Licensing Solution Provider Agreement Number PSA-0001523 This Licensing Solution Provider Agreement is made and entered into this 22nd day of October 2019, by and between Crayon Software Experts, LLC., a Delaware limited liability company ("CONTRACTOR"), and the COUNTY OF RIVERSIDE, a political subdivision of the State of California, ("COUNTY").
WIIEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain Microsoft Enterprise Agreement (Master Agreement No. 8084445; the "Master Agreement"), effective August 23, 2019, under which COUNTY has the ability to enter into one or more enrollments to order certain Microsoft product licenses;
WHEREAS, CONTRACTOR desires to provide support to COUNTY and its Enrolled Affiliates (as defined in the Master Agreement) for said licenses under this Agreement and hereby represents that it has the skills, experience, and knowledge necessary 1o perform under this Agreement; and WHEREAS, COUNTY desires to accept CONTRACTOR's services under this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parlies agree as follows:
1. This Agreement covers all enrollments for all products licensed under the Master Agreement. All terms and conditions of the Master Agreement, attached as Exhibit E of this Agreement and incorporated by reference, shall apply to the purchase of related products and services.
2. This Agreement is available for use by all government entities within the State of California (an "Enrolled Affiliate") for the duration of the Term (defined below in section 4). Enrollment documents will contain the terms and conditions specific to each entity.
3. CONTRACTOR agrees to extend the same pricing, terms, and conditions as stated in this agreement to each and every government entity in the State of California. Terms and conditions are governed by this Agreement, the Master Agreement, and the applicable enrollment documents for each entity. Each Enrolled Affiliate shall make purchases in their own name, make direct payment to CONTRACTOR, and be liable directly to CONTRACTOR for all obligations.
3.1 COUNTY shall in no way be responsible to CONTRACTOR for Enrolled Affiliates' purchases and obligations. COUNTY shall in no way be responsible to other entities for their purchases or any acts or omissions of CONTRACTOR, including but not limited to product selection or implementation, services or other related matters.
3.2 CONTRACTOR shall notify Enrolled Affiliate in writing of the terms and conditions stated in Section 11.
4. This Agreement shall be effective from November 1, 2019 through October 31, 202l, unless terminated earlier (the "Term").
5. Hold Harmless/Indemnification:
5.1 CONTRACTOR shall indemnify and hold harmless the County of Riverside, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any liability, action, claim or damage OCT 2 2 2019 3.14
Licensing Solution Provider Agreement Number PSA-0001523 whatsoever, based or asserted upon any services, or acts or omissions, of CONTRACTOR, its officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. CONTRACTOR shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim of action based upon such acts. omissions or services.
5.2 With respect to any action or claim subject to indemnification herein by CONTRACTOR, CONTRACTOR shall, at their sole cost, have the right to use counsel of their 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 CONTRACTOR indemnification to Indemnitees as sel forth herein.
5.3 CONTRACTOR'S obligation hereunder shall be satistied when CONTRACTOR has provided to COUNTY the appropriate form of dismissal relieving COUNTY from any liability for the action or claim involved.
6. Contractor Responsibilities: CONTRACTOR will offer the following services to each Enrolled Affiliate al no additional charge. It is the responsibility of the Enrolled Affiliate to determine which products and/or services, if any, meet their needs and communicate that to the CONTRACTOR
6.1 Provide reports showing year to date annual spend according to Enrolled Affiliate's specifications.
Frequency will be determined by each Enrolled Affiliate (monthly, quarterly, elc.).
6.2 Provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment.
6.3 Provide an updated price list on an annual basis or when requested by Enrolled Affiliate.
7. CONTRACTOR's Microsoft Enterprise Agreement license subscription price attached hereto as Exhibit A and service rates atlached hereto as Exhibit B.
CONTRACTOR's Microsoft Enterprise Agreement Participation Form attached hereto as Exhibit Cand incorporated herein by reference.
Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list of enrollments by February 15th of each year. Forms shall be submitted electronically to [email protected]. A copy of the form is attached hereto as Exhibit D and incorporated herein by reference.
10. Administrative fees: CONTRACTOR will be charged. 5% of the annual enrollment amount to leverage the Riverside County Master Microsoft Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services. This will be an annual fee, per enrollment inclusive of Affiliates Shadow Enrollments. Example: A three-year aggregated agreement with a contract Licensing Solution Provider Agreement Number PSA-0001523 amount of $300K, divisible by three years will result in an LSP Participation Fee of $500 annually (100K* 5%). RCIT will invoice the Awarded LSP annually based on the enrollments verified from the "Reporting of Active Enrollments" list submitted by December 15th of each year. Payment is due lo Riverside County Information Technology thirty (30) days from invoice date.
10.1 Riverside County Information Technology (RCIT) will invoice the CONTRACTOR annually based on the enrollments verified. Payment is due to RCIT within thirty (30) days of invoice date.
The COUNTY will not accept credit as a form of payment.
10.2 Failure to meet the administrative fee requirements herein and submit fees on a timely basis may constitute grounds for immediate termination of this Agreement.
1. Contract Management: The contacts for this Agreement for COUNTY shall be both RCIT and Purchasing as listed below.
COUNTY Primary Contact: COUNTY Secondary Contact:
Jim Smith Rick Hai
3450 I4th Street 2980 Washington Street
Riverside, CA 92501 Riverside, CA 92504
CONTRACTOR contact:
Ken Pharr
12221 Merit Dr., #800
Dallas, TX 75251
11.1 Should Contract Management contact information change, he CONTRACTOR shall provide wrillen notice with the updated information to the COUNTY no later than 10 business days after the change.
12. Termination:
12.1 COUNTY may terminate this Agreement without cause upon thirty (30) days written notice served upon the CONTRACTOR stating the extent and effective date of termination.
COUNTY may, upon five (5) days written notice terminate this Agreement for CONTRACTOR's default, if CONTRACTOR 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. In the event of such termination. the COUNTY may proceed with the work in any manner deemed proper by COUNTY.
12.3 CONTRACTOR's rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by CONTRACTOR: or in the event of CONTRACTOR's unwillingness or inability for any reason whatsoever to perform the terms of this Agreement.
13. Conduct of Contractor:
13.1 The CONTRACTOR covenants that it presently has no interest, including, but not limited to, other projects or contracts, and shall not acquire any such interest, direct or indirect, which would Licensing Solution Provider Agreement Number PSA-0001523 conflict in any manner or degree with CONTRACTOR's performance under this Agreement. The CONTRACTOR further covenants that no person or subcontractor having any such interest shall be employed or relained by CONTRACTOR under this Agreement. The CONTRACTOR agrees to inform the COUNTY of all the CONTRACTOR's interests, if any, which are or may be perceived as incompatible with the COUNTY's interests.
13.2 The CONTRACTOR shall not, under circumstances which could be interpreted as an attempt to influence the recipient in the conduct of his/her duties, accept any gratuity or special favor from individuals or firms with whom the CONTRACTOR is doing business or proposing to do business, in accomplishing the work under this Agreement.
13.3 The CONTRACTOR or its employees shall not offer gifts, gratuity, favors, and entertainment directly or indirectly to COUNTY employees.
13.4 CONTRACTOR shall establish adequate procedures for self-monitoring and quality control and assurance to ensure proper performance under this Agreement; and shall permit a COUNTY representative or other regulatory official to monitor, assess, or evaluate CONTRACTOR's performance under this Agreement at any time, upon reasonable notice to the CONTRACTOR.
14. Independent Contractor/Employment Eligibility/Non-Discrimination:
14.1 The CONTRACTOR is, for purposes relating to this Agreement, an independent contractor and shall not be deemed an employee of the COUNTY. It is expressly understood and agreed that the CONTRACTOR (including its employees, agents, and subcontractors) shall in no event be entitled to any benefits to which COUNTY employees are entitled, including but not limited to overtime, any retirement benefits, worker's compensation benefits, and injury leave or other leave benefits.
There shall be no employer-employee relationship between the parties; and CONTRACTOR shall hold COUNTY harmless from any and all claims that may be made against COUNTY based upon any contention by a third party that an employer-employee relationship exists by reason of this Agreement. It is further understood and agreed by the parties that CONTRACTOR in the performance of this Agreement is subject to the control or direction of COUNTY merely as to the results to be accomplished and not as to the means and methods for accomplishing the results.
14.2 CONTRACTOR warrants that it shall make its best effort to fully comply with all federal and state statutes and regulations regarding the employment of aliens and others and to ensure that employees performing work under this Agreement meet the citizenship or alien status requirement set forth in federal statutes and regulations. CONTRACTOR shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by federal or state statutes and regulations including, but not limited lo, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. CONTRACTOR shall retain all such documentation for all covered employees, for the period prescribed by the law.
14.3 CONTRACTOR shall not discriminate in the provision of services, allocation of benefits, accommodation in facilities, or employment of personnel on the basis of ethnic group identification, race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status or sex in the performance of this Agreement; and, to the extent they shall Licensing Solution Provider Agreement Number PSA-0001523 be found lo be applicable hereto, shall comply with the provisions of the California Fair Employment and Housing Act (Gov. Code 12900 et. seq), the Federal Civil Rights Act of 1964 (P.L. 88-352), the Americans with Disabilities Act of 1990(42 U.S.C. S1210 et seg.) and all other applicable laws or regulations.
15. Entire Agreement: This Agreement, including any attachments or exhibits, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties.
IN WITNESS WHEREOF. the parties hereto have caused their duly authorized representatives to execute this Agreement.
COUNTY OF RIVERSIDE, a political Crayon Software Experts, LIC., a Delaware limited subdivision of the State of California liabiliy company By: By: _
Kevin Jeffries, Chairman Ken Pharr
Board of Supervisors Chief Financial Officer
10/10/19
Dated: OCT 2 2 2019 Dated:
ATTEST:
Kecia Harper
Clerk of the Board
By:
Deputy
APPROVED AS TO FORM:
Gregory P. Priamos
County Counsel
By:
Susanna Oh, Deputy County Counsel
OCT 2% 2019 3.14
Licensing Solution Provider Agreement Number PSA-0001523 Exhibit A
Microsoft Enterprise license subscription and services
Price Level / Markup %
Line
Enterprise Online Services** (including Full USLs, From SA USLs, Add-ons and Step Ups) M365 E3 and ES, Enterprise Mobility + Level D 1.00 Security E3 and ES, Office 365 Enterprise El or E3, Windows 10 Minus 2% Enterprise Products Office 365 Pro Plus, Windows 10 Enterprise, Level D 1.00 2 Core CAL Suite, Enterprise CAL Suite.
Additional Products M365 F1, M365 ES Compliance, M365 ES Security, Office 365 Enterprise F1, Project Online, Visio Online Plan Level D 1.00 3 1 or Plan 2, Dynamics 365, Azure, SQL Server, Windows Server, etc.
Server and Tools Product (applies to Server and Cloud Enrollments only) SharePoint Server, SQL Server, BizTalk Server, Visual Studio, Level D 1.00 4 Core Infrastructure Suites, etc.
All products for Select Plus Agreement No.7756479. 1.50 5 Microsoft Premier Support 2.00
Microsoft Unified Support Services 2.00
7 Microsoft Consulting Services 2.00
8 Licensing Solution Provider Agreement Number PSA-0001523 Exhibit B
License Support Provider (LSP) service rates
Certified
Line Description Competency Hourly Rate
(Yes/No)
Data and Artificial Intelligent
1 Build Intelligent Apps No $450
No $450
2 Build Intelligent Agents
Yes $450
3 Machine Learning
Internel of Things Yes $450
4 5 Globally distributed data No $450
OSS Databases No $450
6 Yes $450
Cloud Scale Analytics
Data Platform Modernization to Azure Yes $450
9 Windows Server on Azure Yes $350
10 Yes $350
Security & Management
Datacenter Migration Yes $350
12 Modern Business Intelligence Yes $350
Biz Apps
Customer Service No $400
2 Field Service No $400
3 Marketing No $400
No $400
Talent
5 Finance and Operations No $400
No $400
6 Business Central
No $400
7 Power Apps
Pover BI No $400
8 Apps and Infrastructure
Azure Stack No $300
2 High Performance Compute Yes $300
Cloud Native Apps using Serverless Yes $300
3 4 Modernize Apps No $300
SAP on Azure No $300
No $300
Linux on Azure
Der Ops No $300
Business Continuity & Disaster Recovers Yes $300
8 Windows Server on Azure Yes $300
Security & Management Yes $300
11 Yes $300
Datacenter Migration
Licensing Solution Provider Agreement Number PSA-0001523 Exhibit B (cont.)
License Support Provider (SP) service rates
Certified
Description Competency Hourly Rate
Line
(Yes/No)
Modern Workplace
User Adoption & Change Management Yes $300
Yes $300
Security
GDPR & Compliance Yes $300
4 Team work Yes $300
Calling & Meetings Yes $350
5 Modern Desktop Yes $300
Yes $300
7 Office 365 Migration Assistance
Mail Yes $300
7a $300
7b Yes
Teams
Yes $400
7c SharePoint
Yes $300
7d OneDrive
DAVE ROGERS JENNIFER HILBER, ACIO
Assistant Chief Executive Officer Enterprise Applications Bureau Chief Information Officer RCIT GUSTAVO VAZQUEZ, ACIO
Converged Communications Bureau
JIM SMITH Public Safety Enterprise Communications
Chief Technology Officer GIL MEJIA, ACIO
Technology Services Bureau
Microsoft LSP Participation Form
(RFQ #RIVCO-2020-RFQ-0000048 Attachment 3)
Complete this form and return to: Payment should be made to:
Riverside County Information Technology
Attention: Rick Hai 3450 14th Street, Fourth Floor
E-mail: [email protected] Riverside, CA 92501
County of Riverside TIN #: 95-6000930
Company Name: Crayon Software Experts LLC
Name: Ken Pharr Title: CFO
Address: 12221 Merit Dr #800
City: Dallas Zip Code: 75251 _Telephone #: 469-329-0290 Fax#:_ Email: [email protected]
The County of Riverside is the host of the Microsoft Master Agreement No. 8084445. All questions regarding the products and licensing should be directed to Microsoft.
By signing below, I am agreeing to pay the participation fees for each enrollment that is established by leveraging the County of Riverside Master Agreement in accordance to the schedule referenced on RFQ #RIVCO-2020-RFQ-0000048 and any subsequent contracts and / or amendments.
By signing below, I also agree that all enrollments will be submitted to Microsoft direct, to report enrollment activity and comply to the payment schedule per RFQ #RIVCO-2020-RFQ-0000048 to Riverside County Information Technology.
Please reference thé remittance information above for where to send the payment. Failure to comply may result in the award being rescinded
10/16/19
Signature Date
Ken Pharr CFO
Printed Name Title
Rival side County Innovation Center 1050 Faudents Roseside on 050l dO Phone 85192100 m//waw.w.tecoutysong Licensing Solution Provider Agreement Number PSA-0001523 Exhibit D
Microsoft LSP Reporting of Active Enrollments Form
SP Name Company name
:IVCO
ontract ID RIVCO-20800-00x-xx/xx
Microsoft
Agreement 01E69633, 01E73134, AND
Numbers NEW
Master Enrollmen Enrollment Start End Enrollment Enrollment Contact Enrollment Enrollment t Number: Entity: Date: Date: Annual Spend Contact: Email: Contact Tel:
Riverside
County
information 1/01/1 12/31/1
32445 87654321 Technology $645,000.00 Jonn Doe john.Doe @riverside.org 951-555-1212
Licensing Solution Provider Agreement Number PSA-0001523 Exhibit E
Master Agreement
Attached include the followings:
1) Signature Form
2) Microsoft Enterprise Agreement
3) Microsoft Enterprise Agreement Amendment
Microsoft Document Headersheet
*This is for informational purposes only *
MSE#: 5-0000004275258
Doc Type: Signature Form
Do not modity the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias:
Country: United States
LAR/LADIESA:
Insight Direct USA, Inc.
Program /Version
EA G 2016
(Scanning Code)
ACCOUNT: County of Riverside 3
Outsourcer Name:
Business Agreement Number:
Master Agreement Number: 8084445
Agreement Number:
Purchase Order Number:
Comments:
8/23/2019 9:42:56 PM
8 Microsoft Volume Licensing
Program Signature Form
MBA/MESA mimher 004-kayleed-S-04
Agreemeni number 8084445
Voto: Enter the applicable active numbers associated with the documents below. Microsoft require he associated active number be indicated here, or listed below as nev For he purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Governinent Partner, Institution, or other party entering into a volume licensing program agreement his signalure for and all contract documents identified in the table below are entered into betwee he Customer and the Microsoft Affiliate signing, as of the effective date identified belov Contract Document Let
Enterprise Agreement X20-10209
•Choose Agreement> Document Number or Code
«Chooso Agrcement> Document Number or Codo
<Choose Agreement> Document Number or Code
-Choose Agreement Document Number or Code.
< Choose Enrollmenu Registration» Document Number or Code ‹Choose Enrollrient/Registration> Ducurnent Number or Code <Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration≥ Document Number or Code Amendment to Contraci Documents CTM-CPT-OPT-FWK (new)
By signing below, Cuslomer and the Ilicrosoll Affiliale agree that both parties (1) have received, reac and undersland the above contract documents, including any websites or documents incorporaled by reference and any amendments and (2) agree to be bound by the terms of all such documents. 8/22/19 SEr Customer 4212017
Name of Entity (muat be legal entity name)" County of Riverside Signature
FORMAPPROVED COUNTY COUNSEL printer is Sr: Procur Richarontract Specialist Signature Date 08/22/2019
-
SUSANNA N. OH
Tax ID
• indicales required fieki
BYCY
Puce 1 of2
HE Microsoft Affiliate "
Microsoft Corporation
Signature C022 _Microsoft
Printed First and Last Name Microsoft Corporation
Printod Titic
AUG 23 2019
Signature Date
(dale victusoll Affliate countersigns)
Agreement Effective Date
(may be efferent than Microyaft s signature catc) 8/23/2019 Optional 2'' Custorer signature or Oltsourcer signaturo (If applicable) Customer t
Name of Entity (must be legal entity name)*
Signature*
Printod First and Last Name*
Printed Title :
Signature Date*
• indicales required field
Outsourcer"
Name of Entity (must he legal antity name/"
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
• indicates required fiel
Il Customer requires physical media, additional contacts, or is reporling multiple previous Enrollmenis, include the appropriate forms) with this signature form.
After this signature form is signed by the Customer, send it and the Contracl Documents to Customer's the signature fern irs account anger use it then to the following address. When re form is fully execuled by Microsoft, Customer will receive a continalion copy.
Microsoft Corporation
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSignom(MSSianNA,| a Am)ExARA MI (ENG/Ang201-|) Pone 2 of 2 Microsoft Document Headersheet
* This is for informational purposes only *
MSE#: 5-0000004275258
(MSLI
Tracking
Number)
i
!
Doc Type:
Agreement
Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias:
Country: United States
LAR/LAD/ESA:
Insight Direct USA, Inc.
Program/Version
EA 6 2016
(Scanning Code)
ACCOUNT: County of Riverside
Outsourcer Name:
Business Agreement Number:
Master Agreement Number: 8084445
Agreement Number:
Purchase Order Number:
Comments:
8/23/2019 9:42:31 PM
8 Microsoft Volume Licensing
Enterprise Agreement State and Local
Not for Use with Micrasoll Business Agreement or Microst Rusiness and Sevices Agreemeril This Microsoft Enterprise Agreement ("Agreement") Is entered into between the entities identified on the signature form.
Effective date. The effective date of this Agreement is the earliest effective date of any Enrolinent enlered into under this Agreement or the date Microsoft accepts this Agreement, whichever is earlier.
Please note: Docuinents referenced in this Agreement but not attached to the signature form may be found at haltp.//www.inicrosofl.com/licensing/contracts and are incorporaled in this Agreement by reference. including the Product Terms and Use Rights. These documents may contain additional terms and conditions for Products licensed under this Agreement and may be changed from time to time. Customer shoul review such documents carefully, both at the time of signing and periodically thereafter, and fully understand all terns and conditions applicable to Proclucts licensed.
Terms and Conditions
1. Definitions.
"Affiliate" means
a. with regard to Customer.
(1) 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, municipalily, town, township, special purpose. district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state jurisdiction and geographic boundaries: and
(iii) any other entity in Custoner's state expressly authorized by the laws of Customer's state to purchase under state contracts; provided that a state and its Affillates shall not, for purposes of this definition, be considered lo be Affiliates of the federal government and its Affiliates; and
b. with regard to Microsofl, any legal entity thal Microsoft owns, that owns Microsoft, or that is under common ownership with ivlicrosoft
"Customer" means the legal entity that has entered into this Agreement with Microsoft.
Customer Data means all dala, including all text, sound, software, image, or video files that are provicles o Microsoft by, or on behalf of, an Enrolled Affiliate and its Affiliates through use of Online Service "day" means a calendar day, except for references that specify "business day". "Enrolled Affiliale" means an enlity, either Guslorner or any one of Customer's Affiliates that has entered into an Enrollment under this Agreement.
LA2016Ag (US)41G(ENG)(Mov2016) Page 1 of l1
Locatient X20-102091
"Enrollment" means the document that an Enrolled Affiliate submits under this Agreement to place orders for Products.
"Enterprise" means an Enrolled Affiliate and the Affiliates for which it is responsible and chooses on its Enrollment to include in its enterprise./
"Fixes" means Product fixes, modifications or enhancements, or their derivatives, that Microsoff either releases generally (such as Product service packs) or provides to Customer to address a specific issue. "License" neans the right to download, install, access and use a Product. For certain Products, a License may be available on a fixed term or subscription basis ("Subscription License'"). Licerses for Online Services will be considered Subscription Licenses.
"Microsoft" means the Microsoft Affiliate that has entered into this Agreement or an Enrollment and its Affiliates, as appropriale.
"Online Services" means the Microsoft-hosted services identified as Online Services in the Product Terms. "Online Services Terms" means the additional terns that apply io Customer's use of Online Services published on the Volume Licensing Site and'uprated from time to time. "Product" means all products identified in the Product Terms, such as all Software, Online Services and other web-based services, including pre-release or bela versions. "Product Terms" means the document thal provides information about Microsoft Products and Professional Services avallable through volume licensing. The Product Terms document is published on he Volume Licensing Site and is updaled froin time to time.
"SLA" means Service Level Agreement, which specifies the minimum service level for Online Services and is published on the Volume Licensing Site.
"Software" means licensed copies of Microsoft soflware Identifled on the Product Terms. Software does not include Online Services, bul Software may be part of an Online Service. "Software Assurance" is an offering by Microsoft that provides new version rights and other benefits for Products as further described in the Product Terms.
*Trade Secrel" means information that is nót generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy.
"use" or "run" means lo copy, install, use, access, display, run or otherwise interact. "Use Rights" means the use rights or terms of service for each Product published on the Volume Licensing Site and updated from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms.
The Use Rights for Online Services are published in the Online Services Terms. "Volume Licensing Sile" means http://www.mkrosofl.com/licensing/contracts or a successor site.
2. How the Enterprise program works.
a. General. The Enterprise program consists of the terms and conditions on which an Enrolled Affiliale may acquire Product Licenses. Under the Enterprise program, Customer and its Affiliates may order Licenses for Products by entering into Enrollments some of these Enrallments.
of that Enrollment, including the terms of this Agreement incorporated by reference in that
Document X20-10209
c. Licenses. The types of Licenses available are (1) Licenses obtalned under Software Assurance (LASA), and (2) Subscription Licenses. These License lypes, as well as additional License Types, are further described in the Product List.
3. Licenses for Products. i
a. License Grant. Microsoft grants lhe Enterprise a non-exclusive, worldwide and limited right lo clownload, install and use software Products, and to access and use the Online Services. each in the quantity ordered under an Enrollment. The rights granted are subject lo the terms of this Agreement, the Use Rights and the Product Terms. Microsoft reserves all rights no expressly granted in this Agreement.
b. Duration of Licenses. Subscription Licenses and most Soflware Assurance rights are temporary and expire when the applicable Enrollment is terminaled or expires, unless the Enrolled Affiliate exercises a buy-out option, which is available for some Subscription Licenses Except as otherwise noted in the applicable Enrollment or Use Rights, all other Licenses become perpetual only when all payments for that License have been made and the initial Enroltment term has expired.
c. Applicable Use Rights.
Products (other than Online Services). The Use Rights in effect on the effective date of the applicable Enrollment term will apply to Enterprise's use of the version of each Produc! that is current at the time. For future versions and new Products, the Use Rights in effect when those versions and Products are first released will apply. Changes Microsoft makes lo the Use Rights for a particular version will not apply unless the Enrolled Affiliate chooses lo have those changes apply. The Use Rights applicable lo perpetual Licenses that were acquired under a previous agreement or Enrollment are determined by the Agreement or Enrollment under which they were acquired. Renewal of Sofiware Assurance does not change which Use Rights apply to those Licenses.
(li) Online Services. For Online Services, the Use Rights in effect on the subscriplion start date will apply for the subscription term as defined in the Product Terms.
Downgrade rights. Enrolled Artiliale nay use all earlier version of a Product other than Online Services than the version that is current on the effective date of the Enrollment. For Licenses acquired in the current Enrollment tern, the Use Rights for the current version apply to the use of the earlier version. If the earlier Product version includes features that are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those e. New Version Rights under Software Assuranco. Enrolled Affiliate must order and maintain continuous Saftware Assurance coverage for each License ordered. With Software Assurance coverage, Enterprise automatically has the right to use a new version of a licensed Product as soon as it is released, even if Enrolled Affiliate chooses nol to use he new version immedialely Except as otherwise permitted under an Enrollment, use of the new version will be subject 1o the new version's Use Rights.
(ii) If the License for the earlier version of the Product is perpetual at the lime the rew version is released, the License for the new version will also be perpetual. Perpetual Licenses obtained through Sofiware Assurance replace any perpettial licenses for the earlier f. License confirmation. This Agreement. the applicable Enrollment, Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses, logether wilh proaf of payment, will be Enrólled Affiliate's evidence of all Licenses obtained under ar Enrollment
EA2016Agr(US|SLG(ENG/(Nov2016) Paue 3 o/ 11
Document X20-10200
:
g. Reorganizations, consolidations and privatizations. If the number of Licenses covered ty an Enrollment changes by more than len percent as a result of (1) a reorganization. consolidation or privatization of an entity or an operaling division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including a merger with a third party that has an existing agreement or Enrollment, Microsoft will work with Enrolled Affiliate in good faith to deleimine how to accommodate its changed circumstances in the context of this Agreement.
4. Making copies of Products and re-imaging rights.
a. General. Enrolled Affiliate may make as many copies of Products, as it needs to distribute them within the Enterprise. Copies must be true and complete (including copyright and trademark notices) from master copies obtained from a Microsoft approved fulfillment source.
Enroller Affiliate may use a third party to make these copies, but Enrolled Affiliate agrees it will be responsible for any third party's actions. Enrolled Affiliate agrees lo make reasonable efforts lo nolify its employees, agents. and any olher individuals who use the Products that the Products are licensed from Microsoft and subject to the terms of this Agreement.
Copies for training/evaluation and back-up. For all Products other than Online Services.
Enrolled Affiliate inay: (1) use up lo 20 complimentary copies of any licensed Product in a dedicated training facility on its premises for purposes of training on that particular Product, (2) use up to 10 complimentary copies of any Products for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic localions. Trials for Online Services may be available if specified in the C. Right to re-image. In certain cases, re-imaging is permitted using the Product media. If the vicrosoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this Agreement'may generally be used 1o create images for use in place of copies provided through that separale source. This right is conditional upon the following:
(i) Separate Licenses must be acquired from the separale source for each Product that is re- The Product, language, version, and components of the copies made musl be identical to the Product, language, version, and all components of the copies they replace and the numher of copies or instances of the re-inaged Product permilled remains the same. (il) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.g.. Upgrade or full License) re-imaged must he identical to the Product type licensed from the separate source. (iv) Enrolled Affiliate must adhere lo any Producl-specific processes or requirements for re- imaging identified in the Procluct Terms.
le-imaged Products remain subject to the terms and use rights of the License acquired fron le separate source. This subsection does not creale or extend any Miciosoft warranty c support obligation.
5. Transferring and reassigning Licenses.
Liconso transfers. License Iransfers are not permitted, except that Customer or an Enrolled Affiliate may transfer anly fully-paid perpetual Licenses to:
(i) an Affiliate, or
(ii) a third party solely in connection with the transfer of hardware or employees to whom the Licenses have been assigned as part of (A) a privatization of an Affillate or agency or of an EA2016AgRUSISLG(ENGy(Nnv2016) Page 4 ol 11
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operating division of Enrolled Affiliate or an Affiliate. (B) a reorganization, or (C) a consolidation.
Upon such transfer, Customer or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable.
b. Notification of License Transfor. Enrolled Affiliate must notify Microsoft of a License transfer completing a transfer form. he obtained
tp://www.microsoft.com/icensin/couracis and sending the completed form to Microsof efore the License transfer. No License transfer will be valid unless Enrolled Affiliate provides to the transferee, and the transferee accepts in writing, documents sufficient to enable the transferee to ascertain the scope, purpose and litations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer restriclions, warranties and limitations of liability). Any License transfer not made in compliance with this section will be void.
C. Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must be assigned to a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described in the Use Rights.
6. Term and termination.
a. Term. The terin of this Agreement will be 36 full calendar months from the effeclive date unless terminated by either party as described below. Each Enrollment will have the term provided in that Enrollment.
b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' wrilten nolice. In the event of termination, new Enrollments will not be accented. but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement.
Mid-terin termination for non-appropriation of Funds. Enrolled Affiliate may terminale this Agreement or an Enrollment without liability, penally of further obligation to make payments if funds to make payments under the Agreement or Enrollment are not appropriated or allocaled by the Enrolled Affiliate for such purpose.
c. Termination for cause. Without limiting any other remedies it may have, either party may lemminate an Enrollment if the other party materially breaches its obligations under this Agreement, including any obligation to submit orders or pay invoices. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice of its intent to terminate and an opportunity to cure the breach.
If Microsoft gives such notice lo an Enrolled Affiliate, Microsoft also will give Cuslomer a copy of that notice and Customer agrees to help resolve the breach. If the breach affects other Enrollments and cannot be resolved belween Microsoft and Enrolled Affiliale, logether with Customer's help, within a reasonable period of time, Microsoft may terminate this Agreement and all Enrollments under it. If an Enrolled Affiliate ceases lo be Customer's Affiliate, it must promplly notify Microsoft, and Microsoft may terminale the former Affiliate's Enrollment. If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because Enrolled Affiliate ceases lo be Customer's Affiliate, then Enrolled Affiliate will have the early termination rights described in the Enrollment. e. Early termination. If (1) an Enrolled Affiliale terminales its Enrollment as a resull of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non- approprlation of funds, or (4) Microsoft terminates an Enrollment for non-payment due to non- appropriation of funds, then the Enrolled Affiliate will have he following options:
(1) It may immediately pay the total remaining amount due, including all installments, in which casc, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered; or 6A2016AgKUSISGIENG NOVZOIES Paye 5 of 11
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(Ii) II may pay only amounts due as of the leimination clate, in which case the Enrolled Affiliate will have perpetual Licenses for:
1) all coates of readies (eltor the pael eet has bet made tutered under SA (ill) In the case of early lermination under subscription Enrollments, Enrolled Affiliate will have the following options:
) For eligible Products, Enrolled Affiliate may oblain perpetual Licenses as described e section of the Enrollment titled "Buy-out aption," provided that Microsoft receiv. the buy-out order for those Licenses within 60 days after Enrolled Affiliate provides notice of lerminalion.
2) In the event of a breach by Microsoft, If Customer chooses not to exercise a buy-out aption, Microsoft will issue Enrolled Affilaite a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the termination of the Enrollment.
Nothing in this section shall affect perpetual License rights acquired either in a separate agreement or in a prior term of the terminated Enrollment. f. Effect of termination or expiration. When an Enrollment expires or is terminated, (i) Enrolled Affiliate must order, Licenses for all copies of Proclucts it has run for which it has nol previously submitted an order. Any and all unpaid payments for any order of any kind remain due and payable. Except as provided in the subsection tilled "Early lermination," all unpaid payments for Licenses immediately become due and payable. (ii) Enrolled Affiliate's right lo Software Assurance benefits under this Agreement ends if it does nol renew Software Assurance
y. Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or lerminate an Online: Service where there is any current or future government requirement or obligation that: (1) subjecs Microsofl to any regulation or requirement not generally applicable to businesses operaling in the jurisdiction; (2) presents a hardship for Microsoft to continue operating the Online Service without modification; and/or (3) calises Microsoft to believe these terms or the Online Service may conflict with any such requirement or obligation.
h. Program updates. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates lo enter into new agreements and Enrollments at the time of an Enrollment renewal.
Use, ownership, rights, and restrictions.
a. Procucts. Unless otherwise specified in a supplemental agreement, use of any Product is governed by the Use Rights specific to each Product and version and by the terms of the applicable supplemental agreement.
Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provided for a specific Product, any use rights Microsoft provides with the Fix will apply.
Non-Microsoft software and technology. Enrolled Affiliate is solely responsible for any nor licrosoll sofiware or technology that It installs or uses with the Prockicts or Fixe EA2UIGAgr(US)SLG(ENG) (Nov2016) age G of
cument X20.102
d. Restrictions. Enrolled Affiliate must not (and is not licensed to) (1) reverse engineer, decompile, or disassemble any Product or Fix; (2) insiall or use non-Microsoft soflware or lechnology in any way that would subject Microsoft's intellectual property or technology to any other license terms; or (3) work around any technical limilations in a Product or Fix or restrictions in Product documentation. Customer must not (and is not licensed to) () senarate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix al different times, or transfer parts of a Product or Fix separately: or (il) distribute, sublicense, rent, lease, lend any Products or Fixes, in whole or In part, or use them to offer hosling services to a third parly.;
e. Reservation of rights. Products and Fixes are protected by copyright and other intellectual property rights laws and inlerrational treaties. Microsoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Righis o access or use Software on a device do not give Customer any right to implement Microsoft patents or ather Microsoft intellectual property in the device itself or in any other soltware or
8. Confidentiality.
"Confidential Information" is non-public information that is designated "confidential" or that a reasonable person should understand is confidential, including Customer Data. Confidential Information does not nclude information that (a) becones publicly available without a breach of this agreement, (b) the receiving party received lawfully from another source without a confidentiality obligation, (c) is independently developed, or (d) is a comment or suggestion volunteered about the other party's business. products or services.
Each parly will take reasonable steps to protect the other's Confidential Information and will use the other party's Confidential Information only for purposes of the parties' business relationship. Nelther party will disclose that Confidential Information to third parties, except lo its employees, Affiliales, contractors, advisors and consultants ("Representatives") and then only on a need-to-know hasis under nondisclosure obligations at least as protective as this agreement. Each parly remains responsible for the use of the Conficiential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.
A party may disclose the other's Confidential Information if required by law, but only after it notifies the other party (If legally permissible) to enable the olher party to seek a protective order.
Neither party is required to restrict work assignments of its Representatives who have had access lo Confidential Information. Each party agrees that the use of information retained in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not creale liabilily under this Agreement or trade secrel law, and each party agrees to limit what it discloses to the other accordingly.
These obligations apply (i) for Customer Data until it is deleted from the Online Services, and (ii) for ali other Confidential Information, for a period of five years afler a party receives he Confidential Information.
9. Privacy and compliance with laws.
personal information to Microsoft.
b. Personal information collected under this agreement (i) may be Iransferred, stored and processed in the Uniled States or any other country in which Microsolt or its service providers maintain lacilities and (ii) will be subject to the privacy terms specified in the Use Rights Microsoft will abide by he requirements of European Ecoromic Area and Swiss data protection #A201049(USS G(ENG)(Nov201689 Page 7 of 11
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law regarding the collection, use, transfer, retention, and other processing of personal data from the European Economic Area and Switzerland.
U.S. export. Products and Fixes are subject to U.S. export jurisdiction. Enrolled Affiliate must comply with all applicable international and national laws, including the U.S. Export Administration Regulations and International Traffic in Aims Regulations, and end-user, end use and destination restrictions issued by U.S. and other governments related lo Microsoft products, services and technologies.
10. Warranties.
a. Limited warranties and remedies.
(1) Software. Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date the Enterprise is first licensed 'for that version. If it does not and the Enterprise notifies Microsoft within the warranty lerm, then Microsoff will, at its option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software. (il) Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during the Enterprise's use. The Enterprise's remedies for breach of this warranty are in the SLA.
The remedies above are the Enterprise's sole remedies for breach of the warranties in this section. Customer waives any breach of warranty claims not made during the warranty period.
The warranties in this agreement do not apply to problems caused by accident, abuse, or use in a manner inconsistent with Ihis Agreement, including failure to meet minimum These warranties do nol apply to free, trial, pre-release, or beta products, or to components of Products that Enrolled Affiliate is permitted to redistribute.
Disclaimer. Except for the 'limited warranties above, Microsoft provides no other warranties or conditions and disclaims any other express, implied, or statutory warranties, including warranties of quality, title, non-infringement, merchantability, and fitness for a particular purpose.
11. Defense of third party claims.
The parties will defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved sellement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defense and any settlement of it. The party being defended must provide the delending party with all requested assistance. information, and authority. The defending party will reimburse the other party for reasonable oul-of-pocket expenses it incurs, in providing assistance. This section describes the parties' sole remedies and entire liability for such claims.
By Microsoft. Microsoft will defend Enrolled Affiliate against any third-party claim to the exten it alleges that a Product or Fix inade available by Microsoft for a fee and used within the scope of the license granted (unmodified from the form provided by Microsoft and not combined with anything else) misappropriales a Irade secrel or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable lo resolve a claim of infringement under commercially reasonable lerms, it may, at its option, elther (1) modify or replace the Product or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses ard any amount paid for Online Services for any usage period fler the lemminalion dale. Microsoft will not be liable for any claims or damages due to Enralle filiate's continued use of a Producl or Fix after being notified to stop due to a third-party clain b. By Enrolled Affiliate. To lhe extent permitted by applicable law, Enrolled Affiliate will defend Microsoll against any third-party claim to the extent it alleges that: (1) any Customer Data or EA2016AgRUS|SLG(ENGX/ov2016) - Page 8 of 11
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:
non-Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a palent, copyright, Irademark, or other roprietary right of a third party; or (2) Enrolled Affiliate's use of any Product or Fix, alorie or in combination with anyhing else, violates the law or damages a third party
12. Limitation of liability.
For each Product, each party's maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate was required to pay for the applicable Products during the lent of this Agreemen, subject to the following:
a. Online Services. Por Online Services, Microsoft's maximum liability lo Enrolled Affiliate for any incident giving rise to a claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident. b. Free Products and Distributable Code. For Products proviced free of charge and codo that Enrolled Affiliate is authorized lo redistribute to third parties without separale payment lo Microsoft, Microsoft's liability is limited to direct damages finally awarded up to USS5,000. c. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or for loss of use, loss of business information, loss of revenue, or interruption of business, however caused or on any theory of liability. c. Exceptions. No limitation or exclusions will apply to liability arising out of either party's (1) confidentiality obligations (except for all liability related to Customer Data, which will remain subject to the limitations and exclusions above): (2) defense obligations; or (3) violalion of the alher party's intellectual property rights.
13. Verifying compliance.
a. Right to verify compllance. Enrolled Affiliate must keep records relating to all use and distribution of Products by Enrolled Affiliate and its Affiliates. Microsoft has the right, al its expense, to the extent permitted by applicable law, to verify compliance with the Product's Enrolled Affiliate must promptly provide the Independent auditor with any information the auditor reasonably requests in furtherance of the verificalion, Including access lo syslems running the Products and evidence of Licenses for Products Enrolled Affiliate l1osls. sublicenses, or distibutes to third parties. Enrolled Affiliate agrees to complete Microsoft's self-audit process, which Microsoft may require as an allernative lo a third party audil. b. Remedies for non-compliance. If verification or self-audit reveals any unlicensed use or distribution. then within 30 days, (1) Enrolled Affiliate must order suflicient Licenses to cover that use or distribution, and (2) if unlicensed use or distribution is 5% or more, Enrolled Affiliate must reimburse Microsoft for the cost Microsoft has incurred in verification and acquire the necessary additional licenses al 125% of the price based on the then-current price list and Enrolled Affiliate price level. The unlicensed use percentage is based on the tolal number of licenses purchased compared to actual install base. If there is no unlicensed use, Microsoft will not subject Enrolled Affiliate to another verification for al least one year. By exercising the rights and procedures described above. Microsoft does not waive its riahts to enforce this Agreement or lo prolect its intellectual properly by any other means permitted by law.
Verification process. Ivicrosoft will notify Enrolled Affiliate at least 30 days in advance of its intent to verify Enrolled Affiliate's compliance with the license terns for he Producis Enrolled Affiliate and its Affiliates use or distribute. Microsoft will engage an independent auditor, which will be subject to a confidentiality obligation. Any information collected in the self-audit will be used solely for purposes of determining compliance. This verification will lake place during normal business hours and in a manner that does not interfere unreasonably with Enrolled Affiliate's operatiors.
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14. Miscellaneous.
a. Use of contractors. Microsoft may use contractors to perform services, but will be responsible for their perfarmance subject to the terms of this Agreement.
Microsoft as independent contractor. The parties are independent contractors. Enroll filiate and Microsoft each may develop products independently without using the othe Confidential Information.
d. Agrecment not exclusive. Customer is free lo enter into agreements to license, use or promote non-Microsoft products;
e. Amendents. Any amendment to this Agreement must be executed by both parties, except that Microsoft may change the Product Terms and the Use Rights from time lo lime in accordance with the terms of this Agreemen!. Any conflicling terms and conditions contained in an Enrolled Affiliale's purchase order will not apply. Microsoft may require Customer to sign a new agreement or an amendment before an Enrolled Affiliate enters into an Enrollment under this agreement.
f. Assignment. Either party may assign this Agreement lo an Affiliate, but must notify the other party in writing of the assignment. Any other proposed assignment must be approved by the non-assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned agreement Any attempled assignment without required approval will be void
g. Applicable law; dispute resolution. The terms of this Agreement will be governed by the laws of Customer's state, without giving effect to its conflict of laws. Disputes relating to this Agreement will be subject 1o applicable dispute resolution laws of Customer's state h. Severability. If any provision in this agreement is held to be unenforceable, the balance of the agreement will remain in full force and effect
i. Waiver. Failure to enforce any, provision of this agreement will not constitute a waiver. Any wäiver must be in writing and signed by the waiving party. j. No third-party beneficlaries. ¡This Agreement does not creale any third-parly beneficiary rights.
K. Survival. All provisions survive termination or expiration of this Agreement except those requiring performance only during the term of the Agreement.
1. Management and Reporting. Customer and/or Enrolled Affiliate may manage account details (e.g., contacts, orders, Licenses, sollware downloads) on Microsoft's Volume Licensing at:
https://www.microsolt.com/licensing/servicecenter. Upon the effective cate of this Agreement and any Enrollments, the contaci(s) identified for this purpose will be provided access to this site and may authorize additional users and contacts.
m1. Order of precedence. In the case of a conflict between any documents in this Agreement that Is not expressly resolved in those documents, their lerms will control in the following order from highest to lowest priority: (1) this Enterprise Agreement. (2) any Enrollment, (3) the Product Terns, (4) the Online Services Terms, (5) orlers submitted under this Agreement, and (6) any olher documents in this Agreement. Teims in an amendment control over the amended docurent and any prior amendments concerning the same subject matter.
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n. Free Proclucts. Il is Microson's intent thal the ternis of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to.
Enrolled Affiliate is for the sole use and benefit of the Enrolled Affiliate, and is not provided for use by or personal benefit of any specific government employee. o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation lo provide accessible technologies to its citizens with disabilities as required by Section 508 of the Rehabilitation Act of 1973, and its stale law counterparts. The Voluntary Product Accessibility Templales ("VPATs") for the Microsoft lechnologies used in providing the Online Services can be found al Microsoft's VPAT page. Further information regarding Microsoft's commitment to accessibilily can be found at http.//www.microsofl.com/enable p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional assistance or rights by posting them on htt://www.microsoft.com at such lime.
4. Copyright vlolation. Except as set forth in the section above entilled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terns of this Agreement and the Use Rights, for the Products it uses. Except lo the extent Enrolled Affiliate is licensed under this Agreemen, il 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.
:
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Doesnriend X21-10209.