AGREEMENT # ITARC'.009.]3
LICENSED SUPPORT PROVIDER (LSP)
AGREEMENT No. ITARC-00933
For
MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO.8084445
BETWEEN
COUNTY OF RIVERSIDE
And
CDW GOVERNMENT LLC
All Terms and Conditions of this Agreement No. ITARC-00933shall govem purchase of Microsoft products and services under Microsoft EA no. 8084445 by County through the LSP.
I
Period of Perfornrance:
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 of performance for the enrollment with the LSP may be for up to a three-year term with the option to renew the enrollments wilh contracted LSP through the LSP contract expiration date.
3. Compensation
The COUNTY shall pay the LSP for products aI the cost as stated in Exhibit A, incuned in accordance with the terms of this Agreemenl. 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 sewices or products.
Non-Appropriations: The COUNTY obligation for payment olthis Agreement beyond the current fiscal year end is contingenl 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 olCalif-omia, Government agencies are not allowed to pay excess interest and late charges, per Govemment Codes, Section 926. 10. No legal liability on the pan of the COUNTY shall arise for payment beyond June 30 of each calendar year unless funds are made available for such payment- ln the event that such
2. Rc!isrcn l/0612021
1,
SEP 10 2024 3"u
This Agreement is entered between the COUNTY OF RIVERSIDE, a political subdivision of the State of Califomia, (herein refered to as "COI-rNTY"), and CDW Govemment LLC, an Illinois Limited Liability Company authorized to conducl business in the State of Califomia (herein refened to as "LSP") of Microsoft Licensing Solution Provider. effective from November 0l .2024 and continues in effect through October 31, 2027, based on LSP's response to RFQ no. ITARC-532 lor Microsoft products and services under Microsoft EA no. 8084445. The parties agree as follows:
Attachment 2
4 4
ACRI]I]MENI fl II AR(',009]3
funds are not forthcoming lbr any reason. COUNTY shall imnrediately notii/ CONTI{ACTOR in writing; and this Agreement shall be deemed terminated, have no further force, and effect.
Hold Harmless/I ndemnifi cation :
4.1 LSP shall indemnily and hold harmless the County of Riverside, its Agencies. Districts, Special Districts and Depadments, their respective directors, officers, Board ol 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, subcontraclor, agents or represenlatives 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 lndemnitees aI its sole expense including all costs and fees (including, but not limited, to attomey fees, cost of investigation, defense and seftlements 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 lndemnitees 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 f'rom any liability for the action or claim involved.
Termination:
5.1 County may terminate this Agreement without cause upon thirty (30) days wrilten notice served upon the LSP stating the extent and effective date of termination.
5.2 County may, upon five (5) days written notice terminate this Agreement fbr LSP def'ault, if LSP 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. ln the event of such Iennination, the County may proceed with the work in any manner deemed proper by County.
5.3 LSP rights under this Agreemenl shall terminate (except for t'ees accrued prior to the date of termination) upon dishonesty or a willful or material breach ofthis Agreement by LSP; or in the event of LSP unwillingness or inability for any reason whatsoever to perfonn lhe tenns 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 performance under this Agreemenl, 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.
2 5
6 Rc\isiu' I 06l0l I
5 7
ACREEMENl' # I1'ARC.OOg33
Notices
All correspondence and notices required or contemplated by this Agreement shall be delivered to the respective parlies at the addresses set fofth below and are deemed submitted two days after their deposit in the United States mail, postage prepaid:
LSP
CDW Govemment LLC
Attn: Brian Fisher
230 N. Milwaukee Ave
Vemon Hills. IL 6006 t
jordham(!cdwg.corn
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 COLINTY herein refers Io the County of Riverside, its Agencies, Districts, Special Districts, and Departments, their respective directors, officers, Board of Supervisors, employees, elected or appointed officials. agents, or representatives as Additional Insureds.
A. Workers' Compcnsation:
Ifthe LSP has employees as defined by the State of Calilbrnia, the LSP shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of Calitbrnia. 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 f'avor of The County of Riverside. Policy shall name the COUNTY as Additional Insureds.
B. Commercial Gcneral Liabilitv:
Commercial General Liability insurance coverage, including but not limited to, premises liability. unmodified contractual liability, products and compleled operations liability, personal and advenising injury, and cross liability coverage. covering claims which may arise f'rom or out of LSP'S perlbrmance of its obligations hereunder. Policy shall name the COUNTY as Additional Insured. Policy's limit of liability shall not be less than $2,000,000 per occurrence combined single lirnit. 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 Requirements for IT Contractor Services:
COUNTY
Riverside County lnfbnnation Technology
Attn: Procurement Contract Specialist
3450 l41r'street
Riverside, CA 92501
3 Rc!rsiolr l/06/2021
6 AGREEMENT # II'ARC-OOg]3
LSP shall procure and maintain ibr the duration ofthe contract insurance against claims fbr injuries to person or damages to property which may arise lrom or in connection with the perlbmance of the work hereunder by the LSP, its agents, representatives, or employees. LSP shall procure and maintain lor the duration ofthe contract insurance claims arising out oftheir services and including, but not limited Io loss, damage, theft or other misuse ofdata, infringement olintellectual propefty, invasion ofprivacy and breach ofdata.
Cyber Liability lnsurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by LSP in this agreement and shall include, but not limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion ofprivacy 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 sufficient to respond to these obligations.
lf the LSP maintains broader coverage and/or higher limits than the minimums shown above, the Counly requires and shall be entitled to the broader coverage and/or higher limits rnaintained by the LSP. Any available insurance proceeds in excess of the specified minimum limits ofinsurance and coverage shall be available to the County. Policy shall name the COLINTY as Additional Insureds.
D. Gencral Insurance Provisions - All lines:
I ) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of Califomia and have an A M BEST rating of nol less than A: VIII (A:8) unless such requirements are waived. in writing^ by the County Risk Manager. lf the County's Risk Manager waives a requirement for a particular insurer such waiver is only valid tbr that specific insurer and only for one policy term.
2) The LSP must declare its insurance self-insured retention for each coverage required herein.
Ifany such self-insured relention exceeds $500,000 per occun'ence each such retention shall have the prior written consent of the County Risk Manager before the comnrencement of operations under this Agreement. Upon notilication 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 paymenl of losses and related investigations, claims administration, and defense costs and expenses. 3) LSP shall cause LSP'S insurance carrier(s) to fumish the County of Riverside with either I ) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsenrents 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 Rcvjsi('n l/06/21)2 |
7 A6REEMENT # ITARC'-0093 3
including all Endorsements and all attachments thereto, showing such insurance is in full lbrce 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 canier(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 oflnsurance and original copies ol 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 COUNTY has been fumished original Cenificate (s) of lnsurance and certified original copies ofendorsements and ifrequested, certified original policies ofinsurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier to do so on its behalf shall sign the original endorsements for each policy and the Certificate of Insurance.
5) It is understood and agreed to by the pafties hereto that the LSP's insurance shall be construed as primary insurance, and the COUNTY'S insurance and/or deductibles and/or sell'-insured retention's or selt'-insured programs shalI not be construed as contributory. 6) Ii, during the tenn of this Agreement or any extension thereof, 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 olthe scope ofwork; or. the tenn ofthis Agreement, including any extensions thereol, exceeds five (5) years; the COUNTY reserves the right to adjust the types of insurance and the monelary limits of liability required under this Agreement, if in the County Risk Management's reasonable judgrnent, the amount or type of insurance carried by the LSP has become inadequale.
7) LSP shall pass down the insurance obligations contained herein to all tiers ofsubcontractors working under this Agrcement.
8) The insurance requirements contained in this Agreement may be rret with a program(s) of sell'-insurance acceptable to the COUNTY.
9) LSP agrees to notify COUNTY ofany claim by a third party or any incident or event that may give rise to a claim arising tiom the perfbrmance of this Agreement.
9. General:
9.1 This Agreernent. including any attachments or exhibits, conslilutes 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.
5 Rcvision I 0612021
8 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 of the 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 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 following documents are attached to and incorporated into this Agreement:
Exhibit A: Scope and pricing.
Exhibit B: LSP Reporting of Active Enrollments.
Exhibit C: Microsoft LSP Participation Form.
Exhibit D: Microsoft EA Benefits for Government Agencies.
Exhibit E: Microsoft Enterprise Agreements and Amendments.
El) Microsoft Enterprise Agreement No. 8084445.
E2) Microsofl Select Plus Agreement No. 7756479.
E3) Amendments No. l- EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK) E4) Amendments No.2- EA Custom Terms (Document No. CTM-FWK-CTC-ACR).
9.4 In the event of any conflict or inconsistency between the terms and conditions 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 fofth in this Agreement shall prevail.
6 Rcvisron I1061201I
AGREEMENI' # ITARC-00933
9.5 This Agreement may be execuled 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 Califbmia Unifbrm Electronic Transactions Acl (("CUETA") Cal. Civ. Code S$ 1633. I to 1633. I 7), for executing this Agreement. The parties lurther agree that the electronic signatures of the panics included in this Agreer:rent are intended to authenticate this writing and to have the same force and ef'fect as manual signatures. Electronic signature means an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUETA as amended from time to time.
The CUETA authorizes use of an electronic signature for transactions and contracts among parties in Califomia, including a govemment agency. Digital signature means an electronic identifler, created by computer, intended by the party using it to have the same lbrce and eff'ect 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.
9.6 If the entitv is a comoration. the sisnatures of two comorate officers (the oresident. vice 9 AGREEMENT # ITARC-00933
Financial Officer S ant treasurer
are required on the agreements. The signatures must be in the follow ing combination: president or vice president and secretary, treasurer or CFO. For example, the siqnatures ofa president and a vice sident would be insufficient. lf si b a c rate officer aco ()
corporation, is required. The corporate resolution musl authorize the signalory to sign agreemenls on behalf of the comoration.
If the entity is a limited liability company (LLC), the signatory is authorized signer as set forth in LLCs operating agreement.
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement.
nzln ffi e of the
COUNTY OF RIVERSIDE, a political
subdivision of the State oI Calilomia
By
Chuck ashington
Chair ofthe Board of Supervisors
Dated:
ATTEST:
Kimberly Rector
Clerk ofthe Board
By,
APPROVED AS TO FORM
Minh C. Tran
Co el
Paula cido
Deputy County Counsel
Dated: a (q(zu.
CDW GOVERNMENT LLC, an Illinois Limited
Liability Company authorized to conduct business
in the State of California.
By
Name: Anup V. Sreedharan
Title: 5r. Manager, Program & contract Management
g,a1""6. 07109124
7 Rcvision 1106/2021
sEP 10 2024 "f 12
il_
l ll[,'n't,'i
By'
10 2
ACREIMENI' iI ITAR('-OO9]3
LSP's Scope and responsibilities
The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (LSP) for Microsoft Master Microsoft Enterprise Agreement No. 8084445; Software Licensing, Software Support, Cloud Services such as Azure, Industry Solutions Delivery (lSD) formerly Microsoft Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. Microsoft Select Plus Agreement No. 7756479.
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 govemmental agencies within the State of Califomia. The LSP will serve as the liaison belween the political entity for enrollments under the Microsoft EA.
The LSP agrees to extend the same pricing, Ierms, and conditions to every political entity, special district, in the State of Califomia. It is understood that other entities shall make purchases in their own name, make direct payment, and be liable directly to the LSP oftheir choosing; and County shall in no way be responsible to any LSP fbr other entities' purchases.
The LSP may remain the LSP for the Three 3-year duration of the Enrolled Affiliate's Enterprise Agreement Enrollment. All True-Ups during the 3-year enrollment (orders for new products, etc.) by Enrolled Afllliates are required to be submitted only through the Af-filiate's selected LSP. Multiple LSP's cannol service a single Enterprise Agreement Enrollment. Enrolled Affiliate may at any time choose to transfer their current enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsoft.
The Enrolled Affiliate shall work with the LSP to detemine lhe annual payment, true-up commilment schedule defined in their enrollment.
The LSP will provide reports showing year lo date annual spend according to Enrolled Affiliate's specifications. Frequency will be determined by each Enrolled Afliliate (ie: monthly, quarterly, etc.).
The LSP will provide repofis of licenses purchased and added on to enrollment according to Enrolled Afllliate's specifications. (lntended tbr an enrollmenl that has licenses for multiple agencies within a govemmental body - ie county. city, etc.) Frequency will be determined by each Enrolled Atliliate (ie:
monthly, quarterly, etc.).
The LSP will provide. at the Enrolled Afliliate's request. a licensing portal that allows the tracking of licenses beyond the capabilities of the Microsoft VLSC. This portal will show, but not be limited to, all licenses on the current enrollment, quantities ofsaid licenses, track licenses at depanment/agency levels, transfer licenses to and from each department/agency, and have reporting f'unctionalities. 3 1
5 7
8 9
8 It.viqnnr l,{16/2021
Exhibit A
Scope and pricing
6. Each Afllliate will communicate to the LSP the compensation tenns applicable 10 their agreement. 11 AGREEMENT # II'ARC-00933
10. The LSP will provide training Io the Enrolled Allliate's Microsoti administrators on Microsolt 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 of training lhey feel would be beneficial in their proposal.
ll. The LSP will provide docurnentation 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 timefrarne.
12. The LSP will provide a shon 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 Effolled Afliliate. This price list must capture, at minimum, the following categories fbr each product: SKU, product description, MSRP, NET (Level D), LSP's uplifi and contracted unit price.
14. The LSP shall provide a list of enrollments. The list of enrollments is due 30 days after the contract signature and on January l5th ofeach calendar year during the agreement period. This list will include the agency name, contact person, email and phone number and annual spend. The intent of this is to track how many agencies within the State of Califomia piggyback offof the Master Agreement.
15. The LSP will be charged L00% of the annual enrollment sales amount to leverage the Riverside County Master Microsoft Agreement No.8084445, and Select Plus Agreement No.7756479, which includes Software 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.
16. The Servicing LSP shall provide Microsofi 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 benefits of this investment.
Rcvisxnr I/0612021
9 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 Microsoft Unified, Industry Solutions Delivery (ISD), 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 lndustry Solutions Delivery (lSD). Additionally, the contractor shall provide Microsoft dedicated Technical Supporl representalives and subject matter experts provided via the Microsofl enter?rise agreemenl to support and assist Riverside County master parlicipants 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.
12 ACREEMENT # ITARC-00933
18. LSP will be responsible for submitting a completed "Reporting of Active Enrollments" by January I 5th of eaoh year for the prior calendar year.
19. The County of Riverside lnformation Technology (RCIT) will invoice the Awarded LSP annually based on the enrollments verified from LSP Reporting of Active Enrollments.
20. Payment is due to Riverside County Information Technology thirty (30) days f'rom invoice date
21. The adnrinistrative fee shall not be included as an adjuslment 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
Rc!iskrr l,06rl0ll
L0
13 AGREEMENl' # II'ARC-0093.]
Pricinq:
L Microsoft Enterp rise License Subscription and services
2. l,icensc Support Provider (LSP) Solution Area Specific Capabilit-v:
Item Description Price l-evel Markup 7o
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 E I or 83, Windows l0 Enterprise E3 or E5.
l.evel D
Enterprise Products (Office 365 Pro Plus, Windows l0
Enterprise, Core CAL Suite, Enterprise CAL Suite). Level D J. /l Additional Products (M365 F I , M365 E5 Compliance, M365 E5 Security, Office 365 Enterprise F I , Project Online, Visio Online Plan I or Plan 2, Dynamics 365, Azure, SQL Sewer, Windows Server, etc).
Level D t./)
Server and Tools Product (applies to Server and Cloud
Enrollments only) SharePoint Server, SQL Server, BizTalk Server, Visual Studio, Core lnfrastructure Suites, etc.
Level D 3.7 5
All products for Select Plus Agreement No.7756479.
Microsoft Unified Support Services 3.7 5
Microsoft Consulting Services
Microsoft Incident Response 3.75
Solution Area Specific Capabilitl' Number Custonrer
Size Reference?
Number of successful custom€r production mail
deployments/mi grations?
5000+ 100-
25000
Can be furnished upon
request
Number of successful customer production SharePoint
deployments/rn i grations?
2500+ 2s0-
15000
Can be furnished upon
request
Number of successful customer production Teams
deployments/migrations'l
1000+ 250-
1s000
Can be furnished upon
request
Number of successful customer production Teams
Voice deployments/PBX migrations'l
500+ 250-
10000
Can be furnished upon
request
Number ofpeople with specialized expertise on
technologies listed above
11 3.7 5
3.7 5
3.7 5
600+
14 3. License Support Provider (LSP) service rates:
AGREEMENT # ITARC.OO933
Data and Artificial Intelligent Certifi ed Conpetency (Yes,trlo) Hourly Rate (On Prentise)
Build lntcllisent Apps Yes $225
Build lntellisent Asents Yes $225
Machine Learning Yes s225
lnlemet of Things Yes $225
Globally distributed data Yes $225
OSS Databases Yes $225
Cloud Scale Analytics Yes $250
Data Platform Modemization to Azure Yes $225
Windows Server on Azure Yes $225
Security & Management Yes $230
Datacenter Migration Yes $225
Modern Bu.iness IntelliAence Yes $225
Copilot Yes $225
Biz Apps
Customer Service Yes $215
Field Service Yes $215
MarketinA Yes $215
Talent Yes $215
Finance and Operations Yes $215
Business Central Yes $215
Power Apps Yes (?)t
Power Bl Yes {)r{
Apps and Infrastructure
Azure Stack Yes $225
Hiqh Perfonnance Compute Yes $22s
Cloud Native Apps using Serverless Yes $250
Modemize Apps Yes $225
SAP on Azure Yes $225
Linux on Azure Yes $225
Dev Ops Yes $225
Business Continuity & Disaster Recovery Yes $225
Windows Server on Azure Yes $225
Security & Management Yes $230
Datacenter Migration Yes $225
Modem Workplace
User Adoption & Change ManagemeDt Yes $225
Security $2 30
GDPR & Compliance $225
Teamwork Yes $225
Callins & Meetings Yes $225
Modem Desktop Yes $225
Office 365 Migration Assistance Yes $225
Mail Yes $225
Teams Yes $225
SharePoint Yes $225
OneDrive Yes $225
Revision l/06,2021
1,2
Yes
Yes
15 AGREEMENT # ITARC-00933
Exhibit B
LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name Compony nome
RIVCO
Contract lD TBD
Master
Enrollment
Enrollment
Number:
Enrollment
Entity:
Start
Date:
End
Date:
Annual
Sales
Enrollment
Contact:
Enrollment
Contact
Email:
Enrollment
Contact Tel:
County of
Riverside
xx/xx/
xxxx
xx/xx
/xxxx ]ohn Doe
Rcvision l/06/2021
13 16
AGREEMENT # ITARC-00933
Exhibit C
MICROSOFT LSP PARTTCIPATION FORM
JI ST]TH
Chbt lnloflYr.tirl Omcer TARTITI P€REZ, ACIO
Enterprise Applicaboos Eureau
DARRYL POLX
chiet TechnoaoEy oficer
TRACY TITLIIAX FlCIT
Oe9rrty Oiredo. Admh - lT
GUSTAVO VAZOUEZ. ACIO
CoaiYerged Corfi uncatoaE Eurea!
ArIHOITY CHOGYOJI
Chbl lnlofmatoo Secunty Oflicer
XARA'{ CHA'{DRA , ACIO
Technology Services Bureau
Nliclosotl LSP Participation Fonn
(RFQ # ITARC-005-12 .lttachment 2)
Complere lhl! torm lnd.eturn lo:
Aftention: Unda Faklprrri
E-rnail: I{@4atyg!q
P.tme.t lhould be mrde ro:
Rive6k e Co!nty lnformation Teclmobgy
1150 14'l Street, Fou.th Floor
RiveBid6, CA 92501
County ot Riversade TIN #: 95-6000930
Company Name CDW Government LLC
Name Brian Fisher Thle: Dir Prmram Managemenl
Address 230 N Malwaukee Ave
Vernon Halls, lL Zip Coae: 60061 tebphooo r, (847\ 419-73/.2 Fax *: (847) 46!513'1 Email: [email protected]
The County of Riverside b th€ hosl oI the Macroso{t Master Agreemenl No 8084{,65. All questions regardrng th€ products and lcelrsi€ 3houu b€ dn€d€d to Micro6oi.
8y signing beloly, I am agreeir€ to pay the p.rticipatioo fees ior each enrdlnert that 13 Brabbhed by leteraging the County ot Riverside MGl6, Agroement in acco.danco to the schedule rete,enc€d dl RFO * ITARC{0532 .nd any subgsquent corfracb a.d / o. am€idmenb.
By signing belo.v, I abo agrBe lhat all anroltnenls will be s..bmitt6d lo Mic.osot diecl. to repod onrollnor aclivity and co.nply lo the palment 3chedule per RFp * IfARC-00532 b RiveEiire County lnfo.m.tb.r Technology.
Please lafdsnce the ,emiltanco intoamalion above tor wher€ to s€rd th€ peynont. Failure lo comply may resull in th6 awad b€i.rg asscinded.
A^,24. F.;r./c. 5tst24
Sbneture
Brian Fisher
Date
Oir Proqram Manaoemenl
Printed Name Tide
'Please r€ference the CDW.G Terms o, Otrer bund on page 26 ot our respon3e Revisior l/06/2021
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17 EI
E2
AGREEMENT # ITARC-00933
Exhibit D
Microsoft EA Benefits for Government Agencies
Reduced Paperwork
Reduced number ol 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
Microsoti will provide LSP's (authorized EA LSPs on this contract) with Govemment 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.
E3 No charge Onboarding Services
Microsoft assisted onboarding is now a benefit of OfIicc 365, Microsoli Intune, Azure AD Prenrium and Azure RMS. Eligible customers will receive guidance from a dedicated group of onboarding experts known as the Microsoft FastTrack Center (FTC) 1o onboard to these services. The FTC uses an onboarding approach known as FastTrack to help you, your lT Team, and or Partner, confidently onboard new users and capabilities. Programs are subjecl to change and/or evolve.
E4 No Charge Security Incident Assistance
Microsoft will engage speciaI security teams in the event ofan exploit ilyour 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 Microsofi Sales Executive for more details.
E5
E6 Additional Software Assurance benefits
With New Version Rights, you can upgrade each Microsoft product license that is covered by active Software Assurance to lhe most recent version for no additional cost. When a new version of Microsoft Office is released during the lerm of your agreement, your licenses are autornatically upgraded to the new version.
Office Roaming Use Rights: Help expand end-user productivity and extend the value of your virnral desktop environment with Office Roaming Use Rights, which lets users with Software Raise and Iower 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.
Revision l/06/2021
15 18
AGREEMENT # ITARC.OO933
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 Microsofl Payment Solutions to help finance your technology needs, including soltware, services, partner products, and hardware. Although Microsoft Payment Solutions is not part of Software Assurance. you can choose it separate from, or in addition to, the Spread Payments benefit to create a customized payment structure.
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.
R.vision I 06'20: I
16 More information about the Software Assurance by products as listed above can be found at:
https://www. m icrosoft.com/en-us/Licensinq/licensing-orograms/software-assu rance-bvproduct.asox?83ffdda4-a253-4123-9752-1 122538c0a96=True 19 AGREEMENT # ITARC-00933
Exhibit E
Microsoft Enterprise Agreements and Amendments
El) Microsoft Enterprise Agreement No. 8084445.
E2) Microsoft Select Plus Agreement No.'77564'19.
E3) Amendments No. l- EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK) E4) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR).
Revrsion l/06/2021
77 20
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Program Signature Form
\/olurrre l=icensing
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Thi$ arncndmcnl ("Arncndlnenl") is entered ifil0 belweel the fJarlies identi,igd on tlr€ altached progratt sinnature rorm. lt arnends th€ Errrollren I d Agreerner rl ide(tilied irbove. Alllerns use(llxrlnol rlofined in ll'!is AmendrnEnt vdill lrave lhe same m€aniogs provided in lhat En[ollmenl or A0reerllenl Enterprise Agreement
Custom Terms CTN/I
1. Seclion 6a,'"tern", is hereby arnendcd ard restaled as follows:
a, Term. Tlr€ tefln ol lhis Agreenlenl will rernain in eltect unless len)insled try Gilher p3(ly as desciibed beld\.,/ Eatclr Errrbl[nerl will [rve lhe lerm providDd in lhrl Enrollrncnl
2. The pric!r(, thal tricrosoll $rill ofler Eorolled Afliliillc'$ R€reller lor Enrolhnents effeciive betlveen Noverrber 1,201S lhrough Octol)€r 31, 2021, aod lha! vrlll apDly lor lhe entte initial ter,r olsuclr Enrollnenls. is as lollows:
Prod0ct Pric e
Level
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lh! cr!n,plec irlcludo o,(I16 rcr!i.ps tllald,c svsilabre i[ eill cr ll|! Eon,r,e{cial or g(,veinment "n alrin0 6nr.rt)riis Onlne S^rvi.e. i14 ll.r(iliedirllhE nr<ri(rci 'l errns ,ith ltc Dell tn(,ecl Fa,J'i[lhelslrles,ol 'I'rog urr, nlir l!ril,ty'. Ilrc !!)L\r ol Eirlcrp,ire Oaltrte ser'nc?s is surJj"-l lc chr'4e rll Eile'Idse Oalill? lervlce-. n16 arcile<,. !rd,nedre!.rerl ar'er:1oved iorn lhe tnle(Drise D,cararn cllcrirl(i Erchrsions aDply lo th(.. addilional2% discornlon EntcrFrisc Onlinc Setviccs as folo\',rs Ente.prise Onllne Serylces"
(inclu(ling l;ull USLS. liroN SA
USLS, Add ons ard Step UpsJ
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lrl3fjs E3 and E5, Enlerprise Mobility +
Secu,ily E3 ar)d E5, Olfice 365 Erlrerprrse
Ei or E3, Wirdorvs 10 Enterprise E3 or E5
Otlic€ 365 Pro Plus, WDdolvs 10
Enterpris€, Core CAL Sute, Erllert)nse
CAL Suile
l\1365 Fl, l!1365 E5 ComFlianc€, 1M365 Es
Securily, Ofiicc 365 Errlcrprisc F1, Projccl
Online. Visio Orrlioe Plan 1or Plarr 2
oynanlics 3ti5, .Azure, SQL Server,
Windo,rs Server etc.
SharePoinl Server. SOL Se.ver EizTalk
Scrvcr, Visual Sl\dio, Corc lnfrirstr(rcture
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Sener and Tools Pro(lucl
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Enterprise Agreement State and Local
tlol for t,se vyilh ltl,cros({l Brsiircss Agreenrenl ff l,,li,:rit!oll Frsiircss ar:J Servn:Bi }1oipr{!llJ'l This i,,licrosofl Eolerprise Allreement ("Agrdemert') is entered into between the entities identilied on the signat(rre form I
Effective date. l he e(fective date ol lhis Agieeorent is the eadiost efFectivs date of any Enrolln]ent €rrlered rnlo rrn(ler lhis Agreernent or lhe dale Microsolt accepts llris Agreenrent, whiclrever is earlier.
This Agreement consists ol ( I ) these Agreement lerms afld condrtions, rncltlding any amendmenls and lhe signalure lorm a d all altaclrments identilied'therern, (2) the Pro([rcl Terms applicable to Pro(lucts licens€d under this Agree,nerrl, (3) the Online Services Terms. (4) ary Alliliale Enrollmenl entered into under this Agreernent, and (5) any order srbnritted under this Agrcement.
Please note: Docurnents relerenced in tlris igreement but not attached to tlre signature form nray be found at lrtto.//$ r/w rnicrosolt. corn/l$€rsini'rlconlfacts and are incorporated in lhis Agreemenl l)y reference, including the Producl Fenns and Use Rights. These documenls rnay contain additional terms and condilions for Producls licensed under lhis Agreemenl and may be changed lrom tiryle to time Customer should review such documents carehrlly, both at the time of signing an(l petiodically tlrereatler, and lully understand allt€drs and conditions applicable lo Producls licensed Terms and Conditions
1. Definitions.
"Affiliata'rneans
a, wrth regard to Custor)]er.
{l} ar)y government agency, dJpartrnenl, office, instrurnerltality, division, unit or other entity ol the stale or local governnienl that rs supervisad by or is part oF Custorner. ot v/hiclt sUpervises Custonreror of which Cuslome. is a part. or v?lrich is onder common supervisaon r,,rilh CuStomer;
(iil any county. borough. comnionwealth, cily. mllnicipali(y, lown. township. speclal purpose distr-rcl, or other similar typb ol governm€ntal inslrunrentalily eslablished by the laws o, Cuslomer"s slale and localed wilhin CuslomeJ's stale iurisdiction and geographic boundaries: and
{iii) any other errtity in Custonpi s stale expressly aulhorized by the laws of Customels stale to purchase under slale cor)tracts; provided that a slate and its Afliliates shall not, for purl)osgs o[ this definilion, be considered to be Atliliates of the federal gove(nn]e[l and its Alliliates; ancl
b, wilh.egard lo Microsoll, any l4al entily lhal l'ricrosott owns, that owns Microso{i, or lhat is under comnron ownership r.,,iih Microsofl.
"Custon)er' rneal)s the legal enlity that has enlered inlo lhis Aoreemenl witlr fi/icrosoft. "Customer Data" means all ctala. including J[ te,,t, souna, soFtrvare, image, or video files that are provide(l to lvlicrosott by, or on behall of, an Enrolled Affilisle and its Aftiliates through (lse o[ Online Services. "day" means a calendar day, except lor references that specify 'business day' "Enrolled Alfiliate" means an enlily, eilher Custorne. or a^y one of Custorr]er.'s Aniliates lhal has ertered into an Enrollm€nt under this Agreernent.
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25 ''Enrollment" means llre docurnent lhal an Enrolled Af,iiiate subnrits under this Agreemenl to place orders lor Prochrcts
' Erlerprise' means an EnrollBd Affilrale and thB Afiliales for which il is responsible and chooses or) ils Enrollmenl to inc[rde in d! enterparse
'Fixes'rneans Proilrrct fixes, rnorJif ications I or eohancemerlts, or their derivatives. thal Microsofl either releases generally (such as Producl servEc'packs) or provides to Cuslomer to add ress a speciFic is'(re. "License" rneans the riglrt to download nstill. access anrl use a product. Fo( cerlain Products, a Lrcense rnay be available on a faved lernr or subscription basis ("Subscril)lion License"). Licerlses {or Onli e Servkes will be consi(lered SL,bscription Licenses.
'Nlicrosoll" nteans lhe Microsoft AfFiliate lhit has entered inlo tlris Agreernent or au Enrollnrenl and ils Altiliales. !s appropriale.
-Online Services nrean5 the lVicrosolt-hoslJd services klelrliled as Online Seryices rn lhe Product Terms. "Online Services Terllrs'rrrearrs lhe a<ldrtiJnal le.ms lhat apply to Custonrer's use of Orrline SeNices pUblishecl on the Volume Lrcensrng Srte an(l'updale(l rrorn l[ne lo trn]e "Producl" means all products ldentified in the Producl Ter.ns, Suct) as all Softwar€, Online Services and other weD.based services, inclutling pre-release or bela versions. "Product Terms'means lhe (locurnenl lhal piovides infoonation aboul Microsoft Products and Prolessional Services a'./ailatrle lhrouglr volunre licensing, The prodrqt Terms (locument is publisired on lhe Volunre Licensing Site and ls updaled.lrorn time to lime
"SLA" nreans Service Level Agreement, v/hdh specities the minimum service level for Online Services ancl ls pul)lished on lhe Volume Licensing Site.
"Soflware' nreans licensed copies ot Microsdll soflwar€ identifiecl on the Producl Terrns. Software doeE nol include Online Servires, but Sottware may be Dart ol an Online Service. ''Software Assurarrce" is an oflenl,lll l)y Microsolt thal provides new version rights and other beneFjts for Products as further described in tlre Product Terms.
^l'rade Secrel" nreans infomalion that is not generally kno!,rn or readily ssceriainablo to th€ public, has econornic value as a resull, and has beerr subiect to reasonable sleps under tha ciriomstaoces to rnainlaii) its sec.ecy. I
"use" or 'run" means to copy. install. use, aqcess. display, run or otherwise hlteracl.
I
"Use Righls' meons the use riglrls or terms ol service for each Product p'rblished on lhe VolunE Licensing Site and updated From lime to time. The Use Rights supersede the ternls of any end user license agreement that acconrFanies a Product. The Use Right3 for Soflware are putJlished by Microsoft ir) the ProdUDl l erms The Use Rights for Online SeNices are published in the Online Servises Terms. "VoltlnleLicensingSite'n,eans@ora5ucce5sorsite
How the Enterprise program works.
a. Gerleral. The Enterprise progrirn consists ol the lelrns and condrlions on whiclr ao Enrolled Atliliate rnay acquire Producl Licenses. Under lhe Enterprise program, Cuslon)er and ils Afliliates may order Licenses foi Ploducls by entenng irto Er]rollmenls D. Enrollnrerlts. The Enterprise program gives Custorrer and,,or its Atliliates the ability to ente. inlo orre or more Enrollments to order Pro(lucts. Subscription Enrollments may be available lor some ol lhese Enrolhnents. l,lolwilhstanding any other provislon o, this Agreement, only Enrolled Aftillat€s idenlitied in a'n Enrollmenl will be respor]sible lor cornplying wilh lhe texns of lhal Errrollrirenr. includ,ng thb lerms ol this Agreemenl rncorporaled by reference in that Enrullnrent
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3. Licenses for Products.
License Grar)t. 14icrosofl grants lhe EnlerJ)rise a non-exclusive, v,/orld,/ride an(i limited riglrt to dor/flload, inslall and use sollware Products. and lo access and use the Online Services, each in the quantily ordere(l under ar Enrollment The righls granled are subject lo lhe lerms ol lhis Agreenrent, lhe Use Righls an{l the product Te.ms. Microsofl reseryes all rights nol expressly granled in lhis A!!reerhenl.
Ouralion of Liconses. Subscription Licenses .]nd most Software AssuEnce rights are teorporary and expire ulren thi applicable Enrollnrenl s t'-.rminatecl or expires, unless the Enrolled Afliliate exercises a buy-out oplion. which is available for sorre S!rbstriplioIl Licenses Er(cept as otheMise noled irl the applical)le Ervollfi]enl or Use Riglrts all other l-icefrse5 becorne perpetual only .jJhen all Daynents lor that License have been nlade and lhe initial Enrollmenl leln has exnired.
Applicable Use Rlghts.
(i) Products (other than Onlirie Servlces) 'l he Use Riqhts in etfect on lhe elfective date o, the applicable Enrollment lernl \,rill apply lo Enlerprise's use ol the versron ol each Product lhat is currenl al the lime. For luture versions and new Products, the Us€ Rights in eftect wh€n lhose versions and Prodrrcts are first released willapply. Changes Microsolt makes lo the Use Rights lor a partiiular version will nol apply unless the Erlrolled Aftiliale chooses lo have lhose chenges 6pply. The Use Rights applicable lo perpetual Licenses lhat were mquired trnder a previous agreement or Enrollrnent are deternined by lhe Agreernent or Enrollmen( under which they were acquired. Renewal of Sollware Assurance does r)o1 clrange which LJse Rights apply lo lhose Licelses.
(ll) Onllne Scrvices. For Online .Services. the Use Rights in elleci on the subscription start clste rvillat)ply for lhe sLrbsr:ription term as detinerl in the Product Tern)s.
DownOrade rights. Enrolled Afiiliate 'nay use a earlier versiqn qf a Producl other lhi|lr Onlne Services than the version that is crrrrent on the efreclive date oF the Eflrollment. For Licenses acquire(l in llre current Enrolheht terrn, lhe Use Rights ,o. the currenl ve.sion apply to the use of lhe earliel version. lf the eailier Producl versior] includes fealrrres that are hot i ttre ne'r/ version, then the LJse Rights applicable lo the earlielrersion apply with ,espect to those features
New Versioh Rlglrls under Sollware Assurancc, Enrolled Affiliale musl order and mainlain contir'ruous Software Assr,rrance boverage for each Llcense ordered With Soflwarc Assurance coverage. Enterprise autornaticdlly has tlre right lo use a ne,,v version ol a licensed Product as soon as it is released, even if Enrolled Afliliale chooses |rol lo use tl|e nev, velsion imrnediately I
li) Except as olherwise Dermiltbd under an Enrollmenl, use of the new version willbe subject lo lhe new vetsioll s Use Rights.
(ii) ll lhe License for llle ea.liel version of the ProdLrct is perpetual at ll]e lime the rew verrion is released, the License for the new version will also be perpetual. Perpelual Licenses oblained through Sollware Assurance replace aoy perpetLral Licenses for the earlier verslon.
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l-iconse confirmation. This Abreement. the applicable Enrollmenl, Enrolled Affiliale s order confirrnalion, and any documenlaton evidencing lransfers of perpetual Licenses. logether vJilh prool ol payrnent, !,,,ill l)e Enrdlled Alfiliate's evidence of all Licenses obtained lnder an Enrollntenl
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c. Licenses. The types of Llceirses available are l1) Licenses obtalned rrrder Soltr./are Assuraoce (L&SA). afld (2) Srftscription Licenses. These Licens€ types as well as addilional License Types. are further d€sciibed in the Producl Lisl. 27 4
g. Reorganizations, consolidatlons and privatizatioIs. llthe number o, ticeflses covered l)y an Enrollmenl changes by nrore lhan len percent as a result of (1) a reorganizatioo, consolidatiorr or privalizatio,i of an errtity or an operaling divisbn. (2) a privalization of an Affiliate or an operating division ol Enrolled Afliliale or any of its Aftitiates, or (3) a consolidatrorl including a rnerger wilh a lhlrd parly thal has an existing agreemenl or Enrollmenl. Microsofl will lvork with Enrolled nfiliate in good laith to dele[nine how lo accommodate ils changecJ circumstances ln the cottext of ihis Agreenrenl.
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Making copies of Products and re-imaging rights.
a. Gcneral. Enrolled nltiliale rnay' nrake as.nany copies ol Producls. os it needs to distritJule them v,,ithin lhe EntsrprisB. Copiss mus.t be true and Dornplete (inc|rding copyright and lademarl notices) lronr nlaster copies otjlained From a Microsoft approved fullillntent source.
Enrolled AFfiliate may use a third party to mafte these copies, but Enrolled Atlitiale agrees il $rill be responsil)le forany third party's ac(ions. Enrolled Affiliate agrees lo make feasonable eflorls lo notily its errployees, agents. arrd any olher individuals vrtro use the Products that the Pro(lucls are licensed tronl Micrbsoll and subiect to the terms ol thii ngreenrent. b. Col)ies tor trairlirrg/eval(iation and back.ul). For all l>roducts olh€r lhan Online Services.
Enrolled Afliliate may: (1) use tp lo 20 cornplimenla,y copies oF any lacensed Producl i[ a dedic€ted lrainlng lacility on its premises lor purposes of training on tlrat 0arlicular Producl. (2) use up to 10 complinrentary copies of any Producls lor a 60-day evaluation period, ancl (3) use orre ccxnplimentary copy ()f any licensed Ploducl for bacl(-up or archival purposes lor each ol its dislinct geografrhic locations, Trials for Online Services may be available iF specitied irr lhe Use Righls
Righl to re-image, ln ce.taio cases. re-imagir)g is pe.milled using lhe Prodlcl rnedia. lf the tulicrosolt Producl is licensed (1) ffoflr ao original equipment man(rfacturer iOEM), (2) as a full packaged Producl tlrrouglr a relail source, or (3) under another lvlicrosof( program, tlren media provided uDder lhis Agreernenllrnay ger)erally be used lo creale irnag€s for 1r5g rn place of coPies provided through that sebarate source, This right is coditional rrpon the lollov,ring:
(i) Separate Licenses nrusl be acquired lrom lhe separale source for each Producl lha( i5 re" imaged,
(ii) Ihe Product, language, version, aod comfronenls of lhe copies rnade rnusl be identical to lhe Pro(iuct, language, veraion, and all coorponents of the cooies they replace and tlre nurnher of copies or inslancbs of lh€ re-lrraged Product pern!itled remains the sanre. (lil) Ercepl lor copies ol an operrattrg systern and copies of Producls licensed under another Microsofl program. the Product typa (e.0.. Upgrade or lull Licanse) re-inraged ll]usl be identicallo the Product lype licensed frorrl lhs separale soulce. (iv) Enrolled Alfiliat€ musl adhere 1o any Producl-specrfc processes or requiremenls for reimaging iclenlilied in the Product Terms Re-imaged Pro(lucts remain su6ject to the l€rn)s and use {iglrls ol the Licer}se acquire(l fronr the separate source This subdection does not creat€ or exlend any Microsolt warranty or support obligatior.
T ran sferri n g and re as s ign.i ng Li ce n s es.
a. Licerrso transfe.s. License ll'ahsfers are nol permilled, ercept tlrat Customer or an Enrolled Alfiliate may lransFer only fully-plaid perpetual l-lcenses to:
(i) an Afliliate, or
(ii) a lh'rd paty solely fi) colnectio^ wllh lhe lransfer ol ha.d\./are or eilployees to whorn lhe Liccnses have been assigned as frart of (A) a prlvali2alion of an Allilial€ or agency or ol an c
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operaling drvisiorl ol Enrolled All iale or an Atfiliate (B) a reorganizalion or (C) a consolidation. I
Upor) such trarrsfer Cr.rslorrrer lor Enrolled Affiliate must Uninstall an(l (liscortli ue osirrg the licensed Froducl and render ani copies unusable
b. N otilicatlon ol l-ice[se T ra r rslcr. Errroiled Afliliate orost nolify Microsoll ofa Lrcense transfe, by cornpleling a license' transfer fornr, which can be obtained fron] hlto://wwJ nlicrosofl.cr,nr/licenslno/corlrflcls and sending the conll)leled lorn't to [,licroso,l belore the License transfer. No License transfer lvrll be valid unless Enrolled Afnfiale plovides Io llre lransleree, an(l the transferee accepts in rvriling. doc(rments suFficient lo enal)le the transferee lo ascertair lhe s()oie, purpose a d lirnilalions ol lhe rights grantecl by i/icrosoft un(ler the lice[ses being lransferred (includingthe apt)licable Use Rights, use ar)d tral]sfer reslric|ons, Ivarranties and lirnilalions of liabilily). Any Lrcense lransler not nlade in compliance qrith lhis seclion lrill be void
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c. lnterral Assignrrrenl of l-icelses arrd Software Assuralce. Licenses and SoFlwrre Assurance mr]st be assigned lo a single user or device within lhe Enterprlse. Licenses and Soll,/are Assurance may be reassigned within the Enlerptise as described ir) the Use Riqhts Term and terminatian.
a. Ternl. The lefln oF this Agreenr dnt will be 36 ,ull calendar nronths [.onr lhe eFFective d ale ull less lerminated by eithe/ parly as discribect below. Each Enrollment will have lhe term provided ir lhat Enrollment.
b. Ternrlnation wilhor,rt cause. Either party nray lerminate this Agroement, lvilhout cause, upon 60 dalr'vi;11"n rrotice. ln the ei/errl ot lernlination, new Enrollmenls v,/ill not he accepted. bllt any exisling Enrollment r,/ill continue for lhe term of such En.ollmenl and will conlinue to be governed by lllis Agreernenl.
c. Mid-tcrrn lermlnatlon for non.lppropriation of Fullds. Enrolled Afliliate nray terminate lhig Agreemenl or an Enrollrnent vrithout liabilily. penalty o[ lurlher obligalion to rnak€ paymer]ts if tunds to rnake payments under the Agreement or Errrollment a.e not approprialed or allocated by the Enrolled nffiliate for such purpose
(1. Tsrminatiol for cause. Wilhoul limiling any other rernedies it olay have, either party may (e[nir]ate an Enrollmeni if thd olher party nralerially brBaches ils obligations under this Agreement, inchrding any obligat,on to submit orders or pay rnvoices. Exceptwhere the breach is lly its nature not curable wilhin 30 days, the l,errninating parly musl give the olher party 30 days' notice ot its inlent to termi,nate and an opporlunily to cure the brgaclt. lf ilicrosofl grves such notice to an Enrolled Aftiliat6. Microsoft also will give Cuslomer a copy ot lhal nolice arrd Custonrer a{rees to help resolve lhe breach. lf lhe b{each aF,ects olher Enrollnlents arrd cannot be resolve(l bet!./een Microsoft and Enrolled Aftiliale, logelher with Customer's help, wilhin a (easonable period ot lime, tulicrosoft rnay ternrinalo this Agreement and all Enrcllnrenls under it. lf an Enrolled Affiliate ceoses lo be Custorner's Afftllate, it rnust pron)plly nolify Microsolt, and dlicrmoft nray terminate the former AFfiliat€'s Enrollment lt arl Enrolled Affiliate tenninates ils Enrollrnenl as a resutt of a lrreach by Microsolt, or if lvlicrosoft lernrinates an Enrollment becaus€ Enrolled Alfiliale ceases to be Customer's A[[iale, then Enrolled Affiliate v,/ill have the e:rly lernrination rights described in the Enrollnrenl. e, Early teflnination, ll('l)an Enrolled Afliliate tenninales its Enrolln']ent as a r€strll of a breach by Mhrosoft, or (2) if Microsoft terminates an Enrollme t because the Eorolled Afliliale has ceased to be (tn Aifiliale ol Cuslorner. or (3) Enrolled Alriliate lerminales an Enrollment lor nor)- approprlation of fr.rnds, o. (4) Microsolt terminates an Enrollttenl for norr-payment due lo nonapproprialion ol lurds. then the Enrolled AfFiliate wrll l)dve lhe lollowir)g opliorts:
(l) ll may imnr€diately pay the iolal ren]aiain0 amounl due. including all ir\slallrnenls, in which case, the Enrolled Aflilaate wll have perpetual righls for all Licenses il has ordered: or Paqa 5 ol 1l
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29 I li) ll [)ay pay only al.r]ounls due as oI lhe lemir)ation dale. in lvhich case lhe Enrolled At,rliate \.t/ill have perpehral l-icenses for:
1) all copies ol Products (including the lalest version of Products ordered rrnder SA coverage in llre ctrrrent lenn) lor which psyrnent hos been nEde in Full, and 2) tho numtler of copies of Products il has ordered (inclrdhg lhe lalesl ve(sion ot Products ordered under Software Assurance coverage in currenl lerm) lhat is proportional lo the totalbf installment payrirents paid versus iotal amounls due (paid and payable) if lhe early terminalion had not occurred
(iii) ln lhe case of early leflnination rioder sulrscriplion Errrollments, Enroll6,i Affiliate wlll have the following oplions: r
1) For eligible Pro(lucts, Eirolled Affiliate may olllain perpelual Licenses as described in the seclioD of lhe Enrollmenl lilled 'Buy.out option," provided that fulicrosoft receives lhe buy-oul order for thbse LjcensBs wilhin 6b rlays alter Enrolled Alfiliate provirles rrotice of lernrirralion.
2) In lhe evenl of a t realh l)y Mic(osolt, il Customer clrooses not to exercise a buy-o(t (ption. Microsoft will issue Enrolled Alfilaite a creclil for any amount paid in advance for Subscription Licenses thal lhe Enlerprise will not be able to use lo do lhe lerminalion of the Enrollinent,
I'lothing in lhis section shall aflecl perpetual LiceDSe rights ac(l(ired eilher in a separale agreement or in a prlor lerr'rr o[ thB lelnrinated Enrollmeltt.
Eftect of tcrminatlon or explrailon. .\l/hen an Enrollmenl expires or is tertlinat€d. (i) Enrolle(l Alliiate musl orde.,Licenses for all copies ol Pro(hrcls it has ruo for which il has nol previously subnrrlted an brder Any and allunpaid payments lor any order ol any kincl remain due and payable, F-xcept as provided ir the subsectior) litled "Early termination," all unpaid paymenls lor Licer'rses immedialely become dr]e and payable, (ii) Enrolled Affrliale's ight to Soft^,are Assurance benefils under lhis Agreement encls iF il does not renew Software Assurance
g. Modlflcatlon or terminallon of an Onllne Service tor rcAulntory reason6. lllicrosofl nray rnodily or tetninate ao Orrline Service !.rlrere llrere is any cuffe,lt or luhrre oovernnrent requirenrent or obligation thal; Ill) subjects Microsoft to any legulaliorr or requirenrenl rrot generally applicable lo businesies operating in the iuri8dic,tion. (2) presents, hardslrip for lvlicrosotl lo contin(€ operati,rg the Online S€rvice withoul nrcdification; and/or (3) causes Microsoft to believe these lernls or ihe Online Service may conllict with any such requirenrent or obligatioo.
h. Prograrn updates. Ivlicrosolt n)ay make clra ges lo lhis Frograin thal will make il fecessa.y for Curlorne. and (s Enrolled Aftiliales to errter into new agreemenls and Enrollmenls at lhe time ot an Enrollnrent rerlewal.
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Use, ownership, rights, aid restrictions.
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a Pro(lircls. Unless ollrerwrse specitied in a supplenrental agreemenl use of any Product is governed by the tJse Rights sd€cific to each Fr(xl(ct ar)d versioo 3nd bv lhe terms ol the applicable supplenrelltal agreerient.
lr. Fixes. Eaclr Fix is licer]sed under the same terms as the Product lo which il applies ll a Fix is not provided for 0 npecific Proddcl, any use rigllts tulicrosolt plovides wilh the Fix \r,ill apply c. Non.lvllcrosoft sott,,vare nod technoloUy. Enrolled Atfiliale is solt.-ly responsible for any no - l\,4icl.osofl sollware or technology that it irlslalls or uses wilh tl're Ploducts or Fixes. llAIu roA(r'luSlSLCrI G]lNov2Dl6l Pn$e6otil
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rl. Restrictions. Enrolled nffiliale m(lst rot (and ls rol licensed to) (1) revelse engineer, deco[]pile, or disassemble any'Producl ot Fix, i2l inslall or use non-Microsofl soflv/are or lechnology in any way that ,.,/ould subiecl [,licrasoft s rntelleclual properly or technolooy io any . olher license terms; or (3) work aroun(l u,ry techlrcal ftrnilations in a ProdLrct or Fix or restrictions in Producl documenlalion. Cuslorner mlrst nol (and is not licensed tol () separate and rrrn paris ol a Paoducl or Fix orr rnore lharr one device, upgrade or dor.,/ngrade parls ol a Product or Fix a( di(ferent limes, or lransfer parls of a Produ(:t or Fix separately: or (ii) dlstribule, sublicense. rent. lease, lend ani Producls or Fi:{es ln whole or ir'r lla , or use thern tD oller hosting services to a third parly.i
e, Reservation of rights. Producis and Fixes are prolected by copyright and olher intelleclual ploperty rights laws and inle(dalional treaties. i,ricrosofl reserves all riglrts not e\pressly granted in this agreement. l.lo ghts will b€ granled or irnplied by v./aiver or esloppel. Rights to access or use Soltware on a bevice <lo not give Customer any right lo implemenl fulicrosoft l)olents or olher iJi(:r(rsoll anlellectual prope y in lhe device ilself or in an,/ other soltware or devices
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8. Confidentiality.
''Co0fiderrlial lnforinalion'is non-public inlornalion lhal is desigIated "cootidenlial" or thal a reasor]able person should understan(l is conlidenlial, including Custorner Oata. Confidenlial llfonnation does not include inloflnation thal (a) becomes publicli ayailable lvilhoul a breach ol this agreernent. (b) lhe r€ceiving party received lavdully frorn anolher source withoul a conlidentiality obllgation, (c) is independenlly developed. or (dJ is a comrrenl or suggestlon volunteered about lhe other party's business Droducls o. serv'ces.
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Each parly will take reasonable sleps to protecl lhe olher's Confidential lnforrnstion arrd v.,ill use the other porty's Confidential lnformatio^ only for t)urposes ol lhe parties busioess reletionship. Neitlrer party will disclose thal Confirjential lnlonnation lo lhird parties, excepl lo ils employees, Aftrliates, conlraclors. advisors and corrsultants ('R epresenlatives") and then only on ;r need-to-knew basis lrnder nondisclosrrre olrlEations at leasl aE prolective as tltis agreefient. Eilch parly lernains responsiDle for lhe use ol lhe Confidential lnforlnation l)y its Represer]tatives and, in tlre e'rent oI tliscovery of any rr na(,thofzed Lrse or disclosure, rnust promptly nolify the olher party.
A Farty m.1y disclose theother's Confidential lnFqrrnatio if re(tuired bylaw, bul only aller it nolilies lhe olhsr parly (if legally pernrissiole) to enable the olher pany to seel( a proleclrve order. fleither porty is re(luired to restrict worl( assibnments of its Replosenlatives v{ho have had access to Confidential Inlorrnation Eaclr party agrees lhal lhe use o, inlormalion retained in Represenlalives' Lrnaided menlories in th€ devoloprnenl or deployrnent of lhe parlies' respeclive products or servrces does nol create liabilily tlnder lhis Agreemenl or trade secrel law, and each party agrees to limit what it d;scloses to lhe othel accordinglv.
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These obligalions apply (i) for Customer D;ta unlrl rt is (leleted [rorn lhe Online Seryices, and (ii) tor all olher ConFidenlial lDfofination. for a period ol hve years aFter a party recBives the Confidential lnlornralion.
9. Privacy and compliance iitn u*".
a. EnrolFd n lliliate consents lo the processing ol personal inFol|nation by lvlictosoft and ils agenls to facilitale the subject matter bf this Agreemenl, Enrolled Atliliate r./ill oblain all required consenls trom lhird parties un(ldr applicable privacy and (lala proteclion lavJ before firoviding personal informatioI to i.,licrosoll
b, Personal informalion collected under this agreernenl (i) rnay lle lranslerred, slored arld processed in lhe United S(ates or any olher coLmtry in which Microsotl or its service providers mai.rtain lacililies and (ii) ,rill be sutject lo lhe privacy lerms sFeci,iecl in the Use Righls. l/icrosofl will allide by lhe requirements of European Economic Area and Swiss dala proteclion f:A20 lOi\0r(llslsl (i(l!rl( ;)ttl,,'/?O I iJi F:iCeTolll Obcu,llcnr X?r).10209
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31 law legarding the colleclion, lse lransler. retentior], ancl other ptocessirrg oF personal dala trofi the European E(|or'(nnio n iea and Switzerland,
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U.S,exDorl. Productsand Frxesare subject loU.S. exporl jurlsdiction- Enrolled Af{iliate musl comdy with all applicable in,ternational and national lavJs. inclLrding the u.S Eyporl ndnrinistration Regolalions and lnlernational Traflic in n trns RegUlalions, and end-use., end use and deslinalion reslricllons issLred by U S. and olher governrnenls related to l',4icrosofl producls, services and lechlrologies
10. Waffanties.
Lirritecl warranties an(l rernedies.
(i) Soatware, ltlicrosoll waffadls lhat each v€rsion of lhe Sollr,rare vr'ill perform sutlstantially as described in the applicable Product docun'rentation lor one year fronr the date the Enterprise is firsl license(lrlor lhat version ll it does nol and lhe Enlerprise notilies fvlicrosolt within lhe warronty lerrn, lhen tulicrosotl will. al ils oplion (1) relurn lhe price Enrolled nfliliale paid for the Softwarc license, or (2) repair or replace the Software. lii) Onlineservices, lvlicrosoli warrallts thateach Onhne Service will perlol]n in accordance wllh lhe applicable SLA (lrrrlng lhe Enlerprise's use. TIle Enlerprise's terltedies For breach of lhis war.anty "ire in the SLA.
The rernedies abovs are ltr€ Enlerprise's sole rernedies for br€ach ol lh€ vrarranties in ltris seclion. Cuslorner waives any bteach ot tr'arranty clainrs nol made d uring lhe warranty period Exclusions. The !./arranties in this agreement do nol apply lo problonrs caused by accident, abuse, or use in a nranner irrconsistent wilh this Agteernenl. inclucling faiture lo meet ntinimum system re(luirernenls. These lwarranties clo not apply to Free, lrial, pre-release, or beta produrts. or to conrponents o[ producls that Enrolled AFfiliate is permitted to redislribt 6.
Oisclaimer, Except ,or lhe'lirnited war.anties above, Microsoft provides no other warrarrties or condlllons arid disclairns any other express, atnplied, or statutory yrarranties, inclrrding lvarranlies ot qtlality, litle, nolr-infringemenl, merchantability, aDd titness lor a par{icular pirrpose.
11. Defense ot lhird party claims.
The parties will dEtend each other againsl lhe third-party clainrs clescribed in lhis section and will pay the amounl ot any resulting adverse frnal judgrdent or approved selllement. but only if the delerding party is l)romplly [otiti€d in wriling ol the claim and has ltrc righl to conl.ol the deFerse and any settlemenl of it. The party being deFended Inust provide the detending party r.,rith all requesled assislance. inlofinalion, and aulhority. The defending party vi ill reimburse the olher pady for reasonat,le out-ol-fJockel expeoses it incurs h't ploviding assistance. This section describes lhe parlies'sole rernedies and entire liability for such claims a. By Microsolt. Microsolt willdelend Enrolled Affiliale againsl any lhird-parly clainr totheextent it alleges lhat a P.oducl or Fix made available by nricrosofl for a fee and used within the scope oF the license granted (unmodified [rom the fornr provided by Microsofl and not co bined with a ythillg else) rllisappropriales a lrade secret or directly inlringes a patent, copyright. trademark or other prop.ietary righl ol a third party. lf Microsofl is unable lo resolve a claim of ioiingenrerlt under conmercialiy reasonable lernrs, il may, at ils option, eilher (l) rnodify or replace ltre Producl or Fix with a lunclional equivalent: or (2) terminale Enrolled Alllliale's license and refund any prepaid license lees (less deDreciation on a five-year, straight-line basis) for perpetual licenses snd any amo(nt paid for Online Sen/ices for any usage period aller the lennirlatlon date. Microsott rvill not be liable for an y clalms or damages dUe lo Enrolled Affrliate's continued use ofa Prohr.rclor Frx alte. being notitied to stop due to a thkd-party clainl. b, By Enrolle(l Ariiliate. 'l'o lhe dxtent permilted by apt)licable l8\,v. Enroll€d AFf iliate ',vill defend Microsolt against any lhird-party claim lo lhe extenl it alleges thal: (1I any Custonrer Dala or I
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32 non-Microsoft soltwat'e hosled in arl Online.Service by Microsoft on Errrolled Afliliate's behalf misappropriates a trado secrel or directly infringes a pateot, copyright, lradernark, or other proprietary dght of a lhild partyi or (2) Enrolled Affiliate s use of ary P.o(lucl or Fix, alone or i,r combinalion \,rith anylhing else. iiolales lhe 1a,.,,/ or darnages a lhird party
12. Limitation of liabitity.
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Fo[ each P.oducf. each par ly s r]laximu|I, a{lrregate labil(y to the ollrer Urder lhis Agreerlrerrl is I rniled to direcl danrages Iinally awarded ir'l an arnounl llot to excoed lhe amorrrts Enrolled Affiliate was requirecl to pay for lhe applicable Products drrring thel(e,rr! ol lhis Ag,eemenl, stiblecl lo lhe followillg:
a. Ooline Scrvices. Por Online Sdrvices, I\iicrosofl's maxirnum liabilily to Enrolled Affiliate for any inciderrt giving rise to a clainl will nol exceed lhe amolrnl Enrolled Alfiliate Paid fol the Online Servlce dl;ing the 12 months before the inci(lenl.. b. Free Products ard Dlstrilrutatile Cocle, For Producls provicled free of charge and code that Eorglled Affiliate is aulhorized lo r.edistribute to lhird padies wrthoul separale payment to lvlicrosolt, Microsoft's lialrility is limited to direct darnages tinally awarded trp lo US55,000. c. ExclusloDs. ln no everrl will either parly be lisble lor rndirect, inci(lenlal, special, punitive, or aonsequential damages, or for loss of ltse, loss ol busirless inlolmation, loss ol reventle, or interr(plion ot business, howevdr caused or on any theory of liability. (1. Excoptions. No lirnilalion or exhlusions will app ly to liability arising oul of eithel parly's (1) conlidenliality obligations (except for all liability relaled lo Cuslourer Dala, whicll wall lemairl sutlject lo lhe lirnitalions and €xclusions abovel; {2) defense obligations: or l3) violatiorl of the other party's inlelleclual properly rights.
13. Verifyingcompliance.
a. Right to verify campllance. Enrolled Alltliale rnust keep reco(s relating to all use and distributbr of Products by Enrcilled Affiliale and i(s Atfiliales. [4icrosofl has the righl, at its expense, to the exlent pennilted by applical)le lav/. lo verify compliance v'?ith the Frdltrct's license ternr!. Enrotted Atfiliate rnust prornplly provide lhe independe[t audilor with any informatlon llre auditor reasonably reqr|ests in f(trltrerance ol the veilicalion. atrc uding access to syslems rurlning llre Products and eyidence ol Licenses for Prodtlcts En,olled Affiliate hosts, suhiicenses, or rlEtributes to lhird parties. Enrolled Afliliale agrees to conrpl€t€ l\,rticrosofl's self-a(dit process, which Microsoft n]ay require as an alterrlatlve to s third party audil t) Retnedles for llon.con)pliance. lf verification or sell-audit revenls any [nlicensed lrse o. distribution. therr wilhin 30 days', {1) Enrolled Afliliale must order sufllcient Licenses to cover thal use or clistrihution, and (2) i[ unlicensed (rse or distribulion is soli or rnore. Enrolled Affiliat€ rnusl reinlDurse Microsolt foI tlie cost Microsoft has incurred in verification and acquire the necessaty ad(litional licenses ,i t2So ol the price based on the then-currenl price list and Enrolled Affiliate price lcvel. Thi unlicensed use perceolage is based on lhe total number ol licenses purchased conrpared tcj€ctual install base. lf there is no unlicensed nse, Mic.osoll erill nol subiect Enrolled Affiliale toianotner verilication For al least on€ yea[. By ex€rcising th€ riohts and procedures described above. Mic.osofl does not waive its nghls to enlorce this Agreerner'rt or to p.olecl its inlellectual properly by any olher nreaos Permitted by law. c. Verification process. lvlicrosoft will notily Enrolled Alllliale al leasl 30 days in ad'./ance of its intent to verify Enrolled Affiliate's compliance !.Jith the license lerlns for ihe Producls Enrolled Affiliare and its Alliliales use or dislribule. MicrosoFt willengage an inclependent ardito.. which vrill be subject to a conliderrtiality obligation. Any rnformatio[ collected in the seltaudit will be used solely lot.purposes of determining conrpliancc. Tlrs verilicatioo will lake plsce during norrrEl business horJrs and in a manner llral does not interlcre (nreasonably with Erlrolled Atfiliate's operations.
EA2ll reilqr lltS)st.o(EN6)(Nov20 I til Pa-q*9olll
Or:axnefllX20.l07n:l
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33 14. Miscellaneous.
1 a. UsG ol co [traclors. Mic rosolt moy u se contraators to Derform se nrices, b ul wr be resporlsible for lheir r:erlotnranc€ strbiecl to lhe lefins olthrs Agreenrerrl l). Microsoft as irrdependenl aoJrtru"tor. The p.irlies .ire indepen(lenl conlraclors. Enrolle(l Afliliate and Microsoll cach rndy (levelop t)roducls independently ,,vilhout using tho others Conlidential lnlonrratiorl
c. Notices. N olices to u rcrosolt nrlLrstbcsent to the a(ldress on f he srgnalL,re loflr r. Norices rnusl be in witing and will be trealed as delivered on the date sho\,,/n on the rel(rn receipt or on the courier or lax conlifinatior ol delivery. uicresolt rnay provide rnformation to Enroll€d Alfiliale aboul tDcomlrg ordering deadlines. servic€s, and sul)sciption informatlon in electronrc lofln, including by email to conlacts provided hy Enrolled Affiliale. Enrails will l)e trealed as (ielivered on the transmissiofi date.
(1. Agrccrnont not exclusive. CLrslon'rer is free to enter into agreenrenls lo license. Lrse o, promole non-Microsolt products
e. Anlendrnsnls. A,1y arnendmerit to lhis Agreement must be executed by bolh parlies. except thal llticroson may change thd Procluct Terms and the Use Righls fmrn lirne lo time hl accordance \,rith llre lerrns ol tlris Agreernenl. nn, conllicting termsand condilions coolaine(l ir) an Enrolled Alliliate's purchasb ortler will not .rpply. Microsoft may require CIslorner to sign a ne\,, agreemenl or an anrendnrenl belore aI Ertrolled Alllliale er]ters into an Enrollrnenl undeJ ris agreer]renl I
f- Asslgnment. Eithet parly rnay assign this Agreernenl to an Affiliale, bul musl nDtify lhe other party in writing-of the assignnreht. Any other proposed assignmenl rnust be approved by lhe non-assigning pady in wriling. Assignrrrenl ,,',,illnol relieve tlre assigning pany ol its obligations under llre assigned agreement Any altempl€rl assignment ,.vitlrcul required approval will be void.
g, Appllcable lawl dispule resol,lrtion. Tlre terms ol llris Agreerrsnt v,ill be goveftred t)y llre laws ol Cuslomcr's stale, wilhout grving eftecl to its conllicl ol laws. oisputes relating to this Agreemsnt will be subiect to applicable dlspule rcsolutiorr laws of cuslor)ler's state. lr. Severabllity. llanyprousion inlhis agreernenl is held to be urrenlorceable, lhebaiancaofthe igreernerll rvill remain ir full forie and eflec,t
i. Waiver. Faihrc to enforce any'pro,rision of this agreeDrent !,rill not constitule a waiver. Any waiver musl be in writing and signed l)y the waving parly.
No thlrd.paray beneflclarles
rights.
'This Agreement does nol crRale any lhird-parly beneficiary I
k. Snruival. All provisions survive lennilralior] or expiral on ol this Agreernerrt excepl those re(luiri]rg perfornrance orly durirlg tlre terl]r of lhe Agreement, l. Managemcnt and Reportlng. Qustomer ancl/or Enrolled Afliliate nray nranage acco(nldelails (e.9., contacts orde.s, Licenses. software dorvnloads) on Microsoft's Volume Licensiog Service Conlef ('VLSC') web site (or srEcessor site) at l][urs //wv v nricaolqllcor]lllicensirro,fseryl,:ecenter. Upon the effeclive dale of lh s A0reenrenl li<iE-nv e,i6li eiillrr:Jiontiiif st r,lerwie,rr rcr, this purpose ,r,/itt be providecl acce.ss to this sile and may aullrorize addrtional Lrsers and contacts. m. Orde. of precedence. lnlhecaseof a conllici betr,/een any docunrenls in tlris Agreemenllhat ls nol expressly resolvecl in lhosd docunr€nls. lheir ternls will conlrol ir\ llre following order frollr highest to lDwest priorily: (1) lhis Enterpriss Agreemenl, (2) arly Enrollment. (3) the Producl Terms. (4) lhe Online Services Terms, (5) o(lers subo]ilted ullder this Agreemenl, a^d (6) arry otlrer docunrents in this Agreehlenl. Terms ln an art]endrnerl control over the amended docr.rnen, and any prior 3melldrnenls concernin0 lhe same subiecl malter.
EAm I Ii,1'J{US)SLGiEl.lc)lNcrr2(l I (;} Pnqe l0 ol I I Llocrm€nlX20 l02Oi
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34 n. Fr€e Prodtlcts. ll is lr/icrosoll'd intent that the terms olthis Agreemenl and the Use Righls be ro corirpliance with all applicable lederal law and regulations. Any lree Producl provided to E'rrolled Altiliale rs tor the sole irse and henefit of the Enrolled Alriliate, and is |rot provided for use lry or personal benefit of ani specific government enrployee o. Voluntary Product Accessibility TeDlplates. lvlicrosolt supports th€ governrnents obligalion lo provide accessible lechnologies to ils cilizerls witlr disabilities as req(ired by seclion 508 ol lhe Rehabilitation Act of 1973, aod ils slale larfl counterparts. The Voluntary Producl Arcessil)ility Tell]plates ('VPATS"] for the Microsofl techoologies used irl providh$ th€ Orline Seruices can be found at Microsoft's VPAT page. Further informati(1n r ega(jing nricrosoft's coflrnrilmer'rl to accessibilily can bE lound at lltlp ,//w,*vr.flicrosofl.cor r't/enabl€. p. Natural dlsaster. l,) llre e.rent ol a "Iatural disaster,' Microsofl rnay provide additional assistance or rights by posling tlem on JIlgl4l4.lUufftllSsgg-gglf at such iime. q. Copyrighl vlolatlo[. Excent as sel Foih in lhe seclion above entilled 'Transfelling and reassignlng Lacenses', the Enrolled n fliliate agrees to Day for, and comply wilh lhe lerms of this Agreenrent and the Usa Righls, for the Products it us€s. Except to tlrg ex te nt En rolled AFfilial€ rs licensed ur)der llris Agreefirad. it lvill be responslNe lor ils br'each of lhis contract and violation of Microsofl's copyri0hl in the Products, including paynent of License fees specified in this A0reement for Lrnlice0sed use.
En?0 l6&.il.,3i5LGlEllGlll'lav20 I 0) Pirlc ll ol I I
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35 f; 'Mit:rosoft Vol u rrrr: i-ic.ens in gl
supplemental Contact lnformation Form
This lorm catl be used n combinalioh wilh MBSA, Agreernent, and Enrollment/Registration l{owever. a separale form mrsl l)e submiited for eaclr enrollment/registration. \.,ten more lllan ohe is subnritted on a signat(fe lorm. For lhe purposes ol tlis form, 'elltily" can mean lhe signing entity, Cuslorrrer, Enrolled Atfiliate, Goverrrnterrt Palloer, lrrstilution, or olhe/ party errlerirrg inlo a volurne licensino prooram agreement. Primary and Notices con(acts in this form will nol apply to enrollments or regislralions.
This forin applies to E rrBsA I
ffi Agreement
fl EnrottmenuAllitiate Registration Fonn
lrsert primary e tity narne if rnore lh6n one Enrolhnent/Regislration Fornr is submilted
Contact information.
Each party vr'ill roliry lhe olher in writinsl il any of the inloflnalion in the followin! conlact inforinalion page(s) changes. The aslerisks (') indicale required fields; if lhe entlty chooses lo designate other conlact Lypes, tlre sarne required fields raust be corhpleted lor each sectiorl. By provi(ling conlacl inloanalion. entily consents to its use for DUrposes of adnrinistering the Enrollment by Microsofl and other pa(ies that help Microsott admi]rister thrs Enrollment Th6 personal nlo,mation provided in connection with llris agr6en)ent r,rill be used and piolecle(l accordirrg !o tlte privacy slalen'tenl available al htlrrs:i,rlicensi ml.rosoll-con'r
1. Additional notices contact,
This contact receives all nolices tlral are senl from l\ icrosoft. No online access is granted to this lndividuat,
Narne of entity' Counly of Riverside i
Colrtact llanrc': Flrst Regina Lasl FLrnderlrurk
Contacl enrall address' [email protected]
Slroel addross'3450 J4lh Slreel, 4th Flooi
City' Riverside Slal€/Provlnce' California Postal co(le' 92501-3861 Country'USA
Phone'951-955-2265 Fax I
D This contact is a tlrird party (not tlre en[ity,. UJaning lllis cor]tact ,eceives personally identifiable informalion ot lhe entily.
2. Software Assurance manAger.
This cootact will receivc online pernrissiohs to rnanage ttre Sollwar€ Assrrrance benelits Lrnder llre Efrollment or Regish alion.
Name ol entlLy' Counly of Rverside
Contact narne': First Regina l-ast Fflnderburk
Contact elnail address' [email protected]
Street address' 3450 14th Slreet. 4th Floor,
City" Riverside State/Provlnce' Calilofl ria
I
Postal co.le' 92501 -3861
11(rFC or !licl IrloF orm(l.r1.ll.lif)( E fl(';,1(lcl20 r l) l'ror I ol :l I
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36 Country" USA
Phqne' 951.955-22(i5 Fax
E This contact is a third parly (Dot the enlity). Warning: This conlact recelves personally identiliable inlorrnalror) of the entily.
3. Subscriptionsmanager.
This conlacl will assign lvlsDl'l, Expression, and TechNel Plus subscription licenses lo tlre individual subsclibers under lhis Enrolhnent o[ Regislration Assignnrent of lhe subscription licenses is necessary for access to any of lhe online benefits, such aE subscription downloads. This contacl will also manage any con]pljmentary or additionalrne(lia purchases related to lhese sLrbscriplions Name of entity' Counly of Riverside
Cdntact ame': First Reqirta Last FUn(lerburk
Cootirct emall address' [email protected]
Street a(ldress'3450 14lh Slreet,4th Floor
Cily' Riverside State/Proviflce' California Postal code' 92501-3861 Country'USA
Phorrc' 951-955-2265 Fax
! This contact is a third party (not the entity). Vvarninar 'fhis contact receives personally identiliabte lnformathn ol the eItity.
4. Online services manager.
Tltis contacl will be provided onlir're peflnissions lo manage the online service$ ordered under llre Enrollment or Reqistralion.
Nanre ol entity' Counly of Riverside
Cootact narner: First Luis Last Flores
Contacl email address' LFFlores@livco org
Street addrcss' 3450 14lh Slreet, {lh Floor
City' Riverside Slate/Provilrce' Califonria Postal code' 92501-3861 Courrlry'USA
Phonc' 951"955-8114 Fax
fl Thls coDtact is a thid parly (llot llre entily). Wsrning: This contact receives perso[ally identiliable information of the Bntily.
5- Customer Support Manager (CSM).
This person is deslgnated as the Customer Supporl Mana0er {CSM) for suppon-relate(l activities Narne ol eItlty' County ol Riversi(le
Contact name': First Lois Last Flores
Corrtact enrail address' LFFIores@nvco org
Slrccl address'3450 14lh Street 4th Floor
Gity'Riverside StatelProvi ce' Calilornia Poslal code' 9250 t"3861 Country'USA
Phone' 951-955-B'l'14 Fax
6. Primary contact informatiort.
An individual fronr inside lhe orgaoizalior nrust serve as the prinrary contact. This contact receives online adminislrator permissions and nray grant online access to olhers. This co[lact also receives all nolices Lrnless [ricrosoft is provided wrilleo nolice ol a cl)ange.
Name of ontity' County of Riverside
Supc4rlracllrtoForrn(NA.lll'J1(ENt'i)it)11211 1:lJ Prgc 2 L1l :! 37 Conlact narnc': First Jim Last Sfiltth
Corttact emill ad(lress' timsmith@rivco,org
Street address'3450 14lh Street, 4th Floor
City' Riverside State/Provlnce' CA Postal code' 92501-3861 Country^ US
l)ho[et 951-231'5S09 Fax
7. Notices contact and online administrator infomtatlon.
This irldividual receives online ard[]inislrator permissiors ard may granl or)lioe access to olhers. This contact also receives €ll notices
I San,e a.s lr n)ary coolaci
Name of cntity'
Contacl rrarne': First Last
Cor)tacl el|rall addr€Bs.
Stlocl a(l(lress'
Clty' Staae/Province' Poslal code"
Courttry'
PhonB" Fax
lf This contacl is a third pany (not lhe entily) Warni|Er This corlacl receives perconally identilisble infor ration ol lhe entity.
SUF:oIracrt,ft )Frtr r(NA.rNr)lr:ir(;lr()cr?r) | 3l FnlB 3 c,l 3 38 !r Microsoft Volume Licensing
Program Signature Form
MBA/MBSA number
Agaeement numter
Ngts: Enter the applicsble acliw numbeE €ssociatod with the documents below. Microsofl requires the a$ociated adive number be indicatod h€re. or lisled bclo$, as new.
For the purposes of this form, "Cuslomef can mean the signing entity, Enrolled Affiliate, Govemment Partner, lnstitution, or other parly entering inlo a volume licensing program agreement.
This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below.
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 documenls incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. \tr\tr
DATF
' indicates required field
Select PIus Agreement x2.0-04874
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
Select Plus Affiliate Registration Form )420-04921
<Choose EnrollmenVRegistration> Document Number or Code <Choose EnrollmenyRegistration> Document Number or Code <Choose EnrollmenUReoistration> Document Number or Code <Choose EnrollmenUReqistration> Document Number or Code Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Oocument Description Document Number or Code
Document Description Document Number or Code
Number or Code
Printed Title' Procurement Contract Specialist
Signature Dale' 07 I 17 12013
al entity name). County of Riverside
DC IY CO
S
( st
i3Y
Printed First and Last lnes Mark FOR
Name of E
Slgnature*
Tax lD 95-6000930
ProgramSignForm(MSSignXNA,LatAm)ExBRA,ML(ENGXOct20 1 2) Page 1 of 3 Contract Document
Proposal lD
Customer
39 Microsoft Licensing, GP
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affi liate countersigns)
Signature
Effective Date
(may be ditferenl than Microsoft's signalure date)
Name of Entity (must be legal entity name)'
Signature*
Printed First and Last Name'
Piinted Title'
Signature Date'
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 lhe signature form is fully executed by Microsoft, Customer will receive a confirmation copy.
Microsoft Licensing, GP
Dept. 551, Volume Licensing
6'100 Neil Road, Suite 210
Reno. Nevada 8951 1-1 137
USA
Name of Entlty (must be legal entity name)'
Signature'
Printed Fir6t and Last Name'
Printed Title'
Slgnature Date*
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENGXOcr201 2) Page 2 of 3 Microsoft Affiliate
Customer
Outsourcer
40 Prepared By: Name of Preparer
Emarl of Preparer
ProgramSignForm(MSSig nXNA L atAm)Ex BRA.I\,'l t (E NG)(Ocl20'12) Page 3 of 3 41 IIr, Microsoft Volume Licensing
Definitions...-..
How the Select Plus License program works.,.....,.......
How to establish pice level
License grant
-
what Registered Afftfiates 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.
Select Plus License Program Agreement State and Local
Contents
1. 2.
3. 4.
5. 6.
7. 8.
9. 10.
11. 12.
13. 14.
15. 16.
17. 18.
10 11
12 13
11 14
1 3
3 3
4 5
6 6
7 8
9 9
Defense of infringement, misappropriation, and third patv claims-.......
Limitation of liabili
VerWing compllance. .......,,....,.......
Non-Mictosoft Sot7h are or fechno|oqy......................
Miscellaneous....
This Microsoft Selecl 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 agreemenl consists of (1) the terms and conditions of this agreement and all attachments identified therein, (2) the Product List, (3) the Product Use Rights applicable to Products licensed under this agreement, (4) any Affiliate registration entered into under this agreement, and (5) any Order submitted under this agreement.
The parties agree to be bound by the terms of this agreement.
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 lype of governmental instrumentality established by the laws of Cuslomer's stale and located within Customer's state jurisdiction and geographic boundaries; and
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
SeleclPlus20l 2AgrGov(US)SLG(ENG )(Oct201 2)
42 (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.
SelectPlus20l 2AgrGov(US )SLG(ENG)(Oct201 2) Page 2 ol 16 Document X20-04874
43 "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.
SelectPlus20l2AgrGov(US)SLG(ENGXOct2012) Page 3 of '16
Document )(2G04874
4. License grant
-
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. 44 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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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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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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47 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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48 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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49 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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50 (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:
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 Representative's use of Confidential lnformation. 3) Neither party is required to restrict work assignments of Representatives who have had access to Confidential lnformation. Neither party can control the incoming information the other will disclose to it in the course of working together, or what that party's Representatives will remember, even withoul notes or other aids. Each party agrees that use of information in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this agreement or trade secret law and each party agrees to limit what it discloses to the other accordingly.
(iv) Disclosing Confidential lnformation if required to by law. Each party may disclose the other's Confidential lnformation if required to comply with a court order or other government demand that has the force of law. Before doing so, each party must seek the highest level of proteclion 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 afler it is received. The five-year time period does not apply if applicable law requires a longer period or the Product Use Rights provide a more specific requirement.
13. Warranties.
a. Limited warranty. Microsoft warrants 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
51 (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
52 (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.
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53 $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
54 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:
55 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
56 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 @.
57 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
58 !! 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
Select Plus Agreement x20-o4a74
<Choose Agreement> Document Number orbode
<Choose Agreemenf> Document Numberbi Code
<choose Agreement> Document NuiTber or.Code
<Choose Aqreement> Document Number or Code
Select Plus Affiliate Registration Form X2A-M921
<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
Slgnaturo'
Name of
Tax lD 956000930 FOR TY COUN
Customer
ProgramSignForm(MSSignXNA,LatAm)ExBRA,MLI(ENGXOd2012)
BY
Volume Licensing
Contract Document
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59 Microsoft Licensing, GP
Mlcrosofr Lhsnsing, cP
JUL 2 3 20t3
Anthony oulan6
Printed Fl'3t and Last Name
Print€d Tltle
Signature Oate
(dato Mlc.o€oi AmIa€ countc6igns)
Signaturo
ldoson Llcen GP Eftractlvo Dato
(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)'
gignaturo'
Customer
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itint"a Ttte'
Signature Date'
a
Prlntod Fir6t and Last Nams"
Printed Tftle*
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Outsourcer
60 Preparod By: Name of Preparer
Email of Prcparer
Progra mSig nFom(MsSig n)(ilA,lrtAm)EtBRA, M Ll(E NGXOC120l2) Page 3 of 3 IIE
61 Program Signature Form
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Notq: Enler the appllcable actlv€ number6 associsled wilh lho documonls below. Microsolt requhos lhe assoclalBd aclive nunber be indicaled hore, or llst€d below as new.
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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By signing below, Customer and lhs Mlcrosoft Afrlliale agree that both parties (1) have recelved, read and undersland the above conkact doqumenls, lncluding any websltes or documents lncorporated by refer€nce and any amendments and (2) agree to be bound by the Ierms of all such documents. z
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<Choose EnrollmenuReoislratlon>
<Choose EnrollmenUReglslratlon>
<Choose EnrollmenuReqislration>
<ChoosE EnrollmenuReqistrallon>
Amendmenl to Contract Documents cTM-FWK-CTC-AGR (8084445) Number or Code
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Prlnted Titre S 1.. lRoU8eaca/'f C-oNr&Acf Str€C//+Us f srsna(ure Datei Ot/SO f Zo.Za
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Prlnted Flrstand Last Na
Prlntsd Title
Signaturo Dats
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me
Slgnaturo
Agreement Effecllve Date I
(may be dillerent lhan Microson s signatL,
Mlcrosofl Co
JAN 29 2020
Du
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Microsoft Affiliate
Name of Entlty (must be legal enllty name)'
Slgnaturs'
Prlnted Flrst and La6t Name*
Prlnted Title
Slgnature Date*
Customer
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
Slgnature Dats*
P.ogrgmsisnFom{MSSignXNA, tatAm)ExBRA(ENG)(ocl201 9} Page 2 of 2 Document X20-12845
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63 l\/i[{ l, ,,r]i rii
Amendment to Contract Documents
8084445
Vcllt r Irt': l..ir:et rsittrl
Rtvco-8084445-MAMD2
A0r6omenl Number
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
64 "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.
AmendmentApp v4.0 BD
Pago 2 or6
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CTM.FWK.CTC.AGR
65 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.
6, Waftan es.
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66 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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67 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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68 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. 69