Agenda packet, regular meeting — Hawthorne City Council, December 10, 2024 (part 7 of 8)

Document )(20-04874
Transferring and raassigning Licenses.......,.............

Tem and termination.......................

How to renew an Ordet.............,.....

Restrictions on use..........,..............

Confidentiality.

Warranties..........

1. Definitions.
ln this agreement the following definitions apply:
.Affiliate" means
a. with regard lo Customer
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(iii) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under slate contracts; provided that a state and ils Afiiliates shall not, for purposes of this derinition, be considered to be Affiliales of the federal government and its Affiliates; and
b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft
"available' means, with respect to a Product, that Microsoft has made Licenses tor that Product available for ordering under a parlicular licensing program;
"Commercial Product" means any Product Microsoft makes available for license for a fee; "Contractor" means any third party supplier or other provider of computer technology or related services. "Customer' means the entity that has entered into this agreement and its Affiliates; "Cuslomer Data' means all data, including all text, sound, software,or image files that are provided to Microsoft by, or on behalf of, Customer through Customer's use of the Online Services. "Fixes" means Product fixes, modifications or enhancements or their derivatives that Microsoft releases generally (such as Commercial Product service packs);
"License" means Registered Affiliate's right to use the quantity of a Product ordered. 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 entered into this agreement by accepting Customer's registration;
.Order' means the document Customer or Customef s Affiliate submits under this agreement to acquire Licenses or Services;
'Online Services" means the Microsoft-hosted services identified in the Online Services section of the Product List.
'Product" means all software, Online Services and other web-based services, including pre-release or beta versions, identified on the Product List.
'Product List" means, with respect to any licensing program, the statement published by Microsoft from time to time on the World Wide Web at htto://www. microsoft.com/licensi nolcontracts 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 Producfspecific 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.microsoft.com/licensino/contracts or at a 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 Subscription Agreement, or a Select Agreement.
'Registered Affiliate" means an entity, either Customer or any one of Customer's Affiliates, identified on an affiliate registration form that has been accepted by Microsoft and has submitted an Order under this agreement;
"Reseller" means a large account reseller authorized by Microsofl to resell Licenses in a Registered Affiliate's region under this program;
'Service Level Agreement" means the document specifying the standards Microsoft agrees to adhere to and by which it measures the level of service for an Online Service.

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"Software Assurance" means an annuity offering that provides new version rights and other benefits for Products as described in the Product List;
"Trade Secret' means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances lo maintain its secrecy.
"use" or "run" means to copy, install, use, access, display, run or otherwise interact.

2. How the Select Plus License program works.

The Select Plus License program allows Registered Affiliates to acquire Licenses at discount pricing.

Customer and Customer's Affiliates can participate in this program if Customer or Customer's Affiliate (1) submits an Order meeting the initial minimum order quantity, (2) maintains at least one active Oualifying 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 ils Licenses through its chosen Reseller. Orders will be made out to and submitted to the Registered Atfiliate'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 Atfiliate'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 oftering 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 Amliates under this agreement. Throughout the term of this agreement, the Customer's price level for each Product and its associated Pool (Applications, Systems and Servers) will be level "D." Customer does not need to acquire Products in all pools. The price Microsoft will invoice Reseller will be basedon Customer's price level for the pool ofthe Product ord ercd. Throughout this agreemenl the term "pice" refers to reference pice.

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

Registered Affiliates have the rights below once their registration is accepted by Microsofl. These rights apply to the Licenses obtained under this agreement and are not related to any order of, or fulfillment of, software media.

The ability to run current or later versions of a Product licensed under this agreement could be affected by minimum system requirements or other factors (e.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 to any of its Affiliates, but Affiliates may not sublicense these rights and their use must be consislent with the License terms contained in this agreement. 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 Affiliale has paid for that License in full and Microsoft has collected such paymenl. Thereafter, Registered Affiliate will have a perpetual License to run the number of copies ordered in the version ordered. (ii) LESA or Software Assurance. Registered Affiliate's right to run copies of any Product for which it orders L&SA or Sottware 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 agreemenl.

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 lermination (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-Pcrpstual 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 Regislered Affiliate's Order confirmation, and any documentation evidencing transfers of Licenses, together with proof of payment, will be the Registered Affiliate's evidence of all Licenses obtained under its Order as described in this agreement.
g. Prior version rights. A Registered Affiliate may run prior versions of any Product it Licenses under this agreement. A Registered Affiliate may run different language versions of any Product it Licenses under this agreement, provided that the License, L&SA, or Software Assurance for that different language version is available al the 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. i,4icrosoft publishes Product Use Rights for each version of each Product. The latest version of the Product Use Righls is available at http://www. m icrosoft.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 fulure versions are lirst 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 Uss Rights for earlier versions (downgrade). lf a Registered Affiliate runs an earlier version of a Product than the version that was cunent on the agreement effective SelectPlus20l 2Agrcov(US)SLG(ENGXOct2012) Page 4 of 16
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5 date, 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. 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,
How to order Producf Lrcenses.
a. Placing Orders. Registered Affiliate may purchase Licenses and Online Services Microsoft makes available under this program by placing Orders with Registered Atfiliate'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 counlries where lhe Registered Affiliate will use the Licenses.

Microsoft may refuse to accept an Order if Microsoft has a business reason to do so. l\,4icrosofl may change the Products and subscription services available under this program. b. When is the Registered Affiliate eligible to order just Software Assurance? A Registered Affiliate may order Software Assurance for copies of a Product, without the need to simultaneously order a new License for those copies, in each of the following circumstances:
(i) Registered Affiliate may order Software Assurance for copies of Producls for which the Registered Affiliate has previously obtained perpetual Licenses through Upgrade Advantage, Software Assurance, or any similar upgrade protection, so long as the Order for Software Assurance under this Agreement becomes effective no later than one day following the expiration of that upgrade protection, and (2) Registered Affiliate submits an order for another term of Software Assurance for those Licenses prior to or at the expiration of the previous term.
(ii) During the term of the Agreement (including any renewal term), a Registered Affiliate may be eligible to order Software Assurance for copies of certain Products licensed through retail sources or from an original equipment manufacturer ('OEM"), provided that the Registered Affiliate places its Order within the required time frame. The Product List at hllo://www. rn icrosolt.com/licensina/conlracts 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 il 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. microsoft.com/licensino/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.
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, Nricrosofl 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 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. 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 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 lake effect.

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 diskibute them within its organization. Copies must be true and complete (including copyright and trademark notices), from master copies obtained from a Microsoft approved fulfillment source. The Registered Afiiliate 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 etforts 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 transfened subject to the terms of this agreement. b. Copies for training, evaluation, and back-up. The Registered Affiliate may (1) use up lo 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 ".e-image." ln certain cases, re-imaging is permitted using the volume licensing program Product media. lf the Microsoft Product(s) is licensed ( l ) 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 lhe copies made must be idenlical 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 Microsofl program, the Product type (e.9., upgrade or full License) must be identical to the Product type from the separate source.
(iv) Any Producfspecific requirements for re-imaging identified in the Product List. (v) Re-images made under this subsection remain subjecl to the terms and use rights provided with the License from the separate source. This subsection does not create or extend any warranty or support obligation.

Transferring and reassigning Licenses.
a. License transfers. License lransfers are not permitted, except that Customer may transfer fully-paid perpetual licenses to:

Transferring Licenses to third parties. You may transfer Iully-paid perpetual Licenses:
(i) if you are an agency of a state or local govemment to: (a) any other govemment agency, department, instrumentality, division, unit or other 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 SelectPlus20l2AgrGov(US)SLG(ENGXOct2012) Page 6 of 16
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your state's .iurisdiction and geographic boundaries; and (iii) any other entity expressly authorized by the laws of your state to purchase under state contracts, or (b) an unaffiliated third party in connection with a privatization of an af{iliate 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 nolice form, which can be obtained from http://www. microsoft.com/ljqenglldp9ltrcelg and send the completed form to Microsofl before the license transfer. No License transfer will be valid unless Cuslomer provides to the transferee, and the transferee accepts in writing, the applicable Product Use Rights, use restrictions, limitations of liability (including exclusions and warranty provisions), and the transfer restrictions described in lhis 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 Producls other than the desktop operating system upgrade, Registered Affiliate may internally reassign Licenses to an Affiliate. However, Registered Affiliate may nol reassign Licenses on a short-term basis (90 days or less), or reassign Software Assurance or other upgrade coverage separately from the underlying License, excepl 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 lo run lhe latest version of that operating system, and (2) the Registered Affiliate removes any desktop operating system upgrades from the original computer.

Term and termination.
a. Term. This agreemenl 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 terminale either party's and its Registered Atfiliates' ability to place Orders under this agreement. Such termination will not aflect any Orders not otherwise terminated, and any terms of this agreement applicable to any Orders not otherwise terminated will continue in effect with respect to that Order. c. Mid-term termination for non-appropriation of Funds. Enrolled Affiliate may terminate this agreemeni or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for breach. Either party to an Order may terminate it if the other party materially breaches its obligations under this agreement, including any obligation to pay amounls 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, lvlicrosoft 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 Afflliate registrations and cannot be resolved between Customer and Microsofl within a reasonable period of time, Microsoft may also terminate this agreement and all other Affiliate registrations under it, unless the basis for termination of the registration is non-appropriation of funds to the registered affiliate, in which event Microsoft may only terminate the affected registration(s). lf a Registered Affiliate ceases to be an SelectPlus20l 2AgrGov(US)SLG(ENG)(Oc12012) Page 7 of 16 Documeht )(20-04874
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Affiliate of Customer, Customer must promptly notify Microsoft of this fact, and Microsoft may terminate the divested Registered Affiliate's registration. e, Affiliate termination. 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 funds, or (4) Microsoft terminates a registration for non-payment due to non-appropriation of funds,, then the Registered Afflliate will have the following options with regard to any Orders it has under the agreement:
(i) For Licenses available on a perpetual basis, it may immediately pay the total remaining amount due, including all installments, in which case the Registered Affiliate will have perpetual Licenses for all copies of the Products it has ordered, or (ii) 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 not occurred.

Nothing in this section shall affect perpetual License rights acquired either in a separate agreement or in a prior term of the terminated registration. f. Effect of terminatlon. 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 il has nol previously submitted an Order. Except for the options provided above in the event of termination of a Registered Afflliate'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 lhe agreement advising Customer of its Software Assurance renewal options, Microsoft may make a change to this program that will make il necessary for Customer lo enter into a new agreement to renew Software Assurance.

To maintain Software Assurance coverage for any copies previously ordered under this agreement, Registered Afriliate 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 lo place another Order for Software Assurance and it otherwise allows Software Assurance for any copies of any Products licensed lo lapse, then the Registered Affiliate will not be permitted to order Software Assurance for those copies later without lirst 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 agreemenls into lhis 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, renl, 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 canying 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, 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 Microsofl 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 lhis agreement; (ii) was lalvfully known to the receiver of the information without an obligation to keep it confidential;
(iii) is received from another source who can disclose it lawfully and without an obligation to keep il 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 g6neral. 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 purposes of the parties' business relationship with each other.

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(ii) Security precautions. Subject to lhe 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 protect 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 lntormation with Affiliates and representatives. 1) A 'Representative' is an employee, contractor, advisor, or consullant of one of the parties or of one of the parties' Atfiliates.
2) Each party may disclose the other's confidential information to its Representatives (who may then disclose that Confidential lnformation to other of lhat 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:

13. Warranties.
a. Limited warranty. Microsoft warrants lhat:
(i) Online Services will perform in accordance with lhe applicable Service Level Agreement; (ii) Products other than Online Services will perform substantially as described in the applicable Microsoft user documentation; and
b. Limited warranly 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; SelectPlus20l 2AgrGov(US)SLG(ENGXOcl201 2) Page 't 0 of 16 Document X20-04874
(ii) Products other than Online Services is one year lrom the date Customer rirst uses the Producl: 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;
(iiD 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. Romedies for breach of limited warranty. lf Microsoft fails to meet any of the above limited warranties and Cuslomer notifies Microsoft within the warranly term, then Microsoft will:
(il 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.

14. Defense of infringement, misappropriation, and third party claims. a. Microsoft's agreement to protect. Microsoft will defend Enrolled Affiliate against any claims made by an unaffiliated third party that any Product or Fix that is made available by Microsoft for a fee infringes that party's patent, copyright, or trademark or makes unlaMul use of its Trade Secret. Microsoft will also pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents). This section provides Enrolled Affiliate's exclusive remedy for lhese claims.
b. Limitations on defense obligation. Microsofl'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 Afflliate 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; SelectPlus20l 2AgrGov(US)SLG(ENGXOct2012) Page 't 1 of 16 Document )Q0-04874
(iv) Enrolled Affiliate's use of a Product or Fix afler Microsoft identifies Enrolled Affiliate to discontinue that use due to a third party claim.

To the extent permitted by applicable law, Enrolled Affiliate will be responsible Microsoft for any costs or damages that result from any of the above actions. c. Enrolled Affiliate's agreemant to protect. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft and its Affiliates against any claims made by an unafflliated third party that:
(i) any Customer Data or non-Microsoft software Microsoft hosts on Customer's behalf infringes the third parly'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 remsdies 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, Microsoft will seek to: ('l ) 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 judicial or government order, Microsoft may terminale Enrolled Affiliate's license or access rights in the Product or Fix. ln such a case, Microsoft will provide Enrolled Affiliate with nolice and refund any amounts Enrolled Affiliate has paid for those rights to the Producl or Fix (or for Online Services, any amount Enrolled Afiiliate 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 softlvare or technology used by Enrolled Affiliate the Online Services violates their inlellectual 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 terminale the Online Service to which the Customer Data or non-Microsoft software relales.
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 Afliliate 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 proteclion 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 permifted by applicable law, the liability of each party, its Affiliates, and ils Contractors arising under this agreement is limited to direct damages up to (1)for Producls other than Online Services, the amount Customer paid for the Product giving rise to that liability and (2) for Online Services, the amount Cuslomer 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.

SelectPlus20l 2AgrGov(US)SLG(ENGXOcl201 2) Page 12 of 16 Document )O0-04874
$5,000. These limitations apply regardless o, 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 ils agenls, and awarded by a court of final adjudication (provided that, in jurisdictions that do not recognize a legal distinction between "gross negligence" and "negligence,' "gross negligence" as used in this subsection shall mean "recklessness');
(iii) liabilities arising out of any breach by either party of its obligations under the section entitled "Confidentiality", except that Microsoft's liability arising out of or in relation to Customer Data shall in all cases be limited to the amount Customer paid for the Online Service giving rise to that liability during the prior 12 months; (iv) liability for personal injury or death caused by either party's negligence, or that of its employees or agents, or for fraudulent misrepresentation; and (v) violation by either party of the other party's intellectual property rights. b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE

LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS AFFILIATES, OR CONTRACTORS, 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

CONFIDENTIALITY OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION RELATES TO CUSTOMER DATA), THE OTHER PARTY'S INTELLECTUAL PROPERry

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 againsl the other's Affiliates or Contractors in respect of any matter disclaimed on their behalf in this agreement. Each party will indemnify the other in the event of any breach of this provision.

16. Verifying compliance.
a. Right to verify compliance. Customer must keep records relating to the Products it and its Affiliates use or distribute. Microsoft has the right, to the extent permitted by applicable law, to verify compliance with the license terms for the Products, al 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 confldentiality 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 independenl 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 diskibutes 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 Affiliates use or dislribute. 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 SeleclPlus201 2AgrGov(US)SLG(ENGXOct20l 2) Page 13 of 16 Document )(20-04874
unlicensed use, Microsoft will not undertake another verification of the same Customer for al least one year. By exercising the rights and procedures described above, Microsoft does nol waive its rights to enforce lhis agreement or to protect its intellectual property by any other means permitted by law,

18. Miscellaneous.
a. Notices to Microsoft. Notices, authorizations, and requests in connection with this agreement must be senl 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 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 not relieve the assigning party of its obligations under the assigned agreement. lf either party assigns this agreement, it must nolify 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 lhe 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.

Selec1Plus201 2AgrGov(US )SLG(ENGXOcl201 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

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-Microsofl software or technology. Without limiting the foregoing, non-Microsoft software or scripts linked to or referenced from any Product website, are licensed to Registered Afliliate under the open source licenses used by the third parties lhat own such code, not by Microsoft.
b. lf Registered Affiliate installs or uses any non-Microsoft soflware 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-Microsofl software or lechnology 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.

Copies should be sent to:
f. Applicable lawi dispute resolution. The terms of this agreemenl will be governed by the laws of Registered Affiliate's state, without giving effect to its conflict of laws. Disputes relaling to this agreement will be subject to applicable dispute resolution laws of Registered Affiliate's state.
g. This agreement is not exclusive. Cuslomer 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 agreemenl concerning the subjecl 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 lhe following order: (1) these terms and conditions and the accompanying signalure 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 veriflcation, open source license restrictions, obligations on termination or expiration and the other provisions in this section entitled 'Miscellaneous' will survive lermination or expiration of this agreement and of any agreement in which they are incorporated. j. No transfer of ownership. Microsoft does not transfer any ownership rights in any licensed Product. Microsoft reserves all rights not specifically granted. The Products are protected by copyright and other intellectual property rights laws and intemational trealies. k. Free Products, lt is Microsoft's intent that the terms of this agreement and tho 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 benetit of the Registered Atfiliate, and is not provided for use by or personal benelit 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. Resetlers and other third parties cannot bind Microsoft. Resellers and other third parties do nol 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, l\,4icrosoft is not responsible for compliance with any laws applicable to Enrolled Affiliate or Enrolled Affiliate's industry that are not aiso generally applicabie to information technology services providers. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement. Enrolled Affiliate may choose to provide personal information lo Microsoft on behalf of third parties (including Enrolled Affiliate's contacts, resellers, distributors, adminislrators, 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 informalion lo Microsoft.

The personal information Enrolled Affiliate provides in conneclion with this agreement will be processed according to the privacy statement available at https://www.m icrosofl.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 olher country in which Microsofl or its service providers maintain facilities. By using the Products or Services, Customer consents to the foregoing. i,4icrosoft abides by the EU Safe Harbor and the Swiss Safe Harbor frameworks as set forth by the U.S. Department of Commerce SelectPlus20l2AgrGov(US)SLG(ENGXOct20l 2) Page 15 of 16 Document )eG04874
Selec1Plus201 2Ag.Gov(US)SLG(ENG )(Ocl20 1 2) Page 16 of 16 Document )OGo4874
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 htto:i/www.m icrosoft.com at such time. p. Copyright violation. Except as set forth in section above entitled "Transferring and reassigning Licenses", the Registered Affiliate agrees to pay for, and comply with the terms of this agreement and the Product Use Rights, for the Products it uses. Except to the extent Registered Affiliate is licensed under this agreement, it will be responsible for its breach of this contract and violation of Microsoft's copyright in the Products, including payment of License fees specified in this agreement for unlicensed use. q. U.S. export jurisdiction. Products and Fixes are subject to U.S. export jurisdiction.

Customer will comply with all U.S. Export Administralion Regulations and lnternational Traffic in Arms Regulation requirements as well as all end-user, end-use, and destination reslrictions issued by the U.S. and other governments applicable to this agreemenl. For additional information, see @.

Micrdsoft Licensing, GP Document Summary Form
' This is for informational purposes only *
MSE#:
(MSLr
Tracking
Number)
3-0000003183189
Signature Form
Do not modify the formatting or spacing of this Form above this text Subsidiarv:

Country:

Accol.lnt Manaoer Name / Alias:

United States
LAR/LAD/ESA:

Dell Inc.
tilril ProoramNersio
SLP SLG 2012
(lvlsll Scanning Code)
ACCOUNT: County of Riverside 4
Outsourcer Name:

Business Agreement Number:

Master Agreement Number 7756479
Agreement Number: 7657738
Purchase Order Number:
comments:
7 12312013 2102:23 PM 10/1212005
Doc Tvpe:

Last Saved by Quinn Greenly
Revision 3.9
!! ruicrosoft
Program Signature Form
MBey'MBSA number Proposal lD
Agreement numb€r 115bc117
Noto: E.,ter the appticable sdiw numb€6 assochled wlth the doqrm€nts below. Microsoft Equires the associatsd adiv€ number be indiceted herB, or lbt€d balow e3 ne\r.

For the purposes of his form, 'Cuslome/ can mean the signing entity, Enrolled Affiliate, Govemment Partner, lnstitution, or other party entering into a volume licensing program agreement.

This signature form and all contract documents identified in the table b€low are entered into between the Customer and the Microsoft Affiliat€ signing, as of the effec.tivo date identified below.

By aigning below, Custrcmer and the Microsoft Affiliate agree that both pa(ies (1) have received, read and understand'lhe above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to b€ bound by the terms of all such documents. " indicates roquired field
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<Choose EnrollmenURegistiation> Document Numfier or Cdde <Choose EnroilmenURegistration> Document Number or Code <Choose EnrollmenUReg isfation> Document Nurhlbr or Code <Choose EnrollmenURegistration> Ddcument Number or Code Document Description Document Number or Code
Document Description Document Number or Gode
Documenl Doscription Document Number or Code
Docgm6nt Description Document Number or Code
Document. Description Document Number or Code
Number or Code
Prlnted Title' Procurement Contract Specialist
signaturc Date. 07 t17 12013
entity name)' County of Riverside
Printed Flrst and Last ' lnes Mark
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Volume Licensing
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Mlcrosofr Lhsnsing, cP
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(may bo dtfig.ent than Micrcso{ts rlrnatuts date) l,l,,-r M icrosoft Affiliate
optlonal 2d Customer slgnature ot outBourcet slgnaqlrc (]f applicablo) " indicates raq@d tield
' indicates required tield
lf Customer requires physical media, additional contacts, or ls reporting multiple previous Enrollments, include the appropriate form(s) with this slgnalure form.

After this signature form is signed by lhe Customer, send it and the Contract Documents to Custome/s "-t'"nn"t
p"in"r or Microsoft iccouni manager, who must submit them to the following address. When tnJsignature torm is fully executed by Microaoft, Customer will receive a confirmation oopy' M lcrosott Llcqnsing, GP
Dept. 55'1, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 8951 1-1137
USA
ProgramsignFolm(MSSigr)(NA,LatAm)E)(BRA,MLI(ENGXOd2012) Paeo 2 ol3 Name of Entlty (muet Do logal entlty namc)'
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For lhe purposes ot thls form, "Customer' can moan the slgnlng entlty, Enlolled Aflflale, Government Parlnef, lnslitulion, orolher party enlering lnto a volume licenslng program agroement.

Thls signalur€ form and all conlract documents ldentllied ln the table below are anlered inlo bolween lhs customor and lhe Misosoft Aftillate slgnlng, as of th6 effectlv€ dat€ ldenliflsd below. 8084445
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Name of Entlty (must be legal enllty name)'
Slgnaturs'
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Slgnature Date*
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Optlonal 2id Customer slgnalu]e or Outsourcer slgnaturs (lf applicabls) ' indicates requhed
' hdlcatds requhed lield
l, Customer requlres addltional conlacts or ls reportlng mulllple pfovlous Enrollments, includ€ lhe approprlate form(s) wlth thls slgnature form.

Aller lhls signature lorm is slgned by the Cuslomer, send il and the Conlr8cl Docum€nts lo CustomBis channol partner or Mlcrosofl accouit managsr, who must submil lhem to lhe followlng addi8ss. Wh€n lhe signalure form ls fully executed by Microsoft, Customer wlll recolve a confirmalion copy.

Mlcrosoft Corporallon
Dept. 551, Volume Licehsing
6100 NellRoad, Sulle 210
Reno, Nevada 8951 l-1137
USA
Name of Entily (must be legal entity name)*
Slgnature'
Prlnted First and Last Name'
Prlnted Tllle
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Thls amendment ("Amendment") ls enlered inlo between lhe parties idonlilled on lhs atlached program slgnalure form. ll amends the Enrollment or Agreement ldenllfled above. All term6 us€d but nol defined in lhis Amendment will have lhe same meadlngs provided ln that Enlollment or Agreeriiefll.

Enrollsd Afliliats ls ordoring Professlonal SBrvlcss d€scrlbed ln the attached Statemenl o, Servlces (SQS) ln cannsclion wllh lhd Producls licensed by Enrolled Affiliate under the Enrollment. The parlles agre€ lhat th€ Ehrollment ls amended to add the following terms that shall apply lo lhe services descrlbed ln lh€ SoS.

Terms and Condltlons

1. Deflnltlons. All tsrms d€fined ln lhe Agroement and th6 Enrollment shsll apply to thl6 Amendhent unl$s othelwlse stated, Addltional terms ar6 dslinod 8s follows:
'Customor" msahs lh8 legal enllty that h8s enter€d lnlo the AgrBement; "customsr Data" inesns all data, including sl text, sound, sofwsro, lmags or vldeo tle8 lhat ar6 provlded lo Mlcrosofl by, or ofl behalfof, Customor and lts Alfillales ln connecllon wllh Professlonal Servlces; 'day'means a calendarday, except references that specirbusinsEs d8y'; "Flx" or"Flxea'means Product fix6s, modificallons, enhancemenl8, or lhelr dedvalivB,lhat Mic.osolt eilher r€leases gonorally (such as Product servlce packs) or lhal Mlcrosofl provides to Cuslomer whei performlng Professlonal S€rvlces to address a specllic lssu€ (includlng, bul nol limlted to, worksrounds, patches, bug lixF, beta tixes 8nd beta bullds)i
"Mlcrosoff' means lhe Mlcrosofl Affiliate lhal has entered lnto the Agreemenl and its Affiliates, as appropriatei
"Pre-Exlsling Work'm6ans any computercode ormalerlals doveloped orolhelwhe oblalned lndependently ofthe efforts ofa party under a Slat€ment of Servlces;
"Professlonal Ssrvlces" means all Product supporl servlc€s and Mlcrosolt consultlng servlces or advico ptovided lo Cuslomer under lhls Amendmenl. "Professlonal serulces' does nol lnclude Onllne Servlces;
'Servlce Deliverablos" m€ans any computer code or malorials, olher than Products or Fixes, thal Microsoff leaves wilh Customer al the concluslon of Mlcrosofl's pe.formsncs dfthe Professlonal Servlcesi 'Stat€menl ofSsrvlces'means any wolk orders, servlces descriplions, or olherdesc plion ofProfessionol Servlces thal lncorporates lhis Amdndmont;
CTM fWK.CIC.AGR 8D
Page l of8
Microsoft Services Amendment to the Enterprise Enrollment Federal, State and Local Government & Public Educational lnstitutions AmerdmenlApp v4-0
"Trado Socret" means information that is not gonsrally known or readily ascerlalnabl€ to the public, has economlc value as a resull, 6nd has been subiecl to reasonablo stops under lhe clrcumstanc$ to mainlsin Its secr€cyi
"use" or "run" moans lo copy, lnstall, use, access. dlsplay, run or othsrwlse lnteractwllhi "Volumo Llqqnslng Slts" mean8 ltt!0/dtwoiq@sqllllqdlig91ts_iulq9![aqlq or a successor site

2. Serylces, The precise scope ol lhs Proresslonal SeNic€s will be specllled in a Slatement of Services.

Cu8tomer or any of Customels Afllliat€s may enler lnto Stat€ments of S6rvic6s undsr thls Amendment wlth Mlcrosoft'B local Afliliates, Mlcrosofl's ablllty to dellver lhe Profe68lonal Services dep8nds upon Customsr'6 fLrlland limEly cooperalion, as wellas the sccuracy and completeness of any lnformstlon Customer provides.

Thls Agreement does not obligsle either parly or its Aflillales lo enter inlo any Stalements of Se/vlces. 3, Use, ownerEhlp, rlghas and resri ctlons,
a, Produc6- UnlBss otheMise specllied in the Enrollmenl, uss of any Product ls governed by th6 use Rlghl6 spsclflc to each Producl and vorslon and by the l€ms of the applicEble llc€nss agreemenl. t . Fix6s aad Sorvrces Dollvorablos.

I Flxes, EBch Flx ls llcsnsed under lhe same terms as lhe Product to whlch lt applies. lf the Fix is not provlded for a speclllc Producl, any us€ lerms Mlcrosolt provldes wilh the Fix wtll apply. lf no use terms arE provlded, Cuslom8r shall have a non'€xcluslw, peDelual, fully pald-up liQense t0 use and reproduce lhe Flx Bol8ly tor lts lnternal buslness pu0os6s.

Cuetomor may not modlry, chang€ the lile nam€ or comblne any Flx wllh aiy non-Microsofi computer code, except as expressly permllted in tho Agl€ement.

Pre-Exlsalng Wotk. All dghts ln Pre-Exlsting Work will remain the sol6 propedy of lhe party providing lhe Pre-E)dsting Work. Each party may use. roproduce and modify the other perlyh Pre-Exlstlng Work only Es ns€d6d to perform obllgations related to Professlonal Services.
lll. Sorulcas De verabres. Upon payment ln lull, Mlcrosoft granls Customer a non-sxClusive, noo-transferable, perpetual lic€nss to reproduce, use end modify the Sorvices Dellverables solely for Customer's lnternal buslness purposes, subjEct to lhe l€rms and condllions lnthis Amendmeol.
lv- Aftlliates' rlghts. Customer may only 3ublicense its rights in SeNices Dellverables and Sample Code granted hereunder to lts Aflillgtes, but Customer's Afliliates may not subllcense theEe righls. Cuslomer ls responslble for ensu ng its Afliliates' compliance with thls Amendm€nl.
ll
Non.Mictosoft soflware and leclmolggy, Cuslomer is solely rosponsible for any non-Microsoft soflware or technology that Custom€r lnstalls or uses wlth the Products, Flxes or Ssryipes Deliverables. Customer may not lnstall or use non-Mlcrosoft software or technology ln any $,ay lhat would subjoct Microsoft's inlelleclual properly or technology to obllgallons beyond those included in lhis Amendment.
d. sample Code, Upon paym€nt in tl.lllr Mlcrosort grants Cuslomer a non-e)(clusiv€, perpelual, nonlrsnsferable licens€ to use and modlfy any Softwar€ code provided by Mlcrosoft for lhe purposes ol lllustratlon ("Sample Code") and lo reproduce and dislrjbuto th6 oblecl code form ol the Sample Code lor Customeis internal busioess purpqses only and not lo any unaffillaled lhlrd parly.

Resltlctlons on use, Customer musl not (and ls not licensed lo) ( 1) reverse ongineer, de-complle ordisassemble any Producl, Flx or Service Deliverable; (2) installor use non-Microsolt software or lechnology in eny way that,,,,ould subJecl Mlcrosoft's lntellectual property orlechnology to any olher license ierms: or (3) work around any lechnlcal limltallons in a Producl, Fix or Servlc€s Dellv€rable or resldctlons ln Product documentation. Except as expressly permlttsd ln this Amendment or I Slatomenl of Services, Customer must nol distribute, sublicense, rent, lease or lend any Product, Flx or Service Dellvorabl€, ln whole or ln part, or u6e them to offer hosting Bervlces to a thkd party.

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f. Reseryalior ofRighas, Producls, Fixes, and Servlce Dellverables are proleoted by copyrighl and olher lntellectual property rlghts laws Bnd lntsrnational heatles. Mlcrosott reservos all rlghls not €xpressly granled ln thls Agreement, No rlghls wlll b€ granted or implied by waiver or estoppel. g. Supponablllty ol Products, Support fol Products ls avallable under the lerms of a liconsing agreemenl. a separale SIalemBnt of Services or under the t€rms sel lorlh al hlto://6upr)orl.rrlcrosbfl.com or a succe8sor 6lle.

4. confldontlallty. subject lo lhe requirem€nts of Custom€/s public rccords and trado secrol laws (lf any):
"Confld6ntlal Informallon" 16 non-publlc lnformallon lhat lB dsslgnatsd "confid€nllal' or thal a r€asonable person should understand ls conlidenllal, and lhe terms ofthls Amendment, lt lncludes, butis not limited to, non-public lnlormatlon regarding either party's products, features, markoting and promotlons, and lhe nogotiated lerms of any Statement of Services,
Conlld€ntial lnformatlon doee oot lnclude lnformEtion thot (a) becom€s publlcly 6vqllable wilhout a breaoh oI thls Amendment, (b) the r8c6iving party r€celved lawtully kom anolher source wllhout a conlldentlaiity obllgatlon, (c) is lndependenlly develop€d, or (d) is a cgmment or slggestlon vqluhteered about the other psrty'6 buslness, producl6 or servlces,
Each parly wlll lako reasonable steps to protecl the olh6r's Conlidenlial lnformallon 8nd wlll us6 the other party's Conlidential lnlormalion only for purpos€8 of lhe parli€s' buslngss relalloruhlp. Neither party wlll displose lhat Conlidenlial lnformallon (o thlrd psrlies, except to lls €mployees, Afflllates, conlrdctors, advl8or6, and consultants (colleclively'RBpresentstlves') and thsnonly ofl a n6sd-lo-knowbasls, under non-disclosuro obllgaliom at lesst as proleclive as this Agreement- Each parly remalns responslble lor lhe use of lhe Confld€ntial lnformallon by 116 Ropresentatives and, in the eveot of discovery of any unaulhorized qs€ or di6closure, must promptly notity the olher party.

A party may disclose the otherparly'6 Conlidenlial Inlormation if r€quired by lawl butonly after lt notifies lho other party (lf legally permlssible) to enable the other party to s€ek a proleclfue order.

Neither parly ls required to r€strlct work assignments of ils r6pl€8entativs6 who have had acces$ to Conlidenllal lnformalion. Each parly agr€6s lhat uso or lnfumstlon ln representativ$' unaldad memorles ln thE devplopment or deployment of lhs partlos' rospgctlv€ producls orServlces doe6 no( creat€ liabllity under this Amendment or Trade segrel law, and each parly agrEes lo llmil what ltirlsclosss lo lhe olher sccordingly.

Thess obllgatlons apply for a period of,ivs y€als aflsr thd confid€ntlal lnlormallon ls racelved.

5. compllance wlth appllcable laws, p vacy end securfiy, a. Cuslomer consents to the processing ofpersonal lnlormation by Mlorosoft and its agenls to facililate lhe subJect matlsr of lhls Amendment. Customer wlll obtaln all requlr€d consents frorn lhlrd parlbs (includlng Customerrs contacts, resellers, distdbutors, adminlstralorg, and employees) under appllcable prlvacy and data protection law belor€ plovidlng porsonal lnlortEllon lo Miclosoft. b. Per6onal lnformauon collected lhroqgh Profes6lonal SBrvlc€E (l) may be lransf€rred, stored and proc€ss€d ln lh6 UnitBd slates or 8ny olh€r country ln whlch Mlcrosolt or ll9 contractors mainlain facilities and (ii) will be subject to lhe privac-y terms specilied ln lhe U$6 Righls. Microsofl will ablde by tha requlremenls of European Economlc Area and Swiss data protection law regardlng lhe colleclion, use, lransfer, retehlioi 8nd processing of personsl dala from the European Economic Area and Switzerland.

U.S. Export. Mlcrosott Product6, Flxes and s€rviceB Dgliv€rabl€s are subiect to U.S. €,(pgrt jurlsdiclion, Cuslomor must comply wlth all appllcable lnternational and national laws, lncluding lh€ U.S. Export Admlniskatlon Regulatlons, lhe lnternallonal Traflic ln Arms Rsgulallons, and end-user, end us6 and deslination reslrlctions by U.s, and olher governm€nts relaled to Mlcrosoft Products, servlces, and l€chnologles.
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a. Llmlred wauantlos and remedles - Ptofesslora, Servrces. Microsoft w€rranls lhat lt wlll perlorm Prolesslonal Services vtith professional care and sklll. ll Mlcrosolt lails lo do Bo, and Cuslomer nollli€s Microsoft within 90 days of lhe date lhe Professlonal Servlces were performed, lhen Mlcrosoft wlll, al lls dlscrellQn, ellhBr re'pBrform the Prolosslonal Servic€s or relurn th€ price psld for lhem. These rem€di€s are Customor's sole r€medies lor breach ol warranlles in lhls section.

Customsr waivss any breach otwarrsnly clalm6 nol made during lhe wananty period. b. Excluslona, The warranli€s in lhis section do nol cover probl6m6 caused by accldent, abus8 or use ln a manner lnconsistent with lhis Amendment, including fallure lo meet mlnimum sFtem requiremonts. Th6ss warranlies do not apply to fr€e, lrlal, pr€-relsase or b€la Products or lo componenls ol Products lhat Cuslomer ls permitted to rediskibule, DISCLAIMER, Excopt for ths llmllod warra[lles above, Mlcrosqft provld68 no othorwarJantloE or condltlonB alld dlsclalms any other express, lmplled or slalutory warrantles, lncludlng warrantles of quallty, merchantablllty, lltnes8 ,or a partlcular purpose, lille and non.infrlngoment. 7, Detense ot lhlrd-paiy claims,
To the extent not ptohiblted by applicable law, lho partles willdelend each otheragalnsl the third-par{y claims dsscribod ln lhls sectlon and will pay lhe amount of any resulling advero€ flnal judgment dr approved setllemenl, but only itlhe defendlng party ls promptly notlfled in wrlllng of the clalm End ha6 the rlght to control the defense and any seltlement ol it (subject to (subject to 28 U.s.c. S 516 ls Customer ls a Federal Governm€nt sgency). The party belng defended must provldE the defendihd parly with all requested asslslance, lnformatlon and aulhodty. The defending party will reimburse lhe olher party for rcasonable oulor-pod(et expenges il lncurs ln providing assl6tahc€. This section descrlbes the parties' 6ole remedles and enllre liability foI such clalms.

Ey Mlcrosott, Mlcrosott wlll def€nd Customer against any third-party claim lo lhs extenl lt alleges that sny Flx or Services Deliverable made available by Mlcrosoft for a foe and uaed wltl{n the scope of Section 3 otlhis Amendment (unmodilisd from ths form pfovlded by Mlcrosofl and not combined with anylhing olse) mi8appropriates a fade secr€t or dh€ctly lntringes a pstent, copyrlght, or trademark or alher propri€lary rlght of a thlrd parly. lf Mlcrosoft 16 unable to rasolve a clalm of inlringement under commercially reasonable terms, it may, al its optio0, elther (1) modify or replace lhe Flx or seNlces Deliverable wllh a functlonal equlvalent or (2) t€rminale Customer's lic6ns6 and rsfund any loes pald for 6uch Flx(es) and Servlces Deliverable(s). Microsolt will nol ba llable for any alalms or damageE due to Customer's continued uss ol p PIoducl, Flx or SsMces Deliverable afler belhg notilied lo stop du6 io 6 third-parly claim. b. By CuEtomor. To the exlont permltted by applicable law, Customer wlll defend Microsoft against qny third-party claim lo lh€ ext8nt il alleges lhal Cuslomefs use oF any Fix or Servicas Dslivsrablo alone or ln comblnallon wlth enythlng slse, violales tho lawor damages a lhkd party. a.

Notwithslanding Ihe foregolng, Mlcrosofl's rlghts set lorth in lhis section (and lhe righls ol the third perty clahlng hlrlngement) shall be governed by the provlslons of 28 U.S.C, S 1498, lf Customer ls a Federal Govarnmenl agency,
B, Llmltatlons ot llablllty.

Each parly's marimum, aggregate liabillty to lhe other ls llmlted to direct damages ,inally awarded in an amount nol to exceed lhe amounls Cuslomer was requlred to pay lor lhe applicable Statemenl of Services, subiecl lo lhe followlng.
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a Fr€s Professlonal sorvlce6 and Dlstributablo code. For Professlonal Services providdd free olcharge and code thal Customer is authorlzed lo redistribule to lhird partles wilhoul a separate paymenl lo Microsoft, Mlclosofl's llablllly is limited lo direcl damages rinally awarded up to us$5000,
b. Excluslolls. ln no ev€nt will oithsr party bo liablo for any lndlrect, lnoldsntal, special, punlllvo, or consequentlal damages, or for loss of use, loss ot buslnoss informallon, Ioss of rovsnus, or lnterruptlon of bu6lnsSs, however caugod or on any thoory of llability. c. Exc€ptlons. No limllatlon or excludons wlll apply to liability arislng out of Blther party's (1) confidEnlialily obllgatlons (except forsllllablllty related to Customer Dala, whlch wlllremaln subject Amendmen8ppv4.o CTM.FW(.CTC-AGR B0
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to lhe limilations and exclusions above): (2) defense obligations; or (3) violalion of lhe other party's lntellectual property rights.

9. Torm and temtnalloa, ThlB Amendmenlwill remain in €ffecl unlil lerminated, Elther party may lerminate lhis AmEndmenl at any time without cause by giving lhe othBr party at least 60 cal€ndar days prlor wrllten notlc€. Terminaling this Am€ndm€nt wlll not alfect any exlstlng Statemento ot Servlces but will termlnate lhe abillty of thB parlles lo enter inlo Eubsequenl Stalemenls of Servlces.

Cuslomsr may t€rmlnate I Slatement of Servic€8 upon 30 days' notice. Eilh€r party la lhe Stalement of SeNicas may terminate it ll the othel parly ls ln matedal bteach or detault ol any obligatlon that is nol cured wlthln 30 calondar days' nollco of such breach. MlcIosoft may tsmilnale a Stalement of Services if Custgmer fails to pay any invoice that ls mor6 lhan 80 days ouGtandlng. Cuslomer agrees to pay all l€es for Prolessional Services performed and expBrces incurred prlor to tormlnalion and any addltional Bmounts that may be spoclfled in a Ststemenl ol SeMces. Upon Mlcrosott's teceipl of payment for the Prolesslonal Sgrvlces, Cqlslomer's lnleresls ln thB Services oellverables will vest.

10. Mlscollansous
Ivotlces. NQllces must be sent lo lhe address on lhe slgnaturo page of lhls Amendment or on an applicable St€lemenl of Servic€s, All notiaes, aulhdrizallons, gnd r€quesls givqn or madg ln conneclion wilh lhls Amsndment musl be l0 wrillng and will be kealsd as deiivered on lhe date shown on lhe return receipt or on lhe couiel or fax conlinnallon of dellvery. Mlcrosoft may provide lnformation to Customer aboul upcomlng ordering deadlinee, s€rvlces and subscrlptlon lnformation In eleckonlc form, including by email to conlacls pravided by th€ Cusiomer. Email$ will b6 healod Es dellvered on the kansmlsslon date.
b. Appllcable law; dlspulo reaolullon. This Amendment togelhor with lhe applicable Statement of Servlces wlll be governed by the laws set fodh ln the Agreement. c Sovorab lty. lf any provlslon of thls Amendmenl is held to be unenforceable, th€ balancs of the Amendment wlll rem9in ln full force and etfect.
d, WalveL Failure to enforce any provisipn gfthl8 Am8ndment wlllnot conslltuts I walver. Any waiver must be made id wriling and signed by an aulhorlz€d represenlalive of the waiving party. e. survrval Allprovislons suryive lerminallon or€xphatlon ofthis Amendnient, €xcopt those requlrlng performance only during lhe term ofa Statement of Servlces. l. Mlcrosoft as lnddpendont conlraclor. The parlles are independent conlraclors. Cuslomsr and Mlcrosoft 6ach may dovolop producls lndependenlly wllhoul uslng the olhels Conlldenlial lnformatlon.
g, Use of conlraclors. Microsofl may uB€ conlractofs to perform Professlonal Servicos but will be responslblB forth€lr performance subject to the term6 of thls Amondment. h, lnsurance whlla porfomlng Prclessroral Se/yrcos on Cuslofiot's pramrses. Mlcrosoft will mai.ltaln lnduslry-appropriate lnsurarce coverage at all times when performing Professional Servicas on CustomeiE premiseg underthis Am6ndment via commercial lnsuranc€, solf-lnsuran.€, or 6ny olhor slmilar rlsk linanclno allernallve. Mi$osoft wlll provlde Customer with evldonco of covgrage on requosl.
i, Amendnents. Any modilicatlon to this Amendment must be executed by bolh parties, except that Microsotl may change lhs Product Terms and Us€ Rlghts ln accordance wilh lh6 lerms ol th6 Agreement. Any addillonal or conflioling lerms and condillons contained ln Cuslomer'G purchase order are expressly rejected and will nol apply,
l. No transfar ol owrotsrrrp. Mlcrosoft does not lransler own€rship rlghts in any Producl. The Products are protected by copyright and olher inlelleclual property rights, laws and intemalional k€atles.

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k. Prcfesslonat Serylces paymsnt terms, Cuslomer agrsss to pay all f€os ln a Statsment of Servlces wilhin 30 deys of ths dal€ of l\4lcrosoft's lnvolco unless lhe Stat€ment of S€rvicos provldes otherwise.

Mlcrosolt may assess a tinance chErge of the lesser of 18% pet annum, accrued, calculated and payable monthly or lho hlghost amount allowed by law on all past due amounts due lo Mlcrosoft.

Microsott wlll have no obligalion to conllnue to provide Professional Servlces lf Cu8tom€r falls lo msk€ timely paymool.
l. Taxes. lf any amounts ar6 to be paid lo Microsoft, lh6 amounts owod are exclusive of any tax6s, Custom€r shall pay all valus added, goods aM Servlces, salss, groEs r€c€ipls or oth€r transaction taxos, fees, charges orsurcharges or other slmllar taxe8, charss or fe€a orany regulalory co81 rocovery and olher surcharges lhal arB ow6d under thls Ahendment and whlch Mlcrosoft ls pemitled to collect from Custom6r. Cuslomer shall also be rosponsible for an spplicable stamp taxes and for all other laxes that lt ls legally obllgated to pay, lncludlng any lsxes lhat arls€ on lhe dlsklbutlon of provlslon ol Professlonal Servlcss by Customer to lts Atfiliates. Microsoft shall be rosponslble for paymenl ol all taxes based upon lls nol lncoms, gross recelpts taxes impoE€d in li6u ol laxes on lncome or prolits, or taxes on Microsotl's prop€rty own€rship. lfany taxes ar6 roqulred to be withheld on paymenls made lo Microsoft, Customer may deduct 6uch laxes from lho amqunt ow6d and pay them lo the appropriate laxlng aulhorltyl provided horyever, lhat Customer shall promplly secure and delivor an oflicial rBcsipt for lhose withholdings and other documents reaEonably rBqu6st6d by Mlcrosoft to clalm a loiolgn lax crodlt or rBfund. Cu6lomer wlll ensure lhat any taxes withheld are minlmlz€d to the exl6r{ posslble under applicable law.

Excepl for changes made by lhis Amendmeflt, lhe Enrollment or Agreemenl identilied above romaln6 unchanged and ln full forc€ and eff€cl. lflhere is any conllict b€twesn any provision in this Amehdmenl and any provlslon ln lhe Enrollmenl or Agreemenl identified above, lhls Amendment shall control.

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

Microsoft lnternal Use Onl
-Consulting servlces Amendment for EA
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rr. No thlrd-party bensflclarle6. This Amendment does notcroate and lhlrdparty beneficlary righls. 1 AGREEMENT # ITARC.OO93.I

LICENSED SUPPORT PROVTDER (LSP)
AGREEMENT No. ITARC-00934
For

MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO.8084445

BETWEEN

COUNTY OF RIVERSIDE
And
DELL MARKETING, L.P.

This Agreement is entered between the COUNTY OF RIVERSIDE, a political subdivision of the State of Califomia, (herein referred to as "COUNTY"), and Dell Marketing, L.p., A Texas Limited Partnership 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, 2027,6ased on LSP's response to RFQ no. ITARC-532 for Microsoft producls and services under Microsoft EA no. 8084445. The parties agree as follows:

LSP's sale and County's use ofthe Microsoft Software and Online Services performed by Microsoft shall be subject to the terms and conditions set forth in the Microsoft Enterprise Agreement (8084445) between the County and Microsoft. LSP shall not be responsible or liable for Microsoft's performance of its obligations under the Enterprise Agreement.

This 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 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 ofperformance 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.

Compensation
The COUNTY shall pay the LSP lbr products aI 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 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 ofcoUNTY funding from which payment can be made, and invoices shall be rendered "monthly" in arrears. In the State ofCalifomia, Government agencies are not allowed to pay excess interest and late charges, per Government Codes, Revision l/06/2021
3 1
sEP t 0 2024 12t

2. Period of Performance:

AGREEMENT II ITARC-00934
Section 926.10. No legal Iiability 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 funds are not forlhcoming for any reason, coLfNTY shall immediately notify coNTRACToR in writing; and this Agreement shall be deemed terminated. have no further force, and effect.

Hold Harmless/Indemnifi cation :

4.1 LSP shall indemnify and hold harmless the counry 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. LSP shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited, to attomey 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 LSp. 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 County; provided, however, that any such adjustment, settlement 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 from any liability for the action or claim involved. 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 effective date of termination.

5.2 If the LSP is in default. refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure after 30 days after written notice is given . The County may terminate this agreement for Cause. In the event ofsuch 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 ofLSP unwillingness or inability for any reason whatsoever to perform the terms of this Agreement.

6. 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. If 2 Rc!isron l/06/202l

4. AGREEMENT # ITARC-00934
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.

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

COUNTY
Riverside County Information Technology
Attn: Procurement Contract Specialist
3450 I 4th Street
Riverside, CA 92501
LSP
Dell Marketing, L.P.

Attn: Sarina Konnoff
One Dell Way
Round Rock. TX 78682
Sarina.Konnoff @Dell.com
[email protected]
A. Workers' Compensation:

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

B. Commercial General Liability:

Commercial General Liability insurance coverage. including but not limited to. premises liability, unmodified contractual Iiability. products and completed operalions liability, personal and advertising injury. and cross liability coverage, covering claims which may arise from or out of LSP'S performance 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 shallapply separately to this agreement Revision l/06/2021

8. Insurance
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 COTINTY herein refers to the County of Riverside, its Agencies, Districts, Special Districts, and Departments. their respective directors, officers, Board of Supervisors, employees, elected or appointed olIcials, agents, or representatives as Additional Insureds. 3 ACREEMENT # ITARC.OO934
or be no less than two (2) times the occurrence limit. Policy shall name the COIINTY as Additional Insureds.

C, Insurance Requirements for IT Contractor Services:

LSP shall procure and maintain for the duration ofthe contract insurance against claims for injuries to person or damages to property which may arise from or in connection with the performance of the work hereunder by the LSP, its agents, representatives, or employees. LSP shall procure and maintain for the duration of the contract insurance claims arising out oftheir services and including, but not limited to loss, damage, theft or other misuse ofdata, infringement of intellectual property, invasion of privacy and breach of data.

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 undeftaken by LSP in this agreement and shall include. but not limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information thefl, damage lo or destruction of electronic information, release of private information, alteration of electronic information, extortion 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 sufficient to respond to these 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 LSP. Any available insurance proceeds in excess ofthe specified minimum limits of insurance and coverage shall be available to the County. Policy shall name the COUNTY as Additional I nsureds.

D. (leneral Insurance Provisions - All lines:

Revision l/06/2021
I ) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State 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 specific insurer and only for one policy term.
2) The 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 of the County Risk Manager before the commencement of operations under this Agreen'lent. Upon notification of self-insured retention unacceptable to the COUNTY, 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 defense costs and expenses. 4 AGREEMENT # ITARC.OO934
5 Rcvision I/06/202 I
3) LSP shall cause LSP'S insurance carrier(s) to furnish the County of Riverside with either I ) 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 original Certified copies of policies 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 ofthe 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 carier(s) policies does not meet the minimum notice requirement found herein, LSP shall cause LSP's insurance carrier(s) to fumish a 30 day Notice ofCancellation Endorsement. 4) ln 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 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 until the COTINTY has been furnished original Certificate (s) of Insurance and certified original copies ofendorsements and if requested, certified original policies of insurance 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 behalfshall sign the original endorsements for each policy and the Certificate of Insurance.
5) It is understood and agreed to by the pafiies 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 lhereof, there is a material change in the scope of services; or, there is a material change in the equipment to be used in the performance ofthe scope ofwork; or, the term ofthis 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 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 obligalions conlained herein to all tiers ofsubcontractors working under this 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 notily 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-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 representations, 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.

9.2 This Agreement shall be govemed 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 Califomia located in Riverside, California, and the parties waive any provision of law providing for a change of venue to another location. In the evenl any provision in this Agreement 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 El Microsoft Enterprise Agreements and Amendments.

El ) Microsoff Enrerprise Agreement No. 8084445.

E2) Mi$osoft Selecr Plus Agreement No. 77564j9.

E3) Amendments No. l- EA Custom Terms CTM (Documenl No. CTM-CPT_OPT-FWK) E4) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR).

9.4 In the evenl of any conflict or inconsistency between the terms and conditions of this Agreement and any terms or conditions set forth in any of the attachments, purchase order(s), or other documenl relating to the transactions contemplated by this Agreement, the terms and conditions set forth 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 the use ofelectronic signatures, such as digital signatures that meet the requirements ofthe califomia Unifonn Electronic Transactions Ac1 (C'cuETA') cal. civ. code $$ 1633.1 ro 1633. I 7), for executing this Agreement. The parties further agree that lhe electronic signatures oflhe parlies included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means an electronic sound, symbol, or process attached to or logically associated with an electronic record and ex€cuted 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 olan electronic signature for transactions and contracts among parties 6 Revisron l/06/2021
in California, including a govemment 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 digital signature is a type of"electronic signature" as defined in subdivision (i) ofsection 1633.2 of the Civil Code.

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

COUNTY OF RMRSIDE, a political
subdivision of the State of California
AGREEMENT # ITARC.OO934
DELL MARKETING, L.P., A Texas Limited
Partnership authorized to conduct business in the
State of California
By l,1q,lh"* ful,l.bName: Katherine Castillo
Title: ParalegatAdvisor
Dated. 07 t1612024
By:

Chu
Cha
ck Washington
ir ofthe Board of Supervisors
Dated:

ATTEST:

Kimberly Rector
Clerk ofthe Board
Bv
APPROVE S TO FORM:

Minh C. Tran
Count Counsel
By
Pau la lc ido
Deputy County Counsel
Dated: a{ zzl z o z
Re!ision l/06/2021
L
7 sEP l0 2024
Y
l lr?al
irz
AGREEMENT # ITARC.OO934
LSP's Scone and resnonsibilities
3 I
2 The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support provider (LSP) for Microsoft Master Microsoft Enterprise Agreement No. 8084445; Softwaie Licensing, Software Support, Cloud Services such as Azure, Industry Solutions Delivery (lSD) formerly Microsolt Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. Microsoft Select Plus Agreement No. 7156479.

The agreement with LSP as a LSP of the Microsoft Products and Services under Microsoft EA No. 8084445 is available for use by the County ofRiverside and governmental agencies within the State of Califomia. The LSP will serve as the liaison between the political entity for enrollments under the Microsoft EA.

The LSP agrees to extend the same pricing, similar terms, and conditions to every political entity, special district, in the State of California. It is understood that other entities shall make purchases in their own name, make direct payment, and be liable directly to the LSP oftheir choosingiand County shall in no way be responsible to any LSP for other entities' purchases.

The LSP may remain the LSP for the Three 3-year duration of the Enrolled Affiliate's Enterprise Agreement Enrollment. All rrue-Ups during the 3-year enrollment (orders for new products, "tc.;
by
Enrolled A{filiates are required to be submitted only through the Affiliate's selectid LSp. Multipll LSP's cannot service a single Enterprise Agreement Enrollment. Enrolled Affiliate may ar any time choose to transfer their current enrollment from one LSP to another LSP pursuant to the iransfer terms set by Microsoft.

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

Each Alfiliate will communicate to the LSP the compensalion terms applicable to their agreement.

The I.SP will provide reports showing year to date annual spend according to Enrolled Affiliate,s specifications. Frequency will be determined by each Enrolled Affiliate (ie: monthly, qua(erly, 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 ageniies within a govemmenlal 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 Microsoft VLSC. This portal will show, but nor 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 funciionalities. 4 5
6 7
8 9
8 Rerrsion I /06/2021
Exhibit A
Scope and pricing
AGREEMENT # ITARC.OO934

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 beneficial in their proposal.
ll, The LSP will provide documentation to the Enrolled Affiliate within 90 days of when Microsofl 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 amendment 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 for each producr: SKU, product description, MSRp, NET (Level 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 I 5th of each 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 California piggyback offofthe Master Agreement. l5' TheLSPwill be charged I .00% of the annual enrollment sales amount to leverage the Riverside County Master Microsoft Agreement No.8084445, and Select Plus Agreement No.7756479, which payment includes Software Licensing, Software Support, Cloud Services such as Azure, Industry 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.
l6' The Servicing LSP shall provide Microsoft Enterprise Support Services from Microsoft to assist customers leveraging this contracl vehicle in operation ofthe technology acquired and assisl Riverside Master Participants in maximizing the benefits of this investment.

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 Microsofl Unified, 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 Microsoft Unified Support, and Industry Solutions Delivery (lSD). Additionally, the contractor shall provide Microsoft dedicated Technical Support representatives and subject 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 orto be purchased in accordance with the terms ofthe Microsoft enterprise licensing program.
9 Revrsion I/06/2021
AGREEMENT # ITARC-00934
t8, LSP will be responsible for submitting a completed "Reporting of Active Enrollments" by January I 5th ofeach 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 of Active Enrollments.

20. Payment is due to Riverside County Information Technology thirty (30) days from invoice date. 21, 'fhe administrative fee shall not be included as an adjustment 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 lnformation Technology
Attn: Accounts Receivable
3450 l4th Street, 4th Floor
Riverside, CA 92501
Re!'snn l/()6/2021
10 AGREEMENT # ITARC-00934

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

Item Description Price Level
Enterprise Online Services++ (including Full USLs, From SA USLs, Add-ons and Step Ups) M365 E3 and E5, Enterprise
Mobility + Security E3 and E5, Office 365 Enterprise El or E3, Windows l0 Enterprise E3 or E5.

Level D

4.00 Enterprise Products (Office 365 Pro Plus, Windows l0 Enterprise, Core CAL Suite, Enterprise CAL Suite). Level D

4.00 Addirional Producrs (M365 F I , 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

4.00 Server and Tools Product (applies to Server and Cloud Enrollments only) SharePoint Server, SQL Server. BizTalk Server, Visual Studio, Core Infrastructure Suiles, etc.

Level D

4.00 All products for Select Plus Agreement No.7756479 4.00 Microsoft Unified Support Services 4.00
Microsoft Consulting Services 4.00
Microsoft lncidenl Response 4.00
Solution Area Specific Capability Number Customer
Size Reference?
Number ofsuccessful customer production mail
deployments/migrations?
100+ 10,000+ Yes
Number of successful customer produclion SharePoint
deployments/m igrations?
100+ 10,000+ Yes
Number of successful customer production Teams
deployments/mi grations?
100+ 10,000+ Yes
Number of successful custoner production Teams
Voice deployments/PBX migrations?
100+ 10,000+ Yes
Number ofpeople with specialized expertise on
technologies listed above
200+
Revrsron I/06/2021
11 Pricing:

1. Microsoft Enternrise License Subscriotion and services Markup 7o
3, License Support Provider (LSP) service rates:

AGREEMENT # ITARC.OO934
Dsta and Artificial Intelligent Certifi ed Competency (Yes/No) Hourly Rate (On Premise)
Build IntelliAent Apps Yes $50 - $475
Build Intellisent Asents Yes $50 - $475
Machine Leaming Yes s50 - s47s
Intemet of Things Yes $50 - $475
Clobally distributed data Yes $50 - $475
OSS Databases Yes $50 - $475
Cloud Scale Analytics Yes $50 - $47s
Data Platform Modemization to Azure Yes $50 - $47s
Windows Server on Azure Yes $50 - $475
Securiry & Management Yes $50 - $475
Datacenter Migration Yes $50 - $475
Modem Business lntelligence Yes $50 - $47s
Copilot Yes $50 - $47s
Biz Apps
Customer Service Yes $50 - $475
Field Service Yes $50 - $475
Marketing Yes $50 - $475
Talenl Yes $50 - $475
Finance and Operations Yes $50 - s475
Business Central Yes $50 - $475
Power Apps Yes $50 - $475
Power BI Yes $50 - $475
Apps and Infrastructure
Azure Stack Yes $50 - $475
High Performance Compute Yes $50 - $475
Cloud Native Apps using Serverless Yes $50 - $475
Modernize Apps Yes $s0 - $475
SAP on Azure No NA
Linux on Azure Yes $50 - $47s
Dev Ops Yes $50 - $475
Business Contiouity & Disaster Recovery Yes $50 - s475
Windows Server on Azure Yes $50 - $475
Security & Manasemenl Yes s50 - $475
Datacenler Migration Yes $50 - s47s
Modern Workplace
User Adoption & Change Management Yes $50 - $47s
Security Yes $50 - $475
GDPR & Compliance Yes $50 - $475
Teanrwork Yes $50 - s47s
Calling & Meetings Yes $50 - s47s
Modern Desktop Yes $50 - $475
Office 365 Migration Assistance Yes $50 - $475
Mail Yes $50 - $47s
Teanrs Yes $50 - $47s
SharePoint Yes $50 - $475
OneDrive Yes $50 - s475
Revrsion l/06/2021
12 AGREEMENT # ITA RC.OO934

LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name Compont, 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
xx/xx
/xxxx .John Doe III I
I
Rcvrsion l/06/2021
13 Exhibit B
r
----t
AGREEMENT # ITARC.OO934
Exhibit C

MICROSOFT LSP PARTICIPATION FORM
i/IARTtI' PEREZ. ACIO
Erl.iPis. AFFlidrjoni E Jr€au

OARRYL POLK
Chilf Techrolog, Oller FICIT GUSTAVO VAZQUEZ, ACIO
TR.ACY TILLUAII C.r?eit.d Commu.lbsfoas eur€a!
D.Fuiy Di.e1o. Acm,n -
fT
AiITHONY CIIOGYOJI
Chi.. lniomllor s€curiry Oficr.

XARAN CHANDRAIi, ACIO
T€ctic ory Sedicei Burc.u
\'Iicrosoft LSP Parlicipation Fotlr
GfQ # ffAA,C-00532 .A.ttachmcDt 2)
Complete lhiB lorm and relum tol
Attention I Linda Fakhor*
E-m ail:@!tD4d@!Jsp_9!q
Paymcnt rhould bc mrda to:

Rlverllde County lntormation Technology
3450 14t'l Str!€t, Fourth Floor
Rivcr3id., CA 92S01
CoL/nty ot Riversicle TIN S: 95-5300330
Conrpany Nanre Dell Marketing, L.P
ponr". Sarina Konnoff 1116. Froposrl Manager
Addrcai One Dell \'r'ay
City: Round Rocl, TX 925-20I8506
[email protected]
l\',ay 9.2024
D6te
Proposal fi4anager
Th. County of RivcrEidc i5 thc host of thc Mlcrosolt Ma5tcr Agrcemcnt i{o. 8C64445. All quc}tjon6 rcaarding lhr productc end licensing 3hould bc dhrctcJ lo Microson By aigni:]g belor, I am agreeing to pay the participatron fees tor each enrollmEnt th6l 15 aateblishc<l by levcr6ging the County of Rivcrsida Mostcr Aqrccmcnt in accordance to the cchcdule referlnced on RFQ * ITARC-!0532 Bnd ony subsequrnl contrscl! and /or 6mcndmcnl3 By siOning belcs, laBo dqree thdt alr anrollmenl8 will be Euboljtted to Mic.oeoft direcl, to rcpo.t onrollmenl sctivity aod conrply lo the payment schedule p€r RFO # ITARC-,0532 to Riveraiae County lnformaion Trchnology.

Please reference the remittance informaiion Bbcve for rhere to a6nd the paynrenl FailurE to comply nlay regul: in the a$lard being rescinaled.

Pnntec Nrrre Tiile
Revision I /06/2021
L4
oe I gffi gm?tAc'r,r1,Jn'c t.n' ccnid.nu.l
Chi.alntbm.toi O6c.r
zip co oe:]99E--:rek phone #:
psl 3: NIA E661
SlgnolurB
Sarina Konnoff
E1
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 arnendments 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.

Standard Pricing Across all platforms
Microsoft will provide LSP's (authorized EA LSPs on this contract) with Govemment Level-D, pricing offof published "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 partners.

E3 No charge Onboarding Services
Microsoft assisted onboarding is now a benefit of Office 365, Microsoft Intune, Azure AD Prernium 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.

E4 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 for hosted services Iike 0365, CRM, Azure during the currenl EA year and only commit Io 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 hosled services at your anniversary to the original commitment level as well.

E6 Additional Softvare 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 Microsoft Office is released during the term of your agreement. your licenses are automaticalll upgraded to the new version.

F,2
Relisron I/06/2021
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 Sofltware Assurance on Office, Project, or Visio remotely access their software on their virtual desktops from third-party devices.
15 AGREEI\4ENT # ITARC.OO934
ACREEMENT # ITARC-00934
More information about the Software Assurance by products as listed above can be found at:
https://www. m icrosoft. co m/e n- u s/Lice n s in licensing-programs/software-assu rance-bvoroduct AS px?83ffdda4-a 263-4L23-97 52-1122538c0a95=True Revision l/06/2021
16 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, parlner 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 struclure.

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

AGREEMENT # ITARC.OOg34
Exhibit E
Microsoft Enterprise Agreements and Amendments
E1)
E2)
E3)
E4)
Microsofl Enterprise Agreement No. 8084445.

Microsoff Select Plus Agreement No. 7756479.

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

Re!iiion l/06/2021
77 E Mic.r'':soft
Program Signature Form
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EI lt/iict crso{ L Volr t r rrc-l l-icens rrr g
Amendment to Contract Documents
go g4(:+q 004-kayleed-S-04
Tltis aincndmcnt ("Arrrcnd[],lnl") is enler€d inlo betweel lhe ['arlies i(lentiligd on lhe allacl]ed Drooratll si0nature[orm. lt amer)ds the Enro llt]en l c{ Agreerne rl identified irbove- All lerns llse(l h rl nol (jclined in lhis Amen(Ineot vrill lrave lhe sarrle nr€anings plovided in that Enrollmenl or Agreerl]elll Enterprise Agreement
Custom Terms CTIM

1. Saclion 6a, ''tcrn". is hcreby arnendcd and reslaled as lollows:
a, Tern. Tlre lerm ol this Aoreenlent r,/ill remain ln ellecl unlDss terntinsled by €ilher parly as descrit)ed l)elu../. Eirclr Er)rbllnelll ,/ill llave the lcrm provi(lpd in lhal Enrollrncnl 2 The priclr)g that lvlic'rosoll r,/ill offcr Erxulled nf iale's Reseller lor Enrolhhenls eFfcl:live bellveon Novenrber 1. 2019 lhrough Octob€r 31. 2021. and that v/ll aI)ply for lhs enlire initial lerrn olsudl Ellrolhnenls, is as ,ollows:

Product Price
Level
Exampl€s lnchrdc trrl arc rrot limitc(l to
llre lollowing':
'lhr critrlple! lr!(lud! o,'l,ns scr!i:.!c lhlt ue cvlirsb,e irr eill:cl tll. ccrrl,rr€.cill or Oolr'ffffnt claud c(€rin-cr ''Q,,al,t,no EnrrrD.isr OnIne $a,vi.er ir. l1r,dli"d nr lhe nroir,.-i 'l erns v,llh rlr.4cl rallle cl 'FO' i'r lhe rnDles ror .t'rog.urr, A!! t!jit,ly.. ]||! lorlvr ot€ntglpire Ortir|e Se,!ic€! ir !u\Jj?.jt rc .r,!.4! a) E:rt€,pdse Orli e Serlicel nre rdiled Lrrdaned/re{ teJ ar 'atD!eL, iorr tlle frllero,ila Drcararn c,lcrirl( Enterprise Online Services"
(includin0 l'ull USLs. l:roni SA
USLg, Add ons alld Slep Ups)
Ellterprise Pro(lucts Level D
l.evel t)
rninus 2%
Ad(lllional Products Level D
Level D
t1365 E3 and E5, Enterprise Mohility +
Securily E3 a|d E5. Olfrce 365 Er)le,prrse
E 1 or E3, Wlrldorvs 't0 Enterfrrise E3 or E5
ilrriii 6i-Fd ?tuls. frfnrior,is to
Crrterpnse, Core CAL Suite Enterprse
CAL Suile
I\1365 F1, N1365 E5 Compliance, Ml65 Es
Sec(rily, Ollicc 365 Errlcrprisc F1. Projcct
Or)line Visio Ol]Ine PlaD 1or Plar'r 2
OynanliDS 3ti5, .Azure, SOL Server,
Windo,,,,/s Server, elc.

SharePoin! Server, SOL Serv€r, BizTalk
S.jrver, VisUal Strl(lic Corc lnfrnslrucl(trc
Srdles, €lc.

Server and Tools Prodrct
(applEs lo Server and Cloud
Enrollments only)
^,r0:'l'r'crl|1ou
v4 D
rit bl.cPT.oFT-F,r{i( BD
E:chrsiorrs aDply lo thq addilionrl 2% discount ol] Entcrnrisc Onli,rc Servi.cs as ,olloy/s:

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'plle^ aq ol uro, aJruBuals P 01 paqrelle aq lsnu luaurpuauv strlf 'l(ulllo:) llanlti lr/aurprrarlrv !rql eAo(le l)eultrapr lltaluiral6v Jo ll,3[rllorr3 ar]l llr ltotst^ard /,(rE DuB luarupuauJV sr.I ur uorsr^o.d (ue uaa.rlaq lcIlu09,(!re sr araqljl l3ajra pue o?./o, llni u! DlJu paDuBllcun sl|rEttar a^oqe D€Iltuapl t0alUaall)v ro luel!llo,, l a(11 'llJaurpUarrv s[]t ,(q oDu(ll sa6LrEql JoJ ldosx-l 'surJol luiiur{Dd
pue ocld Fnpe s,elerllJv Pallgru3 ar axruusioP llr^ olellrv Pallo.ruf -drlt Pue Jollasou aqI 'slrnpo_rd lp
roJ 0 la^31 sr t z0z 'l raqlua^oN raUE ro Uo e^rl"ela sluaullon,J ot sardde teql |3 ol a?ld or|I o!Ud patunossrD ro ?3trd leuoIo(ro]d aql Jo re^',ol €r11 ol pall{ui) sr nt*rlll,lv pijlloJlr3 sn)s Fuortourord iuu ol dldd! tou s:Jol, tl./rxrrsrp art-l- . sluourllorul
Its/\{a!rar lo uual lsrltu! aul J0 $uorstl8lxa ,{oB ol ,(ldde tou saoD lunoSsrp arll- . 'luaur orui aqt,o aleD anll'Jora i,qt ct Jol?e., slqBJlEdD {u0 etll -.rapJo,e ot pallclde aq iQrr sarrarcg aurluo asrdratu3 uo lrinocsrp %zleuorlrppE arll raqlaq^l orrlurrualap ul .rol39l s lo0 6r JirpJo ue ol saldde lgql qluo.u lsrt ogud aqf . ('lll Y&1:l -.1. JO-. l.cJ1l'liJ.l il mlil xeop l B Pu6uiv Y:] /,'lulloo aprs.raArS I
fl' vicrosoft Volunterl-icensittg
Enterprise Agreement State and Local
|lol lor tlse witl) !rcroso,l Rrrstrcss Ag!eetrrenl or lrlifjhsttll Fr,snrc$!t nrl{l Se,v(:1l5 Alrrt Hner'l This Ulicrosotl Enterprise Agr€emenl ('Agr€jement') is entered into between lhe entities identilied on the signat(rre lorm I
Effective date. l he effective date of lltis Agieemenl is the earliesl efFecirve dale of any Enrollmenl elltered nlo un(ler this Agreernenl or lhe date Microsolt accepts ltris Agreenlent, !vhichever is earliet.

This Agreement consists ol (1) these Agreement lerms .iod condrtions. rncluding any a,nendmenls 6nd the signature form and all atlachmenls idenlilied therern, l2) ll')e Producl Terms applicable to Products licensed under this Agree,nerrl, (3) the Online Services Terrns, (4) any Alliliale Enrollmenl enlered irlto under this Agreemert, an(l (5) any oKler s(funritted under this Agrcemenl.

Pleaso note: OocIments relerenced in this igreement Dut not attached to lhe signature form nray be found at l to./.rr,,/w,.,,/ tnicrosoll.corn/ltceosini/cootracts an(l are incorporaled in lhis Agreement t)y reference, inclrding lhe Product Tenns and Use Rights. These documenls may contain additlonal terms and condilions tor P/oducls licensed under lhis Agreemenl and may be changerl kom time to time. Customer shoul(l review such documenls carefully, lrolh at lhe time ot signing and periodically llrereatler, and fully u|Klersland alltefms and conditions applicable to Producls licensed Terms and Conditions

1. Definitions.
"Atfiliate" rneans
a, with regard to Cuslonler,
(l) aoy government agency, departyrenl, olfrce, instrumerrtality, division, unil oI other enlity o, lhe stale or local governnient that rs srFervised by or is Darl of Cuslorner. or u/hicll supervises Cuslomer or of which Cuslomer ls a part. or vrhich is under common supervision with Customer;
lii) any county. borough. comrironwealth, city. munic,ipality, lolvn, township. speclal purpose ' distr'lcl, or other similar typb ol governmental inslrunrentality established by the laws ot Customer's slate and localed vr'ithin Cuslomer's stale iurisdlction and geographic boundaries: and
(iii) eny other enlity in Custonrel's stele expressly aulhorized by the laws of Custome,'s slale to purchese Lrnder slale cootrocts; p.ovlded lhal a stale and ils Af,iliates shall not. for purt)osos of this definition, b€ consrdered lo be Affiliates ot the lederal governn)enland ils Alliliales: antl
b. wlh regard to lvlicrosoll, any lergal entrly lhal l'ricrosott owns, thal or,,ns Microsofl. or that is under comnron ownership uJilh t-'licrosoft.
"Cuslorrler' means the legalenlily that has enlered inlo lhis Agleemenl with Microsoft "Cuslomer Data" means alldala inclLrdrng Jtlte*t. $ound, soltware, image. or video files that are provicled to lMicrosoft by, or on behalf ol. an Enrolled Affjliale and its Afriliates throug h use o[ Online Se,vices. "day" rneans a catendsr day, excepl for references thal specify "business day'. "Enrolhd Altiliate" means arl e rily. eilher Cuslorner or any one of Customels Afiliates lhal has eltered lnto an Enrollment under this Agreement
PrsetDfll
ljncr rlcnt XZlLlo2r/J
l:',2o lfiAll,(trSlsl.(ilgrl(ir(r'luv20l0)
"Enrollment" means llle docurnenl that an Enrolled Alliliate subnlils under this Agreement lo place orders lor Producls
''Enterplise' mearrs an Errrolled Aftiliale and lhe Aliliales for which il is responsible and chooses on ils Enrollmenl to incl(rde i. its enterprise
''Fixes'means Product lixes, moditications lor enhancements, or lheir derivatives. lhal Microsofl either releases generally (suclr as Producl servrce backs) or plovides lo Customer to address a specific issue. "Licens€" rneans lhe dgllt to download, nst'all. access anrl use a Product. For cerlain Products, a License lnay be available on a liyed ternr or subscription basis ("Subscription License"). Licerrses lor Online Servic,es will be collsidered Subscriplion Licenses
"lllicrosoft" nrearrs the lvlicrosoft AlFiliale lhat has entered inld tlris Agreemenl or an Enrollnlent and ils Af Filiates, €s appropriale.
"Online Servicos" n'reans the Microsolt.lroslJd servicres i(lerllilEd as Online Services in the Product Terms. "Online Services Tenlrs" nreans the a<jdrtiinal lenns that apply to Custonrels t|se of Online Services publisheci on lhe Volun're Lic€1srng Srte an(l'upclaled frorr tirne lo trnre "Producl" means all producls ldentrlied in the Prod(El Te0ns. sucl) as all Sollwsre, Online Services ancl other wet)-besed services, including pre-release or bela versions. "Ploducl Terms'nreais lhe documenl llral piovides lntonnatlon about Microsolt Producls and Prolessional Services a'railable lhrough vohrnre liceosing. The Produc.l Terms (locumenl is publishe(l on lhe Volunre Licensing Sll6 and ls updaled.lrorn linr€ to lime.
"SLA" means Service Level Agreement, v/hiCh specifies the nlinin)um servrce level for Online Services and is publishDd on the Volume Licensing Sile.
''Software' nleflns lice^sed copies of lvlia'oscift soflware identilied on the ProdLrcl Terms. Sdftware doeE nol include Onlhre Servires, brt Soflware may be Darl ol an Online Service, "Sollware Assurance" is an offerinll l)y lvlicrosofl thal provides nerv version righls and olher bene[its lor Products as fudlrer described ir the Producl'Ternrs.
"l'rade Secrel" means information lhat is nol generally kno!',,n ol readily asceriainable to the public, has econorhic value as a restllt, and has beer'r subject to reasonabl€ steps under the ciriumslaoces tO rnainlain its secrecy. I
"use" or ''run" means lo copy. install. use, access, display, run or otherwise interacl.

I
"l.Jse Righls'means the use riglrls or tears of service for each Producl prblished on lhe Volurne Licensing Sile and updated from lime lo Iime The Use Rights supersede the lerms of any end rlser license agreemenl that acconrpanies a Product. The Use Righli fo/ Soflware are published by Mlcrosoll in lhe Product l'enns The Use Rights for Online SeNices are published in ths Online Services Terms, "VoltlneLicensingSile,Dleans@oraSuccesSo'sile
How the Enterprise program works.
a. Geueral. The Enlerpnsa progrim consists ol the lelns arxt condrlions on whrch an Enrolled Alfiliale rray acqule Producl Licenses. [.in(ler the Enterprise Drogram, Cuslon]er and ils Affrliates may o.der Licenses foi ProdLrcls by entering into Er'rroll,nenls l). Erlrollnrents. The Enterprise program gives Cuslomer and,ror ils Afliliates the al)ility to enter inlo orle or more Enrollnrents to order Products, Subscription Enrollments nray be €vailable lor some ol lhese Enrollrrlents. t,lolu/ithstanding any other provision ol this Agreemenl, only Enrolled Affiliales i(lenlilied in a'n Enrollment wilt be responsible Ior cornplying \xilh the terns of lhal Er.olhnenl, inciuding thb leflns of tlris Agreement incorporated by reference in that Enrollnrent.

FA2nlCFr,n(l rtilSl (:(FN(;)(Nov2l)16! Fige 2 0l ll
L-1oArno l X20.10?i9
2 I
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c Licenses. The types of Licenses available are (11 Licenses oblalned u der Softeare Assuraoce (l-&SA). afld (2) Subioiption Lrcenses. These Liccnse types, as well as addilional License Types, are frrrther desciibed in lhe Producl Lisl.

EA20 I 640,(US)SLG(EflGllNo,r20 I 6l Pagc 3 of ll
I'o(rnc l X2U.11J)01)
3, Licenses for Products.
a. License Grant. [,'licrosofl graots ll]e Enlerprise a non-exchrsive, vro(ldwide and limited righl lo do,.'/nload, install and use sollware Products, and lo access and use the Online Services, each in tlle quantily ordered !nder an Enrollment. The righls granled are subject lo lhe lerms of lhis Agreenrenl, lhe Use Rigllts an{l tlre Prod(rcl Terms. Microsotl reserves all rights oot expressly granlecl in lhis Aqreerhent
ll. Duratlo of Licensos. Subscription Licenses and ,nost Softwa]e Assulance rights are lemporary and expile lvhen thi applicable Enrollnlent is terminatecl or expires. unless tlre Enrolled AfFiliat€ exercises a buy-oul option, which is available for sor'Ire Subscriplion Licenses.

Except as olheMise noled irr the applicable Errrollnre,rl or Use Riglrts, all other l.icenseli become Derpelual only ,r'Jhen all payrlrents lor that License have been nrade and th€ initial Enrollmenl l€rln has expired.
c. Alrplicable LJse Rlghls.
(i) Products (other than Orlirie Servlces). l he Use Rights in eflecl on lhe etfective date ol lhe applicable Enrollment lerm rvill apply 1o Enlerprise's use ol the version ol each Producl thal is currenl al the tjme. For lulure versions and new Producls, the Ur€ Rights in effect when lhose vErsions and Products are first released willapply. Chenges Microsoft makes to lhe Use Rights for a partiiular version will nol apply unless the En[olled Afliliate cltooses lo have those changes apply. The Us€ Rights aFplicahle lo perpettEl Licenses lhal were acquired under a previous agreernent or Enrollrnenl are delermiled by lhe Agreernenl or Enrollment under which they were acquired. Renewal oF Soflware Assurance does nol clrange wlrich Use Rights apply lo those Licer$es.
(ll) Online $crvices. For Online Servces. lhe Use Rights in elfect on ths subscription slart date willal)ply for the sLrbscription term as deFined in the Produci Ternls. (1. Downgrade rights. E ro lled Afiiliale rnay us e a earlier' version ol a P,oducl olher lhan Onl ne Services than lhe version that is current on the efleclive date of lhe Enrollment. For Licenses acquire(l in lhe cLrrrent Enrollmeht terrn, tlre Use Rights for the currenl version apply lo lhe use of tlre earlier ve.sion lf lhe eailier Pro(lucl versioo includes fealures that are not in lhe new version, lhen the Use Rights applicahle to the earlier version apply wilh .espect to those leature s.
e, Nev,/ Verslotr Rlghts under Sortwirre Assurancc, Enrolled ntfiliale mtlsl order and mainiain continuous Software Assurance bovgrage for each Llcense ordered With Software Assurance coverage, Enterprise automaticjlly has tlre righl to use a nelv version of a licensed Product as soon as it is released, Even if Enrolled Afli ale chooses lrol lo rrse the new version immedialely I
(i) Except as olherwise perrniltbd under an Enrollmenl, use of lhe new version will be subject to the ne!! velsion's Use Rights
(ii) ll the Lice|]s€ for llre earlier version ol the Product ilr perp€tual at lhe lime lhe new version is released, the Licanse for the new version v,,ili also be perpeiual. Perpelual Licenses oblained through SoflfJare Assurance replace any perpetual l-icenses fo( lhe eadier verslon.

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[. l-iconse conlirmation. Thr5 Agreement. the applicable Enrollment. Enrolled Affilale's order confirrrralio[, and any documenlalior) evldencing lransiers ol perpelr.ral Licenses. togelher vJrlh proof ol pay[lent, !,,/ill l)e Enrolle(l nffiliale's evidence of all Licenses oblained Lrnder an Enrollnrent.

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g. Reorganizatlons, consolidatlons and prlvatizalions. lf the number o, Licenses covered Dy an Enrollmenl changes by ntore lhan len percenl as a result ol (11 a reorg"nization, consolidatioll or privalizatiori oi ar) errlity or an operaling divislon, (2) e privalhation ot an Alflliale or an operating division ol Enrolled Afliliale or any of its Aftiliate s, or (3) a consolidation irrcluding a rnerger urilh a thhd parly thal has an exisling agreemenl or Enroltmenl. n/icrosoft will )vork with Enrolled Aftrliale in good laitlr to detelnirre how lo accomrnodale its changed circumstances in the contexl of ihis Agreentent.

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Making copies of Prod.tcts and re-imaging rights.
a. Gcneral. Errrolled Alliliate rnay' nuke as rnany copies of Producls, as il needs lo distrib(te them withir) the Enterprise. Copies must be lrue an(l complele (including copyrioh( ancl trademart noltces) frotn nraster copies oblained kom a Microsoft approved lullillotent source.

Enrolled Afliliale may use a third parly to make lhese copies, but Enrolled Afl iale agrees il v/ltt be responsible forany third party's aclions. Ertrolled Afllliale agrees lo Tnake reasor)able eflorts to nolily ils ernployees, agenti. and any olher andividuals vJho use Ure Pro(lucts that the Pro([rcls are licensed fronr Micrbsofl and subieclto the terms of lhis ngreenEnt. b. Copies tor lrainirg/evaluation and back-llp. For all lrroducts olher thao Online Services.

Enrolled nlfiliate rnayi (1) use p lo 20 co,nplimenlary copios of any licensed Producl in a dedic€ted lrsirling facility on its Dremises for pu rposes of training on tltat 0arlicular Producl, (2 ) use up to 10 complinlentary copies of any Producls lor a 60-day evaluation period, an(l (3) use aQe conplimenlary copy (rf any licensed Producl For bacl(-up or archival purposes for each of ils dislinct 0eographlc locations. Trials for Online Servicesmay be evailable if specilied in the Use Rights.

Right to re-image, ln cerlain cases, re-irnagir)g is pennilled using the Producl media. ll lhe Microsoft Producl is licBnsed (1) fronl an originalequipment manufacturer (OEVI), (2) as a fu packaged Producl tlrrouglr a relail so(irce. or (3) unrler another [4icrosofl Drogram. tt]en media provided urrdet this Agreerlenl'rnay generally be used to creale irnages lor use in place of co[ies provided lhrough lhat separate so(rce. This right is cooditional rrpon the follovrir']g:
li) Separate Licensas n)usl be acquired lront lhe separale source lor each Producl I ha t 13 reimaged. (ii) The Prodrct, lanotlage, ,,/ersign. and compgnenls of the copies rnade rnusl be identical to llre Pro(luct. language, version, and all cotrrponenls gf the copies they rep,ace and the l1urnber ol copies or inslances of llr€ re-[naged Product pernlitled ren]ains the same. (iii) Exc€pt lor copies ol .in operraiirrg systern and copies of ProdLrcts licensed under another Microsofl program, the Producl typB (e 0.. Upgrade or Full License) re-inraged 0tust be identical to the Prod'rct lype licensed frorr the separale source. (iv| Enrollcd Affiliale musl adhere lo any Pr oducl.specrfic processes or reqUiremenls for rennaging i(lenliliecl in lhe Producl Terms.

Re-imaged Pto(lucts r€main subject lo the l€rms arrd use righls o, the Licer)s€ acqoire(l fron'r the separale source This sulldection does not cr€ale or exlend any Mictosoll warranty or supporl obligatiof
Transferring and reassign.ing Licenses.
a. Licqr)so traosfers. License lrahsfers are nol permilted, except lllat Cuslomer or an Enroiled Affiliate may lransfer only fully-pl.ricl perpetual l.lcenses to:
(i) an Afliliale, or
(ii) a lhird party solely in conrre.:tio^ willr lhe lransfer ol hard\yare o[ en]ployees to whorn ltte Licenses have been assignrid as parl of (A) a privalizaliol1 of an Alfiliate or agency or ol an E 20 l€J\t,r(USISLG(El.lct(No,/20 I 0) Faq!.{oltl
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case, the Enrolled A[filiate will have perpelual righls lor flll Licenses il has ordered; or P8!e 5 nf 1l
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6 Term and termlnatlon.
a. Ternr. The lefln of lhis Agreenrdnt willbe 36 tull calendar nronths [ron] the efFective dale uDless terminated by either parly 3s discribed below. Each Enrollment will llave the term provided in lhat Enrollnrent
b. Ternrlnatlo wilhout canse, Either pa(ynray tsminatethis Agreen]ent. lvilhout cause, upon 60 clays'written rrotice. ln the ei/enl of lefirination, new Enrollmenls vrill not he accepled. but any exislhg EDrollrnent ryill continUe tor the lelm of such Enrollment artd will conlinue to be governed by llris Agreemenl.
c. Mkl-tcfln termlnallon for non-ippropdation of Frlrtds. Enrolled Af,rliate nlay terminale thig Agreemenl or an Enrollrnent r,/ithout liabillly, Fenalty oI lurther obligalion t0 make paynlenls af l(lnds lo make paymenls under the Agreement or Errrollment are nol aPProprialed or allocaled by lhe Enrolled nffiliate for such purpose.
(1. Termination for cause. Wilhout limiling any olher rernedies it ntay have, eilher party may telllrinate an Errrollmenl il tlr€l olher party nlaterially breaclles its gbligatians under this Agreement, iflc[rding any obligation lo submitorders or pay involces. Exceptwhere lhe breach is by ils natLrre nol curable wilhin 30 days, the terminating parly must give the olher party 30 days'nollcc of its intenl lo termlhate and an opporl\lnily to cure the breacll. lf [rlicrosoft grves sucl] rotice lo ao Enrolled Affiliate. Microsoft also Wll give Cuslomer a copy of lhal nolice and Cuslomer adrees to help resolve lhe breach. lf lhe b,each aFfecls olher Enrollnrents aild cennot l)e rosolve(l betv/een Mitrosoft and Enrolled Alfrliale, logelher with Customer's help, u/ilhin a reasonable period oI lime. Microso(t lnay ternlinale this Agreement and all Enrollnrents under it. lf an Enrolled /iffiliale ceos€s lo be Cuslomer's Alfiliate, il nlust pronrplly nolify Nlicrosolt, and Microsolt nray terminale the former Affiliate's Enrollmenl If arl Enrolled Affiliale lelninales ils Enrollrnent as a resLrlt of a Dreach by Microsolt, or if Microsoft lernrinales an Er).ollmeol because Enrolled Alfiliale ceases to be Cuslomer's Afliliale, then Enrolled AFfiliate will have the eerly lernlinalion rights desclibed in the Enrollnrenl. e. Early teflninatiofl. ll (1)an Enrolled Afliliale leflrrinales its Enrollntent as a r€sUll ofa breach by Microsofl, or (2) il lvlicrosoll lerminates a^ Enrollmerll because the Enrolled Affiliale has c€arred to be arn Aflillate ol Cuslorner, or (3) Enrolled Affiliate lerminates an Enrollmenl loI no!'lappropriation ol funds, or (,1) Microsoll ternrinates an Enrollllenl lor non-payment due lo nonapl)ropriation ol hrlds. then lhe Enrolled AFfiliale v.,rll llave lhe lollowirrg oplions:
(l) lt may inrnlediately pay the iotal renraining amot'nl dtre. incl(ding atlir\!ilalhrenls, irl wllich EA2O ri^q r(U$)liLajtEtrGr(N,ll./io r Li)
operaling division ol Enroiled Alhliale or an Affiliale. (lr) a reolganization, or (C) a consolidation. I
Uporr suclr transfer, Cltstorner br Enrolled Af,iliale mast uninstall and discontinrte risir]g lhe lrcensed Prodlrct and render ani copres unusable
b. Notlrication of License Trar tslcr. Errrolled Affiliate rnrrsl nolify Microso,l ola Lrcense transfer by cornpleling a license' iransfer fornt. which can be oblained fronr l'rtto:.//w\M/,/ oricr o soll corlr/l:censino/cor rlracls and sendil'lg lhe coDlpleled lornl to Microsoll betore the Llc6nse transter. NoLicense lransfer will bevalidurrless Errroll€d Affiliale provides to llre lransferee, ancl lhe lransferee accepts in rvriling, documeots sufricient to enaltle lhe lransferee to ascertaill t]re sr:ope, purpose and limilations of th€ rights granled by irlicrosofl under lhe licenses bein$ lransferred (rncludingthe applicable Use Righls, use and tral]sfel reslriclions, u/arralties and l nitations ol liabilily). Arry License trarrsier nol nrade in conpliance rrilh this seclion will be void.

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c, lnlernal AssigrUrrent of l-ic€nses arld Software Assurance, Licenses and Sollware Asstirance must be assigned lo a single user oI device within the Enterprlse. Licenses and Soll,rare Assurance may be reassigned wilhin the Enlerprise a$ described irr the Use Rights ( li) ll lrray pay only sll]ounts due as ol lhe lefffiination dale, in which case the Enrolled Atfiliate u/ill have perpetr ral l-icenses for:
1) all copies of Products {inclu(ling the latest version ol ProdLrcls ordered under SA coverage in lhe culrenl ter'tn) lor rlhich payrnent has been made in Fuil, and 2) the numher ol copies of Prodrrcls it has ordered (inchrdmg lhe lalesl version ot Producls ordered under Software Assurance coverage in currenl l€rm) lhal is proportronal lo lhe totalbf installmenl paynrents paid versus total amounls due (paid and payable) if lhe early lermination hacl not occUred. (iii) ln lhe case of early lenrination un(ler srrlrscriplion Enrollmenls, Enrolled Afliliate rr'rlll have the following .{tions: r
1) For ellgible Pro(lucls. Erirolled Af filiate may obtairr perpelua I Licenses a s describe(l in the seclion of lhe Enrolhenl lilled "Buy,out option.'provided lhat firlicrosoft receives lhe lluy-oul order for lhbse LicensEs wrthin 6b rJays after Enrolled Affiliatc provides lrotice ol le.n']inalion
2) ln lhe event of a breacl) tly Microsotl, il CLrstomer clrooses not to €xercise a buy,out . oplion, Microsoft will issue Enrolled Alfilaite a credit for any amount paid in advance for Subscription Licenses thal lhe Enterprise will not be abte to Use to do ihe lernlinaton of lhe Enrollhenl.

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lrlothing in lhis section slrall aflecl perpetual Lice[se rights accluired eilher ir] a separale agreernenl or in a prlor lerrr of the lefrnirrated Enrollrnent Elfect of tcrminallon or explrailon. V1./herr an Enrollmenl eyplres or is lenninated. (i) Enrolled AFfiiale must orderrLicenses for all copies of Pro(lucls it has run for which il has nol previously slrbnrilted an brder. Any and allunpaid paymenls lor any order o[ any kird rernain due and payable, Excepl as provided ir the sUtrsection titled "Early termination," all unpaid paymenls lor Licenses immediately become due and payable. (ii) Enrolled Affrlisle's right lo Soft are Assurance benefils under lhis Agreement encls if il does rDl redew SoFlware Assuranse.
g. Modlflcatlon or l€rminatlon of an Onllne Servlce for ragulnlory reason6. fulicrosoft lay modily or lernrirrate an Online, Service r.rlrere ll]ere is any current or IutL[e 0oveftinrent requireoient or obligation thal. Il1) subjects ilicrosoFt to any regulation or,equirentent not generally applicable to businesses operating in lhe jurisdiction: (2) presents a hardslrip for lvlicrosoll to cohtinrE operating the Online Service wi rout nrodification, and/or (3) causes Microsofl to believe these le.ms or the Oflline Service may conflict wittl any such requirement or obligatlon.
lr. Prograrn updates. Microsolt rnay nrake clraoges lo this lrogram thal will make il necessary for Cuslonrer and its Enrolled Atliliales to er]ler into r'revv agreen]ents and En.ollmenls at the t[ne o[ an Eorollment rerlewal
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lJse, ownershio, riahts. ,Iaid restrictions.
a. Pro(lucls. Unlgss otlrerwrse specllied in a su,lplenlental agreemeot, use of any Ptodr/ct is Ooverned by the Use Rights stjeci,ic to each Pro(lucl ard versior) and bv lhe lerrns ol the applicable supplenrertal agr€enienl.
b. Fixes. Each Fix is licer]sed under the same telnrs as the Product lo wlliclr it applies lf a Fix is rot Drovided for a sl)ecific ProdLicl, any use riglrts tulicrosoll provides with the Fix \r/ill apply c. Non-fUicrosoft sortirar€ and lechnology. Enrolled Atfiliale is !olt..ly responsible for any non.

MicrosoFI sollware or technology lhat at inslalls or uses urith the Prodlcls or Fixes.

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d. Restriclions- Enrolled nffilate mtlsl ot (arrd is rrci licerEed to) (1) leverse engineer, deconrpile, or disassemDle any'frroducl or Fix: i2) inslall or use non-Microsotl sofl\rare or technology in any way that lvould subject fulicrosofts intellectual property or technology lo any . olher license lerms, or (3) work aro[nd any techllical lirnilalions in a Product or Fix or reslrictions in Producl documenlalion. Custorner must nol (and is not licensed tol () separate and run paris ol a Producl or Fix on rnore than one device, Irpgrade or clorvngrade parts of a Product or Fix at di{ferent limes. or lransFer Darls of a Product or Fix separately: or (ii) dislribute, sublicense, rer)|, lease, len(l ani Producls or Fixes in whole or ir'r Pad, or trse thern to oller hosling services lo a tLkd Parly.;
e. Reservation of righls. Producis and Fixes are protected by copyrighl and other intellectUal property righls laws and rnlerriational treaties. tulicrosoft reserves all rights not expressly granted in l,his agreemenl. No riohts,,vill be granted or rrnplied by v,/aiver or estoppel. Righls l,o access or use Software on a bevice do not give Cuslomer aoy righl to implemenl llicrosofl Dclents r)r other ilicr()sofl i^lelleclual prope[y in lhe device ilself or in any oll]er sollware or devices
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8. Confidentiality.
"Cor)fide0lial lnlorilalion'is non-public in(ormation thal is designated 'confidenlial" cI that a reasonable person should understand is con,i(lential, includi g Custorier Dala. Confrdential lnfolnation does nol include infornration that (a) beconres publicly a'lailable r?ithoul a breach ol lhis agreeinenl. (b) lhe receiving party received laMully lrorn anolher source without a conlldentiality obllgation. (c) is independenlly develope(1, or (d) is a coinnrenl or suggeslion volunteer€d sboul lhe other party's business producls or setvices.
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Each psrly v,tll lake reasonable sleps lo prolect lhe other's Confidential lnforrnation arrd v,rill use lhe olher Darty's Confidential lnformation only for purf)o$es olthe parties' business relalionship Neither party will disclose that Confidenliellnlonnation to thir.l parties excepl lo ils employees. Afl'iliates. cot)lraclo/s, advisors and co|rsultanls ('ReprBsenletives") and lhen only orr a need-to-knew basis und€f nondisclosure obligations at leasl aE prolective as this agreemetll. Each parly rernains responsillle for lhe use ol lhe Conlidenlial lnlonnation by its Represenlatives and, in the e,/ent ol dhcovery olany rrraulhorized use or clisclosure, must promptly notity lhe olher pany.

A party nrey disclose the other's Conlidenlial lrtlor.rlation il requiled l)y law: but orlly aller il nolilies lhe othsr parly (if lBgally p€nnissible) lo enable the other party to seel( a p.oleclive order.

Nelther psrty is re(l\rired to reslrict worl( assibnments of its Replesenlatives who have had access lo Confidential lnforrnation Each party agrees lhat the use of lntormation retairled in Represenlatives' Unaided menlories in the devslopment or deirloyrnent of lhe parties' respeclive producls or services does not create liabilily under lhis Agreenrer)l or trade secret law, and each parly agrees to limit whal it (liscloses lo the other accordirlgly.

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These obliqations apply (i) for Cuslomer Data un(rl rl rs (leleted frorn lhe Online Seryices, 3nd (li) lor all olher Confidenlhl lrrfoflna|on. tor a period ot lrve years alter a parly receive! the Conlidential ln[orn]ation.

Privacy and compliance viith laws.
a. Enrolled Alliliate cor$ents lo the processing of personal inlonnation by Microsoft and ils agellls to facllilale lhe srrbject matler bf this Agreernenl, Enrolled Alliliate rvill oblain all required consenls lrom lhird parties und6r applicallle privacy and deta prolection lavJ before providing personal rnform3lrcn lo lricrosofl
lr. Personal irrformnlion collected under this agreernent (i) Inay be lrans,erred, slored ar'rd processed in the United Slates or any olher country in which Microsolt or its service providers mailltain lacililies and (ii) rr/ill be subjecl lo lhe privacy terms specifie(l in the Use Righls tvlicrosoft will abide l)y lhe requirements of European Economic A[ea and Swiss dala proteclion I
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law regarcJr g the colleclion, Us€, transier, relentaon, and other processirlg oF personal dala lrffr lhe Eu,opean E(:o omic Aiea and Swilze,la,!d.

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U,S.export, Productsand Fixes are sublecl toU.S. exporl jurlsdiction- Enrotled Afflliale musl comPly witlr all apl)licable In,lernational an{l tlational la\,,/s, i,tcludir'}g lhe Ll.S Eypon ndlrinistratiorr Reg0lations a nd' lnte rnational Traflic in n rms Re(ulations. and end-USer, en(l use and deslination restricllons issued by U S. and other governments retaled lo [4icrosoll producls, services arld teclrnologieB.

10. Warranties,
a, Li0rite(l warranties and rernedies,
(i) Sortware, Microsoll warraAls lhal each versioo ol lhe Solh,rare v,/ill perloan substantially as described in the applicablc Froducl documentation for one year front lhe dale the Enle()rise is firsl licensed rfor lhal versior] ll il does nol and the Enterprise notilies lMacrosolt within lhe v,'arranty lernt, lhen Microsoll w[. al its oplion (1) return lhe price l:nrolled A,tiliale Daid for the Software license. or (2) repair or replace the Software (ii) Onlioe Seryicos, Ivlicrosoli warra[ts that each Online Service will perlonn in accorclance wlth lhe applicable SLA (lrrring the E lerprise's use. The Enlerprise's rerltedies For breach of lhis warranly are in the SLA.

The renledies above ar€ the Enterprise's sole rernedies ror bfeach of llrc v/arranties itr lhis seclion Customer waives any br each ol v,/arranty clainrs nol rnade during lhe warranly period. b. Exclusions, The !,/arranties in lhis agreemenl do nat apDly to probletns caused by accident, atluse, or use in a manner ir,cor)srstenl with thrs Agreernent, inclu(ling failure to meel ntioinrum system re(luireme,rts. These'wanantes do not apply lo tree, lrial, pre-releare. or beta produtts. or to conrponenls ol Products that Enrolled Affiliale is permitted to redistrib{ e. c. Disclaimer, Except ,or lhe'lirnite(l warranties above, Microsoft provldes no other warratrties or condlllolls atid disclairns a y other express, amplie(l, or statutory y/arranties, including lvarranlles ot qUality, title. non-infringement, merchontabillty, alld litness ,or a panic(llar purpose.

11. Defense of thircl parly claims.

The parties willdL'lend each other against the thild-party clain]s (lescribed in lhis seclion ard will pay the amounl ol any resulting adverse flnal iudgfiienl or apFroved set emenl, b(lt only iF the clefending paity is l)romplly nolllied in v/riting ol the claim and has the right to conlrol the defense afld any settlemenl of it. The pa(y being deFended must provide lhe delending parly ]vith all requesled assislance. inloflnaliort, and aulhority. The defending party will reiinl)urse the olher parly for reasonable oul-ol"pockel e)(0enses it incurs in providing assislance. This section describes the parlies'sole remedies and erltir€ liability for such claims

8. ByMicrosofl- Mrcrosolt willdefend Enrolled Alliliale againsl any third-parly clarnl totheextenl il alleges tlral a Producl or Fix rnade available by lvlicrosol( for a lee and used withhr the scope oF the license granled (unmodifib(l Frorn the iornr provided by Microsoft and not contbined with anylhillg else) nlisappropriales a trade secret or directly infringes a patenl, copyrighl, lrad€mark or other proprielary right ol a third party. lF lvlicrosoft is unable lo resolve a claim of iniingenterll Lrnder contnrercjally reasonable ternls, it may, al ils option. pilher (ll rnodify ol replace lhe Producl or Fix with a lunclional eqrivalenll or 12) ternlinate Enrotled Aflitiate's license and refLrnd any prepaid lic,-.nse lees {less depreciation on a five-year, straight-line basis) lor perpetual llcenses and any amoullt paid for Online Services for any usaoe period afler tlre leflninalion dale hilicrosotl !vill not be liable lor any c lair)ls or damages d(,e to Enrolled Afltliate's continued use ol a Producl or Frx aller being notified to stop due to a third,party claint. b. By Enrolled Afiiliate. -l'o lhe exlent Dermilted by apl)licable law, Enrolled AFfiliate ',!illdefend Microsoll against any third-pat1y claim to the extent it a eges that: (t) any Custolrter Dala or I
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noo-Microsolt soltware hosted in an Online Service by Mlcmsolt on Enlolled A(filiale's behalf misappropriates a lrade secrel or dteclly inhinges a patent. copyright. lradernarl(, or other proprietary r'ight of a lhird parly, or (2) Enroll€d Affiliate's llse of any Prod(icl or Fix, alone or i combinrlion \./ilh anylhing else. violates Ihe lar',/ or damages a lhird parly

12. Limitation of liability.

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FoI each P.Dcluct, eaclr pa,ly s r]raximLr,rr, aggregate liahrlrty (o tlre otlrer Under llris Agreerllenl is llnited to direcl danlages tinaliy awarded in an arnounl not lo excoed lhe anlounts Enrolled Afliliale was lequired tD l)ay for lhe applicable Products dnring lherterrrr t)t lhis Agreemenl, subjecl lo lhe followir]g:
a. O line Sorvices. For Online Services, Mrcloso/t's maxlnLrm liahility to Enrolled Afliliale for any inr:iderrl. giving rise to a clairh will not exceed lhe amount Enrolled Alfiliate paid lor the Onlilre Servlce during the | 2 mollhs before the incider(. b. Free Products and Dlstributalile Code. For Prodlrcts provlcled free of charoe and code thal Enrolled Alfiliate is aulhorize(J lo redislribtlte lo third parties without separale payment to Microsoft, Micrcsoft's liability is limited lo direct danrages firrally awarded up to US55,000. c. Excluslolls, ln no evenlwill eilher parly lre lisble lor rndirect, incidenlal, special. punitive, or coflsequential damages. or for loss ol use, loss oI business infolmatioll, loss of revenue, or internrplion ot business, howevdr caused or sn any theory of liabilitY. (1. Exceptions. No lirnilation or exblusions ,rill apply to liability arising out ofeither party's (l) confidentiality obligations (except for all liability rebled lo Cuslofi]er Data, uhich will remaitr subieci to the lirnitations and exclusions above). (2) delense obligationsi or (3) violatiorr of lhe olher party's intelleclual property rights.

13. Verifyingcompliance.
a. Right to vorify compllance. Enrolled Allrliale rnust keep records relating lo all use and distributbrr of Producls hy Enrcilled Aflilialc arrd its Affiliales. (4icrosolt has the right, at ils expense, to the exlent penrilted by applicable lav/, lo verily conlpliance v,,ith the Frodt,cl's license ternrs. Errrolbd nfftliale 'nusl prornplly provide lhe independenl attditor with any inforn]allon the auditor reasonably requests in Frrrlherance ol lh€ ve licatiou. inc udinq access to syslems running lhe Prodrrcts and evidence ot Licenses for Producls Enrolled Alliliale hosls. sLrhiice,rses. or tlist,ibrrtes to thlrd p3rlies. Enrolled Afliliale agrees to conlplele Microsofl s selt-ardit process, which lvlicrosoft nlay re(luire as an altelrlalive to a lhird party audil. t). Retnedles for non.conrpliance. ll verilication or self-aLrdil revBals any unlicensed lrse o, distribution. therr wilhirr 30 days', {1) Enrolled Atliliale must or<ler suflicienl Licenses to cover lhal Use or clistrihulion, and (2) if unlicensed (rse or distribulion is s'li or rnore. Enrollerl Affiliale tnusl reinrburse Microsolt lor tlre cost Microsoft lras incurred in verification and acquire the necessary ad(litionat licenses ail tZS'tn ot the price base(l on the lhen.currenl p ce lisl and Enrolled Atfiliate price lcvel. Th6 unlcensed ose percer)tage is based on the lolal nurnber of licenses pUrchased conrpared ld actual install base. ll there is no unlicensed use. Microsolt v,/ill nol subiect Enrolled Afllliale lolanother verification for at leasl one year. By exercising the lights and proce(lures descrit]ed above. lvlicrosoft does not wirive ils rlghls to enlorce this Agree,nerrl or to pmlect its inlellecltlal properly by any olher nreans permitted by law. c. Verilication process. tulicrosofl will notity Enrolled Alllliate al least 30 days in ad,,/ance of ils inlent to verily Enrolled Alfiliate's conrpliance !,rith the licelrse lerl1s for lhc Prcducts Enrolled Alfiliate and ils Alliliales use or distribute Microsoft willengage an independent a(dilor, which v,/ill bc subject to a confide0tialily obligation. Any inlormatioo collected in the self-audilwrll be used sotety fot purposes ol (letermining conrpliancc. Tlris verilicatioo will lake Dlace during norntal business hours and in a n]anner llEl does not lnlerrere trnreasonably with El)rolled Afliliate's operotions.

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14. Miscellaneous.
a. Us€ of corrtractors. Mictosoll mry use contractors lciperrorrn services, bLrlwill be resDonsible for therr Derfornrance subject lo the ter,ns ol lhis Agreenrenl l). Microsoft as independent conlraclor. The p.liies are independent contractors. Enrollecl nlfiliale and Microsofl each rnav (levelop Droducls independently rvilhout uslng the othefs Confidenlial ln,onrlaliorl
c. Notices. Nolices lo l/rc rosoft nrlst be senl lo lhe address on tlle signatrrre lorrr r Notices mr-rsl he in writing ancl will tre lreated as delivered on the dale shoy,/n on lhe relurn teceipl or on the courier or lix conliflnatiorr ol drllivery. Microselt rnay provkle rnFormalion to Enrslled A,liliate aboul tlpcomlng ordering deadlinEs. services, alld subscdption inlorrnaliorr rn eleclror]rc fofln, inclnding by email lo contacls provided by Enrolle(l Affiliale Enlails willhe trealed as (letivered on lhe transmission date.
(1. Agrecincnt not exclusive, CLtslon]er is free to enter into aqre€ntenls lo license. Ltse ot promole non-Microsolt Froducts.
c. AlreDdlnents. Any arnenclment to lhis Agreemenl m(sl be executed by bollr parties. except tlrat Microsoll may chan0e lhd Product Terms and tlre Use Righls frorn lirne to tirne irl accordance rvith lhe terrns ol this Agreernenl. Afl/ conllic(ing lerms ard condilions conlaine(l irr an Enrolled Affiliate's purchasb oder will not afJply. Microsofl may require Cuslorner to sign a new agreemenl or an arren(lDent belore an Enrolled Alliliate et)ters into an Enrolltnenl under llris agree|l)ent. r
f. Asslglrlne.rt. E ilh er parly rnay assig n this Agreernenl lo an Affiliale, bul or usl notify the olher frarty in writing-of the assignrneht. Any olher proposed assignrnent rnusl be approved by lte oon-assigning party in writing. Assignrnenl ,,'/lll nol relieve the assigning party of ils obligations trnder llre assigned Agreement Any attempted assignment ,rt/itlrcul reqLrire(l approval witl l)e void.
g. Appllcable lawi disp[te resollttiotr. The terms of this Agree'Ient vnll be governed l1y lhe lilvrs of Cuslorne/'s stale, wilhoul giving effecl lo ils conflicl of laws. Disputes lelaling lo this Agreem€nl will be subiecl lo applicable dispute ,rsolulion laws of CustoDrer's state. h. Severabllity, ll any pro'/rsion rnlhis agreerner)l is held lotre llnenforceable, ll)e halance of the agreernerl will remain in full lorie ancl ef{ecl
i. Waiver. Failere to enforcs any'provision of ll]is agree|rent will lrol conslitule a warver. Any waiver must be in vrriting and signed l)y lhe waMing parly. j. No thlrd.party lleneficlarles. ,This ngrEemenl (toes rlot crBale aoy lhird-party beneficiary rights.
k, S(rvival, All provisions survive lerninalior) or expirallon of lhis Agreeriertt exceDt lhose requirir'tg perfornrance orrly during tlre lerrr of lhe ngreemertl, l. Managemcnt and Reportlng. Qustonrer and/or Enrolled Alliliate nlay n)anage account details (e.9., contacts. orders, Licerrsbs, soltware do,.vnloads) ofl Microsolt's Volurne Licertsirrg Service Cenler ('VLSC') web site (or successor site) Et:
!.!!rs rwvrw nrCrOSOfl cqnl/licens,rrn/servr,:ecente, UpOn lhe effecli,/e dale of lhrs A0reeoterrl . an(t any Enrottrrerrts t[;;o;t;i6lG;[G,i fo, rhis rrurpose e/i[ be providect accr].r t rr, t Site and n)ay aulhOrize addrtional users and cofltacts. nr. Otder of preced€nce. lrr the case ol a coollici bel,r'/een any docul]ents in I his Agreement rat is nol expressly resolved in lhose docun]enls, lheir terms will conlrol ir) llre followjng or(ter fr,orir higllesl lo lowesl priorily: (1) this Enterpdse Agreerrenl, (2) any Enrollment, (3) the product Terms. (4) lhe Online Services Tems, (5) orders subn'tilted txrd61 otis Agreement. a^d (6) any other docunrents in lhis Agreeh]ent. Terms ilr an ilrlerrdnelll control over tlle amended docurnenl end any prior ame drnenls coocerning lhe same sUbject malter.

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FreeProducts. lt is Sricrosofl'd intent thal theterms ollhis Agreement and the Use Rights be rn corrplrarEe wrth all applrcaDle lederal law and regu,ations. Any lree Product provicled to Eorolled Alfilrale is tor the sole irse and benetit of lhe Enrolled Alfiliate. and is not provided for use by or personal benelit of anry specific Aovernmenl entployee.

Voluntary Producl Accessibility Tenlplates. l,,licrosolt suPpods the governlnents obligalion lo provide accessible technologies to its citizens witlr disabilities as req(ired by Seclion 508 of lhe Rehabilitation Act c,f 1973, and its slale la\,,,i counterparls. The Voluntary Producl Acces$il)ility Ternplales ('VPATS') for tlle [,licrosoft techr)ologies use'J irt providir]g the Orrline Services can be found at lvlicrosofl's VPAT page. Further information regarding Microsoft's conr)lilrnerll to accessibilily can l)e found at llttp //w,rr'!r'/ nlicrosol'l.corrl.reDsble Natural disaster. Ir tlre evenl 6f a "nalurirl disasler, lriclosoft Inay provide addilional assistance or rights by posling t'lrem on l8!p-Oq.g4l,UlgI9S-S!-@$ al such lime.

Copyrlghl vlolation. Excepl 3s sel forth in tlle section aLrove entilled "Transfe ing and reassigning Licerses', the Enrolled n ffilinte agrees to pay for, and comply Tvith lhe lerrns of thri Agreernenland lhe Use Riglrts, torthe Produclsiteses. Except lo lhe extent Enrolled Affiliale is licensecl rnrder llris Agreen*nl. il lvill be responsatie lor ils Dreacll of this conl(acl and violalion ot Microsofl's copyriqhi in thc Products, including payrnent Df License fees sDecified in lhrs A0reernent lor unlicensed use.
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losert primary enlity name if rnorc lhan oDe Enrolllrenl/Registralion Fornr is submilted
Conlact information.

Each Party vr'ill 0oliry lhe other in writinc i[ any of the inFornalion in lhe following conlact inloflnation page(s) changes. The aslerisks {') indicate require(l fietds: il the en ty ct.looses lo designate other conlacl types, llre safre required tlelds rnusl be corhpleted for each section. By providing cor]lacl inlormation. entily consents lo its use for purposes of adnrinistering lhe Enrollment by fulicrosofl and other pa{ies lhat help Microsoll adn]i]risler lhis Enrolheol. ThB pe/sonal inlornation providecl in connection with ll)is ggreenrenl !vill be used a d prclecte(l accor(ling to lhe prlvacy slalentenl available at llltDs iilicensi mraro50ll.con

1. Additional notices contact.
'fhis contact receives all notices tlrat are sent from lllicrosofl. No online access is grantecl to this iodlvidual,
Narna of cntily' Counly of Rrversde I
60lrtact oarll€i; First Regina Last Funderlrurk
Contact elltall address' [email protected]
Slreet addross'3450 14th Slreel,4th Floor;
City' Riverside Stale/Province. Cal[o14ia'posral code. 9250t-3861 Country* USA
Phone'951-955-2265 Fax I
f] Thls contacl is a lhild party {not tlre entity). \y'./aflring: ',hrs corltact recelves personally i,Centifiable inlormalion of the entity.

2. Software Assurance maniger.

This contact will receivc online pernrissiohs to rranage Enrollnrent or Registralior'r.

Name of entlty' Counly of Rrverside
Contacl narne': First Regtna l-ast F{rnrlerbrrrk
Contact email acldress' [email protected]
Street address'3450 l4th Slreet..llh Floor
City' Riverside State/Province' Cahlorrtaa Postal code' 92501 -3861 $rFCr)lrlncllrloFo,m(r'lA.lliD)(f i\rC)(Orl2U r j})
tire Sollwar€ ASsrrrallce benelits uodef ll're
Prgc 1 ol:l
I
I
I
I
I
I
I
1 This lorm carr be use<l in combinalioh wilh MBSA, Agreernerlt. and Eltroflment/Registration However. a 6eparale form m(st be submrlled for each enrollmenl/registralion, $hen mote lhan ore is subnlitled on a signature ,orm. For the frrrposes of tlis form,'entity" can mean Ihe signing entity, Cuslorner, Enrolled Affiliate, Gove(xnettl Partner, loslitutiorl, u{ ollrer party enterillg inlo a voll,|ne licensinq program agreentenl Pramaty and Nolices contacls in lhjs fonn will not apply lo enrollmenls or regjslrations.
cotlntry" USA
Phone' 9151-955-2265 Fax
E This contacl is a lhird t)arly (not ll)e enlily). Warning. This conlact receives Dersonally icjentifiable intormatiorr of the entity.

3. Subscrptionsmanager.

This conlacl will assign lvlSDl.l. Expression, and TechNel Plus subscriptiolr licenses to ll]e individual subscribers under this Enrollrnent or Regislration Assignnlent of lhe sukJscriplion licenses is necessary for access lo any of the online benefits, sr.rch as subscription downloads. This contaGl will also manage any complimentary or additional Ineclia prrrchases related to these subsctiptions.

Name of entity' County of Riverside
Contact rame': Flrst Regirra Last Fuoderburk
Conloct email address' RFunderbLtrk@r ivco.orgl
Street addrBss' 3450 14th Slreel, 4th Floor
City' Riverside State/Province' California Postal code' 92501-3861 Corntry'USA
Phone' 051-955-2265 Fax
! This conlact is a third party (not lhe entity) !ryarning: fhis contact receives pelsonally idenlifiable informalion oF lhe enlity

4. Online seruices manager.

Tl{s conlsct will be provided onlirre perrnissions lo manage tlre olline services ordered under llle Enrollment or Re(]istralion.

Nan|e ol entity'County of Riverside
Contacl narn€': Flrst Luis Last Flores
Contact enlail address* LFFIores@dvco olg
Slreet addrcss'3450'l4lh Slreet, 4lh Floor
city" Riverside State/Province' Califonria Postal code" 92501-306.1 Corrrrlry'USA
Phone' 951.955-8114 Fax
n Thls contact is a thrrd parly (nol llre enlily). Warning: This contacl receives personalty identiliable inlormation of lhe entily.

5. Custo.ner Sop port Manager (CSM).

This person is designated as the CtBtomer Support Manager (CSM) lor sUppon-relale( activities Narne ot errtlty' County ol Riverside
contact name': First L(is Last Floles
cor)tact enrail ad(i ress' [email protected]
Strccl addrcss'3450 14lh Slreet,4lh Floor
City'Riverride StatelProvlnce' C0lifornia Postal code' 92501.386'1 Country'USA
Phone' 951-955-8114 Fax

6. Primary contact intormatio|t.

An lltdividual fronr insirie lhe organizatior nrust serv€ as the prinrary contact. This contacl receives online admioislrator permissions and nray grarlt orliog access to olhers. Tlrls conlacl also receives all nolices unless Microsoft is provided $rrilleo nolice of a change.

Name of ontity'County of RiverEide
3, rpC.rr,rrcli,rl0l or,n(l'JA.ll,lLjlll-:N i!) tll.l2n 1 1) Pagc 2 ol :1 Corlact narne': Firsl Jirn Last Smilh
Coritact email address' [email protected]
Strcet address' 3450 14th Slreet, 4th Floor
City' Riverside State/Provlnce' CA Postal code' 92501-3861 Cotrntry'US
Pho[e' 951-231,5909 Fax

7. Notices contact and online administrato| information.

This iodividual teceives online adrr,nislrator perorissio,ls arKl rfl;ty gr,tnl or)lrne access lo others Thls contacl also receives €ll notices
I San)e as ptinary contacl
Narne of cnlity' Contaclna,ne':First Last
Contacl ellrail addr€ss"
Strcel a(l(lress'
City' Stale/Provi[ce' Postal code'
Country'
Phone' Fax
l] This contact is a tlrird pa(y (not ihe entllyl. Warnir)g: This conlacl recelves t)ereona y idenlifiable inloftiration ol lhe entaty,
SrrprlorlircllrkiFo,Ir(tl4.rNl)ir:f(i)rad11) I :t\ FnlF :, .-,t 3 III Ir4icrosoft Vclume [-icensinq
Program Signature Form
MBA/l\4BSA number Proposal lD
Agreemenl number
Noto: Enter the applicable aclive numbeG associated wilh lhe documenls below. Microsott requires the associated ac{ive number be indicated hsre. or listed below as new.

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

This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the etfective date identifled 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. \h\rr
DATF
' indicates required field
Select Plus Aqreement x20-0487 4
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
Select Plus AfFiliate Registration Form x20-04921
.Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenVRegistration> 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 Document Number or Code
Contract Document Number or Code
Printed Title. Procurement Contract Specialist
signature Dale' 07 I 17 1201 3
I entity name). County of Riverside
t.) c
Al fr ;(! I
( b
T} CO Pdntod First and Last r:OR
,lY
.

Name of E
Slgnature.
nlust
Tax lD 95-6000930
Customer
ProgramSil,lnForm(MSSign)(NA,LatAm)ExBRA, MLI(ENGXOcl201 2) Page 1 of 3 lnes Mark
Microsoft Licensing, GP
Printed Fi6t and Last Name
Printed Title
Signature Date
(date Microsoft Aftlliate countersigns)
Signature
Effective Date
(may be different than Microsoft's signature date)
Name of Entity (must be legal entity name)'
Signalure"
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.

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 ot Entity (must be legal entity name)'
Signature'
Printed First and Last NamePrinted Title.

Signature Oate*
ProgramSignForm(MSSign)(NA.LaU\m)ExBRA,[,lLl(ENG)(Oct201 2) Page 2 of 3 Microsoft Affiliate
Outsourcer
ProgramSignForm(MSSignXNA Lal,Am)ExBRA.MLI(ENG)(Ocl201 2) Page 3 of 3 Prepared By: Name of Preparer
Emall of Preparer
Volume Licensing
Select Plus License Program Agreement State and Local

1. 2.

3. 1.

5. 6.

7. 8.

9. 10.

11. 12.

13. 11.

15. 16.

17. 18.
10 11
12 13
14 14
Deli n itions..........

Haw the Select Plus License program works................

How to establish prtce bvel. ,.,,..,...

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

How to know what Product Use Rights app|y.............

How to order Product Licenses. ...

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

Term and term in ation.,.,..................

How to renew an Order. ..................

Restri ctions on u se........

Confidentiality
1 3
3 3
4 5
6 6
7 I
9 9
Warranties.

Defense of infringement, misappropriation, and third pafty claims........

Limitation of
Non-Mic rosoft software or Tec h nology......

Miscellaneous.

This Microsofl 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 ('l ) 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 government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer;
(ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state jurisdiction and geographic boundaries; and
SelectPlus20l2AgrGov(US)SLG(ENGXOct201 2) Page 1 of 16
Documenl )Q0-04874
Contents

1. Definitions.
ln this agreemenl 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 slate 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 Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsofl
'available" means, with respect to a Product, that Microsofl has made Licenses for that Product available for ordering under a particular licensing program:
"Commercial Product" means any Product Microsoft makes available for license for a fee; "Contractor' means any third party supplier or other provider of computer technology or related services. "Customer" means the entity that has entered into this agreement and its Affiliates:
"Customer Data' means all data, including all text, sound, software,or image files that are provided to Microsoft by, or on behalf of, Customer through Customer's use of the Online Services. "Fixes" means Product fixes, modifications or enhancements or their derivatives that Microsoft releases generally (such as Commercial Product service packs);
"License" means Registered Affiliate's right to use the quantity of a Producl ordered. For cerlain 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 document Customer or Customer's Atfiliate submits under this agreement lo acquire Licenses or Services;
'Online Services" means the Microsoft-hosted services identified in the Online Services section of the Product List.
"Product" means all software, Online Services and other web-based services, including pre,release or beta versions, identified on the Product List.
'Producl List" means, with respect to any licensing program, the statement published by Microsoft from time to lime on the World Wide Web at htto://www.microsoft.com/licensino/contracts or at a successor site that Microsoft identifies, which identifies the Products thal are or may be made available under the program (which availability may vary by region) and any Product-specific conditions or limilalions on the acquisition of licenses for those Products;
"Product Use Rights" means, with respect to any licensing program, lhe use rights for each Product and version published for that licensing program at http://www.m icrosoft.com/licensino/contracts or at a successor site.
"Qualifying Contract," means ('1)an Enterprise Enrollment under a Microsoft Enterprise Agreement; (2) any Enterprise Subscriplion Enrollment entered into under a l\4icrosoft Enterprise Subscription Agreement, or a Select Agreement.
'Registered Affiliate" means an entity, either Customer or any one of Cuslomer's Affiliates, identified on an affiliate registralion form that has been accepted by Microsoft and has submitted an Order under this agreement;
"Reseller" means a large account reseller authorized by [,4icrosof1 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 lo and by which it measures the level of service for an Online Service.

SelectPlus20l2AgrGov(US)SLG(ENGXOct201 2) Page 2 ol 16
Document )O0-04874
"software Assurance" means an annuity offering thal 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 circumslances to maintain its secrecy.
"use" or "run" means to copy, install, use, access, display, run or olherwise interact.

2. How the Selecf 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 Oualifying 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 A{tiliate will determine the Registered Affiliate's actual price and payment terms.
b. Choosing and maintaining a Reseller. Each Registered Affiliale 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 estabrish price level.

Establishing price levels. Each Product offerjng is assigned a point value on the Product List and is assigned to a Product pool. The Customer's price level for a pool applies to purchases made by all Registered Affiliates under this agreement. Throughout the term of this agreement, the Customer's price level for each Product and its associated Pool (Applications, Systems and Servers) will be level "D." Customer does not need to acquire Products in all pools. The price Microsoft will invoice Reseller will be based on Customer's price level for the pool of the Product ordercd. 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 lhe Licenses obtained under this agreement and are not related to any order of, or fulfillment of, software media.

The ability to run current or later versions of a Product licensed under this agreement could be affected by minimum system requirements or olher factors (e.9., hardware or other software) a. General. At any time afler their registration has been accepted by Microsoft, a Registered Afliliate may run for its own benefit as many copies as it chooses, of any available Products it chooses, provided that it submits Orders for all copies in the month in which those copies are first run.
b. Use by Affiliates. A Registered Affiliate may sublicense the right to use the Products ordered under this agreement to any of its Affiliates, but Affiliates may nol 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 Documenl )Q0-04874
How to know what Product Use Rights apply.
a. Product Use Rights. Microsoft publishes Product Use Rights for each version of each Producl. The latest version of the Product Use Rights is available at http://www.m icrosoft.com/l icensinq/contracts
(i) Product Use Rights for curr€nt and future versions of Products. The Product Use Rights in effect on the effective date of the agreement will apply to all Registered Atfiliates' 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 lhose 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 thal was current on the agreement effective SeleclPIus20l2AgrGov(US)SLG(ENGXOct2012) Page 4 of 16
Document )O0-04874
5 c. When Licanses 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. Thereafler, Registered Affiliate will have a perpetual License to run the number of copies ordered in the version ordered. (iD 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 producls 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-Perpetual Licenses, Some Products may be licensed on a fixed term or subscriplion 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 confirmalion, and any documentation evidencing transfers of Licenses, together with proof of payment, will be the Registered Afflliate'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 il 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 Producl and License type. 6 date, the Product Use Rights for the version licensed, not the version being run, will apply. However, if the earlier version includes comPonents lhal 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.

Microsoft may refuse to accept an Order if Microsoft has a business reason to do so.

Microsoft may change the Products and subscription services available under this program. b. When is the Registered Affiliate eligible to order iust 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 lhe following circumstances:
(i) Registered Affiliate may order Software Assurance for copies of Products lor 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 anolher term of Software Assurance for those Licenses prior to or at the expiration of the previous term.
(ii) During the term of the Agreement (including any renewal term), a Registered Affiliate may be eligible to order Software Assurance for copies of certain Products licensed through retail sources or from an original equiPment manufacturer ("OEM'), provided that the Registered Affiliate places its Order within the required time frame. The Product List at http://www.mi crosoft.com/lice nsinq/contracts identifies those Products that m ay 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 Afliliate 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 https //www.m icrosoft.com/licensinq/servicecenter/ or a successor sile that will be identified d
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 payments over three years rather than payment in a lump sum, it may make this election with its Reseller. ln such cases, Microsofl 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' SeleclPlus20l 2AgrGov(US)SLG(ENGXOct201 2) Page 5 of 16 Documenl X20-04874
c
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 Afflliate or Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the other using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect.

Making copies of Products and re-imaging rights.
a. General. The Registered Affiliate may make as many copies of the Products as it needs to distribute them within its organization. Copies must be true and complete (including copyright and trademark notices), from masler 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 Microsoft and can only be transfened subject to the terms of this agreement. b. Copies for training, evaluation, and back-up. The Registered Affiliate may ('l) 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 localions.
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 relail source, or (3) under another Microsoft program, then media provided under this agreement may be generally used to creale 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 lhe separate source.
(iv) Any Product-specific requirements for re-imaging identified in the Product List. (v) Re-images made under this subsection remain subject to the terms and use rights provided with the License from the separate source. This subsection does not create or extend any warranty or support obligation.

Tran sfe rri n g a n d re ass i g n i ng Licenses.
a. License transfers. License transfers are not permitted, except that Customer may transfer fully-paid perpetual licenses to:

Transferring Licenses to third parties. You may transfer fully-paid perpetual Licenses:
(i) if you are an agency of a state or local government to: (a) any other government agency, department, instrumentality, division, unit or other office of your stale 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 wilh 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 stale and located within SelectPlus20l2AgrGov(US)SLG(ENGXOcl201 2) Page 6 of 16
Documeht )(20-04874
e
7 I
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 olherwise terminated, and any terms of this agreement applicable to any Orders not otherwise terminated will conlinue 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 paymenls under the agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for breach. Either party to an Order may terminate it if the other party materially breaches its obligations under this agreement, including any obligation to pay amounts owed. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice and opportunity to cure. !f Microsoft gives such notice to a Registered Affiliate, Microsoft will give Customer a copy of that notice as well and Customer agrees to assist in attempting to resolve the problem. lf the problem also affects other Affiliate registrations and cannot be resolved between Customer and Microsoft within a reasonable period of time, Microsoft may also terminate this agreement and all other Affiliate registrations under it, unless the basis for termination of the registration is non-appropriation of funds to the registered affiliate, in which event Microsoft may only terminate the affected registration(s). lf a Registered Affiliate ceases to be an SelectPlus20l 2AgrGov(US)SLG(ENGXOct2012) Page 7 of '16 Document X20-04874
9 your slate's jurisdiction and geographic boundaries; and (iii) any olher entity expressly authorized by the laws of your state to purchase under state contracts, or (b) an unafflliated third party in conneclion 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.

Cuslomer must notify Microsoft of a transfer of license by completing a transfer notice form, which can be obtained from htto://www.microsoft.com/licensino/contracts and send the completed form to l\4icrosoft before the license transfer. No License transfer will be valid unless Customer provides to the transferee, and the transferee accepts in writing, the applicable Product Use Rights, use restrictions, limitations of liability (including exclusions and warranly provisions), and the lransfer 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 Afflliate. However, Registered Affiliate may not reassign Licenses on a short-term basis (90 days or less), or reassign Software Assurance or other upgrade coverage separalely 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 ('l) the replacement computer is licensed to run the latest version of that operating system, and (2) the Registered Affiliate removes any desktop operating system upgrades from the original computer.

Affiliate of Customer, Customer must promptly notify Microsoft of this fact, and Microsoft may terminate the divested Registered Atfiliate's registration. e. 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 Af{iliate 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 amounl due, including all installments, in which case the Registered Affiliate will have perpetual Licenses {or all copies of the Products it has ordered, or (ii) lt may pay only amounts due as of the lermination date, in which case the Registered Affiliale 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 amounls due if the early termination had not occurred.

Nothing in this section shall affect perpetual License rights acquired either in a separate agreement or in a prior term of the terminated registration. 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 termination of a Registered Affiliate's registralion, any and all unpaid payments or any order of any kind, including subscriplion 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 paymenl has not been made in full.

10. How to renew an Order.

Microsoft will provide prior nolice of expiration of any Software Assurance ordered under lhe agreement advising Customer of its Software Assurance renewal options. Microsoft may make a change to this program that will make it necessary for Customer to enter into a new agreement lo 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 anolher 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 Affliate is placing an Order for Software Assurance from multiple Select programs or is consoljdating multiple previous Enrollments or agreements inlo lhis agreement, please complete the multiple previous Enrollment form.

SelectPlus20l 2AgrGov(US)SLG(ENGXOct201 2) Page 8 of 16 Document X20-04874
11 . Restrictions on use.

Registered Affiliate must not:
a. separate and use the components of a Product on two or more computers, upgrade or downgrade components at different times, or transfer components separately, except as 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 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 lhere is a business need lo do so, Microsofl and Cuslomer may need to share/exchange their respective Confidential lnformation with each other to develop a more meaningful business relationship. Thls 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 inslances under this Agreement, Microsoft's handling of Customer Data shall be governed as described under various other provisions of this Agreement and by Microsofi's data security policy. a. What is included. "Confidential lnformation" is non-public informalion, 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 agreemenls.
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 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 c
servtces.

Treatment of Confidential lnformation.
(i) ln general. Subject to the other terms of this agreement, each party agrees:
l) it will not disclose lhe other's Confidential lnformation to third parties; and 2) it will use and disclose the othefs Confidential lnformation only for purposes of the parties' business relationship with each olher.

SelectPlus20l2AgrGov(US)SLG(ENG)(Oct201 2) Page 9 of '16 Document X2G04874
(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 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 Af{iliates and representatives. 1) A "Representative' is an employee, contractor, advlsor, 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 olher 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 Affiliates and Representatives are required to protect the Confidential lnformation on terms consistent with this agreement; and B. accept responsibility for each Represenlative'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 lhe other will disclose to it in the course of working together, or what that party's Representatives will remember, even without notes or olher 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 protective order. d. Length of Confidential 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 thal:
(i) Online Services will perform in accordance with lhe applicable Service Level Agreement; (ii) Products other than Online Services will perform substantially as described in the applicable Microsofl user documentation; and
b. Limited warranty term. The limited warranty for:
(i) Online Services is for the duration of Customer's use of lhe Online Service, subject to the notice requirements in the applicable Service Level Agreemenl; SelectPlus20l 2AgrGov(US)SLG(ENGXOct201 2) Page 10 of 16 Document )O0-04874
(ii) Products other than Online Services is one year from the date Cuslomer first uses lhe 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 Microsofl'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 meet any of the above limited warranties and Cuslomer notifies l\4icrosoft within the warranly 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. ii|ICROSOFT DISCLAIMS ANY IMPLIED REPRESENTATIONS,

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

14. Defense of infringement, misappropriation, and third party claims. a. Microsoft's agreement to protect. Microsoft will defend Enrolled Affiliate against any claims made by an unafrlliated third party that any Product or Fix that is made available by Microsofl for a fee infringes that party's patent, copyright, or trademark or makes unlawful use of its Trade Secret. Microsoft will also pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents). This section provides Enrolled Affiliate's exclusive remedy for these claims.
b. Limitations on defense obligation. Microsoft's obligations will not apply to the extent that the claim or award is based on:
(i) Customer Data, non-Microsoft software, modifications Enrolled Affiliate makes to, or any specifications or materials Enrolled Affiliate provides or makes available for, a Product or Fix.;
(ii) Enrolled Affiliate's combination of the Product or Fix with a non-Microsofl product, data or business process; or damages based on the use of a non-Microsoft product, data or business processi ;
(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; SelectPlus20l 2AgrGov(US)SLG(ENGXOct2012) Page 11 of '16 Document /O0-04874
(iv) Enrolled Affiliate's use of a Product or Fix afler Microsofl 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 Microsofl for any costs or damages that result from any of the above actions. c. Enrolled Affiliate's agreement to protect. To the extenl permifted by applicable law, Enrolled Affiliate will defend Microsoft and its AfFiliates against any claims made by an unafflliated third party that:
(i) any Customer Dala or non-Microsoft softlvare Microsoft hosts on Cuslomeis behalf infringes the third party's patent, copyright, or trademark or makes unlaMul use of its Trade Secret;or
(ii) Arises from violalion 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 lhese claims.
d. Rights and remedies in case of possible infringement or misappropriation. (i) Microsoft's offerings. lf Microsoft reasonably believes thal a Producl or Fix may infringe or misappropriate a third-parly's intellectual property rights, Microsoft will seek to: (1) procure for Enrolled Affiliate the right to continue to use lhe 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 Afliliate 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 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 Cuslomer 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 the allegedly infringing item. lf Enrolled Affiliate fails to do so within a reasonable period of lime, Microsofl may suspend or terminate the Online Service to which the Customer Data or non-Microsoft software relates.
e. Obligations of protected party. Enrolled Affiliate must notify Microsoft promptly in writing of a claim subject to the Subsection titled "Microsoft's agreement to protect'and Microsoft must notify Enrolled Afiiliate 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. Limitalion on liability. To the extent permitted by applicable law, the liability of each party, its Affiliates, and its Conlractors arising under this agreement is limiled to direct damages up to ('l)for Products other than Online SeNices, 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 Iimited to U.S.

SelectPlus20l 2AqrGov(US)SLG(ENGXOct2012) Page 12 of 16 Documenl )(20-04874
$5,000. These limitations apply regardless of whether the liability is based on breach of contract, lorl (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 agenls, and awarded by a court of final adjudication (provided that, in jurisdictions that do not recognize a legal distinction between "gross negligence" and "negligence," "gross negligence'' as used in this subsection shall mean "recklessness");
(iii) liabilities arising out of any breach by either party of its obligations under the section entitled "Confidentiality", except that Microsoft's liability arising out of or in relation to Customer Data shall in all cases be limited to the amount Customer paid for the Online Service giving rise to that liability during the prior 12 months; (iv) liability for personal injury or death caused by either party's negligence, or that of its employees or agents, or for fraudulent m isrepresentation; 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 PARW, NOR ANY OF

ITS AFFILIATES, OR CONTRACTORS, WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAll,lAGES, OR DAMAGES FOR LOST

PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS

INFORMATION ARISING IN CONNECTION WTH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILIry 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 INTELLEGTUAL 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 bing any action against lhe other's Affiliates or Contractors in respect of any matter disclaimed on their behalf in this agreement. Each party will indemnify the other in the event of any breach of this provision.

16. Verifyingcompliance.
a. Right to verify compliance. Customer must keep records relating to the Products it and jts Affiliates use or distribute. Microsoft has the righl, 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 wilh Customer's operations. Customer must promptly provide the independent auditor with any information it reasonably requests in furtherance of the verification, including access to systems running the Products and evidence of licenses for Products Customer hosts, sublicenses, or distributes to third parties. As an alternative, Microsoft may require Customer to complete Microsoft's self-audit process relating to the Products Customer and any of its Affiliates use or distribute. Such information will be used solely for purposes of determining compliance. c. Remedies for non-compliance. 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 Paqe 13 of 16
Document X20-04874
SelectPlus20l2AgrGov(US)SLG(ENG)(Oct20l 2)
unlicensed use, Microsoft will not undertake another verilication of lhe same Customer for at least one year. By exercising the rights and procedures described above, Microsoft does nol waive its rights to enforce this agreement or lo 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 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-l\ilicrosoft 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 lhal own such code, not by Microsoft.
b. lf Registered Affiliate installs or uses any non-Microsoft soflware or technology with the Producls 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 inlerfaces 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 sub.iect Microsoft's intellectual property or technology to obligations beyond those included in the agreement. on the return recei or on the courier or fax confirmation of delivery.

SelectPlus20l2AgrGov(US)SLG(ENG)(OcA01 2) 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
Copies should be sent to:
18, Miscellaneous,
a, Noticas to Microsoft. Notices, authorizations, and requests in connection with this agreement must be sent by regular or ovemight mail, express courier, or fax to the addresses and numbers listed in lhis agreement. Notices will be treated as delivered on the date shown 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, it must notify the other party of the assignment in writing. c. Subcontractors. Microsofl may use contractors to perform Services and support Online Services. lvlicrosoft 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 lllegal, invatid 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. f. Applicable law; dispute resolution. The terms of this agreement will be governed by the laws of Registered Affiliate's state, without giving effect to its conflict of laws. Disputes relating to this agreement will be subject to applicable dispute resolution laws of Registered Affiliate's state.
g. This agreement is not exclusive. Customer is free to enler 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 lhe entire agreement concerning the subject matter and supersede any prior or contemporaneous communications. ln the case of a conflict between any of lhese 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 lerms and conditions Customer maintains do not apply. i. Survival. Provisions regarding ownership and License rights, fees, Product use rights, reslriclions 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. Microsoft does not transfer any ownership rights in any licensed Product. Microsoft reserves all rights not specifically granted. The Products are protected by copyright and other intellectual property rights laws and international treaties. k. Free Products. 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 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 Mic.osofl. Resellers and other third parties do not have authority to bind or impose any obligation or liability on l\4icrosoft. 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 notiflcation 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 lo facilitate the subject matter of this agreement. Enrolled Affiliate may choose to provide personal information to l/icrosoft 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 Microsott.

The personal information Enrolled Affiliate provides in connection with this agreement will be processed according to the privacy statement available at https://www.m icrosoft.com/licensinq/servicecenter (see footer), except that Product-specific privacy statemenls 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 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 )Q0-04874
regarding the collection, use, and retenlion 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 al 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 il uses. Except to lhe extent Registered Affiliate is licensed under this agreement, it will be responsible for its breach of this contract and violation of Microsoft's copyright in the Products, including payment of License fees specified in this agreement for unlicensed use. q" U.S. export jurisdiction. Products and Fixes are subject to U.S. export jurisdiction.

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

SeleclPlus20'l 2Agrcov(US)SLG(ENG )(Oct201 2) Page 16 ol 16 Document )(20-04874
Micrdsoft Licensing, GP Document Summary Form
* This is for informational purposes only "
MSE#:
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Doc Tvpe: Signature Form
Do not modify the fomatting or spacing of his Farm above this text Subsidiarv:

Counky:

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Dell Inc.
ililill il1ilil1 ililtilil Proqram^/ersio
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Business Agreement Number:

Master Agreement Number '1756479
Agreement Numbe|: 7 657738
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Comments:
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!61 ruicrosoft Volume Licensing
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Noto: Ent€. the appticable ac'tiw numbeG a€socialed wlth the documents below. Microsolt rsquires the associstgd acfve number be indicated hels, or lbted bolow 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 licensing program agreement.

By signing below, Customer and the Microsoft Affiliate agree that both pa(ies (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 lerms of all such documents. ' indicatas required field
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Name of E
Tax lD 956000930
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This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsofi Affiliate signing. as ot the effective date identified betou Number or Code
Customer
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.orrsup I 1
Microsoft Licensing, GP
Mlcrosoft Lhensing. GP
JUL 2 3 20t3
Anthony Oulaney
Printed Fltst and Last Name
Printed Tltle
Signature Dato
(date Microsoft Aff liate countersigns)
Signature
Effectlve Dato icIoson Llcsnsing, GP
(msy be diferent than Microsofrs slrnature date) thls^ r Name of Entlty (must b€ legal entlty nam6)'
Signaturo*
Prlntod Firtt and Last Name'
Printed Tltle*
Slgnature Date' ' .

Customer
Opuonrl 2d Customer slgnature or outeourcor slgnature (ll applicable) ' indicatss rBgu,red lietd
" indicates required fteld
lf Customer requires physical media, additional contacts, or is reporling muttiple previous Enrollments, include the appropriate form(s) wlh this signature brm
Afier this signature form is signed by the customer, send it snd the contract Documents to custome/s ch-nnel painer or Microsoft iccouni manager, who must submit lhem to the following address. When tn" iigndturi tor. is futty executed by Microaofl, Customer will reoeive a confirmation copy.

Mlcrosoft Llcensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 895'1 1-1 137
USA
Pa96 2 ol3
Name ot Entlty (muet bo legal entity name)'
Signature'
Priqted ElJst and Last Name'
irinted Tftle.

Signatura Date'
Programs(rnForm(MSSignXI\lA,LatAm)E(BRA'MLl(ENGXOd20l 2) 1-:--.--_
Microsoft Affiliate
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Prepared By: Name of Preparer
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FoI the purposes ol lhls form, "Customer' can mean the slgnlng enllty, Enrolled Afflllale, Government Partner, lnslitulion, or other party enloring lnto a volume licensing program agr6emenl.

This signalure form and all conlract documenls id€ntified ln the table below are anler€d into betwe€n the Customer and lhe Microsoft Atliliate slgnlng, as of ihe elfective dale ldenllfled below.

By signing below, Customer and the Microsoft Atlillate agree that both parties (1) have received, read and understand the above conlracl documenls, lncluding any websltes or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents, * indicatos requted lield
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Amendment to Conlract Documehls cTM-FWK-CTC-AGR (8084445) Prlnted Tltle 5 R,. I Ro cirvRea e,.r'I Co
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ti el enllty name)^ County of Rlverside
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ProgramSignForm(MSSlgn)(NA,LatA'D)ETBRA(ENGXOcl2019) Page I or 2 Documenl X20'12845
Notqi Enler lhe applicable active numbers sbsoclaled wilh lhe documonls below. Mic{osofl requiros tho associal€d sclive number be indicaled here, or lisled below as new.

CoItracl Document Numlrer or Co(le
croso Corporation
Printed Title
Signature Oate
(daie Microsoft Atliliate 6ount6rsigns)
rst and Last Name
Signaturs
Printed Fi ation
JAN 29 2020
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(may bo dillerent lhan Microsolt's sig
Microsoft Affiliate
Name of Entlty (must bs legal entlty name)'
Slgnature*
Prlnted FIrst and La6t Name*
Printed Title
Slgnature Date*
customer
Oplional 2nd Customer slgnalure or Outsourcer signalure (lf appllcable) ' indlcates requircd lield
' hdicatos requlred liold
l, Cuslomer requhes addilional conlacls or is reportlng mulllple prevlous Enrollments, include the approprlate lorm(s) with thls slgnature form.

Atter lhls 6lgnature form ls slgn€d by the Custotner, send it and lhe Contract Docum€nts lo Customeis channel parlner or Microsoft account manager, who musl submil lhem to lhe followlng addiess, When lhe signalure form ls fully execuled by l\ilicrosofl, Customer will recelve a conlirmation copy.

Mlctosoft Corporatlon
Depl, 551, Volume Llcensing
6100 NellRoad, Sulle 210
Reno, Nevada 8951 1-1137
USA
Name of Entlty (must be legalentily name)*
Signaturei
Prlnted Flrst and Last Name*
Printed Tltle
Slgnature Date'
Outsourcer
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Amendment to Contract Documents
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Thls amendment ("Amendment") ls entered into between tho parlies identilied on the attached proglam signature form. lt amends tho Enrollment or Agreement ldenlilled above. Allterms used butnot dsfined in lhis Amendment will have the same meanlngs provided ln lhal Enlollm€nt or Agreemenl, ltlicrosoft Services Amendment to the Enterprise Enrollment Federal, State and Local Government & Public Educational lnstitutions Enrolled AIfiliat6 js ordering Professlonal Services described ln the attached Slatement of Servlces (SOS) ln cpnnection with the Producls licensed by Enrolled Afliliate under the Enrollment. The parties agrse lhat the Enrollment ls amended to add the following lerms that shall apply lo lhe services descrlbed in the SOS.

Terms and Conditions

1. Dellnltlonq, All terms defined ln lhe Agreemenl and ths Enrollmont shal) apply to thls Amendhent unless olhenrlse stated, Addltional terms are dolined as follows:
"customer" meahs lhe l6gal€nlity that has enlered lnto lhe Agreement; "crlstomer oata" ineans all data, including all text, sound, software, imags or vldeo liles lhat are provlded to l\4laroson by, or on b€halfof, Customer and lls Atlillates ln connBctlon wlth Professlonal Servlces:
"day" means a calendar day, except reler€nces that speciry "business day':
"Flx" or "Flxes" mesns Producl fix6s, modificalions, enhancemenls, or thelr detlvEtives, lhat Microsolt eilhef releases generally (such as Productservlce packs)or that lvllcrosofl provides to Customer when performing Professlonal Servlces lo addr€ss a specilic issue (including, but not limlted lo, workarounds, patchesr bug fixes, beta tixes and bota bullds)i
"Mlcrosoft" means lhe Mlcrosoft Afflliate lhat has enlered lnto the Agreement and its Affiliales, as appropriate;
"Pre.Exisllng Work" moans any computer code or malorials dev€loped or olherwise oblained lndependenlly oflhe €fforls ofa party under a Statemenl of s€rvices;
"Professlonal Servlces" means all Product supporl 6ervlces and Mlcrosofl consultlng servlces or advice provided lo Cusiomer under lhis Amendment. "Prolesslonal Services" does not lnclude Onllne Servicesi
"Servlce Dellvorables" m6ans any compuler code or malorials, olher than Ploducls or Fixes, lhal Microsoff leaves wllh Customer at the conclusion ot Microsotl's performsnce ol the Profes$ional Servlcesi "Statom6nt ofServlces" means any work orders, servlces descriplions, or olher descrlplio n of Professional Servlces that incorporates this Am6ndmenl;
AmendmentrApp v4.0 BD
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C.TIT,4 FW(.CTC AGR
"Trado Secret" mean$ inlormation thEt is not generally known or readily ascedainable to the public, has economlc value as a r6sull, and has been subjecl to reasonable stops under lho clrcumslances to mainlain its secrecy;
'use" or,run" means lo copy, lnstall, uss. access, dlsplay, run or othoMlsg lnteractwllh; "Volume Llcenslng Slte" means htlpi//www.nlicrosoll.com/licollsinq/conlracts or a suocessor site

2. Serylces, The precise scope of the Professlonal Services will be speclfied ln a Sialement of Services, Customer or any of Customeas Affiliatss may enler into Slatements of Services under this Amendment '/ th Microsoft's local AmIates. Mlcrosotl's abllily to deliv€r the Professional Seruices depends upon Customer's fulland limely cooperalion, as wellas the accuracy and completeness of any informatlon Customer provldes.

Thls Agreemenl does not obligate either party or its Aflillales to enter lnto any Stalemenls of Servlces. 3, Use, ownershia ghlsandrest cllons,
Producfs. Unless otheMise specilled in the Enrollmenl, use of any Product is governed by the Use Rlghts speclfic to each Producl and version and by the terms of the applicable license agreement. b. Fixes and Servlces Dellvehbles.
,. FlXeB. Each Flx is lic€nsed under lhe same terms as lhe Product lo which lt applles. lf the Fix is not provlded for a speclflc Product, eny use lerms Mlcrosoft provides with the Fix will apply. ll no use terms are providad, Cuslomer shall have a non'exclusive, p6rpetual, Iully pald-up liqense t0 use and reproduce the Flx solely for lts lnternal business purposes.

Customer may not modily, change the lile name orcombine any Fix,,flith any non-Microsoft compuler code, except es expressly permilted in lhe Agreemenl.

Prc.ExlsllngWork, All rights in Pre-Existing Worl( will remain the sol6 properiy ofthe pany providing th6 Ple-Exlstlng Worl(. Each party may use, reproduce and modify lhe olher parly's Pre-Exlstlng Work only as n€eded to perlorm obllgations related to Prolesslonal Services.
lll, Serylcos Dellverabres. Upon payment in lull, Microsoft grants Customer a non-oxqlusive, non-lransferable, perpelual license to reproduce, use and modify the Services Deliverables solely for Customer's internal bu slness purposes, subjBcl tQ the lorms and condltions in this Amendment,
lv. A iliate6' rlghts. Customer may only sublicense ils rights in Services Dellverebtes and Sample Code granted hereunder to ils Atfliates, bul Custome/s Affillates may nol subllcensa these righls. Cuslomer is rssponslble for ensuring lts Afflliales' compliance wlth thls Amendmenl.

Non.Mictosoft soflware and teclmology. Customer is solely responsible for any non-Microsoft soFtware or technology thal Cuslomer inslalls or uses wilh the Products, Fixes or Services Deliverables. Cuslomer may not inslall or use non-Microsoft softwaro or technology ln any way lhat would subject Microsoft's intelleclual properly or technology lo obllgetlons beyond lhose included in lhis Amendment.
d. Sample Code, Upon payment in tull, Nlicrosoft grants Customer a non-exclusivs, porpetual, nontransferable license to use and modlfy any Software code provided by Microsoft for lhe purposes of Illustration ("Sampls code") and to reproduce and distribute lhe objecl code form of the Sample code for Customer's internal busln€ss prrrp9ses only and not to any unaFflllalsd lhlrd party.

R6slrlcalors o, l]se, Customer m usl not (and is not liconsed to) (1 ) reverse enginoer, de-complle ordisassemble any Product, Fix or Service Delivereblei (2) install or use non-Microsolt software or technology in any way lhat would sublecl Mlcrosoft's intellectual prop€rty or lechnology to any other license termsj or (3) work around any technical limitalions in a Producl, Fix or SeNlces Dellverable or reslrictlons in Product documenlation. Except as expressly permitted in this Amendment or a slat6menl of SeNices, Customsr must nol dislrlbule, sublicense, rent, lease or lend any Product, Fix or Service Deliverablo, in whole or ln parl, or uso lhem to otf6r hostlng services to a lhjrd party.

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conlldential lnformatioh doos nol lnclude information that (a) bgcomes publlcly avallablo without I breach of thl6 Amendmenl, (b) the receiving party recelved lawfully from anolher source without a confldenllality obligalion, (c) is lndependenlly d€veloped, or (d) is a commonl or suggesllon volunleered about the other party's business, products or servlces.
f. Resorvstion ofRMts. Producls, Fixes, and Servlc€ Deliverables are prolocted by copyright and olher inlellectual property rlghls laws and international treaties. Microsoft roserves all righls not oxpressly grant€d ln thls Agreement. No ights wlllbe granted orimplied by waivsr orestoppel. g. Supportah Ly of Products. Suppod for Producls ls avallable under lh€ lerms of a licenslng agreemenl, a separato Statement of Services or under the tetms set forth at hllp://stlpr)orl.nllcrosofl .corn or a successor sit6.
4- confldentlallty, Subject to th6 requiremenls ofCustomer's public records and trade secrellaws (if any):
"Conlidentlal lnformalion' ls non-publlc lnformalion that is deslgnated "conlidential" or thal a reasonable person should understand ls confidentlal, and the telms of this Amendment, lt lncludes, but is not limiled to, non-public informalion regarding eilhBr party's products, [eatures, markeling and promolions, and lhe negoliated terms of any Statement of Services.

Each party wllltake reasonable sleps to protectthe other's Conlidenlial lnformallon snd wlll use the olher party's Conlidential lnformalion only for purposes of lhe parli€s' buslnoss relalionship. Neither party will disclos6 that Conlidential Informallon lo thlrd parties, oxceptto its employees, Afflllales, conllactors, advlsors, and consullants (colleclively "R6presentalives") and lh€n only oh a neod"to'knowbasls, under non-disclosure obl,galions at least as proteclive as this Agreement. Each party remains responslble lor the use of the Conlldential lnlormatlon by lls Reprosentatives and, ln tho ovent of discovery of any unauthorized use or disclosure, must promptly notlfy lhe olher party.

A party may disclose the olher party's Conlidential lnformation if required by law; bul only after lt nolifles the other party (if legally pelmlssible) to enable the other pady to s6ek a protecllve order.

Neither party ls r€quired to restrlct work assignments of its represBntalives who have had access to conlidential lnFormallon. Each pany agreos lhat use of information ln represenlatives' unaided memories ln lhe developmenl or d6ployment of th€ partles' respectivo products or servlces does not create liabilily under lhis Amendment or Trad€ Seprol law, and each party ag16e3 to limit what it discloses lo lhe olhsr Eccordingly.

TheB€ obllgallons apply for a perlod of five years attsr the confidenlial information ls lecelved.

5. comp ance wlth appllcablo laws, prlvacy and secu ty, a. CustomBr consents lo lhe procossing of personal iniormatron by Microsofl and its agenls to facililale the subject matter of ihls Amendment. Customer wlll oblain all requked consents from lhlrd parlies (lncludlng Custom€r's contacts, resollers, distributors, admlnlskators, and employees) under appllcable prlvacy and data proteclion law before providing personal in,ormallon to i,licrosoft. b. PBrsonal informalion collecled through Professional Sorvlces (i) may be lransferred, stored and procegsed ln the Uniled Slates or Eny olher country in which Mlcrosolt or its oontractolS mainlain faciliti€s and (ii) wili be subjecl to lhe privacy terms specilied in the UsE Rights. Microsofl willabide by lho requlrements of European Economlc Area and Swlss dala protection law regardlng the collection, uge, lransler, retentioh and processing of personal dala from the European Economic Area and Swltzerland.

U.s. Export. Microsoft Products, Flxos and s€rvicss D€liverables are subiect to U.S, export jurlsdiction. custom€r must comply wilh all appllcable lnternational and nalional laws, lncluding lho U.S. Export Admlnislrallon Regulations, the lnternational Tratlic ln AIms Regulalions, and end-user, end use and destinalion restriclions by U.s. and other govornments relaled to Mlcrosoft Products, servlceg, and l€chnologles.

6. Wafiantles.
c
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a, Llnllod warrantlos and remedles - Prcfessrora, Seryrces. Microsoft warrants thal lt will pBrlorm Professional Services with prolessional oare and sklll. lf [ricrosoft fails lo do so, and Customer nolifi€s Microsoft h,ithin g0 days of the date the Prolessional Services were performed, lhen Mlcrosoft wlll, at lts dlscrell9n, eilher re-pertorm the ProfBSSional Sorvices or retum tho pric€ pald for lhem. These remedies are Customer's sole remedles for breach of warranlles ln lhls sectlon.

Customer waives any breach ofwarranly clalms not made during the warranty period. b, Excluslons, The warrenlies ln this seclion do not cover problems caused by accldent, abuse or use in a manner inconsistent with this Amendment, including lailure lo moet mlnimum syslem requirements. Those warrantios do nol apply to free, trial, pre-release or beta Products oI to compononts ol Products that Cuslomer is perml(ted to redistribule. DISCLAIMER. Excopt for the llmlted warrantles above, Mlc106oft provlde8 no othor warrantlos or condltlonB ard dlsclalms any other expross, lmpllod or slatulory warrantlos, lncludlng warJanlles of quality, morchantablllty, fltness lor a pattlcular purpose,litle and non-infringement. 7, Detensa of thlrd-party claitns,
To theexlenl not ptohibited by applicable law, tho partios willdelend each otheragalnstthe lhird-party claims dsscribed in lhis socllon and will pay lhe amounl of any resulring advelse flnal judgment or approved selllemenl, but only lfthe defendlng party is promplly notiRed in wriling oFlhe clalm and has tho rlghl to conlrol the defense and any sBlllemenl ol it (subject lo (subject to 28 U.S.C. S 516 ls Customer is I Federal Government agency). Th6 party belng defended musl provide the defending party wilh all requested assistance, lnformalion and euhorlty. The defending party will reimburss lhe olher pady lor r€asonabl€ outor-pocket expenses it lncurs in provlding asslstance, This section describes the parties' sole remedies and entire liability tor such claims
By Mlcrosoft, Mlcrosoft wlll defend Customer againsl any lhird-party claim to lhe extsnt it alleges that any Fix or seNices Delivereble made Evallable by llllcrosotl for a le8 and us€d wllhln lhe scope of Seclion 3 of lhir Amendment (unmodiliod Irom lhe form provlded by Microsoft and not combined wilh anylhing else) misappropriates a kade secret or diroclly lnfringes a patent, copyrlght, or trademark or other proprleiary rlght of a thlrd parly. ll Mlctosott ls unable lo resolve a claim ol lnfringoment under commercially reasonable terms, lt may, at lts option, elther (1) rhodity or replace lhe Flx or Services Dellverable wilh a functional equlvalent; or (2) terminale Customer's lic6nse and r€fund any f€es paid for such Fix(es) and S€rvlces Deliverable(s), Microsoft will not be llablB for any alaims or damSges due to Cuslome/s contlnued use of I Product, Fix or Sorvices Deliverable after being nolilled to slop due to a lhird"party cl8im. b. By Customor. To the extent permitled by applicabl€ law, Customsr will defend Mlc.osoft agalnst sny third-party claim to the extenl li alleges lhat Customeis use of any Fix or Serylces Doliverable alone or ln combhatlonwllh anythlng else, vlolales the law ordamages a lhird party. c. Notwithstanding lhe foregolng, Mlcrosott's righls sellodh in lhis section (and lhe rights of the third party claiming infringement) shall be governed by th6 provisions ol 28 U.S.C, S 1498, if Customer ls a Federal Government agency,
B. Llmltatlons of llablllly.

Each parly's maximum, aggregale liability to lhe other i3 limlted to direct damages finally awarded in an amount not lo exceed lhe amounls Customer was required to pay [or lhe applicable Stalemenl of SeNices, subject to the followlng.
a. Free Professional Servlces and Distributablo code. For Professional Services provided froe of charge and code lhal Customer is authorized to redislribule to third parties withoul a separale payrnenl lo Mjcrosoll, Microsofl's liabilily is limited to direcl damages finally awarded up lo us$5000.
b. Exclusions. ln no event will elther party bs liable for any lndirect, incldental, special, punitivo, or consequentlal damages, or for loss of use, loss of businoss information, loss of rovenue, or lnlerruptlon of busln€ss, howov€r caused oI on any theory of llablllty. c. Exceptlons. No limilalion or exclusions wlll apply to liability arlsing oul of ellher party's (1) confidenliality obligations (except for all llabllily related to Customer Dala, which wlll remain subject AmendmenlApp v4.0 C IiV.FW(.CIC.AGR

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to lhe limilations and exclusions above); (2) detense obligalions: or (3) violalion of the other party's inlellectual properly righls.
9, Tem and termlnatlor. This Amendmenl will remain in eff€ct until l€rminaled.

Eilher parly may tsrminate this Amendment al any time without c8use by giving the other party at leasl 60 calendar days prior wrltlen notlce. Terminating lhis Am€ndm€nt will not affecl any existing Statements of Servlces but will torminaie the abillty of the parlles to onter into subsequenl Staloments of Services.

Customer may termlnate a Slatement of Services upon 30 days' notica. Elther party tq the Statement 0f Sorvlces may lermlnalo it il lhe other party ls ln malerial breach or default ol any obligation that is not culed within 30 calendar days' nolice ol such breach. Mlcrosoft may termlnale I Slatement of SBrvices if Customer falls to pay any invoice that ls more lhan 60 days outstanding, Customer agrees lo pay all fees for Professionsl services performed and expBnses incurred prior to lermlnation snd any additional amounls that may be specilled in a Slalemenl of Services. Upon Mlcrosofl'E r€celpt of paymenl for lho Proles6lonal Servlces, cqstomer's lnleresls ln the Services Deliverables willvest.

10. Mlscellaneous.

Notrces. Nallces must be sent lo lhe address on lhe slgnalure page of lhls Amendment or on an applicable Stet€ment sf ServiQes. AII nolic€s, aulhdrizallono, and rBquests givqn or made ln connection wlth thls Amendmenl must bo In writlng and will be kealed as deiiversd on the dale shown on tlre relurn receipt or on the courlel or fax bonlirmallon ol dellvery. Microsoft may provide Informatlon to Customer about upcomlng odering deadlines, servlces and subscription information in eleclronic form, including by email to conlacls irovided by the Cusiomer, Emails wlll b6 kealed as delivered on the transmlsslon dale,
b, Appllcahle law; dlspute resolutlon, This Amendment togelher with the applicable Slatement of Servlces wlll be governed by the laws set forlh ln the Agreement. c. sovarablllty. lf any provlsion oI thls Amendmenl is held 1o be unenforceable, lhs balance of lhe Amendment wlll remgln ln full force and etfect.
d, Walvet. Fsilur€ to snforce any provision ofthls Amentjment will not conslilute a waiver, Any waiver must be made in writing and signed by an authorized represenlatlve of lhe waiving party. o. Su|lval. All provisions survive t6rminallon or sxpkatlon of thls Amsndment, oxcept thoso fequlrlng performance only during lhe term of a Statement of Servlces. f. Microsoft as lndependent contraclot. Th6 parties are lndopendent conlractoE. Customer and l\4icrosoft each may develop products lndependently wllhout uslng the othels Confld€nllal lnformstion.
g, Use of conttaclots. Microsoft may us€ conlractors lo perform Professional Ssrvices but will be responsible forlhelr peaformance subject to the terms of lhis Amsndment. h. lnsuranca whlle performlng Prcfesslonal serulces o,, Cosromer's promrses. Mlcrosoft will mairitain lndustry-approprlate insurance coverage at all tlmes when performlng Professional Servicss on Customer's premlses under lhls Amendment via commercial lnstlranco, 6elt-lnsurance, or any olher slmilar risk linancino alternative. Microsoft wlll provldo Customer wlth evldenco of caverage on request.
i, Amendments. Any modiicatlon to this Amendment must be execuled by bolh parties, except lhat lyllcrosotl may cha[ge lhe Producl Terms and Use Rlohts ln accordance with lhe t6rms of lhe Agreemenl. Any additional or contlicling terms and conditions conlained ln Cuslomer's purchase order are expressly rejected and \,vill not 8pply,
J. No transfer ol owrorshrp. Mlcrosoft do€s not transler ownarshlp rights in any Product. The Products are protected by copyright and other intellectual property rights, lav,,s and internalional treatles.

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k. Professlonal Sgtylces paymontterms, Customer agrees to pay all fees in a Stat8ment ot Servlces wilhin 30 days ofthe date of l\rlcrosoft's lnvolce unless the Slatem6nt of S€rvlces provldes otherwlse, Microsofl may ass€ss a finance charge of the lesser ol18% per annum, accrued, calculaled snd payable monthly or lho hlghest amount allowed by law on all past due amounts due to Microsofl.

Microsoft will have no obligalion to conlinue to provide Professlonal S€Nicos if Customer fails 1o make limely payment.

Iaxes. lf any amounts are lo bB pald lo Mictosotl, lhe amounts owed are exclusive of any taxes. Customer shall pay all value added, goods and servicos, sales, gross rec€ipts or other transaction tax€s, foes, charges oI surQharges or olhersimilar taxe6, chares or [e€6 or any regulalory co8l recovery and olh6r sUrcharges lhal are owed under lhis Amendment and whlch Microsoft Is permitted to collect from Cuslomor. Cuslomer shall also be responsible for an appllcable slamp tsxes and for all other taxes lhat lt ls legally obllgated lo pay, lncludlng any taxes that arls€ on the dlslrlbution of provlslon of Prolesslonal Servlces by Customer lo lts A,filiates, Microsolt shall be respooslble for payment of alllaxes based upon ils nel income, gross receipls taxos imposed in lieu ol taxes on lncome or prolils, or taxes on Microsott's proporty own6rship. ll any laxes are requir6d lo bs withheld on payments made to Microsofl, Customer may deduct such taxes from th6 amaunt owed and pay them lo lhe appropriate tExlng authorltyi provided however, lhat Cuslomer 6hall promptly secure and deliver an ofljcial receipt lor lhose wihholdings and olher documenls reasonably requsstod by MlcrosoFl lo clalm a loro,gn tsx cr6dlt or refund. Customer wi ensure lhat any taxes withheld aro manlmized to lhe exlent posslble under applicable law. i,r. No thlrd.party beneficiaries, This Amendmenl does nolcreate and third-party benericiary righls Excepl for changes made by lhis Amendment, lhe Enrollment or Agreemenl identilied above remalns unchanged and ln full force and eflect. lf there is any conlllcl belween any provision in this Amendmenl and any provlsion ln lhe Enrollmenl or Agreement identified above, lhls Amendment shall conlrol.

This Amendment must be attached to a signature form to be valid.

Microsoft lnternal Use Onl
-Consulting Servlces Amendment for EA
Attach.docx
CTM CTI\4-FWI(.CTC-AGR BD
Am€ndmenLApp v4.0 CTM,FW(,CTC AGR 8D
Pa96 6 ot 6
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I
I
I
AGREEMENT # ITARC.OO935

LICENSED SUPPORT PROVIDER (LSP)
AGREEMENT No. ITARC-00935
For

MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO.8084445

BETWEEN

COUNTY OF RIVERSIDB
And

SOFTCHOICE CORPORATION
This Agreement is entered between the COUNTY OF RIVERSIDE. a political subdivision of the State ol California. (herein referred to as "COUNTY"). and Softchoice Corporation, a New York Corporation authorized to conduct business in the State of California (herein referred to as "LSP") of Microsoft Licensing Solution Provider. effective from November 0'1.2024 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:
l. A ll Terms and Conditions of this Agreement No. ITARC-00935 shall govern purchase of M icrosoft products and services under Microsoft EA no. 8084445 by County through the LSP. ,, Period of Performance:

This Agreement shall be eft'ective from November 0 L2024 and continues in effect through October

31.2027. with the option to renew lor an additional three-year period expiring on October 31.2030. 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 transler 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.

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 fees orcosts incurred above or beyond the contracted amount and shall have no obligation to purchasc any specified amount of services or products.

Non-Appropriations: The COUNTY obligation for payment of this Agreement beyond the current tiscal 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 arrears. In the State of California, Government 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 I
Rcvisron l/)6/2021
sEP I 0 2024 3,J

3. AGREEMENT # ITARC-00935
frrnds are not forthcoming tbr any reason. COUNTY shall immediately notify CONTRACTOR in writing: and this Agreement shall be deemed terminated. have no further force, and efflect.

Hold Harmless/Indem n ification:

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, elccted and appointed oflicials. employees, agents and representatives (individually and collectively hereinafier 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 oificcrs. 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 elcment olany kind or nature. LSP shall defend the Indemnitees at its sole expense including all costs and fees (including. but not limited. to attorney fees. cost of investigation. def'ense 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 sub.ject to indemnification herein by LSP. LSP shall. at their sole cost. have the right to use counsel oftheir own choice and shall have the right to ad.just. settle. or compromise any such action or claim without the prior consent of Countyi provided. however. that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes LSP indemnification to Indemnitees as set forth herein.

4.3 LSP obligation hereunder shallbe satisfied when LSP has provided to County the appropriate form 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 elfective date of termination.

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

5.3 LSP rights under this Agreement shall lerminate (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 for 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. If any such alteration causes an increase or decrease in the cost of. or the time required for the perfonnance under this Agreemerrt. 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
Rcvrsr0n I/(16/2021
{.

5. AGREEMENT # I1'ARC.OO9].S

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

LSP
Softchoice Corporation
Attn: William Miller
3 l4 W Superior St. Suite 400
Chicago.60654
wil liam.mi I [email protected]
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 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 Departrnents. their respective directors. officers. Board of Supervisors. employees, elected or appointed officials, agents. or representatives as Additional Insureds.

A. Workers' Compensation:
ll'the LSP has employees as defined by the State of California. the LSP shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of Califbrnia. Policy shall include Employers' Liability (Coverage B) including Occupational Disease with limits not less than $ I .000.000 per person per accident. 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 Gencral Liability:

Commercial General Liability insurance coverage. including but not limited to. premises liability, unmodified contractual liability. products and completed operations liability, personal and advertising injury. and cross liability coverage. covering claims which may arise from or out of [-SP'S pertbrmance of its obligations hereunder. Policy shall name the COUNTY as Additional Insured. Policy's limit ol liability shall not be less than $2,000.000 per occurrence combined single Iimit. 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 lnsureds.

C. Insurance Rcquirements for IT Contractor Services:

COUNTY
Riverside County Infbrmation Technology
Attn: Procurement Contract Specialist
3450 l4th Street
Riverside. CA 92501
8 Rc\ rsron l/06/lr)l l
3 AGREEMENT # ITARC.OO935
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 Iimited to, claims involving infringement of intellectual property. including but not limited to infringement 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, extortion 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 Io these 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 covcrage and/or higher limits maintained by the LSP. Any available insurance proceeds in excess ofthe specified minimum limits ofinsurance and coverage shall be available to the County. Policy shall name the COUNTY as Additional Insureds.

D, General Insurance Provisions - All lines:
l) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of California and have an A M BEST rating ofnot 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 specific insurer and only for one policy term.
2) The LSP must declare its insurance sell'-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 consenl of the County Risk Manager belore the commencement of operations under this Agreement. Upon notification of self-insured retention unacceptable to the COUNTY, and at the election of the Country's Risk Manager, LSP'S carriers shall either: I) 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. clairns administration, and defense costs and expenses. 3) LSP shall cause LSP'S insurance carrier(s) to fumish the County of Riverside with either l) a properly executed original Certificale(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 Certified copies of policies 4 Rc!rsrm l/06/20: I
LSP shall procure and maintain for the duration ofthe contract insurance against claims for injuries to person or damages to property which may arise f'rom or in connection with the performance of the work hereunder by the LSP. its agents, representatives, or employees. LSP shall procure and maintain for the duration ofthe contract insurance claims arising out oftheir services and including. but not Iirnited to loss. damage" theft or other misuse of data. infringement of intellectual property. invasion ol privacy and breach of data.

AGREEMENT # ITARC-00935
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 ofthe 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 of Cancellation Endorsement. 4) ln the event ofa material modification. cancellation. expiration. or reduction in coverage. this Agreement shall terminate forthwith. unless the County of Riverside receives. prior to such elfective 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 efl'ect. LSP shall not commence operations until the COUNTY has been t'urnished original Certificate (s) of Insurance and certified original copies of endorsements and if requested. cerlified original policies of insurance 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) lt 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 contribulory. 6) Il'. 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 ofthe scope ofworkl or. the term of this Agreement. including any extensions thereoL 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 County Risk Management's reasonable .iudgment. the amount or type of insurance carried by the LSP has become inadequate.
7) l-SP shall pass down the insurance obligations contained herein to alltiers of subcontractors working under this Agreement.
8) The insurance requirements contained in this Agreement may be met with a program(s) ol self-insurance acceplable to the COUNTY.
9) LSP agrees to notily 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.

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 representations. proposals. discussions and communications. whether oral or in writing. This Agreement may be changed or rroditled only by a written amendment signed by authorized representatives o1' both parties.
5 RcYrsnrn l/06/:021
AGREEMENT # ITARC-00935

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 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 Agreement 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 fbllowing 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) Microsoll Enterprise Agreement No. 8084445.

E2) Microsoft Select Plus Agreement No. 7756479.

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

9.4 In theevent of any conflict or inconsistency between the terms and conditions of this Agreement and any terms or conditions set forth in any of the attachments, purchase order(s). or other document relating to the transactions contemplated by this Agreement. the terms and conditions set forth 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 aSrees to the use ofelectronic signatures. such as digital signatures that meet the requirements ofthe California Uniform E,lectronic Transacrions Acr (("CUETA") Cal. Civ. Code S$ 1633.1 to I 633.1 7). for executing this Agreement. The parties further agree that the electronic signatures ofthe parties included in this Agreement are intended to authenticate this writing and to have the same force and ellect 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 CTJETA authorizes use of an electronic signature fbr transactions and contracts among parties in California. including a government 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 of a manual signature. 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 Code.

9.6 If the entitv is a corDoration. the sisnatures of two corDorate officers (the president. vice 6 Revrsr r I/06/:021
AGREEMENT # ITARC.OOg]5
resident sccreta AS Chief Financial Officer i.e. treasurer or are reouired on the as ents. The signatures must be in the followins combination: president or vice nresident and secre rv. treasurer or CFO. For examole. the sisnature of a president and a vice sident
authorizinq the one o
fllcient. If si ned b a n lution
fflcer to bind the corooration. sisned bv the Board of Directors of the lf 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.
on IS TC uired. The co
behalf of the tr lt
i\--
must authorize the si ato to sl na reem lrt
SOFTCHOICE CORPORATION.. a New York
Corporation authorized to conduct business in the
State of California.

COUNTY OF RMRSIDE, a political
subd ivision ofthe State of California
By:

Chuck ashington
Chair of the Board of Supervisors
Dated:

ATTEST:

Kimberly Rector
Clerk of the Board
By:

APPROVED
Minh C. Tran
S TO FORM:

Clounty nscl
By
By: Jaff Knowlton
Name: J eff Knowlton
Title: SVP Sales and Demand Generation
o,,"0. Jul 3,2024
a
Paula Sit ido
Deputy County Counsel
[)ate'd: r\r
7 lle!rs()n l/06/ll)l I
sEP 1o 2024 3 ga
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2 AGREEMENT # ITARC-00935
Bxhibit A
Sco e and rrcrn
LSP's Scone and resnonsibilitics
l. The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (LSP) for Microsolt Master Microsoft Enterprise Agreement No. 8084445: Software Licensing.

Soltware Support. Cloud Services such as Azure, lndustry Solutions Delivery (lSD) formerly Microsoft Consulting Services (MCS). Microsoft Unilled Support and Microsoft incident response. Microsoft Select Plus Agreement No. 7756479,
The agreement with LSP as a LSP of the Microsoll Products and Services under Microsoft EA No. 8084445 is available for use by the County ol Riverside and governmental agencies within the State of Califbrnia. The t,SP will serve as the Iiaison between the political entity for enrollments under the M icrosoft EA.
'l'he LSP agrees to extend the same pricing. tenrs. and conditions to every political entity. special district. in the State of Calilornia. lt is understood that other entities shall make purchases in their own name. make direct paymenl. and be liable directly to the LSP oftheir choosing: and County shall in no way be responsible to any LSP for other entities' purchases. 'l'he Enrolled Affiliate shall work with the LSP to determine the annual payment. true-up commitment schedule defined in their enrollment.
'l'he LSP will provide reports 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 Alflliate'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 Atfiliate (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 nor be limited to. all licenses on the current enrollment, quantities of said licenses, track licenses at department/agency levels. transfer licenses to and fiom each department/agency. and have reporting functionalities.

J
7 8
9 Re\ rslon l/06/:0: I
4' The LSP may renrain the l,SP 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 Af-filiates 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 transt'er their current enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsofi.

6. Each Affiliate will communicate to the LSP the compensation terms applicable to their agreement. 8 AGREEME-NT # ITARC-00935

10. 'Ihe LSP will provide training to the Enrolled Affiliate's Microsoft administrators on Microsoft portals such as thc VI-SC. 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 of training they f'eel would be hcneficial in their proposal.
ll. The l-SP 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 timelrame.

12. 'lhe LSP will provide a short synopsis ofwhy an amendment is needed and the ramification ofeach arrendment 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 lollowing categories for each product: SKU. product description, MSRP. NET (Level D). LSP's uplil't and contracted unit price.

15. l'he t-SP will be charged I .00%o of the annual enrollment salesamountto leverage the Riverside County Master Microsoft Agreement No.8084445. and Select Plus Agreemcnt No.7756479. which includes Software Licensing. Software Support. Cloud Services such as Azure. Industry Solutions Delivery (lSD). Microsolt Consulting Services (MCS). Microsoft Unified Support and Microsoft incidenr response. lhis adrninistrative fee will be an annual fee. per enrollment inclusive of Affiliates Shadow Enrollments.

16. The Servicing I-SP shall provide Microsoft Enterprise Support Services from Microsoft to assist customers leveraging this contract vehicle in operation ofthe technology acquired and assist Riverside Master Participants in maximizing the beneflts of this investment.

17. The Servicing LSP shall provide the ability to for the acquisition of Microsolt services as the demand fbr individual product scrvices or capabilities expand. The servicing LSP shall provide services to include Microsoft LJnified. 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 rescll Microsoft Unified Support. and Industry Solutions Delivery (lSD). Additionally. the contractor shall provide Microsoft dedicated Technical Support representatives and subject 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 with the terms ofthe Microsoft enterprise licensing program.
9 Rc!rs,on l/06/2011
AGREEMENT # ITARC-00935
t8. LSP will be responsible for submitting a completed "Reporting of Active Enrollments" by January | 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 of Active Enrollments.

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

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

22. The adrrinistrative fee shall not be invoiced or charged to the Enrolled Alllliate.

23. Administrative f'ee checks shall be submitted to:

Riverside County Information Technology
Attn: Accounts Receivable
3450 l4th Street.4th Floor
Riverside. CA 92501
licvision l/06/2021
10 AGREEMENT # ITARC.OO935

2. License Support Proyider (LSP) Solution Area Specific Capability:

Item Description Price Level Markup 7o
Enterprise Online Services** (including Full USLs. From SA USLs. Add-ons and Step Ups) M365 E3 and 85. Enterprise
Mobility + Security E3 and E5, Office 365 Enterprise El or E3, Windows l0 Enterprise E3 or 85.
l,evel D

5.5 0
Enterprise Products (O1fice 365 Pro Plus. Windows l0
Enterprise. Core CAL Suite, Enterprise CAL Suite). l,evel D

5.50 Additional Products (M365 F l. M365 E5 Compliance. M365 E5 Security. Office 365 Enterprise F I . Project Online. Visio Online Plan I or Plan 2. Dynamics 365. Azure. SQL Server, Windows Server, etc).

Level D

5.50 Server and Tools Product (applies to Server and Cloud Enrolhnents only) SharePoint Server, SQL Server. BizTalk Server. Visual Studio. Core Infrastructure Suites. etc.

Level D

5.5 0
All products tbr Select Plus Agreement No.7756479. 8.00 Microsoft tJnified Support Services 7.00
M icrosoft Consulting Services
Microsoft Incident Response 5.50
Solution Area Specific Capability Num ber ('ustomer Size Reference? 2000 | Small to Medium
and Enterprise
Ycs
Number of successful customer production SharePoint
deployments/migrations?
500+ Small to Mediunl
and Enterprise
Yes
Number of successful customer production Teams
deploymentvmi grations?
1000+ Small to Medium
and tnterprise
Yes
Number of successful customer production Teams
Voice deploymentVPBX migrations?
1000r Small to Medium
and Enterprise
Nunrber ofpeople with specialized expertise on
technologies listed above
1001 Small to Medium
and Enterprise
Rc!rsron l/06/1021
11 Pricins:
l. Microsoft Enternrise License Subscrintion and services

5.50 Nunrber of successful customer production mail
deployments/migrations?
Ycs
Yes
l)xtt nn(l i\rlilicinl lnfclligent Clertifi cd Clompetency (Yes/No) Hourly Rate (On Premise)
Build lntelligent Apps Yes $250
Build Intellisent Agents Yes $250
Machine Learning Yes $2 50
Intemet of l'hings Yes $250
Cloballv distributed data Yes $250
OSS Databases Yes $250
Cloud Scale Analrtics Yes $250
Data Platfomr Modemization to Azure Yes $250
Windows Server on Azure Yes $150
Security & Managenrent Yes $250
Datacenter Migration Yes $250
Modem Business Intelli gence Yes $250
Copilot Yes $250
Biz Apps
Custonrer Service Yes $250
Field Service Yes $250
Marketins Ycs $250
I itlenl Yes $250
Finance and Operations Yes $250
Business Central Yes s250
Power Apps Yes $250
Power BI Yes $2s0
Apps and Infrastructure
Azure Stack Yes $250
High Perfomrance Compute Yes s250
Cloud Native Apps using Serverless Yes $2s0
Modernize Apps Yes $?s0
SAP on Azure Yes $250
Linux on Azure Yes $250
Dev Ops Yes $250
Business Continuity & Disaster Recovery Yes $250
Windows Server on Azure Yes $250
Security & Management Yes $2s0
Datacenter Migration Yes $250
Modern Workplace
Liser Adoption & Change Manasement Yes $250
Security Yes $250
GDPR & Compliance Yes $2s0
Teamrvork Yes $250
Calling & Meetings Yes $250
lllodern Desktop Yes $2-50
OiIce 165 Migration Assistance Yes $250
Nlail Yes $250
Yes $250
SharePoint Yes $250
One Drive Yes $250
AGREEMENT # ITARC-00935

3. License Support Provider (LSP) service rates:

RL'!rsron l/06/10:l
1,2
Tean'rs
AGREEMENT # ITARC.OO935
Exhibit B

LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name Compony nome
RIVCO
Contract lD T8D
Master
Enrollment
Enrollment
Number:

Enrollment
Entity:

Start
Date:

End
Date:

Annual
Sales
Enrollment
Contact:

Enrollment
Contact
Email:

Enrollment
Contact Tel:

County of
Riverside
xxlxx/
xxxx
xx/xx
/xxxx .John Doe
Revision l()6/2021
13 AGREEMENT # ITARC.OOg35
Exhibit C

MICROSOFT LSP PARTICIPATION FORM

JIT STITH
Chbf hldm.tbr Oilce. I.ARTIN PIREZ. AClo
EnterprBe Apdratlo(ls Sl'roaJ

OARRYL POLX
Chief Tectholooy Oflcer etT GUSTAVO VAZOUEZ ACIO
TRACY TILLIIATI Cooverg€d CdnmwncaDois Bureau
Depqty Dicclo Adnfi - lT
AI{T}IONY C}IOGYOJI
Chiet lntb.matio Secur.ty Oficer XARAT{ CHANDRA}i. ACIO Technol@y ServEes Buaeau
NIicroso LSP Participatiorr Fomr
Atten8on: Lirda Fakhouri
E-rnail : lfekhouri@rivco oro
Pay,menl3hould be made to
Riverside County lnformation Technology
3450 'l4th Strest. Fourth Fbo.

Rive.sil6, CA 9250'l
Cotrrty ol Riverside TIN ,t 9560fi)930
Co.nparry Name Sonchcice Corporation

1.ran.. Wlliam Miller 1nb Public Sector Sales Leader
46a63. 314 W Supsrior St. Suite 400
Cit)4 Chicsoo zpcoa"'60&71 leuptrcrn * (312) 752-3216
Fax a . william.milksr@soflchoice com
The Corrnly of Riversile b th€ host ol the Microsoff ir-!6r AgEerrlent No. 9184445. AI qu€.tiffrs r€gardng the Foducfs -rd licerBiirg shoLdd be diiedcd to MhrosoiBy sigrir€ belotr. I am agre€irE lo pay lhe p-ticipaliqr fees fo. eadt e.rollnert fhC is ost blished by lever.ging tlE Couity of Rrveniire M6ter Agreemena h accord-Ee to ttE schedrle r€,ererEed ql RFO # ITARC-005? .id any subs€quent cq{racts ad / o, ariendm€nts.

By srgnrtg belou/, I also agree thal al en.olmeflb wial be submined to Mic,coff drect. to rsporl Grrdknent aclivity ard comply to lhe peyment schsdulo por RFO * ITARC{Os32 to Riversire County lnlo.mation TechnologyPlease refersoce lhe ,erniltance infoamatirt abc e foa \*reao lo serd ftq Fymerlt Fait re to cornply may resull in the a*.rd b6ing rescinded.
s(1it^l"/,
Signature
Danielle Ryterband
Oate
Director, legal & privacy office
AJ per
R!vrsion ll)6/l0ll
Tide
1,4
Printed Neme
(R.FQ # ffARC-00532 Aftrchscrt 2)
Complete lhis roam and relum toi
Apr 30,2024
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AGREEMENT # ITARC.OOg35
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 Agreement may choose either an Enterprise Enrollment or a Server and Cloud Enrollment (or both) depending on their needs.

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 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 partners.

No charge Onboarding Services
Microsoft assisted onboarding is now a benefit of Olfice 365, Microsoft lntune, Azure AD Premium 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.

No Charge Security Incident Assistance
Microsolt 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 identity and stop the malicious attack and triage the incident. See your Microsoft Sales Executive for more details.

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 Microsoft Office is released during the term of your agreement. your licenses are automatically upgraded to the new version.

Rcvrs,o,r l/)6/2021
OfIce 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 15 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.

ACREEMENT # ITARC.OO9]5
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 Sofiware Assurance, you can choose it separate from, or in addition to. the Spread Payments benefit to create 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.

More information about the Software Assurance by products as listed above can be found at:
https://www. m icrosoft.com/en-us/Licensing/licensinq-proqra ms/software-assura nce-byoroduct.a sox?83ff dda 4-a263 - 4L23 -97 52 -1t225 38c0a 96=Tru e Revision l /06/2021
16 ACREEMENT # ITARC-00935
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 Cuslom Terms CTM (Document No. CTM-CPT-OPT-FWK) E4\ Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR).

Revrsion I()6/:021
t7
Final Audit Report 2024-07-03
Crealed:

By
Status:

Transaclion lD
2024-07-03
Ayesha Jabbar (ayesha [email protected])
Signed
CBJCHBCAABAAGUFJoSp4J_oW71 cBsYFjmS2-hEocGX
"7. Softchoice Corporation- LSP Agreement no. ITARC-935 (005 ) for signature" History
'] Document created by Ayesha Jabbar ([email protected]) 2024-07-03 - 5:49:00 PM G[4T- lP address: 70.54.79.79
Cl Document emailed to Jeff Knowlton ([email protected]) for signature 2024-07-03 - 5:49:46 PM GMT
Adobe -tr softrhoi* A<robat Slgn

7. Softchoice Corporation- LSP Agreement no.

ITARC-935 (005) for signature
t Email viewed by Jeff Knowlton ([email protected]) 2024-07-03 - 5152153 PM GMT- lP address: 104.47.74.126
de Document e-signed by Jeff Knowlton ([email protected]) Signature Dale: 2024-07-03 - 5:55:47 P[,] GlvlT - Time Source: server- lp address: 72.15.59.2 g Agreement completed.
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For the Dlrrposes ol lhis lorm, 'Cuslomer' can mean (he si(,ning enlily, Enrolled Alfiliate, Goverrrlherll Prrtner. Instilr rtkin. qr olhcr f,arly enlering into a vohrmc lhonsing nrogram agrci:rrleht.

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Ihis arncndrncnl ('Arncndment") is enter€d inlo helweef llre Farties idcntiligd on tlie allached Dtoqmrrl si0nature form. lt olnel]ds the El.Irollllrenl or Agreernefll idelltified ilbove- Alllerrns used lnrl ool(lclined il] this Amen(lrnent will l]ave lhe sarne nteanings providsd in that En ollmel.ll or Agreerl]enl Enterprise Agreement
Custom Terms CTIM
Snclion 6a, "-tcrrn". is hcreby arnend0d ar)d reslal'?d as lollo\Ns:
a. Telrn. The term ot lhis Agreenlent rvill rernain In ellecl u,rless tenrlinaled by eilhel prrly as descrit)ed ljelor'/ Erich Enr'olhnerrl'xill have lhe lctm prdvidEd in that Enrollmcnl 2 fhe pricxrg lhat irlcrosoll \./ill oftel Ernolted Affiliale'ri Reseller for Earollrncnls effc.live het\veen Noverrber '1. 2019 lhrough Octol)er 31, 202J, and lhal vlll applY for lhe entire initaal lenr olsudr Enrollnenls. is as followt:

Product PriC e
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I l,! (.r!!xple! i cludn orl rs !c!!i/ica ure sv:rilsbE nr /iitlig ll)! ccln,rl€rcial or !o'L/€.hnr-.Dl croud.ll€!lnsx ''Qralt/ino EnieiFris'i Onlne Spilire. ire rerftfiad lrr lhc PracLrr-\ 'Ienns,ith rlle 'iel {ah,e cl Fr]'itrlherabl4slor 'rros dn ,4"u'liililly' lltt looNi ol grlc,l,ire O,'li,re ljerlices is sulrierl lo clte'Ee rr Eite'ndse Orlirc S*lticc! ire:'{(le<l uidarledta! 5erl ar :6lrD!€d fiorn rhe cr{6fDrile D,cararn cllcrirl?l Exclusiofls annly to lh.) addilioilll 2oln .liscornt on Entcrprisc Onlinc Seivices as follo\'rs Le'./el D
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t 3fr5 E3 an(l E5, EnlerDrise Mobilily +
Secu'ily E3 and E5. Oltrce 365 Erlle'pI se
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Enterprise Agreement State and Local
llDl lor I lse with t rcrosoll nrsl)ess AUreertrerrl or Ll[rosoll Brrstrress ir:tl SeI(:cs Ay,Pririprrl This t,,licrosoll Enterprise A(lreemenl ('Agr€iemenl') is enlered into belween the enlities identilied on the sigrrature [orm I
Efrective date. l.he elfeclive date of lhis Agieenrent is the earliesl efFeclivs date of any Enrollnent errlered into under this Agreernenl or lhe dale lvlicrosolt accepts lhis Agreenlent, rvhichever is earlier.

This Agreement consists ol (1) these Agreement lerms ard condilions, rncltlding any atnendments and lhe signalure [orn] arrd all atlachments ldenlilied therern, (2) the Pro([rcl Ter,ns applicable to Products llcensed under this Agreernenl, (3I the Online Services Terrns, (4) any Alliliale Enrollment enlered into under thrs Agreement, an(l (5) any ordet srDnritted under this Aglcemenl.

Please nole: Docurnents relerenced in this Agreemenr butnot attache{l to the signature form may be lound al Lllrr./,r\,{ww rnicrosoll.corn/|censina/conlfacts and are incorporated in lllis Agreemenl l)y rele.ence, including the Product Terms and Use Rights. These documenls may conlain addilional lelms and conditior)s lor ProdrKls licensed under this Agleernenl and may be changed lrom lime lo time. Customer shoul(l review such documenls carefully, bolh at the time of s'Ening and periodically tlrereatter, and fully urxlerstand alltefns and condilions spplicable to Producls licensed.

Terms and Conditions
1, Definitions.
"Affiliate' rneans
a. wilh regard to Cuslomer,
(l) any government agency, deparlrnenl, oltice. flrstrurnerrlality, drvision, u it or olher enlity of the slale or local governrrient lhat rs snpervised by or is parl oF Custornef. ol'v/hich sUpervises Custonrer or of whiclr Custonrer is a part. or vrhich is under common supervision r!,/i1h Customer:
(ii) any county. lrorough. comdronweallh, cily. mlrricipality, town, tolvnship. speciel purpose . distr-rcl, or other similar typil ol governmental instrumentalily eslablished by the laws ol Custome['s slale and located v./ilhin Customer's slale iurisdiction and geographic boundaries: and
(iii) any other enlity in Custon)e'r's slale expressly aulhorized by the laws of Customels slale to purchase under slaie conlracls: provided lhal a slate and ils Afliliates shall nol, lor pu.t)qses of this defioition, he con!i(lered to be Afliliates ot the federal governnrerll arrd its Alliliates: and
b. \rilh regard lo lvlicrosoll, a.]y lergal enlily that Microsoft owns, tlrat c'1 ns Microsotl, or that is un(ler common ownership lrJith Microsofl,
"Custorrler'rnearrs the legal enlily thal has enleled inlo lhis Agreemenlwitll Microsoft. "CustomEr Data' means all dalb, inclrrarng Jlltext. sound. solhvare, image, or video files lhat are provided to tMicrosofl by. or on behalf ol. an Enrolled hffiliErte anrl ils Atliliates throuqh use of Online Services. 'day" rneans a calen(lar day, except lor refelences that specifv business day'. "Enrolled Alfiliale" means an e lily, either Cuslorne, or a y one of CustorrEfs Afliliates lhal has erltered inlo an Enrollment under lhis Agreernent
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''EIrollmenl" means ll]e docurnenl that an Enrolled Alliliate sutln]ats under lhis Agreemenl lo 0lace orders lor Proclucts
'Errterprise" means an Enrolled Afliliate and thB Af{rliates for which il is responsitlle and chooses oo its Enrollmerrl lo inclUde in its e^terpflse
"Fixes'rneans Prociuct lixes, moclificationslor enhancernenls, or their deivatives, thal Microsorl ether releases generally (suclr as Proclucl servrce'packs) or provides to Customer to address a sDecific issue. "License" rnea[s the rigl)t to download, insta'll. access anrl use a Product. For cetlain Products, a LEense rnay be available on a liyed ternr or subscription basis f"Subscription License"). Liceflses {or Online Servk)es will be considered Subscription Licenses
'Nlicrosoft" nreans tlre Microsoft Alfiliale tlrat has enlered inlo tlris Agleernenl or an Enrollnrenl and its Alf iliales. as appropriale.
"Online Serviqes" o]eans the lvlicrosolt-hostJd services icte[tified as Online Se ices in the Prodrct Terms. "Online Services Tenlls' nreans the a<lditiJnal lerms that apply to Cuslonrer's use of Or)line Services puhlished on the Volume Licensrng Srte and'up(laled l.orn t[ne lo tinre "P.oduct'means all prodrrcls identilied in the Prod(icl Teons. such as all Software, Online Services and other well-based services, including pre-reiease or bela versions. "Producl Terms' fl]eans lhe docurnenl llral piovides inloonation about Microsolt Producls and Prolessional Services a.railable lhrough volunre licensing. The ProdlDt Terms rlocument is published on lhe Volrrnre Lacensing Site and is updated.lrorn linre to lime
"SLA" ll]eans Seruice LevelAgreemen(, vrhiCh specifies the n]ininrum seryice level for Online Services an(l rs pul)lish'?d on lhe Volume Licensing Site,
"Software' means lice^sed copies of lvticlosdlt soflware identilied on the l)rodttcl Terms. Sotlware does nol include Online ServiDes, but Soltware may be Darl ol an Online Service. ''Software Assurance" is an olFefln(l l)y lvlicrosoft that provides new version.ights and olher lJenelits for Products as fv(her described io lhe Producl'Terms.
'l lade Secrel" neans information thal is not generally knovrn or readily ascertahable lo the public, has econornlc value as a result, and has beeo subject to reasonable sleps under the ciriumslaoces lo malnlain its secrecy. I
''use" or "run' means to copy, rnstall. use, acgess, drsplay, run or otherwise anteracl. "Use Righls' mesns the use riglrls or lerrns Jl service for each Product pllblashec, on llle Volurre Licensing Sile and updated from lirne to time. The Use Rights supersede lhe lerrrs of any end user license agreement tlral acconpanies a Product. The Use Rights fqr Soitware a.e published by Microsoft in the Proaluct l enrrs The LJse Rights for Online Seryices are published in the Online Services Terms, "Volunre Ljcensing Sile" nreans hllo:/l!,,rrvr.nllcrosoft.corn/hcensino/conlr.acG or a successor sile How the Enterprise program works.
a. Geleral. The Enterprise progrSm consisls ol the lenns and cordilions on which an Enrolled Atfiliate rnay acquire Producl Licenses. Un(ler lhe Enterprise program, Cuslonrer arld ils Affrfiales m.]y order Licerrses foi ProdLrcts by enterng into Enrollmenls l), Errollmeots. The Enter ise prograrTr gives Cuslorner and,lor ils Afliliates the ability to enter inlo one or more Enrollments to order Pro(lucts. Subscription Enrollmenls may be available for some ol lhese Enrollrne ts. tlolwitlrstanding any olher provislon ol this Agreement, only Enrolled Affiliates idenlified in a'n Enrollmenl will be respo[sible for cornplying wilh the tenn; of lhat Enrollrirent, including thb te(ns of tlris A$reement tnsorporated by reterence in lhat Enrollnrent
FA2l) lCArJr(l rli)Sl (;lliN( j)(Nov2l)1tj! Pnge 2 o, lt froctmelll X20.1fro!
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c Licenses. The types ol Licerrses availalJle are l1) Licenses ol)lained urder Solt!./are Assurance (L&SA). and (2) Sr&icliption Licenses. These License lypes, as well as addilional License Types, are furlher desciibed in lhe Product Lisl. 3, Liccnses for Products.

Liccnse Grarrt. [4icrosofl grarts the Enlerprise, nor-exclusive, vJo(]dwide and limiled nghl lo do.,/nload, inslall and use software Products, and lo access and use the Online Services, each in the quantity orderecl under ar Enrollment. The righls granled are subject Io lile lerms of this Agree[]ent, the Use Rights anrl l[e Prodrict Terms. Microsofl reserves all rights nol expressly granled in lhis Agreerhent
Ouration of Licensos. Subscriplio.r Licenses and most Sottware Assurance righls are ternporary and expile,Jhen thd applrcable Enrollnrent is terminaled or expires, roless the Enrolled Afflliate exercises a buy-out option. which is available lor sorrle suDscriplion Licenses Except as otheftvise noled in the applicable Enrollnent ()r Use Rights, all other l.icenses becorne perpetual only ,rrhen all paynrenls lor lhal License have been n]ade and the initial Enrollmenl le(n has expired.

At)plicahle Use Rlghls.
(i) Products (other than Onlirie Ser vlcesl. TheUse Riohls in etfect orr lhe elfeclive date ol the allplicable Enrollment Iernl lvill apply 10 Enterprlse's use of the verslon of each Producl thal is currenl at lhe time. For future versions and new Products, the Us€ Rights in eflect when lhose versions and Producls are first released will apply Changes Microsolt makes to the Use Rights tor a partiiular version will no1 apply unless the Enrolled Afliliate clposes to have lhose changes apply. The Use Rights apDlicable lo perpetual Licenses lhal were ac(luircd under a previous agreement or Enrollrnenl are delernined by lhe Agreernent or Enrollmenl un(ler which they were acquired. Renewal ot soltware Assurance does nol clraf)ge vrrich Use Rights apply to thos€ Licerlses.
{ll) onllne Services. For Online .lervrces, tha Use Rishls in slfect on the subscriplion start dale willapply lor lhe subsc ption term as delined in lhe Product Tefil)s.

Downgrade rights. Enrolled Afiiliale rnay use all e0rlier versiqn ef a Product olher lharr Online Servaaes than lhe version that is curent on lhe efreclive date o[ the Enrollmenl. For Licenses acquired in lhe currenl Enrollmeilt term. the Use Rights for the curre,\lvetsion apply lo lhe use of ltre earlier version. lf the earlie, Producl ve,sioo includes leatlres thal a.e not io the new verson. tlren the LJse Rights applicable lo lhe earlief versioo apply wilh .especl to those features.

New Versioll Rlghts under Soltware ASsurancc, Enrolled A[filiale must order and marnlain continuous Seftware Assr,;rance boverage for each Llcense ordered. With Soflwale Assurance 6overage, Enterprise autornaticiilly has tlre riglrt to use a rre'.v version ol a licellsed ProdUct as soon as il rs re lea sed, even rl Enr olled Af[i ale chooses lrot to use lhe new version immedialely I
{i} Excepl as olherwise permiltbd rtnder an Enrollm€nl, useof the new version willlle subiect to the new velsior]'s LJse Rights
(ii) ll the L icense for lhe earlier version of lhe Product in perpetua I at lhe lime the new ver$ion rs released, the License for the new version will also be perpelual. Perpettlal Licenses obtained through Sollv{are Assurance replace any perpetLrat l-ic€nses lor lhe eadier verslon.

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I-icense confirmalion. Thrs Abreement. the applicsble Enrollmeft, Enrollerl Affiliate's olIler conFirnrataon, and any documentalion evidencing l.anslers ol perpehtal Licenses. logether v,/ilh prool ol payrJ]ent, will be Enrolled nffiliate's evidence of all Licenses obtained under an Enrolinrenl
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{1. Reorganizalions, consolidstlons and privatizalio'ls. lf the number o, Lice rrses covered by an Enrollmenl changes by [lore lhan len percent as a result of (1) a reorsanization. consolidalior) or privalizaliori oi an entily o. an ope.aling divlsion, (2) a privath;tion ot an Afailiate or an operalinq division of Enroll€d Afliliale or any of its A[iliat€s, or (3) a consolidatoo including a rner-(e[ wilh a lhhd parly thal has an exisling agreemenl or Enrollmenl. fulicrosoft will worl( with Enrolled Alfrliale in good faitlr to dete[nine how to accomrnodale its changed circumstances in the contexl o, ihis Agteentent.

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Making copies of Ptoducts ancl re-imaging rights.
a. Gc[eral. Errrolled Atfilaate mai n\ake as rnany copies oF Producls, as it needs to distriuute lhem vr'ithin lhe Enterprise. Copies must be true and complete (inchrding copyright and tradenlarl rrolrces) fronr nraster copies obtained from a Microsoft apptoved fullillntent source.

Enrolled Affiliate may use a third party lo make these coples, but Enrolled Alf iliate agrees it !.,/itt be responsil)le [or any third parly's actions. Enrolled Affiliate agrees lo make reasooable eflorls to nolify rls e|nployees, agents and any olher l]daviduals v,/ho use tlre Ptoducts tllal the Pro(ltrcls are licensed front Mcrbsoft and subiectto lhe terms of this ngreernent b. Copies for training/evaluation and back.ul). For all l)roducts olher than Online Services.

Enrolled ,Affiliate rnay: ('1) use ip lo 20 cornplimenla,y copies of an| licensed Pro(luct in a dedicaterl lrainlng facility on its premises (or purposes of training on tltal parlicular ProdUct. (2) use up to 10 conrplintentary copies of any ProdUcls lor a 60-day evaluation period, an<l (3) use ene cornplimentary colry oF any licensed Pjoducl fo[ back-up or archival purposes lot each ol its distinct !,eographic locations. Trials forOnline Services may be svailable if specilied in lhe Use Righls
Right to re-image. ln certarn casea, re-imaging is pennilted using the Prod ct tnedia ll the Microsolt Producl is licensed (1) fronr an original equipmenl manufacturer {OEM}, (2) &s a full packaged Product throuOlr a relail source. or (3) Un(ler arrolher hlicrosof{ program, llten media provr(led ur)der lhis Agree )enllrnay generally be used to create irnages for use n Dlace of coDies provide(l through thal seiarale sorrrce. This right is co ditional Upon the lolloy,/ir'tg:
(i) Separat€ LiceDses nrusl be acquired lronr lhe separale source lor each Producl that t.., remaged, (ii) The Producl lanouage, version, and componenls of the copies rnade rnusl be identicat to lhe P,o(luct, lEnglrage. version, and all conrpanenls of lhe cgpies they replace an(l the lurnher ol copies or inslarces of lhe re-nraged Producl pernlitled rentains lhe same. (iii) Except for copies ol an opelating systern and copies ol ProdLrcts licensed !rrder another Microsoft program, the Producl lypa (e (. Upgrade or full License) re-inlaged nlusl he idenlicalto the Product lype licensed frorr the separate source (iv) Errrollcd Alfiliate musl adhere to any Pr oducl-specrfic processes or reQUiremenls lor reamaging i(lentilied ln the Pro(luct Terms.

Re-imaged Pro(lucts remain su[ject lo tlre l€rnrs ar'](l use righls ol the License acquired fron) lhe separale source. This sullseclion does not create ot exlend any Microsott warranty or support obligation
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/i Transferring and reassigning Licenses.
a. Liccrrso transfers. License lrahslers are r'rol permilted, except tltat Customer or an Enroled Affiliate may transfer only fully-plaid perpetrral l-lcenses to:
(i) an Afliliale, or
(ii) a thrrd party solely rn conne{:laon wilh tlre lransFer of hardvrare or enrployees to whollt ll]e Licenses have been assioned as parl of (A) a prlvatizatlo11 of an Alflliale or agency or ol an En20 ltl',Ur(US)SLG(El!Gl{ No,/20 I 0) Faqe 4 or lt
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operaling division ol Enrclled All iale or an Afliliale (13) a reorganization or (Ci a consolidalion. I
UpoD such transler, Custorner br Enrolled Afliliale must uninstall and discor)tir]Lre trsir'lg the li(:errsed Ptoducl and render ani coptes unUsable
b. Notllicatloll ol LlceDSe Tra slcr. Etrrolled Afliliate rnust nolify [/icrosolt ofa License lransfer by cornplellng a licpnse' transfer fornt, whach can be oblained from httor//wwJ nricrosofl.c onr/lrcenslrr o/cor rlrrcls and senditlO lhe con)pleted lornr to Microsoll c
llelore the License tra sfer. No Licoose lransfer lvill be vald ttnless Enrolled Affiliale provdes lo tlre lransFeree, and lhe transleree accepts in Lvlitillg, doctrments sofficient to enal)le the transferee to ascerlain the scoie, purpose arld limitations of lhe rights glanted by i/icrosoll under the licenses being lransferred (rncludingthe applicable Use Rights, (rse a|ld transfel restricliDns. v/arranties aId lirnitalions ol liabilily) Any License transier notnradein conrpliance u/ilh this section will be void.

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lnterral AssigDnrent ot l-ace[ses a d Software Assurance. Licenses and Soflware Assurance must be assigned lo a single user or device within the Enterprlse. Licenses anl:i Sol[,rJar€ Assurance may be reassigned wilhin the Enlerprise as described {u the Use Rigl]ts Term and termination.
a. Ternr. Thetennof this Aoreemdnt \,,/ill be 36 tLrll calendar nlonths [ron] lhe effective dale u lrless Ierminated by eilher parli 3s described below. Each Enrollment will have the term provided in lhat Enrollment
b. Tennlnallon wilhollt cauae. Either party ntay terminate lhis Agreement, wilho(It cause, upon 60 days'written r)olic€. ln the eve.ll of lermination, new Enrollmenls v/ill not he accented, btrl any exisllng Errrollrnenl vill continue lor lhe term of s(rEh Enrollment arld will conlinue to be governed by llris Agreernenl.
c. Mirl-tcfln te.mlnatlon fot non-hppropriation of Ftrrl(ls. Enrolled Atfiliate n]ay terminate lhrs Agreemenl or an Enrol[nent y/ithout liabilily. f]enalty or lurther obligalion lo rnake paynlents if fLrnds lo rnake paymenls under the Agreement or Elrrollment are not appropliated or allocated by lhe Enrolled Affiliate tor such purpose
(1. Terminatiorr for cause. Withoul limiling any ollrer rernedies il may have, ellher pany rnay terlTrinate an Enrollmenl if th€.l olher party rrlaterially brEaches ils obligatlons undel tllis Agreement, inchrding any obligatron to submit orders or pay lnvoices. Except\,!llere lhe breach is try its [ature nsl curable wilhin 30 days, the terininating parly rnust give the olher party 30 days' notice of its intenl lo lermi,nate and an oPporlunity to cure the br6aclr lf ilicrosofl grves suclr nolice lo an Enlolled AFtiliale, Microsolt also will give CLrslomer a copy ol lhal nolice and Cuslonter adrees to llelp resolve lhe breach. lr lhe breach aftects olher Enrollnrents and cannot l)e resolve(l betYreen Microsofl ,nd Enrolled Affiliale, logelher with Customefs help, wilhin a aeasonable period of time. fulicrosoll lnay ternrinale this Agreerllenl and all Enrollments under it. ll an Enrolled Affiliate cerses lo be Custorner's Afllliate, al lllust proolplly nolify tulicrosoft, and lvliclosolt nlay terminate the former Afriliate's Enrollment lr an Enrolled Affilate Ienninales its Enrolhnent as a resLrlt of a l)reach by Microsolt, oI if Microsofl lernrinates an Enrollmeot becaus€ Enrolled Alfiliale ce4ses to be Cuslomefs Afliliale, then Enrolled Affiliate will ha1,/e the early lerntination rights described in the Enrollrlrent. e. Early ternination. lf (1) an Enrolled AFliliale lerrninates ils Enro,lment as a restrll of a breach by Microsoft, or (2) if lvticrosoft lerminates an Enrollmerll because lhe Enrolled Afliliate has ceased lo be 0n Affiliate ol Cuslorner. or (3) Enrolled Alfiliste terminales an Enlollmenl loI lto|lapProprlation of funds. or (4)Microsoft terminates an Enrollrr'lenl for non-paymenl dtre to nonapPropriation ol lunds then the Enrolled Affiliale vJrlllrave lhe lollowirlg optloDs:
(l) lt may imntediately pay the'total renraining amount due. incl\Kiing all ir)!ilallrnenls, i which 6 case the Enrolled Affiliale will have perFelLral rights for all Licenses il has ordere(l: or E4?(J r $Anr(L[iJtjLajlEtlli)(hlo!?o r L) P lla5o(11
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(li) llrnay payonlya|nounls dueas ol lhe lerminalion dale. invvhichcasethe Enrolted Afltliate ',rill have perpel{al l-icensei for:
'l) all copies of Products (lnc[rding the lalest version of Products ordered Under SA Coverage in llre culrenl te[n) for which payrnet)t lras been n]ade in full. and 2) lhe number of cofJies of Products il has ordered (inchtding ltre latesl version of Ploducts ordered Under Software Assurance coverage in currenl lerm) lhat is proportional lo the totalbl installment payrrents pai(l versUS lotal amounts due (paid and payable) iF lhe early termination had rot occurred. (iii) In lhe case of early leflnination uo(ler sUhscriplion EDrollments, Enrollerl Affiliate wlll have the lollowing ofrlions: I
1) For eligible Prorlucls, Erirolled Affiliale may oblain perpetual Licenses as describe(l in the seclioo of lhe Enrollment tilled "Buy.out option." provided that Microsoft leceives lhe lruy-out orcler for lhbse L,cen6cs wilhin 6b rlays alter Enro ed Alfilate provides rlotice of leflrl ralion.
2) ln lhe evenl of a breach l,y Mic,osoft, il Customer cltooses not to exercise a buy-oltt optlon. Microsolt will issue Enrolled AtFilaile a credit lor any amount paid in advance for Subscription Licenses lhal lhe Enterprise wi nol be abte to USe to do the lernrinatiofl ol lhe Enrollinent.

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t\lothing in tl'ris section shall aflecl perpetual Llcerse rights ac(luired eilher in a separate agreernenl or itr a prior terrrr oFthe tetlrtrllated Enrollmet]l.

Eftect of tcrmination or expirailon. \A,lherr ar'l En/ollment expares or is tefltrirrated, (i) Enrolled Atlilale musl order,Licenses for all copies of Pro(lucls it has ruo lor which it has nol prevEusly subnrittecl a brder Any and allunpaid paymenls lor any otder of any kincl rernain due and payabl€. F-xcepl as provided irIthe subsectio titled"Early Iermination, all unpaid payments for Licenses immediately become dtle and payable, (ii) Enrolled Atfrliale's right lo Softrare Assuance henefits under this Agreement ends iF il does not re ew Software As'.sorance
g. Modlficatlon or terminatlon of an Onllne Service for rcgulntory reasons. Microsoft ay rnodily ot terrrlinate arr Onlrre.Servjce r,rhere lltete is any cLrrrent or iutLlre ooven]nrenl reeuirenrent gr obftgatron lhati l(l) sutjjecls MicrosoFl to any tegulatior] or requirentent not generally applicable to businesses operaling in lhe juriEdiclion; (2) preserrts a hardslrap for lvlicrosoll to continlE operating tl'te Onlille Service without nrodification, and/or (3) causes lrlicrosofl (o believe lhese lerms or the Online Service may conftict with any suclr re(luirentent or obljgalion
h. Prograllr updates. l icrosoll nray n]ake changes lo this Frogram thal u/ill make it necessary for Curlomer and its Enrolle(l Afliliates to ente[ into new agreements and Enrollments al lhe t Tre of an Enrollnrent renewal
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7. Use, ownership, rights, a/rd restrictions
Pro(lUcls. Unless oll)erwrse spectiecl in a supptentental agreemenl use of any ProdrEt is governed by thc tjse Rightr sfjecjfic to eaclr Pr(xlLrcl ard versiorl and bv the terrns ol the applicable supplen]ental agree enl.

Fix€s. Eaclr Frx is licensed un(ler the san'te ternrs as the Pro(luct to whiclt il applies lf a Fix is oot provided for 0 specific Proddcl, arly use rights fulicrosoll ptovides w h the Fix \,.,itt al)ply Non-l'Vlicrosofl sott'.vare and technology. Enrolled Affiliale is soklly respons ihle [or ar) y non - l\,4icrosofl software or lechnology lhat it inslalls or uses,vilh tlte Ptodlcls or Fixes ll
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d. Restrictions. Enrolled nffiliale musl nol (arrd is rrol licensed to) (l) leverse engineer, cieconrpile, or disassemble any'Proctrrcl or Fix: (2) inslall or use non-Microsofl soll,r,/are or technology in any way that would subjecl tUicrosoft s intelleclual properly or technoiogy to any _ olher license terms; or (3) work aroon(, uny lechflical hnilations in a Paoduct or Fix or restriclions in Producl documenlation. Cuslorner musl not (and is not licensed to) () separate atl(l rrrrr paris ol a Paoducl or Fix on rnore than one device, upgrade or dorvngracle parts of a Procluct or Fix at di(f€rent lrmes, or lransfer parls of a Producl or Fix sepalately: or 1ii) distribule, sublicense, rent, lease, lend aui Producls ot Fixes- n't whole or rtr Part, or Use thern to ollel hosling services to a thlrd Party.;
e. Reservatiotr of rights, Producis and Frxes are protecled by copyriglrt and ollter intellecttlai properly righls laws and inlerdatlonal treaties. lrlicrosofl r€serves all rights not expressly granled in this agreemenl. l'lo rights willbe granled or ilnplied by v./aiver or estoDpel Righls io access or Lrse Sollvrare on a bevice do not give Cuslomer any righl to implemenl l',ilicrosoft t)alents or olher i,Iicrosoft intelleclual property in the device ilself or in an,/ olher soltware or devrces
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8. Confidentiality.
"ConFrderrtial hrfor.rralion'is rlon-public information thal is designaled 'confidenlial" or thal a reasonable person shoUld understan(l is confidenlial, including Cuslonrer Data. Confidential lr]formation does nol inclrrle infonration that (a) beconles publicly a'/ailable v/ilhoul a breach ol lhis agreerrrenl, (b) lhe receivrng party received lav/ully frorn anolher source witltoul a conlldentiality obllgation, (c) is independently developed, or (d) is a comrl)enl or suggestion voltlnleeled sboul lhe other party's business. f)roducls or setv'ces.
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Each p6r1y v,/ill take teasonal)le sleps to t)rotecl the other's Confidential ln[onnalion and v.,ill use the olher party's Conlidential lnformation only for Durposes ol the parties' business relationship. Neither party will disclose lhal Confidentiat lnlonnation to lhird Dartrcs, except to ils employees, Affiliates. coulraclors, advisors and consultants ('R epr esenl6tives") and lhen only oo a need-to-know basis under nondisclosrrre obllgatrons at leasl ai prolective as this agreen)enl Each parly rernaills responsiDle for lhe use ol lhe Conliclential lnlannation by its Representatives and, in the e,renl o[ discover y oI any I rrraotl]orized use or disclosure, rnust plomplly notily lhe other party.

A rrarty may disclose theother's Confidential lrrfo(natjo if required bylaw. butonlyafleril notilies lhe other parly (if legally p€rntissible) to enable the olher party to seel( a prolective order. lleilher parly rs recluired to restrict work assi'Onmenls of its Representalives vJho have had access lo Confidenlial l fornlation Each party agrees lhal lhe tlse of intormatiolr retained in Representatives' Unaided rnenrories in the development or deployrnent of the parties' respeclive products or servrces does not create lialriliiy urlder this Agreen]ent or trade secrel law, and each party agrees to limit whal it discloses to lhe ollrer accordi,tglv.

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These obli$alions apply (i) for Cuslomer O;ta untrl rl rs (ieleted f|orn lhe Online Services, and (ii) for all other CoflFidenlial lnfoflnalion. lor a period ol lrve years after a party receives the Conlidential lnfornration.

9. Privacy and compliance iith laws.
a. EorolFd n fliliate cor$errts lo the processir)g ol personalinformation by Mictosoft and ils agents to facilitate the subject nraller'of lhis Agreernenl. Enrolled Afliliate e/ill olllain all required consents lrom lhird parlies und6r applicable privacy an(l dala protection lavJ be[ore providing rrersonal infofi nation lo l,licrosof l
t, Personal irrformalion collected trncler this agreernenl (i) Inay be trans,erred, slored and processed in tlte United Slates or any olher country in which Microso{l or its service providers maintain lacilities an(l (ii) u/ill be subjecl lo llre privacy terms sFecifie(l in the Use Riclrls liicrosofl will abide l)y the requrrements of EuroDean Economic Alea and Swiss dala proleclion FA2n lC/\Ur(L JSISI (i(l;tlllJ(tl.'vz0 liii PiCeTolll
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law regardl]g the collectiot), use, transrer, retention, anci other ptocessirtg oF pelsonal data hffn lhe European E(:oromic niea and Swilzerland.

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U.S. export. Productsand Fixe! are snbjecttoU.S. exporl jurisdictjon. Enrotled Affiliale ntust comply with all apPlicable inlernational an(l trationat le\,,/s, includir.lg lhe tJ.S Export n dllrinislratiorr RegulaliDns and lnternattonal Traffic in nrms RegUlations. and end-user, end use afld deslinalion reslricllons issue(l by U S. and oll]er governments retaled to l\4icrosoft prodirclS, sen ices and lechrlologies.

10. Warranties.
a. Limitecl warrnntiei and rernedies.
(i) Soltware. Microsofl warra,ils thal each version of the Solh,rare \,/ill pertofin substantialty as described in the applicable Frod(rct documentation {or one year front the dale the Enterl)rise is firsl licensed 'lor lhat version ll il does nol and lhe Enterpase notilies l\ icrosoft within lhe warranty Ierm, llEn Microsofl wall. at ats oplion (t) return lhe plce l--nrolled nf,iliale Daid for the Software license, or (2) reDaI or replace lhe Software. lii) Online Services. lvlicrosoli warrarrts lhat each Orllrne Servica will perloln in accorclaflce wlth lhe applicable SLA (lrrring the Enlerprise's use. The Enlerprise's renredies tar breach of thrs warranty are in the SLA.

The rerredies above ar€ lhe Etllerprise's sole rernedies lor breach of lhe v,/aflanlies irr lhis seclion Custorner waives sny br each ol t/atranty clainrs nol rnade d uring the wafianly period b. Exclusions. The,.Tarranties in this agreement do nol apply to problorrs caused by accident, abuse, or use rn a lrrar)ner irrcor]s,stenl wrth lhis Agleetnent, including failure to rneel ntinimum syslem re(luirerrenls. These'wafiantles (lo Dot apply to free, trial, pre-release, of beta ploducts. or to conrponents of Products that Enrolled Alliliale is permitted lo redistribt e. c. Disclaimer, Except lor lhe'litnite(l warranlies above, Microsoft provides no othel wa[ratrties or coDdltiotrs atid disclairns ally other express, itnplied, or statulory vrarrrnties, incllrding lvarrantles ol q(ality, title. non-iofringement, nterchantability. atlcl litness lor a parlicular prrrpose.
11 . Defense of third party claims.

The parties will dPfend each other against lhe tlrird-party clainrs (lescribed irl lhis section and will pay the amot,nl ol any resulting adverse final iudgrienl or apflroved settlement, b(rt only if the ctelenrling paily rs l)rornplly notified in '.r,iting ol the claim and h'as lhe right to conlrol the defen se and any settlernenl qt it The pany being defended n)ust provide lhe delending parly with all requested assistance. rnloflration, and authorily. The defendinO party will .ermbrrrse the other party for reasorlable out-of-pocket exflenses it incurs irl p.ovidiner assislance This section de scribes lhe parties' so le rernedies a Dd erltire liability for such claim s a. By Microsofl. Microsolt will delnd Enrolled Alliliate againsl dny third-parly clail.l1 folheexlenl it alleges thal a Prod!rct or Fix made available by lvlicrosof( for a lee a^d used withir lhe scope of lhe license granled (unmodified from the lornr provrded by Microsolt and not contbined wilh a ylhillg else) rnrsappropriales a lrade secret or directly infnr)ges a palent, copylight, lrademark or othot proprielary righl ol a third party. lf Microsoft is (nable lo resolve a ctaitn of irrftingenretrt undet contmercially reasonable terms, it may. at its oplion. eilher [1J modily or replace lhe Producl or Fix with a lunclional eqlivalentl or f2) ternltnate Enrolled Alfiliate's license and refund any prepaid liaense lees (less defrreciation on a five-year, straightJine basis) lor perpelual licenses an(l any amount paid for Online Serr./ices lor any usage period aflerllre leflninaliondale lvlrcrosofl ,,vrll nol be lrable tor anyclai ls ordamages dUe to Enrolled Aflrliate's contintled use o[ a Protlt ct or Frx afle. bein0 notifred to stop due to a third-parly clainr b. By Enrolled Alailiate. -l'o lhe extent permilled l)y apt)licable law. Enrolled AFliliate ',rill defend Microsoll agair'lsl any third-pat1y claini to lhe extent it atleges that: ( l) any Custonler Data or I
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non-tvlieros(rt sollware hosled in an Online Service by Mtctosoft on Enlolled A(filiate's behall misappropriates a lrade secrel or clirectly infringes a patenl. copylight. lradernark, or othel propnetary rghl ot a ltrrd pany: or (2) Enrolled Affiliate s use ol any pro(ltlcl or Fix. alone or in comlrinalio \rrth anylhinU else. Violales lhe 1a1,,/ or darnages a lhi.d pariy

12. Limitation of liability,
I
FoI each PrDduct. each paty s oraximuDl, aggregate iabrlity to tlre olher urder this Agraernenl is hniled to direcl danlages Iinally awarded ir'r an arnount not to exceed lhe aDroLrnts Enrolled Alliliale was required to pay for lhe applicable Products dq,ing thettellr of lhis Agreemenl, strlrject lo lhe followillg:
a. ontine Scrvices. Por Online Services, Miclosoft's maxirnum llability lo Enlolled Affiliate for any in,:ident givrrrg rise to a clairh ' ,ill not exceed llre amolnt Enrolle(l AlFiliate paid for lhe Ontine ServlCe ciLrrin0 the 12 mdnlhs before the inci(jent. b. Free Products ard Dlstributatie Code, For Products provicled free of charoe and code lhat Enrolled Affiliate is aulhorized lo redlst,ib{te lo lhid paftes lvrthoul separate payrnent to Ivlicrosolt Miclosoft's lial]ility is limited to direcl darnages fir)ally awarded up lo US55,000. c. Excll|slorrs. ln no evenl will eilhe r party be liable lor indirecl, inci(lental, special, punilive, or consequential damages, or for loss of rrse, loss oF business infolrnation. loss ol tevenue, or iolerruption ol business, howevdr caused or on any iheory of liability. rl. Exccptions. No lrrnitation or exblusions ',',/ill apply to liabilily arising oul of eithel parly's (1) confidentiality obligations (except for all liability [elaled to Custotner Dala, \ hiclr wtll remairl subjeci to the limilalions and exclusions above); (2) delense obligationsl or (3) violation ot the ollrer party's intelleclual property riglts.

13. Verifying comptiance.
t
a. Right to verify compllance. Enrolled Alllli3le rnust keep recor(s relaling lo all use and distributiol ol Producls by Enrcilled Affiliale aod its Affiliales. lvlicrosolt has the right, at rls expense, to the exlet)t pernrilted by applical)le Lrv/. to verify conrpliance vrith the Froducl's license ternrF. Enrolled Alfrliale rnust prornplly provde the independent atrditor wilh any in,ornlatlon 'te auditor reasonably requesls in furlherance ol the vedficalion, including access to syslems rurlning lhe Prodricts and evidence ol Licenses for Producls En.olled Alfiliale hosls. sutriicenses, or rlGtrittutes to third parlies. Enrolled Affiliate agrees to conrplele l\,'ticrosofl's selt-audil process, which lvlicrosoft nray re(lt,ire as an alterrlalave lo I third pany audll t). Retnedles for non.conrpliance. Il verification or sell-audit reveals any unlicensed Use or distribution. tlrer wilhiri 30 days. l1) Enrolled Afliliale nlusl order sufllcierll Licenses to cover lhal use or clistribution, and 12) if rrnlicensed use or (lishibution is so/i or i]]ore. Enrolled Aflilial€ rnosl reimburse Microsoft for tlie cost Mlcrosoft has incurred in verification and acquire the necessary ad(litional licenses ai:t t25ot^ ot lhe price based on the lhen-currenl prlce list and Enrotled Atfiliate price lcvel. Thi unlcensed use percenlage is based o|t lhe total number of licenses purchased conlpared td actual lnstall base. ll there is no unlicensed Ltse. Microsotl v/lll nol subiect Enrolled Aflitiale lo lanother verirication For at least one year. By ex€rcising lhe rights and proce(lures described above. Microsoft does not waive its rights to enlorce this ng[eerner]l or to p.olect its intellecltlal properly by any other nleans Permitted by law. c. Verilication process. Iv]icrosoll will rrolily Enrolled Alfilrate al leasl 30 days rn advance of its intent to verify Errrolled Alfiliate's conrpliance r.rith the licel]se le(ns for lhe Products Enrolled Affitiate and its Atliliates use or distribute Microsoftwillengage an independent ardilor. which v,rill be subiecl to a conlideirlialily obligation. Any i lomalion collected in lhe sell-allditwrll be used solely tol purposes of (letermining conrpliance. Thrs verilicrtioo will take Dlace during oofltral llusiness hoLrrs and in a manner ll1al does not inledcrc (inreasonably with Enrolled Aff iliate's operatiols.

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14. Miscellaneous
a. Use of contraclors. fulicfosr:lt may USe tonkactors to perlolm serytces, []Ulwillbe responsible for their perfornrance subject to ihe ter,ns Dllhis Agreenteol I
l). Microsoll as indel)en(lent conlractor, The padies are independent conl.actors Enrollerl nffiliale and Microsoll each rndv (levelof) Droducls independently rvilhoul using the other's Conlidential lnlonrratiorl
c. Notices. Nolices to l"4rcrosoft nrlLrst be senl lo lhe a(ldress on the signatu re forn r. Notices musl be inwriting and will be treated as delivered on the clale sho\,rlr on the rel rn teceipl otonlh€ courier or lax con,lrrnalio[ ol delivery. Microsoll rnay provi(le information to Enrolled Alliliate aboul [pcomi0g ordering deadlinss, services, and subsc ption information in electtorlrc torm, including by email lo contacts provided by Enrolled Aftiliale. Entails willl)e trealed as delivered or) lhe transmission date.
al. Agrec.ncnt not excllsive. CLrslonrer is free to enter into a(reentenls lo license, ese or pro,nole non-Microsolt producls
c. Anrendrnsnls. Arry .rrlentlmeril to this AQreemenl must be execlted by bollr parlies. except thal MicrosoFl nrey chan0e lhd Pro(luct Terms and lhe Use Righls frotn tirne to tirne h'l accordance vJilh lhe lerrns ol lhis Agreernenl. nn7 conflicling termsand condilions conlaine(l in an Errrolled Af fifiate's purchasL order will not af,ply. Microioft may require CUslofier to sign a nev] agreement or an arnendnrent belore an Enrolled Affiliale enlels into an Enrolltnent unrjar this agreerrrenl. r
t. Asslgrrne.rt. Eithelparly rnay assign this Ag.eernenl toan Affiliale, but musl notify the other party in writing of the assign[leht. Any olher proposecl assigntnent rnust be approved by te non.assignilrO party rn writirrg. Assignr)1ent rylll nol relieve lhe assigning party ol its obligations Lrnder tlre assigned agreement Any attempted assignmEnt without required apt)roval will be void
g. Appllcahle lawi dispute resoltrtion, Tlre lerms ol tllis Agreeftenl v/tll be gover ed hy tlre lavr's ol Cuslomer's stale, wilholt giving effecl to rls conflct ol laws- Dispules relatina to ]is Agreemollt will be subiect to aDplicable dispute r€solution laws of Cuslorrer's state.

Ir. Severabllity. ll any p rovLsion in I lrls agree rrenl is held lo be rlrlenfotceat, e, tl)e ba tance of lhe ngreernenl \!rll remarn rn full lorie anct ellecl
i, Waiver. Fail(re to enforce anyiprovision of this agreeDrenl will not constitule a waiver. AnV waiver must b€ in writing and signed l)y lhe waiving pany. j. No lhlrd.party l)eneficlarles. ,This ngreement does not crtsale any Lhird-party benefrciary righls
k, S(rvival. All paovisions survive lermit)atiorl or expiralion of lhis Agreeriertt except those re(luiriig perlornlance only during tlre leIlI of the ngreement.

L Managsmcnt and Reportlng. iustomer andlor Enrolled Alliliate nray ntanage account detarls (e.9., contacts orders. Ltcertses. soflware do,.vnloads) on Microsofl'S Volume Licenslllg Service Cenler ('VLSC') web site (or srGcessor site) st !-!!! rs r'!w^! rrl:cLos.o_llconrllicens;.lElgryEpggqlg Upon the etFective ctate of thrs Ag,eerr]e[t "*r "rWn.rr,reneJ[ildEi(s) r,Jerrttfie,i fc,r this purpose will be provided acce:s$ lo is sile 3nd may aulhorize addrlaonal (lsers and contacts.
nr. Order of precedence. ln lhe case ol a conllict belr/een any docunrents in t lus Agreeme t ltrat is nol expressly resolved ir lhose documenls, lheir lern)s will conlrol ir) llre following or(ler frorrl highest lo lowest priorily: (1) this Enterpris€ Agr€ernent. (2) any Enrollment, (3) lhe Prodocl Terms. (4) the Online Services Terms, (5) oKle(s sutlnrilted ur]der lhis Agreernent, and (6) any ollrer docunrenls in lhis Agleeh]ent. Terms in an anleo(*nell cunlrol ove. the amended docurnenl snd any prior ameldrnents concernin0 the Same sUbject molter.

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FreeProducts. lt is ilicrosofl's intent thal lhe terms ol this Agreement an(l the Use Righls be rn corl]plrarrce wilh all applicatlie federal law and regulations. Any free ProdLlcl provicled lo Eorolled Alliliale is for llre sole irse and benefil of lhe Enrolled Alliliate. snd is not provided lor use by or personal benelit of an|y specific aovernment enrployee o Voluntary Product Accessibility Tenrplates. Microsolt supports the governrnents obligalion to nrovide accessible technoloEies to its citizens witlr disabilities as tequired bv Seclion 508 ol the Rehabilitation Act of 1973, and its state lav/ counterparls. The Volurttary Producl Accessil)ility TerI1plales ('VPATS ) f()l tlle [ricroson technologies used ir] providirtg tlrE OrIne Seruices can l)e found at l\/icrosoft'.s VPAT page, Further inlormation regardirrg lvlcrosott's conrDiihner'rl lo accessibilily can l)e toLrnd al llto,t/wwv/ nl icrosoll,cor rr.fe nable Natoral disaster. lr) the evenl of a 'nalural disaster,' Microsofl rnay provrde addilional assistance or rights by posiing thern on Jrltpj1[{y4/.UIgfgsglLe$ al such lime.

Copyright vlolatlo[. Except as sel forlh in tlre seclion above entilled 'Transfe[ing and reassr0ning Licenses', lhe Enrolled Afliliate agrees to pay for, and comply wilh lt)e terrns of this ASreeolent and the Use Righls, for lhe Products it (lses. Except tolhe extent Enrolled AF,iliate is licensecl uflder llris Agreeo*nl. il \vill be responsible for ils breaclr of lhis conlracl and violation ol Microsofl's copyrighi in the Products, includhg payment of License fees speciiie<l flr this A0reernent for lrnlEensed use
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Pngc t1o, r r
liuxrril]l,l X2i). lfi2l19
This lorrn ca,r be used n combirlalioh wilh MBSA, Agree,nent, and Ertrollrnent/Registralion l-{owever, a Eeparale form mrEl tre submrited for each enrollment/reoistralion. wten more llran olle is subrnilled on a signahrre lorm For the purposes of lltis form, 'enlity" can mean the signing entity, Cuslorrer, EnroliecJ Alfiliate, Governnrent Pa(ner, lrlslil{(ion, or olhe/ party e[lerillg inlo a volutne licensing program agreenretrt. P,imary and Notices conlacls in this form will not apply to enrollmenls or regislrations.
$ 'Mirrnsoft Vr:Iurne Licensirrg
supp lemental Contact lnformation Form
This fo n a0plies to: E rrBsA I
ffi Agreement
D Enrollment/Af iiliate Regi;tralion Form
lose( primary eotily name if rnorc lharr one Enrolllr]enl,/Regislralion Fornr is submilted
Contact information.

Each pany vr'ill nolify lhe other in writins il any of the infornalion in lhe following contact inforntation page(s) changes. The aslerisks (') indicat€ require(l fields: il lhe etrtlty cllooses lo designate other conlact tyt)es, tlre sarrre requlred fields rnusl be corhplete(l for each sectiotr. By providing cor]tacl inlorn'ralion, entily consents lo ils use for purposes oI adnrinisterino lhe Enrollmenl by Microsofl and other padies lhal help irlicrosoFt adnrilrisler this Enrollment. The Dersonal inlornation provideci in conneclion wilh tlris agreen)ent !vill be lrsed alld prolecte(l a(cor(lirrg lo lhe prlvacy slaleD]enl availahle al !11rs:.r,;licr. n s inq mtcrosoll.com.

1. Additional notices contact.
'fhis contact receives all notices tllal 6re senl from lrlicrosofl. No online access is granted to lhrs individual
Narne ol entity' Counly ot Rrverside i
Corrtact nanr€': Flrst Regina Last FUnderlrulk
Contact erllall address' [email protected]
Slreet addross'3450 14lh Slreet.4lh Floor;
City' Riverside Stato/Provlnce' Cali[ornia Postal code' 9250 r-3861 Country' USA
Phone"951-955-2265 Fax
D This contact is a thrrd party (nol lhe en[ily). $Janing: I'his contact receives personally rdenlifiablcintormelion of the entily.

2. Software Assurance manAger.

This cootact will receivc online permissiohs to rnanage the Software A$srrrance tlerelits urrder the Enrollnrent or Registr atior]
Narne of elltlty' County ot Rrverside
Conlacl name': Firsl Regina l-ast Funderburk
Contect ernall acldress' RFunderburk@ vco.otg
Street address'3450 14th Street.4lh Floor,
Cityr Riverside Stitte,lProvince' Calrlornra IPostal code' 92501-3661 :nrnCof licllllroFo,m(l.lA lrlOXEi\lC)l(.lct?0 r l,) Pror I ol:l I
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1 Country^ USA
Phone' fJ51-955-2265 Fax
E lhis conlact is a lhird l)arly ([ot ll)e enlity). Warning: This conlact receives personslly iclentifiable inlormaliorl of the entily.
3, Subscriptionsmanager.

This conlacl will assign fulsDfl, Expression, and TechNel Plus s[bscription licenses lo ll]e individual subscribers under lhis Enrollrnenl or Reoislration Assignment of lhe subscriplion licenses is necessary for access to any of the online beneirls. sr.rch as subscriplion downloads. This contact will also manage any conrplimentary or additional nre(lia purchases related to these subscrDlions Name of entity' County of Riverside
Cdnlact natne': First Regi a Lasl Funrlerburk
Coolact emall address' RFunderllurk@r ivco.or-q
Street a(ldress'3450 14th Slreel.4th Floor
City' Riverside State,lProviflce' California Postal code' 92501-3861 Country'USA
Phorrc' 951-955-2265 Fax
n This conlact is a lhird party (nol lhe entity). Warning; fhis contact receives personally identifiable information oF llle entity.

4. Online services manager.

This contact will be provided onlirre peflnissions lo nTanage the ooline services ordered under tlre Enrollment or Registralion.

Narne ol entily' Counly of Rrversrde
Contacl name^: First Luis Last Flores
Corrtact enrail address' LFFlores@dvco org
Streel address'3450 14llr Slreet,4lh Floor
City' Riverside Slate/Province' Califonria Postal co(le" 92501-3861 Counlry'USA
Pho|le' 95'1.9 55-81 14 Fax
E This contact is a thid parly (ool tlre entily). Warning: This contacl receives personally identiliable information of lhe entily.

6. Pt'imary contact informaliott.

An irclividual fr onr inside the org an izalion nrust serve as lh e prinrary contact. This contact |eceives online adminiskator permissions and nlay grant onlane access to others. This co0lacl also receives all nolices rnless lvlicrosoft is provided writlen notice of a clrange.

Namc ot ontity' Countv of Rive16ide
SUpCorrlacll IlDl- d rn(NA. lr.lOl(F:Nt;){Orlzil 13) Pape ? oI :J

5. Custorner Support Manager (CSM).

Tlris person is designated as tlre Customer Supporl Manager {CSM) for supporl-lelale(l activilies.

Narne ol elltlty' County of Riverside
Contact name': First Luis Last Flores
Corrtaca email address' [email protected]
Strcct addrcss' 3450 14lh Street, 4th Floor
City'Riverside Slate/Provir)ce' Califorrria Postal cq{le' 92501.386'1 Coulltry'USA
Phone' 95'1-955-81 14 Fax
Corrtact narnc': Firsl Jim Last Smith
Colltact emnil address' lirnsmith@fl vr.J,org
Strcet address' 3450 141h Streel 4th Floor
City' Riverside State/Province' CA Poslal code' 92501-386'l Country'US
l)horre' 951-231"5909 Fax

7. Notices contact and online administrator informatlon.

This irtdividual receives oDline adfirinlsttator permis$io s and rl|,iy grarnl or)ftrle access k) olhers. This contacl also receives all notices
E] sar)e a.s /rrlra,y corlacl
Narne of cntity'
Contacl r)arne'i First Last
Contacl entall address.

Stroel a(l(lress'
Clty' Stale,/Plovince' Postal code"
Country'
Phone' Fax
l:l This contacl is a third party (not lhe entlty). Warning: This corlacl receives llersonalty identiliabte inlorrDation of lhe entily.

SUC:oIrilcrtrrft ,Fo, r(NA.tmrJ)r!r.l(itlljcr?{r r3l Fi{e 3 ol3 !l Microsoft
Program Signature Form
Volume Licensing
MBA./MBSA numb€r Proposal lO
AOEemenl number
For the purposas of ttris brm, 'Customer'can mean the signing enlity, Enrolled Affiliale, Government Partner, lnstit tion, or othar party entering into e volutn€ lbensing program agreement.

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 fteld
F
Select Plus Aqreement xz0-04874
<Choose Agreement> Oocument Number or Code
<Choose Aqreement> Documenl Number or Code
<Choose Agreement> Document Number or Code
<Choose Aqreement> Document Number or Code
Select Plus Atfiliate R€gistration Form x20-04921
<Choose EnrollmenUReqistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenyRegistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code Document Description Document Number or Code
Document Description Document Number or Code
Document Descriptlon Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Number or Code
Printed Titls' Procurement Contract Specialist
Signatu rs Datc' 07 l'17 120 I 3
al ontity nam6)' County of Riverside
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BV
Printed Flrst and Last lnes Mark FOR
Signature'
Name of E
Tax lD 95€000930
Customer
ProgramS(rnForm(MSSign)(NA, LatAm)ExBRA,MLI(ENGXOd20 1 2) Pago 1 of 3 Noto: EntBl the applicable acli\r€ numb€rs sssociatod with the documenb belo,v. Microsofi requarg! lhc essociatcd active number b6 indicsted hoD, or ligtcd below as new.

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

Contract Document
i'r
Microsoft Licensing, GP
Printed Fi6t and Last Name
Printed Title
Signature Date
(date Microsofl Afliliate countersigns)
Signature
Effective Date
(may bo diff€rent than Microsoffs signatu.e date)
Microsoft Affiliate
Name ot 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.

Atter this signature form is signed by the Customer, send it and the Contract Oocuments 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.

Mictosoft Licensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, Suite 2'10
Reno, Nevada 8951 1-1 137
USA
Name of Entity (must be legal entity name).

Signature*
Printed First and Last Name*
Printed Title'
Signature Date'
ProgramSignForm(MSSign)(fJA,LatAm)ExBRA,MLI(ENG)(Oct201 2) Page 2 of 3 Outsourcer
Prepared By: Name of Preparer
Email of Preparer
ProgramSignForm(MSSignXNA,LatAm)ExBRA.MLI(ENGXOcl20 j 2) Page 3 of 3 Volume Licensing
Contents

1. 2.

3. 4.

5. 6.

7. 8.

9. 10.

11. 12.

13. 14.

15. 16.

17. 18.

Defi n itions,....................

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

How to establish price level. ..........

License grant
-
what Registered Affiliates are ticensed to run
How to know what Product Use Rights apply,............

How to order Product Licenses..

Making copies of Products and re-imaging rights. ......................

Tran sferring and reassrgning Licenses
Term and termination"....

How to renew an Order,
Restrtctions on use,.,..,..,......

ConfidentialiU
1 3
3 3
4 5
6 6
7 I
9 9
Warranties. -...........,..

Defense of infringement, misappropriation, and third party claims........

Limitation of liabil
Verifying compliance...

Non-Microsoft Software or Technotogy...................,.

Miscellaneous....

Terms and Conditions

1. Definitions.
ln this agreement the following definitions apply:
"Affiliate" means
a. with regard to Customer
(i) any governmenl agency, department, offlce, 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, lown, 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
10 11
12 13
14 11
SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct2012) Page 1 of 16 Oocument )(20-04874
!l Microsoft
Select Plus License Program Agreement State and Local
This l\,4icrosoft 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 condilions of this agreement and all attachments identifled therein, (2) the Product List, (3) the Product Use Rights applicable to Products iicensed under this aqreement, (4) any Affiliate registration entered into under this agreement, and (5) any Order submitted under this agreemenl.

The parties agree to be bound by the terms of this agreement. (iii) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under state conlracts; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and
b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft
"available" means, with respect to a Product, that Microsoft has made Licenses for that Product available for ordering under a particular licensing program:
'Commercial Product' means any Product Microsoft makes available for license for a fee:
'Contractor" means any third party supplier or other provider of computer technology or related services. .Customer"
means lhe entity that has entered inlo this agreement and its Affiliates; 'Customer Data" means all data, including all text, sound, soft\,vare,or image flles that are provided to Microsoft by, or on behalf of, Customer through Customer's use of the Online Services. "Fixes'means Product fixes, modifications or enhancements or their derivatives that Microsoft releases generally (such as Commercial Product service packs);
"License" means Registered Affiliate's right to use the quantity of a Product ordered. 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 Soflware Assurance for any Product ordered; "Macrosoft" means the Microsoft entity that has entered into this agreemdnt by accepting Customer's registration;
- "Order" means the document Customer or Customels Affiliate submits under this agreement to acquire Licenses or Services:
"Online Services" means the Microsoft-hosted services identified in the Online Services section of the Product List.
"Product" means all software, Online Services and other web-based services, including pre-release or beta versions, identified on the Product List.
"Product List' means, with respect to any licensing program, the statement published by Microsoft from time to time on the World Wide Web at htto :/i www. m icrosoft.com/licensino/contracts , or at a successor site that Microsoft identifies, which identities the Products that are or may be made available under the program (which availability may vary by region) and any Product-specific conditions or limitations on the acquisition of licenses for those Products;
'Product Use Rights" means, with respect to any licensing program, the use rights for each Product and version published for that licensing program at http:/iwww.microsoft.com/licensino/contracts or at a successor site.
'Qualifying Contract," means (1) an Enterprise Enrollment under a Microsofl Enterprise Agreement; (2) any Enterprise Subscription Enrollment entered inlo under a Microsoft Enterprise Subscription Agreement, or a Select Agreement.
"Registered Affiliate" means an entity, either Customer or any one of Customer's Affiliates, identified on an affiliate registration form that has been accepted by Microsoft and has submitted an Order under this agreement;
"Reselle/' means a large account reseller authorized by Microsoft to resell Licenses in a Registered Affiliate's region under this program;
'Service Level Agreement" means the document specifying the standards Microsoft agrees to adhere to and by which it measures the level of service for an Online Service.

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"software Assurance" means an annuity offering that provides new version rights and other benefits for Products as described in the Product Listi
"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 Cuslomer or Customer's Affiliate ('1) submils 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. Microsofl 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 "O.' 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 "pice" refers to reference pice.

4. Lrcense grant
-
what Registered Affiliates are licensed to run.

Registered Affiliates have the rights below once their registration is accepted by Microsoft. These rights apply to the Licenses obtained under this agreement and are not related to any order of, or fulfillment of, software media.

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c. When Licenses become perpetual.
(i) License only. Registered Affiliate's right to run copies of any Product for which it orders only a License is temporary until the Registered Affiliate has paid for that License in fult and Microsoft has collected such payment. Thereafter, Registered Affiliate wi have a perpetual License to run the number of copies ordered in lhe version ordered. (i0 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 a9reement.

Thereafter, lhe 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. Porpetual Licenses through Software Assuaance. 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-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 lhe Registered Affiliate'E evidence of all Licenses obtained under its Order as described in this agreement.
g. Prior version rights. A Registered Afflliate 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. Microsoft publishes Product Use Rights for each version of each Product. The latest version of the Product Use Rights is available at htto://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, subsequenl 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 that was current on the agreement effective SelectPlus20l 2AgrGov(US)SLG(ENGXOct201 2) Page 4 of '16 Document )(20-04874
5 6
date, 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 specilic to those components will apply to the Registered Affiliate's use of those componenls.
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.

How to order Product Licenses.
a. Placing Orders. Registered Affiliate may purchase Licenses and Online Services Microsoft makes available under this program by placing Orders with Registered Affiliate's authorized Reseller. The price and payment lerms 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. l\,4icrosoft may refuse to accept an Order if Microsoft has a business reason to do so. lvlicrosoft 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 ng later than one day following the expiration of that upgrade protection, and (2) Registered Atfiliate submits an order for another lerm of Software Assurance for those Licenses prior to or at the expiration of the previous term.
(ii) During the term of the Agreement (inoluding any renewal term), a Registered Affiliate may be eligible to order Software Assurance for copies of certain Products licensed through retail sources or from an original equipment manufacturer ('OEM"), provided that the Registered Affiliate places its Order within the required time frame. The Product List at htto://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." 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.comi 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 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 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 receipt of the Order.

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Changing a Reseller. lf Microsoft or the Reseller chooses to discontinue doing business with one another, Registered Afliliate must choose a replacement Reseller. lf Registered Affiliate or Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the other using a form provided by Microsoft at least g0 days prior to the date on which the change is to take effect.

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 lhem within its organization. Copies must be true and complete (including copyright and trademark notices), from master copies obtained from a Microsoft approved fulfillment source. The Registered Affiliate may use a third party to make these copies, but the Registered Affiliate agrees that it will be responsible for that third party's actions. The Registered Affiliate agrees to use reasonable efforts to make its employees, agents and any other individuals that it allows to use the Products aware that the Products are licensed from Microsoft and can only be transferred subject to the terms of this agreement. b. Gopies for training, evaluation, and back-up. The Registered Affiliate may ('1) use up to 20 complimentary copies of any Producl in a dedicated training facility on its premises, (2) use up lo 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 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. 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 identlcal 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 to the terms and use rights provided with the License from the separate source. This subsection does not create or extend any warranty or support obligation.

Transferring and reassigning Licenses,
a. License transfers. License lransfers are not permitted, except that Customer may transfer fully-paid perpetual licenses to:

7. 8.
your state's Jurisdiction and geographic boundaries; and (iii) any other entity expressly authorized by the laws of your state to purchase under state contracts, or (b) an unaffiliated third party in connection with a privatization of an affiliate of agency as set forth in (a) above or of an operating division of the Enrolled Affiliate or one if its affiliates as set forth in (a) above, a reorganization, or a consolidation.

Customer must notify Microsoft of a transfer of license by completing a transfer notice form, which can be obtained from http://www.microsoft. com/licensi no/contracts and send the completed form to Microsoft before the license transfer. No License transfer will be valid unless Customer provides to the transferee, and the transferee accepts in writing, the applicable Product Use Rights, use restrictions, limitations of Iiability (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 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 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 latest version of that operating system, and (2) the Registered Affiliat€ 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 terminale either party's and its Registered Affiliates' ability to place Orders under this agreemenl. Such termination will not affect any Orders not otherwise terminated, and any terms of lhis agreement applicable to any Orders not 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 it if the other party materially breaches its obligations under this agreement, including any obligation to pay amounts owed. Excepl 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, Microsoft 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, Microsoft may also terminate this agreement and all other Affiliate registrations under it, unless the basis for termination of the registration is non-appropriation of funds to the registered affiliate, in which event Microsoft may only terminate the affected registration(s). lf a Registered Affiliate ceases to be an SelectPlus20l 2AgrGov(US)SLG(ENGXOct201 2) Page 7 of 16 Documenl X20-04874
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Affiliate of Customer, Customer must promptly notify Microsoft of this fact, and Microsoft may terminate the divested Registered Affiliate's registration. e. Affiliate termination. 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 Afflliate 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 lhe agreement:
(i) For Licenses available on a perpetual basis, it may immediately pay the total remaining amount due, including all installments, in which case the Registered Affiliate will have perpetual Licenses for all copies of the Products it has ordered, or (ii) lt may pay only amounts due as of the terminalion 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 not occurred.

Nothing in this section shall affect perpetual License rights acquired either in a separate agreement or in a prior term of the terminated registration. 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 termination 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 Customer of its Software Assurance renewal options. Microsoft may make a change to this program that will make it necessary for Customer to enter into a new agreement to renew Software Assurance.

Gonsequences 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. Restrictions on use.

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 wtro: (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, 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 confidentiality protections are in place. The confidentiality terms denoted below do not govern Microsoft's handling of Customer Data. ln all anstances 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 designaled 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 lar,vfully 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 othe/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. 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 protect 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 prevenl 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 information to its Representatives (who may then disclose that Confldential lnformation to other of that party's Representatives) only if those Representatives have a need to know about it for purposes of lhe parties' business relationship with each other. Before doing so, each party must:

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. Limitod waaranty 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; SelectPlus20l 2AsrGov(US)SLG(ENGXOcz01 2) Page 10 of 16 Document X20-04874
(ii) Products other than Online Services is one year from the date Customer first uses the Product; and
c. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law last for one year from the start of the limited warranty; (ii) the limited warranty does not cover problems caused by accident, abuse or use in a manner inconsistent with this agreement or the Product Use Rights, or resulting from events beyond Microsoft's reasonable control;
(iii) the limited warranty does not apply to componenls 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 meet any of the above limited warranties and Customer notifies Microsoft within the warranty lerm, then l\ricrosoft 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 CONDITIONS. MICROSOFT DISCLAIMS ANY IMPLIEO REPRESENTATIONS,

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

Defense of infringement, misappropriation, and third pady claims. a. Microsoft's agreement to protect. [ilicrosoft 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-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-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 incorporaling its terms or; SelectPlus20l 2AgrGov(US)SLG(ENGXOcU0I 2) Page 11 of 16 Document )(20-04874

14. (iv) Enrolled Affiliate's use of a Product or Fix after Microsoft identifies Enrolled Affiliate to discontinue that use due to a third party claim.

To the extent permitted by applicable law, Enrolled Affiliate will be responsible Microsoft for any costs or damages that result from any of the above actions. c. Enrolled Affiliate's agreement to protect. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft and its Affiliates against any claims made by an unafriliated third party lhat:
(i) any Customer Data or non-Microsoft software Microsoft hosts on Customels behalf infringes the third parly'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 settlemenl 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, I/icrosoft witt 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 disconlinue 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, l,4icrosoft will provide Enrolled Affiliate with notice and refund any amounts Enrolled Affiliate has paid for those rights to the Product or Fix (or for Online Services, any amount Enrolled Affiliate has paid in advance for unused Online Services).
(ii) Customer Data or use of non-Microsoft software with Online Services. 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, i,4icrosoft may suspend or terminate the Online Service to which the Customer Data or non-l\4icrosoft 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 protecl" and Microsofl must notify Enrolled Affiliate promptly in writing of a claim subject to lhe Subsection titled "Customer's agreement to protect." The party invoking its rightto 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 Contraclors 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 regardless of whether the liability is based on breach of contract, torl (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 rinal adjudication (provided that, in jurisdictions that do not recognize a legal distinction between'gross negligence" and "negligence,' "gross negligence" as used in this subsection shall mean "recklessness');
(iii) liabilities arising out of any breach by either party of its obligations under the section entitled "Confidentiality', except that Microsoft's liability arising out of or in relation to Customer Data shall in all cases be limited to the amount Customer paid for the Online Service giving rise to that liability during the prior 12 months; (iv) Iiability for personal injury or death caused by either party's negligence, or that of its employees or agents, or for fraudulent misrepresentation; and (v) violation by either party of the other party's intellectual property rights. b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE

LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS AFFILIATES, OR CONTRACTORS, 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 wlTH THIS AGREEMENT, EVEN IF ADVISED

OF THE POSSIBILITY OF SUCH OAMAGES 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 PROPERW

RIGHTS, OR THE PARTIES' RESPECTIVE OBLIGATIONS IN THE SECTION TITLED "DEFENSE OF INFRINGEMENT, MISAPPROPRIATION, AND THIRD PARTY CLAIMS." c. Affiliates and Gontractors. 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.

Verifying compliance.
a. Right to verify compliance. Customer must keep records relating to the Products it and its Affiliates use or distribute. Microsoft has the right, to the extent permitted by applicable law, to verify compliance with the license terms for the Products, at Microsoft's expense. b. Verification process and limitations. Microsoft will provide customer at least 30 days' notice of its intent to verify compliance. i/icrosoft will engage an independent auditor, which will be subject to a confldentiality 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 lo 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 Afliliates 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 sufricient licenses to cover its use. lf there is no

16. SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 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 rights and procedures described above, Microsoft does not waive its rights to enforce this agreement or to protect its intellectual property by any other means permitted by law.

17. Non-Microsoft Software or Technology.
a. Registered Afflliate 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 website, are licensed lo 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). Microsoft will not run or make any copies of such non-Microsoft software 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 del ivery 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, it must notify the other party of the assignment in writing. c. Subcontractoas. Microsoft may use contractors to perform Services and support Online Services. Microsoft 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, the rest of the document will remain in effect and this agreement will be amended to give effect to the eliminated provision lo 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.

SelectPlus20l 2AgrGov(US)SLG(ENG)(OcI2012) 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
Copies should be sent to:
f. Applicable law; dispute resolution. The terms of this agreement will be governed by the laws of Registered Affiliate's state, without giving effect to its conflict of laws. Disputes relating to this agreement will be subject to applicable dispute resolution laws of Registered Affiliate s state.
g. This agreement is not exclusive. Customer is free to enter into agreements to license, use or promote non-Microsofl software.
h. Entire agreement. This agreement, the Product List, all registrations under this agreement, and the Product Use Rights constilute 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, reslrictions on use, evidence of perpetual Licenses, transfer of Licenses, warranties, defense of infringement and misappropriation claims, Iimitations of liability, confidentiality, compliance verification, open source license restrictions, obligations on termination or expiration and the other provisions in this section entitled "Miscellaneous" will survive termination or expiration of this agreement and of any agreement in which they are incorporated. ,. No transfer of ownership. Microsoft does not transfer any ownership rights in any licensed Product. Microsoft reserves all rights not specifically granted. The Products are protected by copyright and other intellectual property rights laws and intemational treaties. k. Free ProduCb. 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 government employee. l. Amending the agreement. This agreement (except the Product List and lhe 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 l\ilicrosoft. 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 Afflliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement. Enrolled Affiliate may choose to provide personal information to Microsoft on behalf of third parties (including Enrolled Affiliate's contacts, resellers, distributors, administrators, and employees) as part of this agreement. Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal information to N4icrosoft.

The personal information Enrolled AfJiliate provides in connection with this agreement will be processed according to the privacy statement available at https:i/www.microsoft.comilicensinq/servicecenter (see footer), except that Productspecific privacy statements are in the Product use rights. Personal data collected through Products or Services may be transfened, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facililies. 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 sel forth by the U.S. Department of Commerce SelectPlus20l 2AgrGov(US)SLG(ENGXOct2012) Page 15 of 16 Document X20-04874
regarding the collection, use, and retention of data from the European Union, the European Economic Area, and Switzerland.

For Online Services, additional privacy and security details are in the product use rights. o. Natural disasters. ln the event of a "natural disaster", Microsoft may provide additional assislance 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 compty 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 sub.iect to U.S. export jurisdiction.

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 the U.S. and other governments applicable to this agreement. For additionat information, see htto://www.micro .com/expOrtinq
SeleclPlus20l 2Agrcov(US)SLG(ENGXOcl201 2) Page 16 of '16 Document )(20-04874
Micrdsoft Licensing, GP Document Summary Form
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Hawthorne City CouncilDecember 10, 2024

Hawthorne City Council
December 10, 2024