to prolect lhe other's Confidenlial lnfornralion and v,iill use the other porty's Confidential lnformalion only for purpo$es ol the parties btisioess relalionship. Neilher party will disclose lhal Confidenlial lnronnation lo lhird parties, excepl lC} ils employees. Affiliales. colllractors, advisors and cor'\sultants (' R epresenlalives") and then only olr a need-to-kn(lw l)asis under nordisclosrrre ablgalions at leasl as prolective as thrs agreemerlt. Erch pany rernaxls responsible for lhe use ol the Conliclential lnf'lrnatian by its Represenlatives and, in the e,renl of discovery o[ any rrflautl)orized use or cjisclosure, rnust p[omplly notity the other party.

A party nray disclose lhe othe.'s Confidenlral lrrforlnation if required by law; bul only alter it notilies lhe othsr party (if le!,ally pernrissiSle) to enable the other pirrty lg seek a prolectrve orde.

Neither porly rs re(tuired lo restrict work assibnments of its Represenlatives vJho have had access lo Confidential ln[ornrirtion Each party agrees thai the use o, informalion relaiDed in Rep(esentatives' Lrnaided rnenrcries in the devolopment or deployrnent ol lhe parties' respeclive 0roducls or servic€s does not create liabiny under llris Agreen'rer)t or trade secret larv, and each parly agrees lo linrit whal it (liscloses lo tlre otner accordir)glv.

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These obliqalion: apply (i) for Crrslomer Dala rrntrl rl rs (ieleted frorn lhe Oiline Serlr'ices and {ii) for all other ConFidenlial lnformalion. lor a period oI llve years atler a party receives the Confidential lnfornralion.

9. Privacy and compliance iitn u*".
a. Enrolled Affiliate conserrls to the processir'rg ol persoIal in foflnatiDn by Microsoft and ils ageDls to tFcilitale lhe subjecl nEtier'of this Agreemenl, Enrolled Aflilrate r'/ill oblairr all requared consents rrom lhird parties un(ler applicable privacy and (lala prolection lavi befofe providing personal inlofi natiorl lo l,,licroson
b. Personal infolmation collected under this agreernent (i) tnay he lrarlslerred, slored and processed in tlrc United Slates or any olher country in which Microso{t or its service provders maintain lacilities aod (ii) ,r/ill be subiecl lo lhe privacy lerms sFecifie(l in the Use Rights l icrosoft will abide tly lhe requirements oF Europeao Economic AIea and Swiss data proteclior) FA?n 10.1U( ll SlSl (i0itlt ;l(tl' $20 liii . PilteTol ll fh.rtr,ro.r Y?r' 1rr2nq
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law !'egar i'rg the colleclior), use, transler, relention, and olher ptocessirrg of pe(sonal clala frun llre Euronean Ernrromic Aiea and Switzerlirnd.

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U,S. export. Productsand Fixesare sublectloU.S. ei(porljurisdiction. Enrolled At{iliate musl comply with all apPlicallle in,lernational and national la\,,/s, including lhe u.S. Eyporl Adnrrnisiration Reg[latiDns and lnlernattonal Traflrc in nrms Regulations. and end,USe., en(l use and deslination reslricllons issued by U S. and olher goverfrnents relaled to fulicrosofl producls, services and lechnologies

10. Warranties.
a Lirrritecl warranties an(l rernedies.
(i) Software. lvlicrosoll warraAts that each versaon ol the Soth,rare v/ill pedonn s[bstantially as described in lhe applicable Prod(rct docun'rentation lor one year fronr the date the Enterprise is firsl license(l,lor lhat version ll il does nol and lhe Enlerprise nolifies lvlicrosolt $ithin lhe v,/arranty lenr llten tulicrosofl will. at its oplion ('1) return lhe price Enrolled nlfiliate pai.l For the Soitlvare license, or (2) re0air or replace lhe Software (ii) Online Services. lvlicrosoli warrarrts lhat eaclr Olrlrne Service will pedolr in accordance wllh the spplicable SLA clrrring the E lerprise's use. TIle Enlerprise's fentedies For breacl] of ihrs warranty .rre in the SLA.

Tlre refredies abov€ arc lh6 Erlterprise's sole r€tnedies ,ot brEach ol the vralanties in lhis seclion Custorner wirives any br each ol yr'arranty clainrs nol made d uring lhe warranty period b. Excltrsions. The lyarranties in this agreement do not apply lo probletrrs causL.d by accident, abuse, or use r'r a l,t]anner irrcor'tsis(enl with lhis Ag[eernenl, including failure to rneet n]inimum syslem le(luirernents. Theserwananlies (io oot apply to tree, lrial, pre-release, or beti, DroduEls, or to conrponenls of Products that Enrolled AFliliale is permitted to redislribt e. c. Disclaimer. Except for lhe'lirnite(l warranties at)ove, Microsoft provides no other warrarties or condltions atid disclaitns a y other express, intplied, or statutoty y,/arrnnties, including lvarrantles ot quality. litle. non-infringement, nrerchantability, al|d fitness ,or a paflicular purpose.
1 1 . Defense of third party claims.

The parties will d'ltend each other against the third-party clainrs (lescribed in lhis seclion and will pay the an]ouol ol any resulting adverse frnal lndgrient or apFroved settlement, but only if the delending Darty is pronrplly notified in ,,,.rritin.q ol (he claim ancl lias the risht to conlrol tlre defense and any settlernenl of it. The pa(y being deFended nrust provide the deterrding pany rvith all requesled assistance. rnlormalron, and aulhority. The rlefending party 'r'lill reiml)urse the olhe. party for re.3son;ble oul-o[-pockel exf,eoses it incurs ir'r providing assislance This section describes the parties' sole remedies and ent ire liability for such claims a. By Microsoft- Microsolt will defend Enrolled Alfiliale againsl any third-party clainr to lh e extenl il alleges thal a Prod!rct or Fix rnade available by fvlicrosof( for a fee and used wi(hrr\ the $cope o[ tl']e license granled (unmodifie(l from the fornr provrded by Microsolt and nol conlbined wilh aoylhirg else) rrrsappropriates a trade secrel or directly inlringes a patent, copyrighl, lrademark orolher proprielary rightof a third parly. lf Microsoft is uoable to resolve a clairn of infringenrellt under con]rDercially reasonable lerms, il may, at ils option. eilher (.tJ rnodiFy or leplace lhe Pro(lucl o Fix wilh a lunclional equivalent; or 12) ternrinale Enrolled Affiliate's license and relirnd any prepaid licBnse lees (less depreciation on a five-yea., straighlline basis) for perpelual licenses and any amount paid for Online Ser,,/ices for any usage D€riod aller the lenninalion dale l,.4,crosotl r,/rll not be ltable for an y c lahrs or damages dUe to Enrolled Affiliate's contrnued use o[ a Protlucl or Frx alter being nolrfied lo stop due to a third,parly clain']. h. By Enrolled Aftiliate. 'lo lhe exlent permilted by apl)licable law, Enrolled Affiliate !,lill defend i,ilicrosoll agarnst any lhird-pat1y claini lo lhe exlent it alleges that: (1) any Custon]er Data or I
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non-Microsoft sotlware hosted in an Online Service by Microson on Enrolled Affiliale's behall misappropriates a lrade secrel or directly intringes a patent, copyright. lradernai(, or olhet proprielary righl of a thild par1y, or (2) Enrolled Affiliate s Lrse of any Protlttcl or Fix, alone or an combinatior lrilh anylhing else. violales the 1a,.,,/ or damages a lhird parly

12. Limitation of liability,
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For each P.oducl each parly s r)'ra ximunr, a jg re gate Iahrlrty t o the olher uflder llr is Agreerrer]l is I rniled to direcl danlages tinally awarded in ar'r amounl uot lo exceed lhe amoullts Enrolled A,frliate was required to pay for lhe appli.rable Products during lhetlern ot this Ag.eemenl, sulrjecl lo lhe following. a. online Sorvaces. For Onllne Services, l\,I,crosoft's maxirnr.rrn liahilily to Enrolled n ffiliate for any in,iide l givi[g rise tc a clairh will nol exceed llre amount Enrolle(l Alfiliate paid lor lhe Ontine Servtce ctLrrino the 12 months betore the inci(ient. b. Free Products and Distrihutatilo Code, For Producls provicled free of charoe and code that Enrolle(l Alfiliate is aull)orized lo redistrib(le lo lhird parties wllhoul separale paymenl to I\,ticrosolt, Mioosott's lialrility is limited lo direct darnages firally awardecl up lo US55,000. c. Excl.lslons. ln no everrt will either parly lre liable lor ndirect, incidenlal, special. punitive, or consequential damaqes, or fot'loss o, !se, loss of business inlotnalion, loss ol tevenue, ot interruption ot business, howevdr caused or on any theory ol liobility. (1. Exceptioas. No lirnitation or exblusions ,.?rll apply to liability arising o ut of either partys (1) conlidentiality obligations (except for all liability related to Cuslo[']er Data, \4hich wrll remairi subjecl lo the limitalions and exclusions above), (2) dcl'ense obligationsi or (3) violalion of the ollrer party's intelleclual property liohts.

13. Verifying compliance.
a, Right (o vcrify compllarrce. Enrolled Allrliale rnust l(eep recor(ls relating to all use and rlistribulbn of Producls by Enrolled Afliliate and its Affaliales ['liffosofl has the right. at rts expense. to the extenl penrlilted by applicable lav/, lo verily con]pliance v{ith the Froduct's license ternrs. Errrolhd ntfiliath rrl]sl plorrrplly provide lhe independenl auclitot witlr any infornrallon tl're audrlor reasonably reqrrcsls in f(lrtherance ol the verificatior, ircluding sccess to syslems running the Products,and evidence ol Licenses tor Producls Enrolled Affiliale lrostn. sLrblicenses, o. (listribules lo lhrrd parties. Enrolled Affiliale agrees to conlplete Microsofl's selt-audrl process, which lvlicrosofl nray requrre as a,r altelrrative to a lhild party audlt h. Rernedles for non.conrpliance. lf verification or self-aLrdit reveals any unlicensed lrse o, distribution. ther! wilhin 30 days'. {1) Enrolled Afiiliale nrust order sufllcienl Licenses to cover lhal use or rlistrib!tion. and I2) if unlicensed use or (listrbuliorr is soli or rrore. Enlolled A,filiale rnusl reimburse lvlicrosolt for the cost Microsoft has incurred in verification ancl acquire the necessary addrtiorlal licel]ses ai,'t l25\n ot the price l.lrased on the lhen'crrrrenl price list and Enrolled Affiliale price lcvel. Thb unlcensed use percent5ge is based on the lotal r)lrmber of licenses purchssed conrpared td actual install base. lf lhere is no unlrcensed use. fulicaosolt !'rill not subject Enrolled Afliliale lo ianother verifacation for al leasl or]e year. By exercising the rights and proce(lures described above, ft4ic.osofl does not waive ils righls to enlorce this ng[eerner)l or to plolect its intellectual properly by any otlre, n]eaos permiltecl by law. c. Veiification process. Urcrosofl will nolily Enrolled Afliliate al least 30 days tn ad'/ance of its intent to veriFy Enrolled Alfiliate's conrpliance !,,/ith the licellse leflns For lhe Ploducls Enrolled Alfiliate and ils Atfiliates use or distrillute. tulrcrosoFl willengage an independenl audrlo., which vr'ill be subject to.r conlidenlialily obligalion. A,ry xrformatioD collected in the self-audit wlll l)e usecl solely lol purposes of clelerDinirls conlpliancc. Thrs verification will lake place during nor,nal husiness llours and in a manner llEl does not interlcrc unreasonably with E rolled Affiliate s operatiors
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14. Miscellaneous
a. Use ol con tractors. Microeolt riray use contractors to perform seNices, bLrlwrllbe responsible for their pedornrance subi€ct to lh€ lerns of lhis Agreenreol lr. Microsolt as ,rrdependenl coltrr"tol.. The p.rrlies are independent cont.actors En,olle(l nfliliate and Microsott each rnav develop l)roducls independently,,vilhout using tho otheas Conlidenlial lnlonrralion
c. Nolices. Nolices lo l"4rcrosoft nrlstbc senl lo llrc address on (he signalrrre f orn I Notices mirst he in wriling and will be lreated as (lelivered on lhe date sho\,n on the relurn receipl or on the cou.ier or lax conlinnation ol delivery. lrlic(osoft rnay provkie information to Enrolled Affiliate atJoLrl upcomiog ordering deadlines. services, ar)d sullscrjption information rn eleclmrrlc lorm, inclLrding by emajl to contacls provided by Enrolled Aftiliale. Enrails will l)e lrealed as (lelivered on lhe transmission date.
(1. Agrccrncnl not exclusivs. Clrslon]er is free to enter into agre€nrenls lo license. use or promole non-Microsof t products
e. Anle[drnenls. Arry arnenclmerit to lhis A!reemenl m(lst be executed by botlr parlies. except thal l\,licrosofl may clrange lhd Proclucl Terms and lhe Use Righls frorn lirne to tirne h1 accordance \,,,ilh llre teflns ol lhis Agreernenl. Any conflic(i||g terms aod condilions conlained in an Enrolled Afliliate's purchasL oder will not apfjly. Microsofl may require CUsloiner to sign a ne!,r aq.eemenlor an arrencl)rent belore ar Enrolled nfhliate enters inlo an Enrollrnenl undeJ this agreenrenl. r
f. Asslgrrlnent. Eitherparly rnay assrgn lhis Ag.esrnenl 10 an Affilial€. but musl notify the olher pa(y in writing-of the assignnreht. Any olher proposed assignmenl rnusl be approved by t[e non-assiqning pady in writing. Assignrnenl r'llllllql relieve lhe assigning p"rty ol its obligations Under tlre assigned agreement Any attempterl assignment ,,villroLll required apDroval will be void
!r. ADpllcable lawi disp(te resolltio[. TIle lernrs ol this Agreenlenl v,rll be governed hy lhe lav,/s ol Cuslorner's stale. without giving effecl to rts confftct of laws- Displtes relaling to lhis Agreemonl will be subiect lo applicable dispule ,€solulion laws of Custo[)er's stale. h. Sevetability. llany pro,,/rsron rn this agreernenl is held loUe urlenlorceable, tl)e balance of the igreerne,rl !,\,rllremain rn full force.lnd ef'ecl
i. Waiver. Failu.e to enfarce any'lrrovision of tlris agreer]rent will lrot conslilute a warver. Any waiver musl be in \(riting and signecl l)y lhe warving party. j. No thlrd.parly be eflclarles. This ngreement (lDes not cfeale any third.party beneficiary rights.
k. S(rvival. All paovrsions sutuive terminaliorr or expiralion of lhis Agreerreot except those re(luirirlg perfornEnce only during tlre ternr of the ngreement, l. Managemcnt and Ref,ortlng. iustomer and/or Enrolled Afliliale may nranage account details (e.9., contacts orders, Licerlses, sollware doxnloads) on Mkrosoft's Volume Licensiflg Service Cenler
rrcr osoj
('vLsc') web
avtte
site (or strccessor sitei €t
hlt I conr/li ettecli/e date of lhrs A(]reel]renl .c-e!sildse center U pon the axl any Errrollrnenls, lhe contact(s) identified lor lhrs fiurpose ,/ill be provided access 10 this sile and nray sulhorize addrtional users and contacls.
rrr. Order of precedence ln lh e case of a con{licl bel,reen any documents in thrs Agreemenl lhat is nol expressly resolved in lhose docunlenls, their terfi1s will conlrol ar) llre following or(ler Froltr highest lo lowesl priorily: ('1) this Errterl:rise A(lreement, (2) any Enrollment, (3) lhe Procll.lcl Ternls, (4) lhe Online Services Telms, (5) o((lers subn]illed utxlerthis Agreement, and (6) any other docunrents in llris Agreeirenl. Tetms in irn arl]elldtnelll gorlrol over lhe amended docurnenl and any prior ante drnents concerning lhe Same subject maller.

EAr'0 I lt,\'r {U S)SLGaEl.lG)INor20 I (i) P30e l0 ot I I LlL1cumenlX20 !0203
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n. FreeProducts. ll is ftrlicrosofl'S hrtent thal the lernrs ol lhis A0 ree ment a nd the Use Rights be rn corl]plrarEe with all applicable lederal law and regulatiolls. Any free Product providBd to Eorolled Aililale rs for llre sole irse and benefit of rhe Enrolled Alliliale. and is not l)rovided for use lly or personal benefit of anry specific government en]ployee. o. Voluntary Prodtlcl Accessibility Tenlplates. l,rlicrosolt stlppods the goven']r'r'reDl s obligaliDr'l lo p.ovide accessible technologies to its citizens witlr disabililies as required by Section 508 ol lhe Rehabilitation Act ol '1973, aod its stala lavi counlerparls. The Voluntary Prodrrcl Accessil)ilily Tel|rplates ('VPATS') tor llre lJicrosoll techoologies used irr provjdirB tl']e Onlrne Serurces can be found at Microsoft'E VPAT page. Further information regardirrg lvlcrosofl's conrnilmert to accessibility can be found at llltpfhr'..lug,llq9sd].lgl}ElEu9. p. Natoral disaster. hr the evenl of a "natlrr:rl disaster,' lricrosofl rnay provrde addltional assislance or rights by Dostrnq them on lllp:i[{,!4lnricroso{t con) al such lime. q. Copyrighl vlolatio[. ExceFl as set lb(h in tlre secllon above entilled 'Transfering ar]d reassrgnang Lacenses", the Enrolled Afliliate agrees lo t)ay fo. and 6omply,,vith lhe terrns of thr.i Agreenrenl and lhe Use Righls, forlhe Producls ituses. Except totlrB extent Enrolled Alliliale rs licensed urlder llris Agreenli:nl. il lvill be responsible lo[ ils breaclr of lhis conlract and violation ol Microsofl's copyri0hl in lhe Producls, includ ng payrnent Df License fees specilied in lhrs Agreernent lor 0nlicelrsed use.

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fi 'Micrnsoft Volr.rrie I,ic.ensing
supplemental Contact lnformation Forrn
This lollr aDplie$ to: E [,tBsA
lll Agreement
I
Ll Enrollnent,/Af hlrate Registrallon Fofln
lnsert primary errtily name il rnore lhnn one Enrollrnenl/Regislration Fo.nr is submitted
Contact information.

Each party v/ill noiify lhe other in writing if any of the infonnalion in lhe following contact infoflnation page(s) chanqes. The aslerisks (') indicale require(l fields, il lhe entlty cltooses to designale otheI conlacl types, llre sarire required fields rnusl be corhplete(l lor each sectior). By providing contacl inlorn'lalion, enlily consents to its use for purposes of adnrinistering lhe Enrollmenl by lvlicrosofl and othel pa(ies lhat help l,ricrosoft adn'txrisler this Enrollment. The personal inlormation provjdeci in connection with lltis agreer]renl ,.vill be rsed arrd protecle(l aacor(lirrg lo lhe privacy slalenrenl availahle al lrttps iilici. n !!g !l! tajq:-oll.con].

1. Additional notices contact.
'fhis contact teceives all notices tltal are gent from Microsofl No online access is granted to this individual.

Nnrnc ol entity' County of Rrversrde i
Contact nanre': Flrst Regina Last Funderl)urk
Contact erllall address' [email protected]
Slreel ad(lroes'3450 14th Sheet, 4th Floor'
CiLy' Riverside Stalo/Province' California'Postal co(le' 92501-3861 Counlry' USA
Phone'951'955-2265 Fax
D This contacl as a tlrrrcl party (not llre en[ity). \y'/arning: Ihis contacl receives personally iCentifiable informalion of the entjly.

2. Software Assurance manAger.

This contact will receive online permissioh6 lo rnanflge the Sollwa,c Assurafce benetils under tlre Eruollment or Registr alion.

Name of el]tlty' Col lty of Rlvelside
Con(acl narne': Firsl Regina l-ast Fltnderburk
Contact emall add ress' [email protected]
Street address'3450 14th Street.4th Floor,
City'Riverside State,Prov ince' Cali(ornia i Postal code^ 92501-3E61 SlFCorllrcll:1hFo,m(l.lA,l|.|D)(EflG)t(rit?0 I l) l-,roc t df :l Ilris foror can be use(l in combinaliol with NIBSA, Agreerner)1, and Enrolhnent/Registration llowever, a sgparale form musl t)e submrited for each enrollment/reorstralion. \irhen more lhan olre is subnrilled on a signature forrr. For the prrrposes ol Illis form 'entity" can mean lhe signing eotity, Cuslorrier, Enrolied AtfilEte, Goverlfirert Parlner, lrrstit(tron, or olhe/ parly er)lerilg inlo a volurne licensino prograrn agr€gnlent Primary an(l Nolices contacls in this form will nol apply lo enrollmenls or regislrations.

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Collnlry'USA
Phone' 951 -955-2265 Far
fl lhis contact is a third l)arly (not tlle enlity). Warning: Thrs contact receives personally identifiable inforrnaliorl of the entity.

3. Subscriptionsmanager.

This conlacl will assign blsDt!, Expression. and TechNel Plus subscriptiolr licenses to the individual subscfltrers under this Enrollnent or Regislration Assignnrerrt of lhe subscription licenses rs necessary for access to any of lhe online benells, such aE subscriplion downloads. This contacl will also nanage aIy complimentary or additional n']e(lia purclrases related to these subsclptions.

Name of eotity'County of Riverside
Cdntact Ia.ne': First Regirra Lrst Fun(lefburk
Contact emall arldress' RFunderburk@r ivco.orcr
Street a(ldress'3450 14th Slreet.4th Floor
City' Riverside State/Provirlce' California Postal code' 9250l-3861 Country'USA
Phorr€. 951-955-2265 Fax
! This contact is a thircl party (not the eotily) Warning fhis contact receives personally identifiable ir)formation ol the entity

4. Online seruices manager.

This corrtact will be provi(led onlirre perrnissiorrs lo manage the online servicer ordered undef tlre Enrollment or Registralion.

Nallrc ot entity' Counly ot Riverside
Contacl Darnea; First Luis Last Flores
Contact enrail address' [email protected]
Street addr€ss'3450 14llr Slreel,4lh Floor
City' Riverside State/Province' California Poslal code' 92501-3861 Counlry'USA
Phone' 951.955-81 14 Fax
E This contact is a thrrcl parly (l|ol tlre enlily). Wsrning: This conlacl receives personally identiliable information oF the entily.

6. Primary contact informaliotl.

An individual fronl inside tlre organizalion nrusl serve as tlre prinrary contact. This contact reccives online adminislrator permisspns and nray grarlt orlline access to olhers. Tl\is corttacl also receives all nDlices unless ldicrosoFl is provided ',!rillel.l nolice ol a clrange.

Name of ontitv' Countv of Rive16ide
SOC4nleall rloF drn(lJrr. llJOl(l;Nii)iO.lzi) l:l) Pagc 2 or :.1

5. Custorner Support Manager (CSM).

This person is designated as the Custon]er Support l,4anaEer ICSM) for suppon-lelalerl activities Narne ol elltlty'Counly of Riversl(le
Co,rtflct name': First Luis Lasl Flores
Corrtact enrail ad(i ress' [email protected]
Strcct addrcss' 3450 14lh Street, 4th Floor
City'Riverside StatelProvi ce' CaliFornia Postal co(le' 92501.3861 Cou[try'USA
Phofle' 951-955-81'14 Far
Colllact narnc': Firsl Jirn Last Snrith
Coirtact emiil address' jimsmith@r r,/rg.arg
Slrcet address' 3450 14th Street. 4th Floor
City' Riverside State/Provlnce' CA Postal code' 9250'l-3861 Counlry'US
l)holle' 951 -231-5909 Fax

7. Notices contact and online administrator infomation.

This illdivialuil [eceives online adf)inislrDtor lrcrmissions and rir;Jy grant onlir]e access k) olhers. This contacl alsD receives all notices
El Sanrc a.s /rrnary corlaci
Nanre of entity'
Contacl rrarne*; First Last
Contacl errall address.

Strccl a(l(lress'
Clty" State/Province' Postal code"
Country'
Phone' Fax
ll This contacl is a lhird pany (not lhe enlityi. Warningr This conlacl receives personalty identiliable inlorr]lation ol lhe entity.

S{4r:Drrracrtrk,Po.,ll(nrA,tNt),rStl(ilarJd2{,r 3l f_ ine J al 3 lr Microsoft
Program Signature Form
Volume Licensing
M8/6./MBSA number Proposal lD
Agreement number
Noto: Enter the applicablo aclive numb€E associ.ted with the document! bslow. Microsolt tEquilBg lhe associated ac1iv6 number be indicated h€rr. or lbted below as new.

For the purposes of this form,'Customef can mean the signing entity, Enrolled Affiliate, Government Partner, lnstihrtion, or other party entering into a volume licensing program agreement.

This signature form and all contract documents identitied in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below.

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. * indicates required field
fr
DA
Select Plus Agreement x20-04874
<Choose Agreement> Document Number or Code
<Choose Aqreement> Document Number or Code
<Choose Aqreement> Document Number or Code
<Choose Aqreement> Document Number or Code
Select Plus Affiliate Reqistration Form x20-04921
<Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Oocument Number or Code Document Description Oocument Number or Code
Document Description Documenl Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Printod Titl6* Procurement Contract Specialist
Signature Oate' 07 117 12013
I entity nama)* County of Riverside
CO
I
Printed First and Last lnes Mark FOR
Name of E
Signature'
Tax lD 95€000930
ProgramSignForm(MSSignXNA,LatAm)EtBRA,MLI(ENGXOd201 2) Page I of3 Contract Document Number or Code
Customer
BY
Microsoft Licensing, GP
Printed First and Last Name
Printed Title
Signature Dale
(date [4icrosoft Affiliate countersigns)
Signature
Effectivo Date
(may be different than Microsotts signature date)
Microsoft Affiliate
Name of Entity (must be legal entity name)*
Signature.

Printed First and Last Name'
Printed Title"
Signature Date*
Customer
Optional 2'd Customer signature or Outsourcer signature (if applicable) - indicates required field
* indicates required field
lf Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form.

Microsoft Licensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno. Nevada 895 1 1-1 137
USA
Name of Entity (must be legal entity name)'
Signature.

Printed Fi6t and Last Name.

Printed Title.

Signature Date.

ProgramSignForm(MSSign)(l.,lA,LatAm)ExBRA.irL(ENGXOct20l 2) Page 2 ol3 Outsourcer
Prepared By: Name of Preparer
Email of Preparer
ProgramSignFom(MSSign)(NA.LalAm)ExBRA.l\rLl(ENGXOcl201 2) Page 3 of 3 !r Microsoft
Select Plus License Program Agreement State and Local

1. 2.

3. 4.

5. 6.

7. 8.

9. 10.

11. 12.

13. 14.

15. 16.

17. 18.

Defi n ition s-. --. -- -.. 1
3 3
3 I
5 6
6 7
I
I
9 How the Select Plus License program works...

How to establish pice level. ..........

License grant- what Registered Affiliates are licensed to run How to know what Product Use Rights app|y.....,.......

How ao order Product LicensesMaking copies of Products and re-imaging rights. .....

Transferring and reassigning Licenses
Term and termi n ation. -................. -. -... -
How to renew an
Restrictions on use.

Confidenti a1ity. .......

Warranties. ......... ..-.-.....10
Defense of infringement, misappropriation, and third party claims. .........-..-..-...-..-.-..-.............11 Limitation of liability. 12
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 this agreement, (4) any Affiliate registration entered into under this agreement, and (5) any Order submitted under this agreement.

The parties agree to be bound by the terms of this agreement. 1 . Definitions.
ln this agreement the following definitions apply
"Affiliate" means
a. with regard lo Customer
(i) any govemment agency, department, oflice, 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 lype of governmental instrumentality established by the laws of Customer's state and located within Customer's state jurisdiction and geographic boundaries; and
SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2) Page 1 of 16 Document X20"04874
Volume Licensing
Conte nts
Terms and Conditions
(iii) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under state contracts; provided that a slate 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 i4icrosoft, any legal entity that Microsoft owns, that owns Mlcrosoft, or that is under common ownership with Microsoft
"available' means, with respecl to a Product, that Microsoft has made Licenses for that Product available for ordering under a particular licensing program;
"Commercial Product" means any Product [,4icrosoft 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, modiflcations 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. For certain Products, a License may be available on a subscription basis ('Subscription License"). Licenses for Online Services will be considered Subscription Licenses under this agreemont; "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 lhe 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 htto://www.m icrosofl.com/licensino/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-speciflc 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 htto://www.m icrosoft. m/licensinq/contracts or at a successor site.
"Qualifying Contract," means (1)an Enterprise Enrollment under a Microsoft Enterprise Agreement; (2) any Enlerprise 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 regiskation form that has been accepted by Microsoft and has submitted an Order under this a9reement;
"Reselle/' means a large account reseller authorized by i/icrosoft 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.

SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2) Page 2 of 16 Document )(20-04874
"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 Selecf 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 esfabrish 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 Producls 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 "pice" 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 fulflllment 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 olher factors (e.9., 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 lo 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.

SelectPlus20l2AgrGov(US)SLG(ENG)(Oct201 2) Page 3 of 16 Document )C0-04874
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 Microsofl 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 Soltware 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. (iii) 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 Rights.
e. Non-Perpotual Llcenses. Some Products may be licensed on a fixed term or subscription basis. The right to Use Products licensed on a subscription basis terminates upon expiration of the subscription agreement if it is not renewed.
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 varsion 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 type.

How to know what Product Use Rights apply.
a. Product Use Rights. Iilicrosoft publishes Product Use Rights for each version of each Product. The latest version of the Product Use Rights is available at http://www.microsoft.com/licensinq/contracts.
(i) Product Use Rights for current and future versions of Products. The Product Use Rights in effect on the effective date of the agreement will apply to all Registered Affiliates' use of then-current versions of each Product, regardless of the date of the Order. For future versions, the Product Use Rights in effect when those future versions are first released will apply. ln both cases, subsequent changes made by N4icrosoft to the Product Use Rights for a particular version will not apply to Registered Affiliates'use of that version.
(ii) Product Use Rights for earlier versions (downgrade). lf a Registered Affiliate runs an earlier version of a Product than the version that was current on the agreement effective SelectPlus20l 2AgrGov{US)SLG(ENGXOct2012) Page 4 of 16
Document X20-04874
5 date, the Product Use Rights for the version licensed, not lhe version being run, will apply. 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. ln 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.

6. How to order Producf 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 authorized Reseller. The price and payment terms for all Orders will be determined by agreement between Registered Afflliate and its Reseller. When placing orders, a Registered Affiliate must specify the country or countries where the Registered Afriliate will use the Licenses.

Microsoft may refuse to accept an Order if l\ricrosoft 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 rust 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 Afliliate may be eligible to order Software Assurance for copies of certain Producls 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 htto://www. microsoft.com/licensinq/contracts identifies those Products that may be enrolled in Software Assurance and the applicable time frame for placing an Order. (iii) A Registered Afflliate 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. lnformation about Orders, including an electronic confirmation of each Order, will be provided in a password-protected site on the World Wide Web at httos://www.m icroseft.con/licensinq/servicecenter/ or a successor site that will be identified.

Upon Microsoft's acceptance of this agreement, Registered Affiliate's contact identilied for this purpose will be provided access to lhis site.
d. lnvoices 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 may make this election with its Reseller. ln such cases, Microsoft will invoice the Registered 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 receipl of the Order.

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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 djstribute them within its organization. Copies must be true and complete (including copyright and trademark notices), from master copies obtained from a Microsofl approved fulflllment 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.
c. Right to "re-image." ln certain cases, re-imaging is permitted using the volume licensing program Product media. lf the Microsoft Product(s) 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. (iii) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.9., 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 lo 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 reassignrng Lrcenses.
a. License transfars. 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; (ii) 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 SelectPlus20l2AgrGov(US)SLG(ENG)(Oct201 2) Page 6 of 16 Document )O0-04874
7 I
e. Ghanging a Reseller. lf Microsoft or the Reseller chooses to discontinue doing business with one another, Registered Afflliate must choose a replacement Reseller. lf Registered Affiliate or Reseller intends to terminate their relationship, the initiating party must notify lvlicrosoft and the other using a form provided by Microsoft at least g0 days prior to the date on which the change is to take effect.
your state's jurisdiction and geographic boundaries; and (iii) any other entity expressly authorized by the laws of your state to purchase under stale contracts, or (b) an unafflliated 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 afflliates 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/licensinq/contracts and send the completed form to Microsoft before the license transfer. No License transfer will be valid unless Customer provides to the lransferee, 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. lnternal 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 agreement.
(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 latesl version of that operating system, and (2) the Registered AfJiliate removes any desktop operating system upgrades from the original computer.

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 notice. 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 nol otherwise terminated will continue in effect with respect to that Order. c. 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 il if lhe 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. lf Microsoft gives such notice to a Registered Affiliate, l,4icrosoft will give Customer a copy of that notice as well and Customer agrees to assist in attempting to resolve the problem. lf the problem also affects other Affiliate registrations and cannot be resolved between Customer and Microsoft within a reasonable period of time, Microsofl may also terminate this agreement and all other Affiliate registralions 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). lf a Registered Affiliate ceases to be an 9 SelectPlus20l2AgrGov(US)SLG(ENG)(Oct201 2) Page 7 of 16 Document X20-04874
Affiliate of Customer, Customer must promptly notify l\4icrosoft of this fact, and Microsoft may terminate the divested Registered Affiliate's registration. e. Affiliate termination. lf (1) a Registered Afliliate 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) lvlicrosoft 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 perpelual 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) lt 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 2) 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 nol occuned.

Nothing in this section shall affect perpetual License rights acquired either in a separate agreement or in a prior term of the terminated registration. f. 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 lermination of a Registered Affiliate's registration, any and all unpaid payments or any order of any kind, including 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 full.

10. How to renew an Order.

Microsoft will provide prior notice of expiration of any Software Assurance ordered under the agreement advising Cuslomer 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. lf 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 for those copies later without first acquiring L&SA.

Renewing Software Assurance. lf Registered Afflliate is placing an Order for Software Assurance from multiple Select programs or is consolidating multiple previous Enrollments or agreements into this agreement, please complete the multiple previous Enrollment form.

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11. Restricfions 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 provided in the Product Use Rights;
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 Righls, 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 canying 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 lnformation 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 lnformation 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. ln 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. a. What is included. "Confidential lnformation' 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. lt 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 lnformation. lnformation 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 laMully 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 lnformation.
(i) ln general. Subject to the other terms of this agreement, each party agrees:
1) it will not disclose the other's Confldential lnformation to third parties; and 2) it will use and disclose the other's Confidential lnformation only for pueoses of the parties' business relationship with each other.

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Document X20-04874
(ii) Security precautions. Subject to the other terms of this agreement, each parly agrees:
1) to take reasonable steps to protect the other's Confidenlial lnformation - these steps must be at least as protective as those the party takes to protect its own Confidential lnformation;
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 lnformation and prevent further unauthorized use or disclosure of it.
(iii) Sharing Confidential lnformation with Affiliates and reprssentatives. 1) A "Representative" is an employee, contractor, advisor, or consultant of one of the parties or of one of the parties' Affiliates.
2l Each party may disclose the other's confidential information to its Representatives (who may then disclose that Confidential lnformation 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:

A. ensure that Afflliates and Representatives are required to protect the Confidential lnformation on terms consistent with this agreemenl; and B. accept responsibility for each Representative's use of Confidential lnformation. 3) Neither party is required to restrict work assignments of Representatives who have had access to Confidential lnformation. 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 lnformation if required to by law. Each party may disclose the other's Confidential lnformation if required to comply with a court order or other governmenl demand that has the force of law. Before doing so, each party musl 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 lnformation obligations. Except as permitted above, neither party will use or disclose the otheis Confidential lnformation 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 documenlation; 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; SelectPlus20l2AgrGov(US)SLG(ENGXOcU012) Page 10 of 16
Document X20-04474
(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 matier of law last for one year from the start of the limited warranty; (ii) the limited warranly 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 Microsoff'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. lf Microsoft fails to meel any of the above limited warranties and Cuslomer 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. DlSCLAli,lER 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 QUALIW, TITLE, OR NON.

INFRINGEMENT. THESE DISCLAIMERS WLL APPLY UNLESS APPLICABLE LAW OOES NOT PERMIT THEM.

Defense of infringement, misappropriation, and third par$ claims. a. Microsoft's agreement to protect. l,4icrosoft will defend Enrolled Affiliate against any claims made by an unafrlliated 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 unlaMul use of its Trade Secret. Microsoft will also pay the amount of any resulting adverse final .tudgment (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 Afflliate 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;

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(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 cosls 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 Customeis behalf infringes the third party's patent, copyright, or trademark or makes unlaMul use of its Trade Secret;or
(ii) Arises from violation of the Acceptable use Policy, which is described in the Product Use Rights.

Customer will be responsible for the amount of any resulting adverse final judgment (or settlement to which it consents). This Section provides Microsoft's exclusive remedy for these claims.
d. Rights and remedies in case of possible infringement or misappropriation. (i) Microsoft's offerings. lf Microsoft reasonably believes that a Product or Fix may infringe or misappropriate a third-party's intellectual property rights, lvlicrosoft 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 Affiliate to discontinue use of the prior version, which Enrolled Affiliate must do immediately. lf the foregoing options are not commercially reasonable for Microsoft, or if required by a valid .iudicial or government order, l\4icrosoft may terminate Enrolled Affiliate's license or access rights in the Product or Fix. ln 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 Afflliate has paid in advance for unused Online Services).
(ii) Customer Data or use of non-Microsoft software with Online Services. lf 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. lf Enrolled Affiliate fails to do so within a reasonable period of time, Microsoft may suspend or terminate the Online Service to which lhe 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 Conlractors arising under this agreement is limited to direct damages up to (1) for Products other than Online Servjces, the amount Customer paid for the Product giving rise to that liability and (2) for Online Services, the amount Customer was required to pay for the Online Service giving rise to that liability during the prior 12 months. ln 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.

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$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 prio|l2 months; (iv) liability for personal injury or death caused by either party's negligence, or that of its employees or agents, or for fraudulent m isrepresentation; and (v) violation by either party of the other party's intellectual property rights. b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTEO 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 "OEFENSE 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.

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16. Verifyingcompliance.
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 cuslomer at least 30 days' notice of its intent to verify compliance. i/icrosoft will engage an independent auditor, which will be subject to a confidentiality obligation. 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, l/icrosoft 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. lf verification or self-audit reveals any unlicensed use, Customer must within 30 days order sufficient licenses to cover its use. lf there is no unlicensed use, Microsoft will not undertake another veriflcation of the same Customer for at leasl one year. By exercising the rights and procedures described above, l\4icrosoft 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-lvlicrosoft 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 terms governing Enrolls use of non-Microsoft software or technology. Without limiting the foregoing, non-Microsofl software or scripts 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 l\ilicrosoft.
b. lf 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 softlvare or technology in the Products or Fixes, through its actions (e.9., through Registered Affiliate's use of application programming interfaces and other technical means that are part of the Online Services). Microsoft will not run or make any copies of such non-Microsoft softvvare or technology outside of its relationship with Registered Afflliate. c. lf Registered Affiliate installs or uses any non-Microsoft software or technology with the Products or Fix, it may not do so in any way that would subject Microsoft's intellectual 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 agreement must be sent by regular or overnight mail, express courier, or fax to the addresses and numbers listed in this agreement. Notices will be treated as delivered on the date shown on the return recei or on the courier or fax confirmation of delivety b. Assignment. Either party may assign this agreement to an Affiliate only. Assignment will not relieve the assigning party of ils obligations under lhe assigned agreement. lf either party assigns this agreement, it must notify the other party of the assignment in writing. c. Subcontractors. Microsoft may use contraclors to perform Services and support Online Services. Microsoft will be responsible for their performance subject to the terms of this agreement.
d. Severability. lf 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.

SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2012) Page 14 of '16 Document X20-04874
Microsofl Corporation
Legal and Corporate Affairs
Volume Licensing Group
One Microsoft Way
Redmond, WA 98052
USA
Via Facsimile:(425) 936-7329
Gopies should be sent to:
f. Applicable law; dispute resolution. The terms of this agreement will be govemed 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. ln 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. j. No transfer of ownership. Microsofl does not transfer any ownership rights in any licensed Product. lvlicrosoft reserves all rights not specifically granted. The Products are protected by copyright and other intellectual property rights laws and intemational treaties. k. Free ProducE, lt 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 govemment employee. l. 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 N4icrosoft. n. Privacy and Security. Microsoft and Enrolled Affiliate will each comply with all applicable privacy 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 lhis 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 Affiliate provides in connection with this agreement will be processed according to the privacy slatement available at htlps/tryutv,!!crosoft. com/licensinq/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 SelectPlus20l 2AgrGov(US)SLG(ENGXOct201 2) Page 15 of 16 Document )O0-04874
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 delails are in the Product use rights. o. Natural disasters. ln the event of a "natural disaster", Microsoft may provide additional assistance or rights by posting on htto://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 iurasdiction. Products and Fixes are subject to U.S. export .iurisdiction.

Customer will comply with all U.S. Export Administration Regulations and lnternational Traffic in Arms Regulation requirements as well as all end-user, end-use, and destination restrictions issued by lhe U.S. and other governments applicable to this agreement. For additional information, see htto://www.microsoft.com/exoortino.

SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2) Page 16 of 16 Document X20-04874
Micrdsoft Licensing, GP Document Summary Form
' This is for informational purposes only'
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Doc Tvpe: Signature Form
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Country: United States

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This signature form and all contract documents identified in the tabte b€lo\ry are entered into between the Customer and the Microsoft Affiliate signing, as ol the effective date identified below.

By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have receivad, read and understand -lhe 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. " indicates required fielc! r\11
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<Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code <Choose En rollmenURegistration> Document N urirber oiCae <Choose EnrollmenURegistration> Ddcument Number or Code Document Description Document Number or Code
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Hawthorne City CouncilDecember 10, 2024

Hawthorne City Council
December 10, 2024