Licensing Solution Provider Agreement Number PSA-0001524 This Licensing Solution Provider Agreement is made and entered into this 22nd day of October 2019, by and between Dell Marketing L.P., a Texas corporation ("CONTRACTOR"), and the COUNTY OF RIVERSIDE, a political subdivision of the State of California, ("COUNTY").
WHEREAS, 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 to 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 parties agree as follows:
This Agreement covers all enrollments for all products licensed under the Master Agreement. All terms and conditions of the Master Agreement, attached as ExhibitE 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 cach 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. Entities 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, 2021, 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, clected 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-0001524 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 or 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 set forth herein.
5.3 CONTRACTOR'S obligation hereunder shall be satisfied 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 at 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, etc.).
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 attached hereto as Exhibit B.
8. CONTRACTOR's Microsoft Enterprise Agreement Participation Form attached hereto as Exhibit C and incorporated herein by reference.
9. 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-0001524 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 to 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.
11. 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 14th Street 2980 Washington Street
Riverside, CA 92501 Riverside, CA 92504
CONTRACTOR contact:
Alisson Harrington
One Dell Way
Round Rock, TX 78682
11.1 Should Contract Management contact information change, the CONTRACTOR shall provide written 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.
12.2 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-0001524 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 retained 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 to, 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-0001524 be found to 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 seq.) 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 Dell Marketing L.P., a Texas corporation subdivision of the State of California
By: By: _ tarington
Kevin Jeffries, Chairman Alisson Harrington
Board of Supervisors Senior Commercial Counsel
OCT 2 2 2019
Dated: Dated: Octches 11, 2019
ATTEST:
Kecia Harper
Clerk of the Board
By: arrain tu
APPROVED AS TO FORM:
Gregory P. Priamos
County Counsel
By: C
Susanna Oh, Deputy County Counsel
OCT 2 2 2019 3.14
Licensing Solution Provider Agreement Number PSA-0001524 Exhibit A
Microsoft Enterprise license subscription and services
Line Description Price Level Markup %
Enterprise Online Services** (including Full USLs, From SA USLs, Add-ons and Step Ups) M365 E3 and ES, Enterprise Mobility + Level D -0.56 1 Security E3 and E5, Office 365 Enterprise E1 or E3, Windows 10 Minus 2% Enterprise E3 or E5.
Enterprise Products Office 365 Pro Plus, Windows 10 Enterprise, Level D -0.43 2 Core CAL Suite, Enterprise CAL Suite.
Additional Products M365 F1, M365 ES Compliance, M365 E5 3 Security, Office 365 Enterprise F1, Project Online, Visio Online Plan Level D -0.43 1 or Plan 2, Dynamics 365, Azure, SQL Server, Windows Server, etc.
Server and Tools Product (applies to Server and Cloud Enrollments 4 only) SharePoint Server, SQL Server, BizTalk Server, Visual Studio, Level D -0.43 Core Infrastructure Suites, etc.
5 All products for Select Plus Agreement No.7756479. 0.55 6 Microsoft Premier Support 2.00
Microsoft Unified Support Services 2.00
Microsoft Consulting Services 2.00
Licensing Solution Provider Agreement Number PSA-0001524 Exhibit B
License Support Provider (LSP) service rates
Certified
Line Description Competency Hourly Rate
(Yes/No)
Data and Artificial Intelligent
1 Build Intelligent Apps Yes $425
Build Intelligent Agents Yes
Machine Learning
4 Internet of Things
5 Globally distributed data
6 OSS Databases
7 Cloud Scale Analytics
8 Data Platform Modernization to Azure
9 Windows Server on Azure
10 Security & Management
11 Datacenter Migration
12 Modern Business Intelligence
Biz Apps
Customer Service Yes $425
Field Service Yes $425
Marketing Yes $425
Talent Yes $425
Finance and Operations Yes $425
Business Central Yes $425
Power Apps Yes $425
8 Power BI Yes $425
Apps and Infrastructure
Azure Stack $425
2 High Performance Compute $425
3 Cloud Native Apps using Serverless $425
4 Modernize Apps $425
SAP on Azure $425
Linux on Azure $425
Dev Ops $425
Business Continuity & Disaster Recovery $425
9 Windows Server on Azure $425
10 Security & Management $425
11 Datacenter Migration $425
Licensing Solution Provider Agreement Number PSA-0001524 Exhibit B (cont.)
License Support Provider (LSP) service rates
Certified
Line Description Competency Hourly Rate
(Yes/No)
Modern Workplace
1 User Adoption & Change Management Yes $425
Security $425
GDPR & Compliance $425
Teamwork $425
5 Calling & Meetings $425
6 Modern Desktop $425
7 Office 365 Migration Assistance $425
7a Mail $425
7b Teams $425
Tc SharePoint $425
OneDrive $425
Licensing Solution Provider Agreement Number PSA-0001524 Exhibit C
Microsoft LSP Participation Form
DAVE ROGERS JENNIFER HILDER. ACIO
Assiant Eld Belate Ollcol Enterpone Applications Bureast Chal Sultant Dilay GUSTAVO VAZQUEZ. ACID
ACIT
Esterged Communitations Bureau
JIM SMITH Pube Sety Coterprie Cominunications
Chief Trebringy Officed GIL MEJA, ACIO
Ter hueling Servres Buicen
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 Hat 3450 14th Street. Fourth Floor
E-mail: [email protected] Riverside CA 92501
County of Riverside TIN # -95 60009t0
Company Name Dell Maiketing. L P
Name Stisie Becker Title Proposal Manager
Address One Dell Way
City Round Rock Zip Code 78682 Telephone # 512-725-3007 Fax #n/a_ Email: Stacie Backer®Dellcom
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, 1am agreeing to pay the participation fees for esch 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 sigring below I also agree that all errollments will be submitted to Microsoft direct to report enrollment activity and comply to the payment schedule per RFQ #RICO-2020 RFQ-0000048 to Riverside County Information Technology
Flease reference the remittance information above for where to send the payment Fadure to comply may resultin the award being rescinded
September 19, 2019
Signature Date
Stacie Becker Proposal Manager
Printed Name Title
Licensing Solution Provider Agreement Number PSA-0001524 Exhibit D
Microsoft LSP Reporting of Active Enrollments Form
[LSP Name Company name
RIVCO
Contract 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
8084445 87654321 Technology 6 $645,000.00 John Doe [email protected] 951-555-1212
Licensing Solution Provider Agreement Number PSA-0001524 Exhibit E
Master Agreement
Attached include the followings:
1) Signature Form
2) Microsoft Enterprise Agreement
Microsoft Enterprise Agreement Amendment
Microsoft Document Headersheet
* This is for informational purposes only *
MSE#:
5-0000004275258
(MSLI
Tracking
Number)
Doc Type: Signature Form
Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias:
Country: United States
LAR/LAD/ESA:
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 9:42:56 PM
8 Microsoft Volume Licensing
Program Signature Form
MRA/MESA rimher 004-kayleed-S-04
Agreement number 8084445
Note: Enter the applicable active numbers associated with the documents below. Microsoft reques the associated active number be indicated here, or listed below as nev For the purposes of this form, "Customer" can mean the signing enlity. Enrolled Affiliate Government Partner, Institution, or other party entering into a volume licensing program agreement This signature form and all contract docunients identified in the lable below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below.
Contract Document s Numbera Codo 541
Enterprise Agreement X20-10209
Choose Agreementa Document Number or Code
«Choose Agreement: Document Number or Code
«Choose Agreement?. Document Number or Code
«Choose Agreement: Document Number or Code.
‹Choose Enrollmen /Registration> Document Number or Code ‹Choose Enrollment/Registrations Document Number or Code ‹Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code ‹Choose Enrollment/Registration: Document Number or Code Amendment to Contract Documents CTM-CPT OFT-FWK (new)
By signing below, Customer and the Microsof Affiliate agree that both parlies (1) have received, read and understand the above contract documents, including any websites or documents incorporated by DATE reference and any amendments and (21 agree to be bound by the terms of all such documents. 8/22/19 i Customer:
Name of Entity (must be'legal entity name) Counly of Riverside Signature'
FORMAPPROVED COUNTY COUNSEL rinted First and Last Name Kichard K. Ha Printed Title Sr. Procurement Contract SpecialisT
Signature Date* 08/2z/2019
SUSANNA N Tax ID
• indicales required field
Pace 1 cl 2
Microson Atla: 7 20 3
Microsoft Corporation
Signature A BE Microsoft
Printed First and Last Name Microsoft Corporation
Printed Titic
AUG 23 2019
Signature Date
(date Microsoil Afflible countersig s) Chance Krail
July Authorized dn behalf o
Agreement Effective Date Microsoft Corporatio
(inay be cHeren: than Wiczusalts synature dale) 8/23/2019 Optional 2u Customer signature or Outsourcer signature (if applicable) Custamer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
indicates required fiell
Outsourcer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
• indicates regured field
If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate formis) with this signature fom After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address When the signature form is fully execuled by Microsoft, Customer will receive a confirenation copy Microsoft Corporation
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
Microsoft Document Headersheet
* This is for informational purposes only *
MSE#: 5-0000004275258
(MSLI
Tracking
Number)
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:
:
1 8/23/20199:42:31 PM
8 Microsoft Volume Licensing
Enterprise Agreement State and Local
Not for tse with Measull Business Agreement or Mransol Pusiness al Services Aureenient 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 Enrollment entered into under this Agreement or the date Microsoft accepts this Agreement, whichever is earlier.
This Agreement consists of (1) these Agreement terms and conditions, including any amendments and the signature form and all altachments identified' therein, (2) the Product Terms applicable to Products licensed under this Agreement, (3) the Online Services Terms, (4) any Affiliate Enrollment entered into under this Agreement, and (5) any order submitted under this Agreement Please note: Docuinents referenced in this Agreement but not attached to the signature form may be found al http.//www.inicroselt.com/liceusing/contracts and are incorporated in this Agreement by reference. including the Product Terms and Use Rights. These documents may contain 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 Products licensed Terms and Conditions
Definitions.
"Affiliate" means :
a with regard to Customer.
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:
any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type ef governmental instrumentality established by the laws of Customer's state and located within Customer's state jurisdiction and geographic boundaries, and
(ili) any other entity in Customer's state expressly authorized by the laws of Customer's state lo purchase under state contracts: provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its b. with regard la Microsoll, any legal ently that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft
"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 provided to Microsoft by, or on behalf of. an Enrolled Affiliate and its Affiliates through use of Online Services "day" means a calendar day. except for references that specify "business day" "Enrolled Affiliate" means an entity, either Customer or any one of Customer's Affiliates that has entered into an Enrollment under this Agreement
Unemnent X20-10209
"Enrollment" means the document that an Enrolled Affiliate submits under this Agreement to place orders for Products
"Enterprise" means an Enrolled Affilate 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 Microsof either releases generally (such as Product service packs) or provides to Customer to address a specific issue.
Services will be considered Subscription Licenses
*Microsoft" means the Microsoft Affiliate that has entered into this Agreement or an Enrollment and its Affiliales, as appropriate
*Online Services" means the Microsoft-hosted services identified as Online Services in the Product Terms "Online Services Terms" means the additional terms that apply to Customer's use of Online Services published on the Volume Licensing Site and'updated 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 beta versions "Product Terms" means the document that provides information about Microsoft Products and Professional Services available through volume licensing The Product Terms document is published on the Volume Licensing Site and is updated from 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 software identified on the Product Terms. Software does not include Online Services, but Software may be part of an Online Service "Software Assurance" is an offering by Microsoft that provides new version rights and oller benefits for Products as further described in the Product Terms.
*Trade Secret" means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy.
"use" or "run" means 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 lime to time The Use Rights supersede the terms of any end user license agreement thai accompanies a Product. The Use Rights for Soflware are published by Microsoft in the Product Terms The Use Rights for Online Services are published in the Online Services Terms. "Volune Licensing Site" means http://www.microsoft.com/icensing/contracts or a successor site
2. How the Enterprise program works.
a. General. The Enterprise program consists of the lemms and conditions on which an Enrolled Affiliate may acquire Product Licenses. Under the Enterprise program, Custoner and its Affiliates may order Licenses fal Products by entering into Enrollments b. Enrollments. The Enterprise program gives Customer and/or its Affilates the ability to enter into one or more Enrollments to order Products. Subscription Enrollments may be available for some of these Enrollments Notwithstanding any other provision of this Agreement. only Enrolled Affiliates identified in an Enrollment will be responsible for complying with the teams of that Enrollment, including the terms of this Agreement incorporated by reference in that FAZIGASSI CRENG NUv2016) Page 2 of 11
Decemen X20-10209
!
c. Licenses The types of Licenses available are (1) Licenses ohlained under Software Assurance (LB.SA), and (2) Subscription Licenses These License types, as well as additional License Types, are further descrbed in the Product List.
3. Licenses for Products.
a. License Grant. Microsoft grants the Enterprise a non-exclusive, worldwide and limited right to download, install and use software Products, and lo access and use the Online Services each in the quantity ordered under an Enrollment The rights granted are subject to the terms of this Agreement, the Use Rights and the Product Terms. Microsoft reserves all rights not expressly granted in this Agreement.
b. Duration of Licenses. Subscription Licenses and most Sofiware Assurance rights are temporary and expire when the applicable Enrollment is terminated or expires, unless the Enrolled Affiliate exercises a buy-out option. which is available for some Subscription Licenses Except as otherwise noted in the applicable Enrollment or Lise Rights, all other Licenses become perpetual only when all payments for that License have been made and the initial Enrollment term has expired
c. Applicable Use Rights.
(i) 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 Product Ihat 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 to perpetual Licenses that were acquired under a previous agreement or Enroltment are determined by the Agreeinent or Enrollment under which they were acquired Renewal of Software Assurance does not change which Use Rights apply to those Licenses.
(il) Online Services For Online Services, the Use Rights in effect on the subscription start date will apply for the subscrption term as defined in the Product Terms (. Downgrade rights. Enrolled Affiliale may use an 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 term, 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 earler version apply with respect to those features.
e. New Version Rights under Software Assurance. Enrolled Affilate must order and maintain continuous Software Assurance coverage for each License ordered With Soflware Assurance coverage, Enterprise automatically has the right to use a new version of a licensed Product as soon as it is released, even if Enrolled Affiliate chooses not to use the new version immedialely (i) Except as otherwise permitted under an Enrollment, use of the new version will be subject to the new version's Use Rights
(ii) If the License for the earlier version of the Product is perpetual at the lime the new version is released, the License for the new version will also be perpetual Perpetual Licenses obtained through Sofiware Assurance replace any perpetual Licenses for the earher version.
f. License confirmation. This Agreement, the applicable Enrollment. Enrolled Affiliates order confirmation, and any documentation evidencing transfers of perpetual Licenses, together with proof of payment, will be Enrólled Affiliate's evidence of all Licenses obtained under an Enrollment
EA2016AgRUS)SLG(ENG|(No•2016: Page 3 ol 11
Document X20-19200
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g. Reorganizations, consolidations and privatizations. If the number of Licenses covered by an Enrollment changes by more than ten percent as a result of (1) a reorganization consolidation or privatization of an entily or an operating division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including a merger with a third party that has an existing agreement or Enrollment. Microsoft will work with Enrolled Afflate in good fath to determine how lo 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 complele (including copyright and trademark notices) from master copies obtained from a Microsoft approved fulfillment source Enrolled Affiliate may use a third party to make these copies, but Emolled Affiliate agrees it will be responsible for any third party's actions. Enrolled Affiliale agrees lo make reasonable efforts to notify its employees, agents, and any other individuals who use the Products that the Products are licensed from Microsoft and subject to the terms of this Agreement. b. Copies for training/evaluation and back-up. For all Products other than Online Services.
Enrolled Affiliate may. (1) use lip lo 20 complimentary copies of any licensed Product in a dedicated training facility on its premises for purpases of training on that particular Product, (2) use up to 10 complimentary copies of any Products for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations. Trials for Online Services may be available if specified in the Use Rights
C. Right to re-image. In certain cases. re-maging is permilled using the Product media If the Microsoft 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 lo 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 acquired from the separate source for each Product that is re- imaged.
(ii) The Product, language version, and components of the copies made must be identical to the Product, language. version, and all components of the copies they replace and the number of copies or instances of the re-imaged Product permitted remains the same (ili) Except for copies of an aperating system and copies of Products licensed under another Microsoft program, the Product type (eg. Upgrade or full License) re imaged must he identical to the Product type licensed from the separate source (iv) Enrolled Affiliate must adhere to any Product-specific processes or requirements for re- imaging identified in the Product Terms.
The separe source missusecion ties not are sor ekend any Mies cared ty or he separate source
Support obligation
Transferring and reassigning Licenses.
a. License transfers. License Iransfers are not permitted, except that Customer or an Enrolled Affiliate may transfer only fully-paid perpetval Licenses to:
(i) an Affiliate, or
(ii) a third party solely in connection with the transfer of hardware of employees to whom the Licenses have been assigned as part of (Al a privatization of an Affiliate or agency or of an EA2016AgrUSISLG(ENGyN0v2016) Page 4 or 11
Deciment X20. K1200
operating division of Enrolled Affiliate or an Affiliate (B) a reorganization. or (Ci 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 Transfer. Enrolled Affiliate must notify Microsoft of a License transfer by completing license transfer form. which can be oblained from http://www.miciosoft.com/icensino/coutracts and sending the completed form to Microsoft before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides to the transferee, and the transleree accepts in writing, documents sufficient to enable the transferee to ascertain the scope, purpose and limitations of the rights granted by Microsofl under the licenses being transferred (includingthe applicable Use Rights, use and transfer restrictions, warranties and limitations of liability Any License transler 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 Enlerprise as described in the Use Rights
6. Term and termination.
a. Term. The term of this Agreement will be 36 full calendar months from the effeclive dale unless terminated by either party as described below Each Enrollment will have the teim provided in that Enrollment
b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' writen notice. In the event of termination, new Enrollments will not be accepted, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement
c. Mid-terin termination for non-appropriation of Funds. Enrolled Affiliate may terminate this Agreement or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the Agreement or Enroliment are not appropriated or allocated by the Enrolled Affiliate for such purpose
-Termination for cause. Without limiting any other remedies it may have, either party may 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 breachi If Microsoft gives such notice to an Enrolled Affiliate, Microsoft also will give Customer a copy of that notice and Customer agrees to help resolve the breach. If the breach affects other Enrollments and cannot be resolved hetween Microsoft and Enrolled Affiliate, 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 censes 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 Affiliale 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 Affiliate terminales its Enrollment as a result 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 terminales an Enrollment for non- appropriation of funds. or (4) Microsoft terminates an Enrollment for non-payment due to non- appropriation of funds then the Enrolled Affiliate will have the following options:
(i) It nay immediately pay the total remaining amount due, including all installments, in which case, the Enrolled Affiliate will have perpetual nights for all Licenses it has ordered. or Paye 5 ul 11
Ducument X20-10209
(ii) I may pay only amounts due as of the termination date, in which case the Enrolled Affiliate will have perpetual Licenses for:
1) all copies of Products including the latest version of Products ordered under SA coverage in the current term) for which payment has been made in full. and the number of copies of Products it has ordered including the latest version of Products ordered under Soflware Assurance coverage in current term) that is proportional to the total of installment payments paid versus total amounts due (paid and payable) if the early termination had not occurred
(iii) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have the following options:
1) For eligible Products. Enro led Affiliate may obtain perpetual Licenses as described in the seclion of the Enrollment titled "Buy-out aption." provided that Microsofl receives the buy-out order for those Licenses within 60 days after Enrolled Affiliate proviles nolice of termination
2) In the event of a breach by Microsoft, if Customer chooses not to exercise a buy-out aption, Microsoft will issue Enrolled Affilate 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.
Effect of termination or expiration. When an Enrollment expires or is terminated.
Enrolled Affilale must order Licenses for all copies of Products it has run for which it has nol previously submitted an order Any and all unpaid payments for any order of any kinci remain due and payable, Except as provided in the subsection titled "Early termination," all unpaid payments for Licenses immediately become due and payable. (il) Enrolled Affiliate's right to Software Assurance benefits under this Agreement encis if it does not renew Software Assurance
Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or leiminate an Online. Service where lhere is any current or future government requirement or obligation that. I) subjects Microsoft to any regulation or requirement not generally applicable lo businesses operating in the jurisdiction, (2) presents a hardship for Microsoft to continue operating the Online Service without modification, and/or (3) causes Microsoft to helieve these lerms or the Online Service may conflict with any such requirement h. Program updates. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at the time of an Enrollment renewal
7. Use, ownership, rights, and restrictions.
a. Products. 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.
b. 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 c. Non-Microsoft software and technology. Enrolled Affiliate is solely responsible for any non- Microsoft sofiware or technology that it installs or uses with the Producis or Fixes EA2016A0 US)SLG/ENG#Nov20161 Page Bof 11
Documeat X20-10209
d. Restrictions. Enrolled Affiliate must not (and is not licensed to) (1) reverse engineer. decompile, or disassemble any Product or Fix. (2) install or use non-Microsoft soflware or technology in any way that would subject Microsoft's intellectual property or lechnology 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) () separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately: or (ii) distribute sublicense, rent, lease, lend any Products or Fixes in whole or in part, or use them to offer hosting services to a third parly.
Reservation of rights. Products and Fixes are protected by copyright and other intellectual property nights laws and international treaties. Microsoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel Rights to access or use Soflware on a device do not give Customer any right to implement Microsoft patents or olher Microsoft intellectual poperty in the device itself or in any other software or 1 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 include information that (a) becomes publicly available withoul 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 pary will take reasonable steps to protect the other's Confidential Information and will use the other party's Confidential Information only for purposes of the parties business relationship Neither party will disclose that Confidential Information lo third parties, except to its employees, Affiliales, contractors, advisors and consultants ("Representatives") and then only on a need-to-know basis under nondisclosure oblications at least as protective as this agreement Each party remains responsible for the use of the Confidential Information by its Representatives and, in the even! 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 other party to seek a proteclive 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 create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses lo the other accordingly.
These obligations apply (.) for Customer Data until it is deleted from the Online Services, and (il) for all other Confidential Information. for a period of five years after a party receives the Confidential Information.
9. Privacy and compliance with laws.
a. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitale the subject matter of this Agreement Enrolled Affilate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal information to Microsoft
b. Personal information collected under this agreement (i may be transferred, stored and processed in the United States or any olher country in which Microsolt or its service providers maintain facilities and (i will be subject to the privacy terms specified in the Use Rights Microsoft will abide by the requirements of European Economic Area and Swiss data protection Pace 7 of ti
e 10000
law regarding the collection, use transter, retention, and other processing of personal data from the European Economic Area and Switzerland.
c. U.S. export. Products and Fixes are subject to US. export jurisdiction. Enrolled Affiliate must comply with all applicable international national laws, including the US Export Administration Regulations and International Traffic in Arns Regulations. and end-user, end use and destination restrictions issued by US. and other governments related to Microsoft products, services and technologies.
10. Warranties.
a. Limited warranties and reinedies.
(i) Software. Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation fer one year from the dale the Enterprise is first licensed for that version. If it does not and the Enterprise notifies Microsoft within the warranty lerm, then Microsoft will at its option (1) retum the price Enrolled Afflate paid for the Software license, or (2) repair or replace the Software. fii) Online Services Microsolt 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 Exclusions. The warranties in this agreement do not apply to problems caused by accident. abuse, or use in a manner inconsistent with this Agreement, including failure to meet minimum system requirements. These waranties do not apply to free, trial, pre-release, or bela products, or to components of Products that Enrolled Affiliate is permitted to redistribute.
C. Disclaimer. Except for the limited warranties above, Microsoft provides no other or conditions aid 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 settlement, 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 defending party with all requested assistance. information, and authority. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance This section describes the parties' sole remedies and entire liability for such claims a. By Microsoft. Microsoft wil defend Enrolled Aftiliate against any third-party claim to the extent 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 trade secret or directly infringes a patent, copyright trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, at its option, either (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 and any amount paid for Online Services for any usage period after the lermination date Microsoft will not be liable for any clains or damages due to Enrolled Affiliate's continued use of a Product or Fix alter being notified to stop due to a third-party claim.
By Enrolled Affiliate. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft against any third-party claim to the extent it alleges that (1) any Customer Data or
Document X20 10209
non-Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a thid party, or (2) Enrolled Afflate's use of any Product or Fix, alone or in combination with anylhing else, violales the law or damages a third party
12. Limitation of liability.
Foreach Product, each party's maximum, aggregate liability to the other under this Agreement is linited 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 lenn of this Agreement, subject to the following a. Online Services. For Online Services, Microsoft's maximum liability to 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 provided free of charge and coda that Enrolled Affiliate is authorized to redistribute to third parties without separate payment to Miciosoft, Microsoft's liability is limited to direct damages finally awarded up to USS5,000 Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or for loss of lise, loss of business information, loss of revenue, or interruption of business, however caused or on any theory of liability d. 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) violation of the other party's intellectual property rights
13. Verifying compliance.
a. Right to verify compliance. Enrolled Affiliate must keep records relating to all use and distribution of Products by Enrolled Affliate and its Affiliates. Microsoft has the right, at 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 venfication, including access to systems running the Products and evidence of Licenses for Products Enrolled Affiliate hosts. sublicenses, or distributes to third parties Enrolled Affiliale agrees to complete Microsoft's self audit process, which Microsoft may require as an allemative to a third party audit Remedies for non-compliance. If verification or self-audit reveals any unlicensed use or distribution, then within 30 days. (1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed use or distribution is 5% or more, Enrolled Affiliate must reimburse Microsoft for the cost Microsoft has incurred in verification and acquire the necessary additional licenses at 125% of the price based on the then-current price list and Enrolled Affiliate price level The unlicensed use percentage is based on the total number of licenses purchased compared to actual install base. If there is no unlicensed use. Microsoft will not subject Enrolled Affiliate to another verification for at least one year. By exercising the lights and procedures described above Microsoft does not waive its rights to enforce this Agreement or to prolect its intellectual properly by any other means permitted by law.
C. Verification process. Viciosoft will notify Enrolled Affiliate at least 30 days in advance of its intent to verify Enrolled Affiliate's compliance with the license terms for the Products 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 Emolled Affiliate s operations.
Deciment X20-10209
14. Miscellaneous.
a. Use of contractors Microsoft may use contractors to perform services, but will be responsible for their performance subject to the terms of this Agreement b. Microsoft as independent contractor. The parties are independent contractors Enrolled Affiliate and Microsoft each may develop products independently without using the other's Confidential Information
c. Notices. Nolices lo Microsoft must be sent to the address on the signature form, Notices must he in witing and will be treated as delivered on the date shown on the return receipt or on the courier or fax contination of delivery. Microsoft may provide information to Enrolled Affiliate about upcoming ordering deadlines, services, and subscription information in electronic form. including by email to contacts provided by Enrolled Affiliate Emails will be trealed as delivered on the transmission date.
d. Agreement not exclusive. Customer is free to enter into agreements to license, use or promole non-Microsoft products.
e Amendments. Any amendment to this Agreement must be executed by both parlies. except that Microsoft may change the Product Terms and the Use Rights from time to lime in accordance with the terms of this Agreement. Any conflicting terms and conditions contained in an Enrolled Affiliate's purchase order will not apply, Microsoft may require Customer to sign a new agreement or an amendment before an Enrolled Affiliate enters into an Enrollment under this agreement
f. Assignment. Either parly may assign this Agreement to 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 attempted assignment without required approval will be g. Applicable law; dispute resolution. The terms of this Agreement will be governed hy the laws of Customer's state, without giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispule 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 forde and effect
i. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.
No third-party beneficlarles •This Agreement does not create any third-party beneficiary rights.
k. Survival. All provisions survive termination or expiration of this Agreement except those requiring performance only during the lemm of the Agreement
1. Management and Reporting. Customer and/or Enrolled Affilate may manage account cetails (e.g., contacts orders, Licenses, soflware downlaads) on Microsoft's Volume Licensing https//www.mecrosoltcom/licersing/servicecenter Upon the effective date of this Agreement and any Enrollments, the contacts) identified for this purpose will be provided access to this site and may authorize additional users and contacts
m. Order of precedence. In the case of a conflict between any documents in this Agreement that is not expressly resolved in those documents, their terms will contral in the following order from highest to lowest priority (1) this Enterprise Agreement. (2) any Enrollment, (3) the Product Terms, (4) the Online Services Terms, (5) orers submitted under this Agreement, and (6) ar other documents in this Agreement Terms in an amendent control over the amended document and any prior amendments concerning the same subject matter EA2015Ag(US)SLG(ENCNNo12016) Page 10 of 11
Document X20 1020
Free Products. It is Microsoft's intent that the tems 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 governinent 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 state law counterparts The Voluntary Product Accessibility Templates ('VPATs") for the Microsoft technologies used in providing the Online Services can be found at Microsoft's VPAT page. Further information regarding Microsoft's commitment to accessibility can be found at hitp /iwww.miciosofl.comfenable p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional assistance or rights by posting them on http: w.w..microsoft com at such time
4. Copyright violation. Except as set forth in the section above entilled Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms of this Agreement and the Use Rights, for the Products it uses Except to the extent Enrolled 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
BA20 1G/grUS)SLG(ENG|(Mov201G) Page 11 of 1t
Document X20-100209
1 • ' Microsoft: Volume Licensing
Supplemental Contact Information Form
licensina program agreement Primary and Notices contacts in this form will not apply to enrollments or registrations
This foun applies lo: LIMBSA
X Agreement
• Enrollment/Affiliate Registration Form
Insert prinary entity name if more than one Enrollment/Registration Form is submitted
Contact information.
Each party will notify the other in writing if any of the information in the following contact information page(s) changes The asterisks (°) indicate required fields; if the entity chooses to designate other contact types, the same required fields must be completed for each section. By providing contact information, entity consents to its use for purposes of administering the Enrollment by Ilicrosoft and other parties that help Microsoft administer The personal information provided in connection with this agreement will be used and protected according to the privacy statement available at hitos alicensing microsoll.com
1. Additional notices contact.
This contact receives all notices that are sent from Microsoft No online access is granted to this individual.
Name of entity' County of Riverside
Contact name*: First Regina Last Funderburk
Contact email address* [email protected]
Street address* 3450 14th Street, 4ih Floor
City* Riverside State/Province* California Postal code* 92501-3861 Country* USA
Phone* 951-955-2265 Fax
• This contact is a third party (not the entity) Warning This contact receives personally dentifiable information of the entity
2. Software Assurance manager.
This contact will receive online permissions to manage the Software Assurance benefits under the Enrollment or Registration
Name of entity' County of Riverside
Contact name': First Regina Last Funderburk
Contact email address REunderburk@rivco org
Ste audies 34501 See dil Fia Postal code 9250 1-3861
SupContacilaloForm(NA ND (ENGt2013) Page 1 ofa
Country* USA
Phone' 951-955-2265 Fax
• This contact is a third party (not the entity) Warning This contact receives personally identifiable information of the entity
3. Subscriptions manager.
This contact will assign MSDN. Expression, and TechNet Plus subscription licenses to the individual subserbers under this Enrollment or Registration Assignment of the subscription licenses is necessary for access to any of the online benefits, such as subscription downloads. This contact will also manage any complimentary or additional media purchases related to these subscuptions Name of entity* County of Riverside
Contact name': First Regina Last Funderburk
Contact email address* [email protected]
Street address* 3450 14th Street, 4th Floor
City® Riverside State/Province' California Postal code* 92501-3861 Country* USA
Phone 951-955-2265 Fax
• This contact is a third party (not the entity) Warning • This contact receives personally identifiable information of the entity
4. Online services manager.
This contact will be provided online permissions lo manage the online services ordered under the Enrollment or Registration
Name of entity* County of Riverside
Contact name*: First Luis Last Flores
Contact email address* [email protected]
Street address* 3450 14th Street, 4th Floor
City^ Riverside State/Province* California Postal code* 92501-3861 Country* USA
Phone 951-955-8114 Fax
• This contact is a third party (not the entity) Warning: This contact receives personally identifiable information of the entity
5. Customer Support Manager (CSM).
This person is designated as the Customer Support Manager (CSM) for support-related activities Name of entity* County of Riverside
Contact name': First Luis Last Flores
Contact email address* [email protected]
Street address' 3450 14th Street, 4th Floor
City* Riverside State/Province California Postal code 92501.3861 Country' USA
Phone* 951-955-8114 Fax
6. Primary contact information.
An individual from inside the organization must serve as the primary contact. This contact receives online administrator permissions and may grant online access to others. This contact also receives all notices unless Microsoft is provided wallen notice of a change.
Name of entity* County of Riverside
SupContachutuf 0u(NA, INOMENG 0012013) Page 2 or 3
Contact name*: First Jim Last Smith
Contact email address [email protected]
Street address* 3450 14th Street, 4th Floor
City' Riverside State/Province* CA Postal code* 92501-3861 Country* US
Phone* 951-231-5909 Fax
7. Notices contact and online administrator information.
This individual receives online admunistrator permissions and may grant online access lo others contacl also receives all notices
X Same as primary contact
Name of entity*
Contact name*: First Last
Contact email address*
Strect address
City® State/Province' Postal code*
Country*
• This contact is a third party (not the entity) This conlact receives personally identifiable information of the entity
Fage 3 of 3
Microsoft Document Headersheet
* This is for informational purposes only *
MSE#:
5-0000004275258
(MSLI
Tracking
Number)
Doc Type: Amendments
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
3 Outsourcer Name:
Business Agreement Number:
Master Agreement Number: 8084445
Agreement Number:
Purchase Order Number:
Comments:
8/23/2019 9:42:40 PM
8 Microsoli Volume lacensing
Amendment to Contract Documents
Agreemen: Munbri
004-kayleed-S-04
8084445.
This amendment (Amendmen!") is entered into between the parties identitied on the allached progiam signature form. It amends the Enrollment or Agreement identified above. All lems used but not defined in this Amendment will have the same meanings provided in that Enrollinent or Agreement.
Enterprise Agreement
Custom Terms CTM
1. Section fa. "Term", is hereby amended and restated as follows:
a. Term. The term of this Agreement will remain in effect unless terminated by either parly as described below Each Enrollment will have the term provided in that Enment The pricing that Microsoll will offer Enrolled Afflate's Reseller for Enrollments effective helween November 1, 2019 through October 31, 2021. and that will apply for the entire initial tern of such Emollments, is as follows:
Product Price Examples include bit are not limited to
Level the following*:
Enterprise Online Services** Level M365 E3 and ES. Enterprise Mobility + minus 2% Security E3 and E5, Olfice 365 Enterprise
(incluring Full USts, Prom SA
USLs. Add ons and Step Upsi E1 or E3. Windows I0 Enterprise E3 or ES Enterprise Products LevelD Oifice 365 Fio PIus, Widows 10 Enterprise, Core CAL Suite, Enterprise
CAL Suite
Additional Products Level D M365 F1, M365 ES Compliance, M365 ES Security, Office 365 Enterprise F1, Project
Online. Visio Online Plan 1 or Plan 2
365, Azure, SQL Server.
Windows Server etc
Server and Tools Product Level D SOL Server. BiTalk
•The examples include oilue serves fat are avalable in eiffer the convercial of govenent cond ellanne:
The sooper at Enterpse One Seruces is subject to change as Enterprise Golme Serces readed undatedite seat artemoved from the Enterprise pregiam diferin Exclusions apply lo the addlical 2% discount on Enterprise Online Services as follows
CIM CPT-CT-FV
The price list month that applies to an order is not a factor in determining whether the additional 2% discount on Enterprise Online Services may be applied lo an order. The only applicable factor is the effective dale of the Enrollment • The discount does not apply to any extensions of the initial Term or renewal Enroliments
• The discourt does not apply to any promotional SKUs Enrolled Affiliate is entitled lo the lower of the promolional price or discounted price
The price level that applies to Emotents effective on or after November 1, 2021 is Level D lor all Products.
The Reseller and the Enrolled Affiliate will determine the Enrolled Affliale's actual rice and payment terms.
Except for changes made by this Amendment, the Enroliment or Agreement identified above remains unchanged and in full force and effect If there is any conflict belween any provision in this Amendment and any provision in the Emollment or Agreement identitied above, this Amendment shall control This Amendment must he attached to a signature form to be valid Microsoft Internal Use Only:
Riverside County EA Amend B.7.docx
BD
Pate 2 o/ 2