I
AGREEMENl' # I1'ARC-OO93O
LICENSED SUPPORT PROVIDER (LSP)
AGREEMENT No. ITARC-00930
For
MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO.8084445
COUNTY OF RIVERSIDE
And
INSIGHT PUBLIC SECTOR, INC.
This Agreement is entered between the COUNTY OF RIVERSIDE, a political subdivision of the State ol California, (herein referred to as "COUNTY"). and Insight Public Sector, Inc.. an Illinois corporation authorized to conduct business in the State of California (herein referred to as "LSP") of Microsoft Licensing Solution Provider. effective from November 01.2024 and continues in effect through October 31.2027, based on LSP's response to RFQ no. ITARC-532 for Microsoft products and services under Microsoft EA no. 8084445. The parties agree as follows:
All Terms and Conditions of this Agreement No. ITARC-00930 shall govern purchase of Microsoft products and services under Microsoft EA no. 8084445 by County through the LSP. 1 Period of Performance:
This Agreement shall be effective f'rom November 01.2024 and continues in effect through October
31.2027, with the option to renew for an additional three-year period expiring on October 3l, 2030. with no obligation by the County ofRiverside to purchase any specified amount ofgoods or services.
In addition. the County may at any time choose to transfer the enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsoft.
The period of perfbrmance for the enrollment wilh the LSP may be for up to a three-year term with the option to renew the enrollments with contracted LSP through the LSP contract expiration date.
3. Compensation
The COUNTY shall pay the LSP fbr products at the cost as stated in Exhibit A. incurred in accordance with the terms of this Agreement. The COUNTY is not responsible for any fees or costs incurred above or beyond the contracled amount and shall have no obligation to purchase any specified amount of services or products.
Non-Appropriations: The COUNTY obligation fbr payment of this Agreement beyond the current fiscal year end is contingent upon and limited by the availability of COUNTY funding from which paymenl can be made. and invoices shall be rendered "monthly" in arrears. In the State olCalifbmia.
Government agencies are nol allowed to pay excess interest and late charges. per Government Codes.
Section 926.10. No legal liability on the part ofthe COUNTY shall arise for payment beyond June 30 of each calendar year unless funds are rnade available for such payment. In the event that such f-unds are nol forthcoming fbr any reason. COUNTY shall immediately notify CONTRACTOR in writing: and this Agreement shall be deemed terminaled. have no further force. and effect. 1 Rc!isron li(16/2(l2l
SEP I 0 2024 3r,
AGREEMENT # ITA RC-OO93O
Hold Harmless/I ndem nification:
4.1 LSP shall indemnify and hold harmless the County of Riverside. its Agencies. Districts, Special Districts and Departments. their respective directors, officers. Board of Supervisors. elected and appointed ofllcials. employees. agents and representatives (individually and collectively hereinafter ref'erred to as Indemnitees) from any liability, action, claim or damage whatsoever. based or asserted upon any services, or acts or omissions, of LSP, its officers. employees. subcontractor. agents or representatives arising out of or in any way relating to this Agreement. including but not limited to property damage. bodily injury. or death or any other element ofany kind or nature. LSP shall defend the Indemnitees aI its sole expense including all costs and t'ees (including. but not limited. to attorney fees. cost of investigation, defense and settlements or awards) in any claim or action based upon such acts. omissions or services.
1.2 With respect to any action or claim subject to indemnification herein by LSP. LSP shall, at tlreir sole cost, have the right to use counsel oftheir own choice and shall have the right to adjust, settle. or compromise any such action or claim without the prior consent of County: provided, however, that any such adjustment. settlernent or compromise in no manner whatsoever limits or circumscribes LSP indemnification to Indemnitees as set forth herein. 4,3 LSP obligation hereunder shall be satisfied when LSP has provided to County the appropriate form of dismissal relieving county lrom any liability for the action or claim involved.
Alteration or Changes to the Agreement
The Board of Supervisors and the County Purchasing Agent and/or his designee is the only authorized County representalives who may at any time. by written order. alter this Agreement. Il any such alteration causes an increase or decrease in the cost ot. or the time required for the perl'ormance under this Agreement. an equitable adjustment shall be made in the Agreemenl price or delivery schedule. or both, and the Agreement slrall be modified by written amendmenl accordingly.
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Re!ision l/06/:(ll I
.1.
5. Termination:
5.1 County may terminate this Agreement without cause upon thirty (30) days written notice served upon the LSP stating the extent and elfective date of termination.
5.2 County may, upon five (5) days written notice terminate this Agreement for LSP default. if LSP refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger perlbrmance and does not immediately cure such iailure. In the event of such tennination, the County may proceed with the work in any manner deemed proper by County.
5.3 LSP rights under this Agreement shall terminate (except tbr fees accrued prior to lhe date of termination) upon dishonesty or a willfulor material breach ofthis Agreemenl by [-SP; or in the event of LSP unwillingness or inability for any reason whalsoever to perfbrm the terms of this Agreemenl.
ACREEMENI' # ITARC.O09]O
7. Notices
All correspondence and notices required or contemplated by this Agreement shall be delivered to the respective pafties at the addresses set fbrth below and are deemed submitted two days after their deposit in the United States mail, postage prepaid:
LSP
Insight Public Sector, lnc.
Attn: Brittany Dunaway
2701 E. Insight Way
Chandler. AZ 85286
SLEDContracts@insi ght.com
Insu rance
Without limiting or diminishing the LSP'S obligation to indemnify or hold the COUNTY harmless, LSP shall procure and maintain or cause to be maintained. at its sole cosl and expense. the following insurance coverage's during the term of this Agreement. As respects to the insurance section only. the COUNTY herein refers to the County of Riverside, its Agencies, Districts. Special Districts, and Departments. Iheir respective directors. officers, Board of Supervisors. employees. elected or appointed officials. agenls. or representatives as Additional Insureds.
Il the LSP has employees as defined by the State of Califbrnia. the LSP shall maintain statutory Workers' Compensation lnsurance (Coverage A) as prescribed by the laws of the State of Calilbrnia. Policy shall include Employers' Liability (Coverage B) including Occupational Disease with linrits not less than $1,000,000 per person per accident. The policy shall be endorsed to waive subrogation in f'avor of The County of Riverside. Policy shall name the COUNTY as Additional Insureds.
B, Commercial General Liabilitv:
Commercial Ceneral Liability insurance coverage. including but not limited to. premises liability. unnrodified contraclual liability. products and completed operations liability. personal and advertising injury. and cross liability coverage. covering clairns which may arise from or out of l-SP'S perfornrance of its obligations hereunder. Policy shall name the COUNTY as Additional lnsured. Policy's lirnit of liability shall not be less than $2.000.000 per occurrence combined single limit. Ifsuch insurance contains a general aggregate limit. it shallapply separately to this agreement or be no less than two (2) limes lhe occurrence limit. Policy shall name the COUNTY as Additional lnsureds.
C. Insurance Requirements for IT Contractor Services:
LSP shall procure and maintain for the duration ofthe contracl insurance against claims for injuries to person or damages to properly which may arise from or in connection with the performance of 3 COUNTY
Riverside County Information Technology
Attn: Procurement Contract Specialist
3450 l4th Street
Riverside- CA 92501
8. Rc!rsion l/06/201I
A. Workers' Compensation:
ACREEMENT # ITARC-OO93O
the work hereunder by the LSP. its agents, representatives. or employees. LSP shall procure and maintain lor the duration ofthe contract insurance claims arising out oftheir services and including. but not limited to loss, damage, thelt or other misuse ofdata. intiingement ofintellectual property. invasion of privacy and breach of data.
Cyber Liability lnsurance. with limits not less than $2.000.000 per occurrence or claim, 52,000.000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by LSP in this agreement and shall include. but not limited to, clairns involving infringemenl of intellectual property, includirrg but not limited to infringement of copyright. trademark. trade dress. invasion ol'privacy violations, information theft. damage to or destruction of electronic information, release of private information. alteration ol electronic information, exlortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with Iimits sufficient to respond to these obligations.
lf the LSP maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or higher limits maintained by the LSP. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. Policy shall name the COLTNTY as Additional Insureds.
D. General lnsurance Provisions - All lines:
I) Any insurance carrier providing insurance coverage hereunder shall be admitted to the Stale of California and have an A M BEST rating of not less than A: VIII (A:8) unless such requirements are waived. in writing. by the County Risk Manager. If the County's Risk Manager waives a requirement for a particular insurer such waiver is only valid for that specilic insurer and only for one policy term.
2) The LSP must declare its insurance self-insured retention for each coverage required herein.
Ifany such self'-insured retention exceeds $500.000 per occurrence each such retention shall have the prior written consent of the County Risk Manager belore the commencemenl of operations under this Agreement. Upon notification of self-insured retention unacceptable to the COtjNTY. and at the election of the Country's Risk Manager. LSP'S carriers shall either; l) reduce or eliminate such self-insured retention as respects this Agreement with the COUNTY. or 2) procure a bond which guarantees payment of losses and related investigations, claims administration. and delerrse costs and expenses. 3) t-SP shall cause LSP'S insurance carrier(s) to f'umish the County ol'Riverside with either l) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein. and 2) if requested to do so orally or in writing by the County Risk Manager" provide originai Certified copies of policies including all Endorsements and all attachments thereto. showing such insurance is in l'ull lbrce and effect. Further. said Certificate(s) and policies of insurance shall contain the 4 Itc\rsron l/06/2021
AGREI]MENT # ITA R('-OO9IO
covenant ofthe insurance carrier(s) that a minimum ofthirty (30) days written notice shall be given to the County of Riverside prior to any material modit'ication, cancellation. expiration or reduction in coverage of such insurance. If LSP insurance carrier(s) policies does nol meet the minimum notice requirement fbund herein, LSP shall cause LSP's insurance carrier(s) to furnish a 30 day Notice of Cancellation Endorsement. 4) ln the event of a material modification, cancellation. expiration, or reduclion in coverage. this Agreement shall terminate forthwith. unless the County of Riverside receives. prior to such effective date" another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage's set forth herein and the insurance required herein is in full force and effect. LSP shall not commence operations untilthe COUNTY has been furnished original Cerrificate (s) of Insurance and certified original copies of endorsements and ilrequested. ceftified original policies ofinsurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier to do so on its behalf shall sign the original endorsements for each policy and the Certificate of Insurance.
5) It is understood and agreed to by the parties hereto that the LSP's insurance shall be construed as primary insurance. and the COUNTY'S insurance and/or deductibles and/or self-insured retention's or self-insured programs shall not be construed as contributory. 6) If. during the term of this Agreement or any extension thereof. there is a material change in the scope ofservices: or. there is a material change in the equipment to be used in the performance ofIhe scope ofwork; or. the term ofthis Agreement. including any extensions thereof. exceeds five (5) yearsl the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement, if in the County Risk Management's reasonable judgment. the amount or type of insurance carried by the LSP has become inadequate.
7) LSP shall pass down the insurance obligations contained herein to alltiers ofsubcontractors working under this Agreement.
8) The insurance requirements contained in this Agreement may be met with a program(s) ol' self'-insurance acceptable to the COUNTY.
9) LSP agrees to notify COUNTY ofany claim by a third party or any incident or event that may give rise to a claim arising fiom the perfbrmance of this Agreenrent.
9. General:
5 Itcvisrolr l/06/20l I
9.1 This Agreement. including any attachments or exhibits. constitutes lhe entire agreement of the parties with respect to its subject matler and supersedes all prior and contemporaneous representations. proposals. discussions and communications, whether oral or in writing. This Agreement rnay be changed or modified only by a written amendment signed by authorized representatives of both parties.
AGREEMENT # ITARC.OO9]O
9.2 This Agreemenl shall be governed by the laws of the State of Califomia. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the Superior Court ofthe State of California located in Riverside. California. and the parties waive any provision of law providing for a change of venue to another location. In the event any provision in this Agreemenl is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
9.3 The following documents are attached to and incorporated into this Agreement:
Exhibit A: Scope and pricing.
Exhibit B: LSP Reporting of Active Enrollments.
Exhibit C: Microsoft LSP Participation Form.
Exhibit D: Microsoft EA Benefits for Government Agencies.
Exhibit E: Microsoft Enterprise Agreements and Amendments.
El) Microsoft Enterprise Agreement No. 8084445.
E2) Microsoft Select Plus Agreement No. 7756479.
E3) Amendments No. l- EA Custom TennsCTM (Documenl No. CTM-CPT-oPT-FWK) E4) Amendments No. 2- EA Custom Tenns (Document No. CTM-FWK-CTC-AGR).
9.4 In the event of any conflict or inconsistency between the terms and conditions of this Agreement and arry terrrs or conditions set tbrth in any of the attachments, purchase order(s), or olher document relating to the transactions contemplated by this Agreement. the terms and conditions set fofth in this Agreement shall prevail.
9.5 This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each party of this Agreement agrees to lhe use ofelectronic signatures. such as digital signatures that meet the requirements ofthe California Unifonn Electronic Transactions Act (("CUETA") Cal. Civ. Code $$ 1633.1 to 1633.17). for executing this Agreemenl. The parties lurther agree that lhe electronic signatures of the panies included in this Agreement are intended to authenticate this writing and to have the same force and el'fect as manual signatures. Electronic signature means an electronic sound. symbol. or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUETA as amended from time to time.
The CUETA authorizes use of an electronic signature for transactions and contracts among parties in California. including a government agency. Digital signature means an electronic identiller. created by computer" intended by the pafty using it to have the same lbrce arrd effect as the use of a manual signalure. and shall be reasonably relied upon by the parties. For purposes of this section. a digital signature is a type of"electronic signature" as defined in subdivision (i)ofSection 1633.2 of the Civil Clode.
R.\is(D I/l)6/10l l
9.6 If the signatory or entity is a corporation. the siqnatures of two comorate officers (the 6 AGREEMENT # ITARC-OO93O
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement.
SattTriedlandar
By' By
Chuck ashington Name: Scott Friedlander
Title: President
nut"d, Ju[ 8,2024
Chair ofthe Board of Supervisors
Daled:
ATTEST:
Kimberly Rector
Clerk of the Board
Bv:
APPROVED
Minh C. Tran
TO FORM
Co unsel
lc ido
Deputy ounty Counsel
Dated: vlqlzo "q
7 Re,'rsron l/06/2021
SEP 1 0 2024
3J)
president. vice president. secretary. assistant secretary. Chief Financial Officer (i.e. treasurer), or assistant treasurer) are required on the agreements. The signatures must be in the following combination: president or vice president and secretary. treasurer or CFO. For example. the sisnatures of a president and a vice oresident would be insufficient. lf signed bv a sinele corporate officer. a corporate resolution. authorizing the one officer to bind the corporation. signed by the Board of Directors of the corporation. is required. The corporate resolution must authorize the signatory to sign agreements on behalf of the comoration.
Ifthe entity is a limited liability company (LLC), the signatory is authorized signer as set forth in LLCs operating agreement.
COUNTY OF RMRSIDE, a political
subdivision of the State of California
INSIGHT PUBLIC SECTOR, INC., an Illinois
corporation authorized to conduct business in the
State of California.
By'
Paula
I lto fio:f
DocuSign Envelope lD: 8F 247 AE4 -2AAE-141 B-8F5A-FC77A475EFCD tNslGHT PUBLTC SECTOR, tNC.
an lllinois corporation
Consent in Lieu of Soecial Meetins of the Eg3Id_SLDiIgglgtE ESISUe$19-SSS! lllinois Business Corooration
Act of L983
The undersigned, being all ofthe directors of INSIGHT PUBLIC SECTOR, lNC., an lllinois corporation (the "Corporation"), acting pursuant to Section 8.45 of the lllinois Business Corporation Act of 1983, do hereby consent to the adoption of, and do hereby adopt, the following resolutions, effective as of January 7,2023, and declare them to be in full force and effect as if adopted at a regular scheduled meeting of the Board of Directors of the corporation:
RESOLVED that the following persons are hereby elected to the following offices ofthe Corporation with such powers and duties as provided in the Articles of lncorporation and Bylaws of the corporation, until the next annual meeting of the Board of Directors or until his or her successor(s) are duly qualified and elected:
RESOLVED that all business transacted by the Corporation, and all acts of the directors and officers of the Corporation with regard to the tra nsaction of such business by the Corporation since the organization ofthe Corporation, are hereby ratified, approved, andconfirmed.
This consent shall have the sa me force and effect as the u na n imous vote of a ll the directors of the Corporation at a meeting duly called, convened, and held in accordance with the Articles of lncorporation and Bylaws of the Corporation.
DIR
Scott F ne
,A-&," A-'i,
Sharon
Scott Friedla nder President
Virginia Adams Treasurer
SecretarySharon Ennis
G lobal Compliance Officer
ln witness whereof, the undersigned have executed this written consent effective as of January 1,2023.
Officer Title
Lisanne Steinheiser
2 AGREEMENT # ITARC.OO9SO
Exhibit A
Scooe and pricins
l. The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (LSP) for Microsofi Master Microsoft Enterprise Agreement No.8084445; Software Licensing.
Software Support. Cloud Services such as Azure. lndustry Solutions Delivery (lSD) formerly Microsoft Consulting Services (MCS). Microsoft Unified Support and Microsoft incident response. Microsoft Select Plus Agreement No. 7756479.
The agreemenl with LSP as a LSP ol'the Microsoli Products and Services under Microsoti EA No. 8084445 is available lbr use by the County ofRiverside and governmental agencies within the State of California. The LSP will serve as the liaison between the political entity for enrollments under the Microsoft EA.
The LSP may remain the LSP for the Three 3-year duration of the Enrolled Affiliate's Enterprise Agreement Enrollment. All True-Ups during the 3-year enrollment (orders for new products. etc.) by Enrolled Affiliates are required to be submitted only through the Alfiliate's selected LSP. Multiple [,SP's cannot service a single Enterprise Agreement Enrollment. Enrolled Affiliate may at any time choose to transler their current enrollment lrom one LSP to another LSP pursuant to lhe transt'er terms set by M icrosoft.
The Enrolled Atllliate shall work with the LSP to detennine the annual payment, true-up commitment schedule defined in their enrollment.
The LSP u,ill provide reports showing year to date annual spend according to Enrolled Afllliate's specificalions. Frequency will be deterrnined by each Enrolled Affiliate (ie: rnonthly. quarterly. etc.).
The LSP will provide reports of licenses purchased and added on to enrollment according to Enrolled Affiliate's specifications. (lnterrded for an enrollment that has licenses for multiple agencies within a governmental body - ie county. city. elc.) Frequency will be determined by each Enrolled Alfiliate (ie:
monthly. quarterly. etc.).
The LSP will provide. at the Enrolled Affiliate's request, a licensing portal that allows the tracking of licenses beyond the capabilities of the Microsoft VLSC. This portal will show. but not be limited to. all licenses on the current enrollment. quantities of said licenses, track licenses at department/agency levels, transfer licenses to and from each department/agency. and have reporting functionalities. 8 I
5 7
8 9
R(!isr{nr l/06/2u21
LSP's Scone and resnonsibilities
3. The LSP agrees to extend the same pricing, terms, and conditions Io every political entity, special district, in the State of Calilbrnia. It is understood that other entities sl.rall make purchases in their own name. make direct payment. and be liable direclly to the LSP oftheir choosingl and County shall in no way be responsible to any LSP for other entilies' purchases.
6. Each Affiliate will conrmunicate to the LSP the compensation tenns applicable to their agreement.
AGREEMENT # ITARC.OO93O
10. The LSP will provide training to the Enrolled Affiliate's Microsoft administrators on Microsoft portals such as the VLSC. Office 365, Azure. etc. within 30 days of receiving a purchase order for such products that introduce a new portal. LSP should outline what aspects oftraining they feel would be heneficial in their proposal.
ll. The LSP will provide documentation to the Enrolled Afllliate within 90 days of when Microsoft has made a change to a license and advise of any grandfather or conversion rights within that same timeframe.
12. The LSP will provide a short synopsis ofwhy an amendment is needed and the ramification ofeach amendnrent to an enrollment at the time of such amendment.
13. The LSP will provide an updated price list on an annual basis or when Microsoft changes price point, whichever is sooner. in an Excel spreadsheet to the Enrolled Affiliate. This price list must capture. at minimum. the following categories fbr each product: SKU. product description, MSRP, NET (l-evel D), LSP's uplift and contracted unit price.
14. The LSP shall provide a list of enrollments. The list of enrollments is due 30 days after the contract signature and on January l5th ofeach calendar year during the agreement period. This list will include the agency name, contact person, email and phone number and annual spend. The intent of this is to track how many agencies within the State of Califomia piggyback off of the Master Agreement.
15. For any new enrollments entered into starting November 1.2024, the LSP will be charged 1.00% of the annual enrollment sales amount to leverage the Riverside County Master Microsoft Agreement No.8084445. and Select Plus Agreement No.7756479. which includes Software Lice nsing, Software Support. Cloud Services such as Azure, Industry Solutions Delivery (lSD), Microsoft Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. Existing enrollments entered into prior to October 31, 2024 will be charged a 0.5% administrative fee. This administrative fee will be an annual l'ee, per enrollment inclusive of Affiliates Shadow Enrollments.
16. The Servicing LSP shall provide Microsoft Enterprise Support Services fiom Microsofl to assist customers leveraging this contract vehicle in operation ofthe technology acquired and assist Riverside Master Participants in maximizing the benefits of this investment.
17. The Servicing LSP shall provide the ability to for the acquisition olMicrosoft services as the demand for individual product services or capabilities expand. The servicing LSP shall provide services to include Microsoft Unified. Industry Solutions Delivery (lSD). and Microsolt incident response. The Servicing LSP will have a valid Microsofi Master Services Agreement on file with Microsoft in order to resell Microsoft [Jnified Support. and Industry Solutions Delivery (lSD). Additionally. the contractor shall provide Microsoft dedicated Technical Supporl representatives and subject matter expe(s provided via the Microsoft enterprise agreement to support and assist Riverside County master participants in analyzing, architecting. implementing. managing, and operating solutions based on the licenses previously acquired or to be purchased in accordance with the terms ofthe Microsoli enterprise licensing program.
9 Rcvrsron l/06/2021
ACREEMENT' ITARC-(]O93O
18. LSP will be responsible for submitting a completed "Reporting of Active Enrollments" by January I 5th of each year for the prior calendar year.
19. The County of Riverside lnformation Technology (RCIT) will invoice the Awarded LSP annually based on the enrollments verified from LSP Reporting of Active Enrollments.
20. Payment is due to Riverside County Inlormation Technology thirty (30) days fiom invoice date.
21. The administrative fee shall not be included as an adiustment to LSP's Master Agreement pricing.
22. The administrative fee shall not be invoiced or charged to the Enrolled Affiliate.
23. Administrative fee checks shall be submitted to:
Riverside County Information Technology
Attn: Accounts Receivable
3450 l4Ih Street, 4th Floor
Riverside. CA 92501
Rr! rsior l/{)6/21)21
10 Pricins:
l. Microsoft EnterDrise License Subscription and services
2. Licensc Support Provider (LSP) Solution Area Specific Capability:
ACREEMENT # II'A RC-OO93O
Item Description Price Leyel Mlrkup'2,
Enterprise Online Services** (including Full USLs, From SA USLs, Add-ons and Step Ups) M365 E3 and 85. Enterprise
Mobility + Securify E3 and E5, Office 365 Enterprise El or E3, Windows l0 Enterprise E3 or 85.
Level D 1.75
Enterprise Products (Office 365 Pro Plus. Windows 10
Enterprise. Core CAL Suite, Enterprise CAL Suite). l.evel D r.75 Additional Products (M365 Fl, M365 E5 Compliance, M365
E5 Security, Office 365 Enterprise F l, Project Online, Visio Online Plan I or Plan 2, Dynamics 365, Azure. SQL Server.
Windows Server, etc).
l.evel I) i.75
Server and Tools Product (applies to Server and Clor.rd Enrollments only) SharePoint Server. SQL Server. BizTalk Server, Visual Studio. Core Inliastructure Suites. etc. l,evel D 75
Allproducts for Select Plus Agreement No.7756479 2.00
Microsoft Unified Support Services 2.50
M icrosoft Consulting Services 2.5 0
M icrosott Incident Response 2.5 0
Soluti0n Area Specific Capability Number Customer Size Referencc? Number of successful customer production
mail deployments/m igrations? 500+
All sizes
includ ing public
sector agencies
Yes
500+
All sizes
including public
sector agencies
Yes
Number of successful customer production
Teams deployments/m igrations?
I 00+
Allsizes
including public
sector agencies
Yes
Number of successl'ul customer production
l'eams Voice deployments/PBX migrations?
I 00+
All sizes
including public
seclor agencies
Ycs
Number of people with specialized expertise
on technologies listed above
| 000+
All sizes
including public
seclor agencies
Yes
Ite!rsion ll)6/2021
11 Number of successful customer production
SharePoint deployrnents/m igrations?
Data and Artificial lntelligent Certifi ed Competency (Yes/No) Hourly Rate (On Premise)
Build Intelligenl Apps Yes $ 150-$275
Build Intelligent Agents Yes $150-$275
Machine Leaminq Yes $ 150-$275
Intemet of Things Yes $ 150-$275
Clobally distributed data Yes $ 150-$275
OSS Databases Yes $ I 50-$275
Cloud Scale Analvtics Yes $ I 50-$275
Data Platform Modernization to Azure Yes $ r s0-$275
Windows Server on Azure Yes $ I 50-$275
Security & Manaqement Yes $rs0-$27s
Datacenter Migration Yes $ r 50-$275
Modern Business Intelligence Yes $ r 50-$275
Copilot Yes $ r 50-$27s
Biz ArrDs
Customer Service Yes s 150-$275
Field Service Yes $ r 50-$275
Marketing No NA
Talent No NA
Finance and Operations Yes $ r 50-$275
Business Central Yes $ r50-$275
Power Apps Yes $ r50-$275
Power BI Yes $ r50-$275
Apps and lnfrastructure
Azure Stack Yes $ r50-$275
High Performance Compule No NA
Cloud Native Apps using Serverless Yes $ 150-$275
Modernize Apps Yes $ I50-$275
SAP on Azure No NA
Linux on Azure Yes $ 150-$275
Dev Ops Yes $ I 50-$275
Business Continuity & Disaster Recovery Yes $ 150-$275
Windows Server on Azure Yes $ r50-$275
Security & Manaqement Yes $ ls0-$275
Datacenter Migration Yes $ 150-$275
l\todern Workplace
User Adoption & Change Management Yes $ I 50-$275
Securit\ Yes s r 50-$275
GDPR & Compliance Yes $ I 50-$275
Teanrwork Yes $ | 50-$275
Calling & Meetings Yes $ | 50-$275
Modern Desktop Yes $ t50-$275
Office 365 Migration Assistance Yes $ r50-$275
\4a il Yes $ r50-$275
Teanls Yes $ r50-$275
SharePoint Yes $ r50-$275
OneDrive Yes $ r50-$275
3. License Support Provider (LSP) service rates:
ACREEMENl' # ITARC-OOg3O
Ittl rslon l/06/2021
12 AGREEMENl' # ITARC-OO93()
LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name Compony nome
RIVCO
Contract lD TBD
Master
Enrollment
Enrollment
Number:
Enrollment
Entity:
Start
Date:
End
Date:
Annual
Sales
Enrollment
Contact:
Enrollment
Contact
Email:
Enrollment
Contact Tel:
County of
Riverside
xx/xx/
xxxx
xx/xx
/xxxx lohn Doe
Revislon l/06/2021
13 Exhibit B
ttl
AGREEMENT # ITARC-OO93O
Exhibit C
MICROSOFT LSP PARTICIPATION FORM
JX 3lrTH
Chi.t hromrtion Ofi<.r T RTIII PEREZ. ACIO
E.t rpns. Apptic.bfii Bur.:u
OARRYL POLX
Chi.t Tehoology Ofi{r
CIT GUITAVO VAZaUEZ, ACt('
C..v..g.d C,dnhusla.r Bso.uTRACY TALXAX
O.pory Ok dor Adm'n - rT
arTxoxY cltocrYoJr
Chi.t lntomrtid S&orav Otta.
x.ARAN CHAlaOi X, AC|O
lEn^orogy S.Bi€r Bur..u
Microsoft LSP Participation Fomr
(RrQ fl rrAAC-0O532.{n.cbmn. 2)
Complctc thir form and r.turn to:
AttEntin: Unda Fakhoori
E-ni.ll: ItathotlndDnvco oro
PrymGnt ahould bc mada to:
Rivcrtirc Couty hlormrton Tccioology
3/r5O l4th St .c( Foudn Fbor
Rivcr.ido. CA 92501
County of RNcrlije TIN ti 95-6q)0930
Company Namc: lnioht Public Secioa. lnc.
Narne ]ScoU Fncdbndcr Ti!e: SVP Pubtc Sector
2701 E hsioht Wev
Cryl Zlp Cod.rA52A6_Tclcphonclr 30l-233-2392
s/2t2O24
Thc Count of RivcEidc - tlrc h€t ot lh. Lcro-i ll..t r AgrccrrEnt No. oo8aaas. At qu..lbor rlgrrhg lhc galatuctr and lccrBing .hou5 bG *cctcd to Uk,roA
Ay sbnilg b6lo*. I am rqracing b pay t'la panicigalioar fcca ,o( crch onrolknant thlt rr cltlurlhGd by bvcr.ging th. County ol Rivcrli(rc ltdicr AgrG.rn6rt in .ccoft|nc. to lhc sctrGdulE rclGrlncad on RFO * ITARC{Xr532 .nd .ny urb.eqrcri cont .c!r .nd , or.flrGrinEnb- Oy dgnirE b.br, I .l.o .gLrc! lh.t .ll Gn,ollr.olr wii b6 lub.nlicd lo Mtraorl darDct, to Epo.l Gorolm.nl .ctvily .nd comDay to lrrc p.yrnent rch.drrb pcr RFO , ITARC{Xr532 b Rivlr'lrirc Co6ty tnro.rnrtiro TcchrEao9y.
Pl6alc rarcrEnc! tic ]lmltancc irtoamalio.r abovc ,or wlErc b t nd flG pa!'Dart Falurc b co.rrply may llaul in thG award baiog rr3cia|dcd.
Sign.tur.
Scott Friedlander
Datc
tPs svP
TiIIE
Em.il: [email protected]
Re!isron I/06/2021
1,4
S.otl F.bdlend.rCDh.'oht ..h
AGREEMENI' # ITARC-OO93O
Exhibit D
Microsoft EA Benefits for Government Agencies
Reduced Paperwork
Reduced number of separate documents to review - by consolidating amendments into a single document. Many ofthe amendments previously required are now built into the enrollment document.
Customers utilizing the County of Riverside EA Master Agreemenl may choose either an Enterprise Enrollment or a Server and Cloud Enrollment (or both) depending on their needs.
Standard Pricing Across all platforms
Microsofl will provide LSP's (authorized EA LSPs on this contract) with Covernment Level-D, pricing oiFofpublished "LSP cost" all platforms. Azure discount is a factor ofthe consumption rate.
This will make it easy when calculating New, Additional product, and True-up purchases at the beginning or during your Enterprise Agreement Term. It also reduces possible confusion among paftners.
E3 No charge Onboarding Services
Microsoft assisted onboarding is now a benefit of Olilce 365 M icrosol'l lntune, Azure AD Premium and Azure ItMS. Eligible customers will receive guidance from a dedicated group of onboarding expems known as the Microsoft FastTrack Center (FTC) to onboard to these services. The FTC uses an onboarding approach known as FastTrack to help you. your lT Team. and or Pa(ner, confidently onboard new users and capabilities. Programs are subject to change and/or evolve.
E.l No Charge Security Incident Assistance
Microsoft will engage special security teams in the event ofan exploit ifyour organization leverages Microsoft security technologies as part of your enterprise agreement commitment. These teams will help you identify and stop the malicious attack and triage the incident. See your Microsoft Sales Executive for more details.
E5 Raise and lower commitment for hosted services during the Enterprise Agreement Period You can raise your commitment fbr hosted services like 0365, CRM, Azure during the current EA year and only commit to the remaining months in that year. Example: your anniversary for your Year-2 term is in November and your adding 100 Office 365 users in May. You will only be obligated to pay for the 6 months leading to your anniversary. Additionally, you can now true-down hosted services al your anniversary to the original commilment level as well.
E6 Additional Software Assurance benefits
With New Version Rights, you can upgrade each Microsoft product license that is covered by active Software Assurance to the most recent version for no additional cost. When a new version of Microsofl Olfice is released during the lerm of your agreement. your licenses are automatically upgraded to the ne$ \ersion.
EI
E2
Office Roaming Use Rights: Help expand end-user productivity and extend the value of your virtual desktop environment with Office Roaming Use Rights, which lets users with Software Revrsron I/06/?02l
15 ACREEI\4ENT # I1'A RC-OO93O
Assurance on Office, Project, or Visio remotely access their software on their virtual desktops from third-party devices.
Spread Payments: Spread the costs of your License and Software Assurance purchase across three equal, annual sums versus one up-front payment to help reduce initial costs and aid in forecasting annual software budget requirements up to three years in advance. When you use the Spread Payments benefit, no interest or additional fees are incurred. You may also consider Microsoft Payment Solutions to help finance your technology needs, including software, services, partner products, and hardware. Although Microsoft Payment Solutions is not part of Software Assurance, you can choose it separate from, or in addition to, the Spread Payments benefit to creale a customized payment structure.
Step-Up Licensing: Volume Licensing customers with Software Assurance can migrate from a lower edition to a higher edition software product while maintaining their Software Assurance coverage on a given product. The Step-up License makes it easier for you to move from a lower level edition to a higher-level edition without incurring the full cost of licensing two separate editions of the software.
Re\isron l/06/2021
16 More information about the Software Assurance by products as listed above can be found at:
https://www.microsoft.com/en-us/LicensinF/licensing-orogra ms/software-assu rance-bv- product.aspx?83ffdda4-a263-4123-9752- 1 122538c0a96=True
2.lnsight Public Sector lnc.- LSP Agreement no.
ITARC-g3O.FINAL
Final Audit Report 2024-07 -OA
Created:
By:
Status:
Transaclion lD
2024-07-04
Penny Musser (Penny.l\[email protected])
Signed
CBJCHBCAABAAHeN,lbvMzZrepnbpxmYcjzjidgJ_gw[I8ZQ
"2.lnsight Public Sector lnc.- LSP Agreement no. ITARC-930-F| NAL" History
t\ Document created by Penny Musser ([email protected]) 2024-07-08 - 4:36:50 P[, G[4T- lP address: 20-94.5.128
L i Document emailed to [email protected] for signature 2024-07-08 - 4:38:04 PM GMT
3 Email viewed by [email protected]
2024-07-08 - 8:2035 PM GMT- lP address: 108.51.31.121
do Signer [email protected] entered name at signing as Scott Friedlander 2024-07-08 - 8:21:07 P M GMT- lP address: 108.51.31.121 de Document e-signed by Scott Friedlander ([email protected]) Signalure Date: 2024-07-08 - 8:21i09 PLi GMT - Time Source: server lP addressi 108.51 .31.121 g Agreement completed.
2024-07-08 - 8:21:09 PM GMT
@ moUelcrcbatSlgr
Exhibit E
Microsoft Enterprise Agreements and Amendments
E l) Microsofl Enterprise Agreement No. 8084445.
E2) Microsoft Select Plus Agreement No. 7756479.
E3) Amendments No. I - EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK) E4) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR).
Rc!rsion l/06/2021
1,7
AGREEMENT # ITARC-OO93O
E Mir:r,:sc,'ft
Program Signature Form
\/ol u trr c. l-i cert s in g
004-kayleed-S.04
8 084,1+s
Notc: Elller lhe applioahle active nrrrbert nssocialed vrilh lhe documents bclo\,/. Microsofl requites the associale(l aclive nurr)tler be hxlicated here. or lisled belDw as ne\4 This si$nalure lorn an(l all corrlracl docunents id€nlilied in lhe lable belo$/ are efilered iDto betvleen lhe Cirslomer and thc Microsolt Affiliate signing, as of lhc cllcclivc date idenlitad belo,,,/. lrlF{
By signing below, Cuslomer and the l,ricrcsLlll Alliliale agree that both parlies (1) have rcccivcd, rcad aId underslar]cj lhe above coDllact docur'rents, incl!diDg a,)y w€bsites ordocu[)ents incorporated by relerence and any anrendmerrts and (21 agree lo be bound t y lhe lerms of all sLich documcnts.tr'r. a
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f;l fi/iicr.crsol,t Vohtrnc: l-icensing
Amendment to Contract Documents
004-kaylee(l.S-04
Tlris r!rncndmcnl ('Amcndment") is enleled irrlo betweer] tlre parlies i(lentilied on tlrc altaclre.J ptoorarn si0natlr6lorm. lt arnel]ds the Enlollrnenl or Aq reerr)e rl ider rtilied ilbove. Alllerms use(l hol nol (lolined in llris Amendrnpnt vlill lrave lhe same n]eanings providL.d in that Enrollmenl or Agreerlrent Enterprise Agreement
Custom Terms CTIVI
'1, Seclign 6a, "-fcrn". is l'rcreby arnended aod restaled as lollows:
a, Tenn. Tlr€ lerm ol lhis Agreenrerll r,/ill rernarn ln effecl unless terrrin3ted lry €ilhe, parly as des,,itibcd l)elo\./ Etrch Errrbllnetll will lrrve lhc tcrm provi(lDd in lhal Enrollnrcnl
2. The pricing thal tlicrosoll \,/ill oftcr Ervolled Affiliate'li Reseller lor Enrollrncnls effeclive bclween Novel]rber '1, 201S lhrougll OctoDer 31, 2021 . arxl lhat vrill apply for lhe enlire initial terrr ofsucli El]roltnenls. is as lollows:
Prod0ct Price
Level
Examples lnctudc blll are not limilE(l 10
the lollowaog':
' ll'! cr.'trrples il(luC{ erkiro $ci!ir!! I |dta,e lv3illbrcnr eill €,llle corrrre.ciar or9(,e'nrn"nl croud ctie',n!:
''O.rilrinn EiierD,isp Onkre s.'!i.c. :rrn r'ter(rned ir lhe laraotl..i l erlns vrilh th? rel rnhE cl Ff) ' i!! the la'bles lry 'r'rog'i,n .4?!'lu5il,ty'. lll! 1o)$r ol Enlcrp,ir€ 0 irle 5g!iL-es i5 lulrip.rt lc dt!'44 .$ Eile'!l!e Orline gErvice!' are i,.:lleo urdil€d/rs!.se{ s. 'ernolad l,orn ll,e Cnle(orse D,cara'n c,lcrirl{r Ercllsior$ apnly lo lhc addilional 2y" discornl orl Entcrprisc Onlrrrc Selviccs as lolcr\'rs U365 E3 and E5, EnlerDrise Mohility +
Securily E3 and E5. Olfice 365 E,rerpr,se
E 1 or E3, Wirldows 10 Enterf,rise E3 or Es
Olfice 365 Pro Plus, V$ndo$/s 10
Enterpflse Core CAL Suile. Entert)rise
CAL Suile
Ellterprise Onllne Servlces"
(inciurlin0 l:ull USLs ljronr SA
USL5, Add ons a d Step ups)
Entcrprise Pro(lucts Level O
l-evel t)
rni US 2%
Ad(lilional Prodlrcts Level O
Server ar)d Tools Pro(luct
(appl€s lo Sener and Cloud
EIlrollnrenls Only)
Level D
N1365 F1. rU365 E5 Complianc€, M365 E5
SccLirity, Office 365 Errlcrprisa F1, Projccl
Orrline. Visirc Or!line Plarr I or Plarr 2
oynanrics 3ti5, .Azure, SOL Serv€r,
Wiodo,rs Server, elc.
SharePoinl Server, SOL Server EizTalk
S.jrvor. ViiUal Slu(lio Corc lnfraskuclufe
Sr les, elc.
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. The price lisl nlorth that applie5 to an order is rrol a factor in (lelermining,.vhellrer the addilio[al2% discour olr Er]terprise Onlirre Services may tre applied lo 3n ordor- The nnly applicahle factor is ihe ef[eclive date of the Enrol|nent. . -lhe cliscoont (loes rlot anDly to any extengirrns 01 the initral Tenn o. retretval Enrollmcnts
. The (lscounl (loes rot apply lo any prrxnolional Sl(Us. Enrolled Atfilirlp is entitleal lo llle lo',ver o[ the pron]oliol.ral price or discoLxrted price The price level that applies lo Enrollmellls elleclive olr 0r afler Novenlber ] , 202 I is Level D lor all Iiroiucls.
The Rcseller and llre Eorollecl Affali.3tc wlll (lelermine lhe Enrdlled Amliale's aouat pric! anrl paynrnnl lcflns.
Exce for changes nrade by lhis A.r errdll\eol, lhe E /ollr[ent or Agree[tenl identified above retrails unchanged and in trll force and eFfecl It there is any conflicl beh,]een any provision in this Amendme|tl itrld ar)7 pruyisiofl in the Errrollrrert or Agreernerl idellli,ie(lahove, lhis Anr(:ndlllefll strall (:onkol.
This Amendment must be attached to a signature form to l)e valid.
Micros ln rrral Use On
Rivr:rside County EA Amend 8.7.docx 0 rN,l C l[,l.CPl-OPT.liWK tlt) Anre.lmP! r1r.n,,,d,1 cTLr-cPT.Orr.F'r( EO
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Enterprise Agreement State and Local
This l/ticrosofl Eoterprise Agreem€nt (Agr€jement") is enlered into belween the entities idenlilied on the signat.rre form. I
Effective date, 'l he etfective date of llris Agieerrent is the earliest elfective date oF any Enrollnrent entered inlo lrn(ler this Agreernenl or lhe date Mjcrosolt accepts lhis Agreenrent, rehiclrever-is earlier This Agreement consists ol (1) these Agreement lerms and conditions, including any arnendrnents and the signature fornr and all altachments identilied therein, (2) the Pro(lLrct Terms applicable to Products licensed under this Agree,nertl, (3) lhe Online Services Terms, (4) arry Alliliate Enrollmenl enlered i|lto rmder thrs Agreement, an(l (5) any order subnritted under this Agrcement.
Please note: Docurnents relerenced in tlris igreemenl but not atlached lo the signature form nray be tound at lrtto.//\,,/ww I nic rosoll.corn/|ccrr sinn/contfacts and are incorporated in tllis Agreement l)y reference, incl(ding the Procluct Tenns and Use Rights. Tlrese documents may contain additional lerms and condilior)s For Prodrrcls licensed under lhis Agreemenl and may be changed irom lime to tine. Customer should review s(ch documenls carefully, bolh at the time o, signing an(l petiodically tlrereafter, and fully urlderstand alllefms and conditions applicable to Products licensed 1, Defirritions,
"Affilaate" rn€ans
a. wilh regard to Custorne/,
(l) any government agency, de'partnenl, oftice, ir)slrumerrfalily, division, unit or other entity of lhe slale or local governrdenl that is stlpervised by or is parl of Custorner. or vrhich srrpervises Customer or ol whicll Cuslomer is a part. or v/lrich is !lnder common supervision ,,, iltr Customer:
(ii) any county. borough. comrironwealth, city, municipality. tolvn. township. speciel purpose . distr-rcl, or other similar typb ol governmental inslrunrentalily established by the laws of Cuslomer's slate and localed whhin Customer's state iurisdiction and geographic boundaries: and
(iii) any other enlity in Custonre'r's state expressly aulhorized by the laws oF Customels stale to purchase under slate co tracts: provided lhal a slate and its Afliliates sh€ll not, for purposes of this delioition, be considered to be Affiliates of the federal govennrenl arld ils Al,iliates; and
b, \irllh regard lo tvlicrosoll, any tergal enlily lhal iricrosott owns, lhat owns Microsofl, or lhat is under csmmofl ownership nilh lvlicrosofl.
"Custor)rer' means the legal enlity that has entered rnlo lhis Aqreemenl with Microsoft t'"Custorner Data" means all dalb, inclLrding all tert. sound, soltrvare, image, or video files thai are providecl to Microsoft by. or on bahall of. an Enrolled Affiliste and its Atfiliates through (rse ot Online $ervices. "day" rneans a calendar day, excepl ,or refelences that specifv "business day" "Enrolled A,filiate" meads ar) e rily, either Custoroer or ar)y or,e of Custo[]efs Afliliates lhal has eltered into an Enrollm€nt under this Agrgement.
l:A2O lilniI(lrSjlil.(l(Erl(il(llo,,/?0 lC) Pnoctolll
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''Enrollmenl" means tlre docunent tllat an Enrolled Alliliale subnlits under lhis Agreement lo 0lace orders lor Proclucls
Erterprlse" means an Enrolled Aflilrale and thB Alfiliates for which il is responsihle and chooses on ils Enrollmenl lo inclUde ir rts enterprise.
'Fixes'rnearts Producl lixes, rnorJificatior s I or enhancements, or their (lerivatives, thal Microsofl either releases ger'rerally (suclr as Product servrce'packs) or provides lo Customer to address a specilic issue. ''License' rneans {he riglrl lo download, insti . access antl use a Product. For cerlain Products, a Lrcense lnay be available on a lixed torm or subscription basis ("Subscril)lion License"), Licelses for Online Servkes will be consi(lered Subscription Lrcerrses
"[,licrosoft" nleans tl]e Microsoft Alliliale that has en(ered inlo tlris Agreernenl or an Eorollnrent and ils Alliliales. as appropriale
"Online Serviqes" rneans the lVicrosolt-lrostJ<l services idelllitred as Online Seftices in the Product lerms.
I
"Online Services Ter rs'Dreans the addrtional lerms lhal apply to Customels use of Online Services published on the Volume Lrcensing Srle an(l'up(lale(l frorn Ilne lo lrnre "Producl" means all products idcntafied in lhe Producl Tenns, such as all Soltwale, Online Services and otl'rer web-based services, including pre-release or bela v€rsions. "Prod(,ct Terms'oreans lhe (locurrlenl lhal provldes infonnation about Microsolt Producls and Professional S€rvices a'./allable lhrough volunre licensing. The Produc,l Terms rlocument is published on lhe Volunre Licensino Site and is updaled.korn line to lime
"SLA" nreans Service Level ngreement, vlhiCh spedfies the minimurn seryice level ,or Online Services an(l is pul)lishpd on lhe Volume Licensing Site.
"Software" orelrns licerrsed copies ot ldicroscjlt software identiliecl on the I'roducl Terms. Sottware doei nol incl[de Online ServiDes, bul. Soflware n]ay be parl ol an Online Se,vice. .Softv,iare Assurance" is an olFeflnq Dy Microsoft thal provides nerv version rights and other benefils lor Prod{cts as further described in lhe Product'Terms.
^'liade Secrel" means informalion thal is not generally knolvn or readily ascerlainable lo the public, has econorhic value as a result, and has been subject to reasonable steps under the cirirrmstances lO mainlaln its secrecy. I
"Ltse" or'run" means lo copy, install. use, access, display, run or otheruise intetacl.
I.Use Righls' means the use rjghls or tenns of service for each Product pflblished on tlre Volurne Licensing Site and (pdated lrom time to time The Use Righls supersede the lerms of any end rlser license agreemenl that acconlpanies a Product. The Use Rights for Softleare ar? published by Microsolt iD lhe Produ':t I'enrs The Use Righls for Onlin€ SeFJices are published in lhe Online Services Terms. 'Volunre Licensing Sile' nreans hltD:/lw'$A'l.tlicr or a successor sile How the Enterprise program works.
a. Gerr€ral. Th€ Enlerprise progrirn consists ol the leflns and condrlions on which an Enrolled Aflilrate rnay acqune Prodlrct Licenses. Under the Enterprise program, Custonrer and ils Affiliates may order Licenses foi Producls by entenng inlo Errrollmenls l). Enrollnrents. The Enlerprise program gives Cuslor er and,lor its Afliliales the ability to enter inlo one or more Enrollments lo order Products, Subscription Enrollmenls may be availabl€ tor some of these Enrollrneots. l,Jolwithstanding any other provislon ol this Agreement, only Enrolled Affiliales identified in a'n Enrollmenl will be responsit le for cornplying \xilh the terms of lhal Errrolhhenl. includrng Ihe leans of lhis Agreement rncorfrorated by lelereoce in that Enrollnlent.
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2. Licenses. Ihe types ol Licerrses available are l1) Licenses ohlalned u der Soltr.]are Assurance (L&SA), arrd (2) Subicription Licenses. These Liccnse lypes, as well as additional License Types. are further desciibed in the Producl List.
3. Licenses for Products.
License Grarrt. Microsofl graols llre Enlerprise a norr--oxchrsive, vro.ld,ivide and limiled nghl lo do'.v[load, inslall and use sollware Products, and to access and use the Online Services each in the quantity ordered urdei ar Enrollment The righls granled are subject lo lhe te.ms of lhis Agreer|rent, lhe LJse Righls an(l the Producl Terms. Microsoft reser'/es all rights not exJrressly granled in this Aqreerhent
Ouration of Licenses. Subscription Licenses and tnost Softwaje Assurance riglrts are tenrporary and expire ,,.rhen thd applicable Enrollnrenl s terminated or expires, tlnless the Enrolled Affiliale exercises a buy-out oplion. which is available lor sorre SLrbscriplion Licenses.
Except as olherwise noled irl lhe applical)lo Eryoll|rent or Use Ri0lrts, all other l-ice ses becorne perpelual only ,.,.,hen all Dayrr]ents lor thal License lrave been nrade and lhe initial Enrollmenl lenn has expired.
At)plicable LJse Rlghts.
(i) Producls (other than Orrlirie Servlc€s). 'lhe Use Righls in eflecl on llre elfeclive date ol lhe applicable Enrollment ternl \.rill apply lo El)terprise's use of the versron of each Product thel is currenl al lhe lime. For fulure versions and new Producl8. the Use Rights in eftect rr,i hen llrose versions and Prod(rcts are first released willapply. Changes Microsolt makes to lhe Use Rights for a partiiular version will nol apply unless lhe Enrolled AFliliate chooses lo have lhose changes apply. The Use Rights applicahh lo perpettEl Licenses lhal lvere acquired under a previous agreemenl or Enrollrnent are detetrnined by lhe Agreernent or Enrollmenl under wllch they were acquired. Renewal ot Sottware Assurance does r)ol clrange $rrich Use Right.s apply lo lhose Licelses.
(ll) Onllne Servlces For Online Services. the Use Rights in ellecl on the subscription start date will at)ply for the sLrbscriplion term as delined in the Product Tern)s.
Downgra(le rights. Enrolled Afiiliale Inay use ar r earlier vefsiqn el a Producl other lhan Online Servjces than llre version that is current on lhe efleclive dale of the Efltollment. For Licenses acquired in lhe currenl Enrolheht tefln, the Use Rights lor the currerrlversion apply to the use of tlre earlier version. ll the earlier Producl versior) includes fealures thal are not in tlre nev/ version, tlren the LJse Rights applicable lo the ea.lie rersion apply wilh respect to those features.
New Versiorr Rlghts under Soltwirre Assurancc. Enrolled Affiliale rnusl orcler and marnlain continuo!s Software Assurance boverage for each License ordered. Wilh Soflware Assurance coverage, El]terprise autornaticdlly has ll]e right lo use a nerv version ol a licensed Ploduct as soon as it ,s released. even il Enlolled Afliliale chooses r)ol lo use the nev, version inllnedlalely (r) Except as olherwise permiltbd under an Enrollmenl, use ol lhe new versioo will be subject lo lhe new version's LJse Rights
(ii) ll the L icense for lhe ea.lier version of lhe Product ilr perpetual at lhe lime the new version is released, the License for the n€w version will also be perpelual Perpetual Licenses oblained through Sofl$are Assurance replace any perpetual l-icenses for the earliel verslon.
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l-iconsc contirmation. Thrs Agreement. the appliceble Enrollment, Enrolled Alfi|ate s oder confilralion, snd any documentatoD evidencing lranslers ol perpelual Licenses. togelher vJilh proof ol payr!)ent, r,,/ill he Enrolled Afliliate's evidence of ail Licenses oblained under .]n Enrollntenl.
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4 q. Reorganizations, corlsolidatlons and privatizations. lfthe num ber of ticense s covered Dy an Enrollment charlges by nlore lhan len percent as a result of ('l) a reorganization, consolidatior or privalizatio,i oi al] errtity or an operalirrg divisiol], (2) a privatization ot an Affiliate or an operaling division ol Errrolled Allilial€ or any of its Affrliat€s, or (3) a consolidatior) including a rnerg€r v,/ilh a lhlrd liarly thal has an existing agreemenl or Enrollmenl. MicrosDfl will ,,vork with Enrolled Afiliate in good faitlr to deternine how lo accomrnodale its r:hanged circumslances in the context of ihis Agreenrellt
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Making copies of Products ancl re-imaging rights.
a. Gcrreral. Efirolled Altiliate rnay' nuke as rnany copies of Producls, ss il needs lo distriDute lhem vr'ithi[ lhe EntsrprisB. Copios must be tllre and eornplete (inchrdiflg copyright and lradenrarl rrolices) lrorlr nlaster copies olllaine(l Ftonl a Mtcrosoft approved fulfillntent soIrce Enrolled Affiliale may use a third parly to make these coples, bUt Enrolled Afliliate agrees it $/ill be responsible for any third perty's sc(ions. Enrolled Affiliate agrees lo make teasonable efforls lo notrfy rts employees, agenti aid any olher individuals vJho use the Pro(lucts lltal the Pro(lucls are licensed lronl lvlicrbsofl and subject to the lerms of lhii ngreeDlent. b. Copies for training/eva[rataon and back"rp. For all l]roducts olh€r lhan Online Services.
Enrolled ,\ffiliate rnay: 11) use tlr lo 20 cornplimenlary copies of any licensed Product itl a dedicated training facility on its premises lor purposes of training on tlrat parlicular Prodrrcl, (2) use up to 10 complinrentary copies of any Producls lor a 60-day evaluation period, an<l (3) vse olle cornplimenlary cof,y (,f any licensed Producl Fo[ bacl<-up or archival purposes for each ol ils disllnct geographic locations. Trials for Online Se.vices may be available it specilied in lhs Use Righls
Right to re-image. ln cerlain cases, re.imagirlg is penrilled using lhe Prodrct media ll the Microsolt Producl is licensed (1) fronr an origh]al equipment manufacturer tOEM), (2) as a full packaged Producl through a relail source, or (3) !n(ler another lvlicrosof( program, tlren media provi(led u,rder this Agreernenlrrnay generally be used to create irnages for rrse rn place ol col)ies provided lhrough that seiarale so[rce. Tlris right is cooditional upon the lollov/ir]g:
(i) Separate Licenses nrlsl b€ acquired fronl lhs separale source for each Product that is re- imaged.
(ii) The Product, laoguage, version, and componenls af the copies rnade rnusl be idenlicallo lhe Product, language, verdion, and all conrponenls of lhe copies they replace and lhe llurllber (,t copies or inslances of lhe re-irnaged Product pernlitled renrains the safie. (iil) Except lor copies ol an opelatr0g systern and copies of ProdLrcts licensed under another Microson program, the Producl typB (e 0.. Upgrade or full License) re-lora-qed tnust he identicalto the Product lype licensed fror'r't the separate source. (iv) Enrollcd Affiliate musl adhere lo any Pr oducl-s pecrfic processes or requiremenls for re- imaging idenlified in lhe Procluct Terms.
Re-imaged Pro(lucts remain subject to the lerms arrd use rights ol the Liceos€ acquire(l fronl the separale source. This sullseclion does nol create or exlend any Microsolt warTanly or support obligation.
Transferring and reassign.ino Licenses.
a. Liconso traDsfers. License lrahsfers are nol permilted, except llrat Customer or an Enro led Afliliate may lransfer only hrlly-phid perpelual l-lcenses tor (i) an Affiliale, or
(ii) a thrrd pa.ty solely irl coine(:tion willr tlre lransFer ol hard\,/are o[ enlployees lo wholll lhe Licenses have been assiooed as trarl oF (A) a privalizaliorr of an Alfiliale or agency or ol an Fagc4oill
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6 operaling drvision o, Enrolled Allrliate or an Afliliate. (Ll) a reorganization, or (Cl a consolidation. I
Upon such transFer Cuslorner:or Enrolled Alfiliate mast uninslall and (lascorttir'tue usirlg the li(:ensed Producl ar)d render ani copres unusable
b. Notilication ot I-icellse Trar rsrcr. E r)rolled Afliliate nn rst nolr fy ltlicr osoll of a Lrcense translet by cornpleling a licenser transfer fornr, which can be oblained [rom htto:,//',!!w/ nlicro sall.conr/lrcensil]fl/r'ror rlr,lcls and sendir'rg lhe conlpleted lotn] to Microsorl belore the LicensE trans,er. No LicensB lransfer lvrll be valid uflless Enrolled Atliliale provides lo ll're lransteree, ar)d lhe transferee accepts ir'] rvriting, docum€nls suFficient lo enable the transferee to ascertair ttre scope, purpose and lirnilations of lhe rights granled by fulicrosoll under tlre licerrses being lransferred (includingthe af,plicable Use Rights. ose and lrallsfer reslrioliDns, u/arranties and lirnitalionsof iabjlity) Any License tralsler not rnade in corrrpliance rrilh lhis seclion ',vill be void I
c. lnternal Assigrrrrrenl of l.icerrses an(l Software Assurance. Licenses and Software Assurance must he assigned lo a single user o[ device wilhin lhe Enterprlse. Licenses anci Soltu/are Assurance may be reassigned within the Enlerprise as described irr lhe Use Riqlrts Term and terminalion.
a. Terir. The lefln oF this Agreenr dnl \ryill be 36 full calendar nronths [ron] lho effective dale ull less terminated by either party a$ described below. Each Enrollmeot wrll have the lerm provided in lhat Enrollment.
tr. T6rrnlnation wilhor.rt cause. Either party nlay lerminate th is Agreement, lvilhout cause, opon 60 da),s'written lroiice. I/I lhe event of lero)inalio.r, new Errrollments vrill not he accepted, blll any existinq Enrollrnent vill continue For the lerm of such Enrollment and will conlinue to De governed by lllis Agreernent.
c. Mkl-tcfln le.mlnallon for noll"hppropriation of Furxls. Enrolled Afftliate nray l,3rminate this AOreement or an Enrolhnent vrithout liability, Fenalty or fu(her obligalion lo make paynlerlts it lunds !o rnake paymenls under lhe Agreement or Errrollment are not approprialed or allocated by the Enrolled Alfiliale fo. such purpose
(1. Terminatior for cause. Wilhout limiling aoy ollrer rernedies il n)ay have. either pany may le nirale an Enrollmenl if lh€i olhsr parly nraterially brBaches its obligations un(ler this Agreemenl, including any obligaliorr to submitorders or pay invoices. Exceptwherethe breach is by its nature nol curable wilhin 30 days, the terminating parly must give the other party 30 days' notice ot its intenl lo terminate aod an opporlunity to cure lhe breaclr. t{ llicrosoft grves such rolice lo an Enlolled AFlilial6, Microsofl also will give Cuslomer a copy ol lhal ootice ard Cuslonrer adrees to help resolve lhe breach. ll lhe b,each aflects olher Enrollnrents and cannot be resolved bety/een Microsolt and En/olled AFflliale, logelher wilh Customel.s help, within a reasouable pe.iod of lime. fulicrosolt may lerntinate this Ag,eement and all Enrollnrents under it. ll an Enrolled Afliliate ceas€s to be Custorner's Affiliate. it tn(st pron)plly nolify Microsolt, and dlicrosoft may terminat€ the lormer Affiliale's Enrollment Il an Enrolled Affiliate tefininates its Enroltnenl as a result of a hreach l]y Microsoft, or if Microsofl ternlinates an Errrollment because Enrolled Affiliale ceases to be Cuslomer's Afllliate, then Enrolled Attilare e./ill har,/e the e;rly ternrination rights described in the Enrollnrent. e, Early teflnination. lf (1) an Enrolled Alliliate teaninales ils Enrollnrenl as a r€sull of a breach by Microsoft, or (2) if l\,Iicrosolt terminates an Enrollment because lhe Enrolled Aftiliate has ceased to lre itn Alfiliate ol Cuslorner. or (3) Entolled Alfiliate terminates an Enrollmenl fol nor)- appropriation of fUnds, or (4) Microsolt lerminates an Enrolluenl for non-payment due lo non- appropriation ol hrrds. then lhe Enrolled Afliliale v,,rlllrave the lollowlog options:
(l) lt may imnr€diately pay the iolal renraining amount due. incl(ding all irlslallmenls, ln u,/hich case the Erirolled nlfiliate will have perpelual rights for 3ll Licenses it has orderedt or h n2(l I ti^( r ( U ril:i LG lE,\lail(l'lor/'lO I i.il P;rlta5ol 1l Tr ,1xtrd,l X2O- lO!O!,
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( li) lt rnay pay only arrounls due as ol lhe lermination date. in lvhich case lhe Enrolled Afliliate \rill have perpetrral l-iceoses forl
1) all copies of Products (inchrding the latest version ol Products ordered under SA coverage in lhe crrrrent te[n) for which payrnent has been n]ade in full, and 2) lhe nLrmber of coDies of Froducts it has ordered (incl(idiflg llle lalesl version ot ProdLrcts ordered (nder Soflware Assurance coverage in currenl lerm) lhat is proportional to lhe totalbf inslallmenl Dayrireots pai(l versus lolal a,nounls due (paid and payable) if the early terminalion hacl Dol ocourred (iii) llr lhe case oF early lermination un(ler sut'scription Enrollments, Enrolle,i Affiliate will have tlre following oDlions: r
1) For eligible Pro(lucls. Eirolled Alfiliale may oblai.t perpelual Licenses as describe(l in the sectioo of the Enrollment titlecl 'Buy-out optrcn.'provided tha( Microsoft receiv€s the l)u/-oul order for lhbse Licenses wilhin 60 days alter Enrolled Affrliate provides notice of lerli']inalion
2) ln lhe event of a l)rearh t)y Microsoft, il Cuslorner clrooses not to exercise a buy-out oplion. l,licrosoft will isflre Enrolled Altilaite a credil for any amount Daid in advance for Subscription Licenses thal lhe Enterprise will not be able to use to do the lerminalion of the Enrollinent.
Nlothing in this seclion slrall aflect perpetual LlDe[se rights ac(luired eilher in a separate agreernent or in a prlor lerrr of the lefiIlirlated Enfollmeut Eltect of tcrminatlon oI expirailon..V\,/hen at) En/ollment expires or is teftninal€d. (i) Enrolled Aflitale must orderrLicenses for all coDies ol Producls it has.un for which il has lrol previously subnritted 3n brder. Any and allunpaid payments lor any ordsr ol any killd remain due and payable. Excepl as provided ir the s(bsectiorr litled "Early termination, all unpaid paym€nls lor Licenses immedialely become drlo and payable. (ii) Enrolled Aftrliale's ight to Softvare AssLrrance henefits under this Agreement ends if it does nol rertew Sollware As'surance
q, Modllicatlon or lerminallon of an Onllne Service for rcgulatory ,easons. tulicrosoll rrlay rnodily or ternrirrate an Orrline.Service !.rlrere lhere is any ctlrrent or luture ooveoinrent requirenent or obhgation thatr ll1) subjects tlicrosoft to any regulatio,l or requirenrer]l rrot generally applicable Io businesses oporaling in the jurisdictiont (2) presents a hardsllip for lvlicrosoll to continlre operating the Online Service without nrodification; and/or (3) causes Microsoft to believe llrese terms or lhe Online Servic€ may conllict with any such requiremenl or obligation.
lr- Prograrn updates. l'/icrosolt rnay mak€ clranges lo this F,ogram thal will make it necessary for Cuslomer and its Enrolled Afliliales to enlet into new agreemefils and Enrollments al the time ol an Enrollnrent rerewal. ,
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Use, ownership, rights, aid restrictiot s.-l
a. Pro(lrcts. Unless ollrerwrse specrlied in a sullplentental agreernenl use of any Product is governed by lhe tlse Rights sdecific to each Pr(duct 6lld versioo and by the terms of the applicable supplenrerrtal agreerienl.
b. Fixes. Each Fix is licerrsed under the sao]e ternrs as the ProdUct to which il applies It a Fix is rot nrovided lor a specifk; ProdJcl, any use riglrls tulicrosoll provides with the Fix u,ill apply c. Non-lMlcrosoft soltware ond t€.chnoloUy. Enrolled Aff iliale is sok:ly responsible fo( arry non - Microsofl soflware or technology that il installs or uses wilh lhe Prod!cls or Fixes [AZD l6A(jr tUS) SLGtt,\tGJ/Nov2r,\161 |.nlctori!
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d. Restrictions. Enrolled nffiliale must rot (a d is nol iicensed lo) (1) reverse engineer, deconrpile, or disassemDle any'frroclucl or Fix i2) inslall or use non-Microsofl sofiv/are or technology irr any way lhat would subjed l,Jicr€sofl s intellectual property or technology lo any . glher license lerms; or (3) wgrk aroun(l any technrcal hnilations in a Product or Fix or restrictions in Prodrict docu|nenlation. Cuslorner must not (and is rot licensed to) () separate and a(lrr pais ol a Producl or Fix on rnoie thaD one clevice, upgrade or dorvngrade parts ol a Product or Fix at di(erent lin, es, or lransfer parts oF a Proclu(:t or Fix separ ately: or (ii) dislribute, sublicense, rer'rl, lease, len(l ani Produc(s or Fixes n'r whole or in llart, or rse lhern lo olfL,f lrosling services lo a tlrkd party.
e. Reservation of rights. Producis and Frxes are protected by copyright and ollrer rnteltecltlal properly righls laws and anterdational treaties. fulicrosofl reserves all riqhts not exptessly granted in this agreemenl. l.lo rights,,vill be granled or irnplie( by vnive( o. estoppel Riglrts lo access or use Soltware on a tevice do not Eive Cuslonrer any right lo implemenl lJicrosoft l)ateots Dr other i,Iicr(,sofl i^tellectual property in lhe device ilself or in any other sollware or devices
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8. Confidentiality.
''Confidenlial lnlormalion'is non-public inlormation that is designated -confidenlial" cr that a reasonable pe,son should understah(l is confidenlial, including Cuslorner Dala. Conlidential lnfoflTlalioll does nol include infornlation that (a) heconres publicly ayailable !vilhoul a breach of lhis agree.nenl, (b) lhe recervng party received lay,rfully frorn anolher sourc€ withoul a con,identiality obllgation, (c) is independenlly developed, or (d) is a comrrenl or suggestion volLrnteered aboul the other parly's business Droducls or serv ces. j
Each parly v,/ill take reasonable sleps to prot€cl lhe other's Confidential lnfornatioo and v,/ill use th€ other party's Confidential lnformalion only for purposes ol lhe parties busirress relationship. Neilher party will disclose thal Confirlenlial lntonnation to lhild parties, excepl lo ils emFloyees. Affiliates, colllraclo/s, advisors and corrsullants {'Represenletives") and then only or) a need-to-know basis under oondisclosrrre olrl€ations al leasl aE prolective as thrs agreemerrt. Edch pany rernains responsiDE for lhe use ol lhe Confidential ln(oflnatiofl by its Represerttatives and, in the e',/ent oI discovery of any rrrrautl]orized use or disclosur€, rnust promplly noity lhe other party.
A party nray disclose the other's Confidenlial lrrforrnatioo if required by law; bul only aller it notilies lhe olhsr parly (if legally permissible) to enable the olher party to seel( a proleclrve order. fleither psrty is re(luired to restrict work assibnments of its Represenlatives v,/ho have had access (o Confidenlial lnforrnalion Eactr party agrees thal the use ol inlormation retair]ed in Representalives' unaided rnen]ories in lhe devslopment or deployrnenl of lhe parlies' respeclive products or services does [ol creata liabilily under this Agreen]enl or trade secrel la!v. and each party agrees lo lin'rit whal it (liscloses to llre olhel accordi'lglv.
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These obligations apply (i) for Cuslomrr D;la tlntrl rl rs (leleted frorn Ihe OrrlinE Seryices, and (ii) tor all other Conirdenlial lrFormalion. for a period ol five years aFler a party receives the Confidefltial lnfomration.
9. Privacy and comptiance inn U*".
a. Enrolled nftiliate conserlts to lhe processirlg ol personalinFormation by Microsoft and ils agents to Facilitale the s(tbject matter bf this Agreernenl. Enrolled Atliliate !,/ill oblain all required consents lrom lhird parties unddr applicable privacy and dala protection lavl before providing personal informaliorr 10 tiicrosoll
b, Personal informalion collecled uncler this agreernent (i) rnay be lrarrslerred, slored and processed in lhe United S(ates or any olher country in which Microsolt or its servrce providers maintain lacilities and (ii) ,rill be subiect lo lhe privacy terms sFecifiecl in the Use Righls liicrosofl will abide l)y lhe reqtlirements of Euror)eao Econornic Area and Swiss dala proleclion FA70 lGA0r{L'S}Sl Ci(litl{ ;)(t|rv20 I iii PnceTolll
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law regarding the colleclion, use, Iansle(. relention, and other ptocessing of personal dala fron the Eurorean E(olromi0 n iea and Switzerland.
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U.S. ex0orl. Productsand FixesaresubiEcl loU.S. exporl iurisdiction- Enrolled Affiliate nrusl comply with all apPlicable inlernational and national la\,/s, includir'tg lhe u.S Eyport ndrrinistration Regulalions and lnternatiol|al Traffic in nrms Regulations. and end-use., end use and deslination reslrlcllons isste(l by U S. and other goverornents related to lvlicrosofl ploducls, services atld teclrnologies.
10. Warranties.
a Linrited warranties and rernedies.
(i) Software. lttricrosoll war(ails lhat each versiorr of the Solh,Jare v,/ill perlorm sullstantially as described in the applicable Frod(Et docuntentation for one year from the dale the Enterprise is firsl licensed rfor lhal veEion ll il does nol and lhe Enlerptise notilies Microsolt within the waranty lerrir, llEn MicrosoFl wll, at its oplion (1) rel.urn lhe price t:nrolled nfliliale paid for the Soft,ivare license, or (21 repair or replace lhe Softlvare. (ii) Online Selvices lvlicrosoliwarrants that each Ool[re Service will perlorm in accordance wlth lhe applicable SLA (irtrlnq lhe Enlerprise's use. Ihe Ente/prise's renledies For breach of this warranty are in the SLA.
The remedies above ar€ the Enterprise's sole r€tnedies for breach ol lh€ v,/a[anties i llris seclion Custoiner waives any bt each of vr'arranty claints nol made during lhe warranty period. b. Exclusions. The urarranties in lhis agreement do nol apply lo problorns calsed by accident. abuse, or use in a nranner inconsislenl wilh this AgreetneIt. includlng faiture lo rneel nlinimum system re(luirerneots. Theserwananties (lo not apply lo lree, trial, pre.release, or betir Drodurts. or to conrponenls of prod(rcls that Enrolled Affiliate is permitted to redistribute. c. Oisclaimer, Except lor the'litnite(l warranties above, Microsoft provides no other walrarties or condltloos arid disclaims any other oxpress, implied. or statutory v/arranties, including rvarranlies ot quality, lifle, non-infrlngemenl, merchontabillty, al|d litness aor a parlic(llar l)rrrpose.
11. Defense ot third parly claims.
The parties willdefend each other against the third-party clainrs clescribed in lhis seclion afld will pay the amounl ol any resulting adverse final judgnient or approved settlement. but only if the defending parly is l)romplly notified in driting of the claim and has the right to conlrol tlre defel|se and any settlement of it. The party being defendad musl provide the delendir)g party,,./ilh all requesled assistarrce- tnlormalion, and aulhorily. The delending pa.ty r/ill reirnl)urse the other party for reasorlable oul-of-pockel exfreoses it incurs irl ploviding assislance. This sectlor] describes ths parties'sole remedies and er'rlire liabilily for such claims. a. By Microsofi. Microsolt willdelend Enrolled Alliliate againsl any third-party clainr to the exle nl it alleges lhat a Ptodrrct or Fix made available by fvlicrosotl for a lee and used within the scope ot the license granled (unmodified from the fornr provided by Microsoft and not con']bined wilh anylhillg else) ,nisappropriales a lrade secret or direclly inlrioges a palenl, copyright, trademark or othor proprietary riohtof a tbird pady. lf Microsofl is unable lo resolve aclaim of iniingenre[t Lrnder con]mercially reasonable terms. il may, at ils option, eilher (l) rnodity or replace lhe Producl or Fix wilh a lunctional eqtlivalentl or {2) lern)inate Enrolled Alfiliate's license and relund any prepaid license lees {less depreciation on a ftve-year, straiqht-line basis) lor perpelual licenses and any amount paid for Online Services for any usage period afler tlre lenninallon dale. Microsoll r.,/rllnot be liable tor anyclahrs ordamages due to Ertrolled Affiiate's continued use ol a Producl or Frx afler being notrfled lo stop due to a third-party clainl. h. By Enrolled Afrtliate. 'l'o the extent permilted by apl)licable la!v, EnrollBd Affiliate ',villdet€ndi.Iicrosofl againsl any llrird-parly clainr to lhe extent it alleges lhat: (l) any Custon]er Data or I
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non-Miurosoft sa,nwate hosted in an Online.Service by lvlicroson on Ellrolled Afflliale's behall misappropriates a lrade secrel or directly infringes a pateot, copyright, lradernarl(, or othet proprietary riglrl of a lhird pally, or (2) Enrolled Affiliate's use o[ ary P.o(l(icl or Fix, alone or irr coml)inalion \vith anything else. violates the la,, or darnages a lhird parly
12. Limitation of tiabitity,
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For eaclr Product each Dariy's r)laximun), aggregate liahrlrty to tlre otlrer Urder lllls Agreerrrertl is lLrriled to direcl danrages Iinalty awarded in arr amount not lo exceed lhe a|irounts Enrolled AfFiliate was required tD l)ay lor lhe applicable Products during theltenr ()l lhis Agreemenl, sublecl lo lhe following:
a. ollline Scruices. Por Online S6rvices, Microsoft's maxirnum liahilily lo Enrolled Affiliate for any in(jideot Clivi|rg rise tc a clai*r'^,ill not exceed lhe amornt Enrolle(l Alfiliate l)aid fot the O;line Servbl dL;ing the 12 monlhs before the i'r,ir(le0t b. Free Products and Dlstributatile code. For Products provided free of char0e and codc that Enrolled Affiliate ls aulhorized lo redislribute to lhird parties lylthout separale payrnenl to lvlisosolt, Microsoft's liability is Iimited to direcl darnages finally awarde(l Up lo us55,000. c. Excluslons. ln ro everrl will either party lre liable lor indi.ect, incidental, special, punitive, or consequential damages, or for loss of llse loss of business inlolmatioll, loss of revenue, or interrtrption of business, howevejr caused or c'n any theory of liabilitv. (1. Exceptions. No lirnilalion or exbluslons will applyto liabilily a rising out of either parly s (1) confidentiality obligations (except for all liahlity relaled to Cuslorler Dala, r,(hich will remain srrqect lo the limitalions and exclusions above)l (2) dcfense obligations: or (3) violalion of the olher party's intelleclual properly rights.
13. Verifying comptiance.
I
a. Right to vcrify compllance. Enrolled Afiliste rnust l{eep recods relating lo all use and distributior of Products by Enrdlled Affiliatc and its Affiliales. I!4icrosolt has the right. at its expense. to the extent peflrritted by applical)le lavr. lo verify coflrpliance v,/ilh the Froduct's llcense ternrs. Enrolled Alfrliate rnust prornl)lly provde the irrdepender'll auditor with ally infornrallon ltre aUdilor reasonably requests in f(rrtherance ol lhe vedticalion. irrc udiog access to syslems running lhe P.oducts and evidence ol Licerrses for Prodtrcls En.olled Alfiliale hosls. sublicenses. or rlGtributes to thlrd parties. Enrolled Afliliale agrees to conrplele l\,licrosofl's self-ardit process, which Microsoft nlay require as an allelrlalive to s lhird parly audll [). Rernedles for non.co[]pliance. lf verification or selr-audit reveals any [nlicensed Use o, distribution. lhen withirr 30 days', i1) Enrolled Atliliate musl order suflicierll Licenses to cover that use or clistritjulion. and (2) if unlicensed (rse or (listribution is 54/i or rr'tore. Enrolled Afliliale rnusl reimburse Microsoll lor llie cost Microsott lras incurrsd in verilication and acqtdre the necessary ad(litional licenses al 125% ot lhe price based on the lhen'currenl price list and Enrolled Alfiliate price level. Tha unlcensed use percertlage is based on the lotal nurnber ol licenses purchased con'rpared tci actual install base. L th€re is no onlicensed use. fulic,osotl v,/ill nol subject Enrolled Aftiliate lolanotner verifacation lor at leasl one yea[. By ex€rcising the rithls and procedures described above, l\4icrosoft does no[ waive its rigl]ls to enlorce this Agreernsnl or to prolecl its intellectual properly by any olher nleans Permilteci by law. c. Verification process. lvicrosollwill notily Errrolled Affiliale al leasl 30 days rn ad',/ance of its intent to verily Enrolled Alfiliate's compliance !t/ith the licellse le.ns for lhe Producls Enrolled Afnliare and its Afliliates use or distrillute. MicrosoFl willengage an independent ardito.. which v,/ill be subject to a conliderrtialily obligation. Any intormatioD collected in lhe self-audit will be used sotely lor purposes ol (leterminirrg conrpliance. This verincatiofl will take place during norrr1al l)usiness l)ours and in a marrner llral cloes not interlcre (Jnreasonably with Erllolled Affiliale s operalions.
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14. Miscellaneous.
1 a. Use ol co nlraclors. fulicros oil mry use contractors to Derlot m se rvices, b Lrl wtll be resporr sible for lheir oerlornrance sublecl to the terrns of lhts Agreen\ertl l). Microsoll .1s irrdependenl
"o]rtrr.to..
Thc parles are indepen(lent conlractors. Enrollecl
nlliliate and Microsoft each rnay (levelop DrodUcts ind€pen.lently ,,vilhoul using the other's Confidential lnlonralion
c. Nolices. Notices lo lJlicrosoft nrlL,stbesent lollrca(ldressonthesignalurefornr. Noticesrnust be in twriting and will be trealed as delivered on the date shogn on the relurn recetpt or on the courier or lax conlifination ol delivery. uicrosoll rr)ay provide informalion to Enroiled Affiliale aboul rFcomirlg orderin0 deadlinEs. services, ar'rd sullscription inForrnation in electronrc form, including by email to contacls provided hy Enrolled AlFiliale. Enrails will t)e lrealed as (ielivered on lhe trensmission date.
.1. Agrecinont not excl[sive. Cuslon']er is free lo enter inlo aslreenlenls lo license. use ot promole noo-Microsoft producls
e. Anrendrnents. Arry arnendmeril lo lhis Aoreement must be executed by lloth parties. except fhat Microsoft may chanoe lhd Producl Terms and llle Use Rights ftoln lirne lo time h'l accordance \,Jillr lhe lenns ol this Agreernenl. nni conflicting termsand condilions conlaino(l ir\ an E.rrolled Alfiliate's purchasb order will not apply. Microsoft may reqUire Custorner lo s 9n a ne!,/ aqreemenl or an anrendDrent Delore arr Errrolled Afftlrate enlers into an Enrollrnenl under this agreel']'tent.
f. Asslgrrlnenl. Eitherparly mayassign lhis Agreernenl loan Affiliale. bul mustnDtify the other party in writing of the assignrneht Any other proposed assignrnenl rnust be approved by tlte rrcn-assigning party in wriling. Assigorrlenl rvill nol relieve the assigning party of ils obligations under tlre assigned agreement Any attemplerl assignmEnt witlrcul required approval !!ill l)e void.
g. Appllcable lawt dispute resol{(ion. The terms of this Agreenlenl vrll be governed try the lavr's ol Cuslarner's stale. wilhoul giving effecl to its conflicl ol laws- Disputes relating lo this Agreeme,rt will be subiect to apBlicable dispul€ r€solution laws of Custorrer's state lr. Severabllity. llanyprot/rsron rnlhis agreernerrl is held lobe Unenlorceable, tl)e halance of the 69teernent wrllremain r.r full forie and effecl
i, Waiver. Failure lo enforce any'pro,rision of tlris aqfeenrent ,,vill not conslitule a waiver. Any waiver must be in writing and signed by the waiving pany. i. No tlilrd.parly be eflclarles. .This ngreement does not creal€ any third.party benetciary rights.
k, Survival. All provisrons survive lermrrlaliorr or expiralion o[ lhis Agreerr]erlt except lhose requaring perforntance only during tlre leln ol the Agreemertl. l. Managsmcnt and Reportlng. iustomer anrl/or Enrolled Alliliale nray nlanage accounl delails (e.9., contacts orders, Ltce'lses. sollware dolvnloads) on Microsofl'S Volume Licenst.rg Service Cenler ('VLSC') web site (or sLccessor sile) at' !lt!)s rwv^v nrclosolt c-gp'Ulice!)9ir!-q/servr,:ecenter. Upon the erfecli'/e dale of thrs Agreerrenl a;( any Errrorf ,nenfs, f fr?ionGif$,,lE^i'r'err fo, tt,is prrrpose e,/itl be provided acce.ss to this sile and nray aulhorize addrtional Lrsers and {:o[tacts. rn. Order of preced€nce lnthecaseof a conllicl bet,r,/een any docu0rants in tllis Agreernent lhat ls nol expressly Iesolved in those documenls. thei| lernls will conlrol ir'! llre tollowing or(ler fro,Ir highest to lowest priorily: (1) lhis Enterprise ASjreemenl, (2) any Enrollrnent, (3) the Producl Terms. (4) lhe Online Services Terms, (5) o(lers subnrilted ur er this Aareement, and (6) any other docunlents in lhis Agreeh)enl Terms ln an arrrendrne[l cuntrol over the amended docurnent and any prior ameldrnents concernin0 lhe same sllbiect m€lter.
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n. Fr€e Producls. ll is Microsofl'd intent that the terms olthis Agreement and the Use Righls be rn corrplrance with all applrcatle lederal law and regulations. Any free Product provided to Enrolled Allilrale is lor the sole ise and henefit ol lhe Enrolled Alliliate, and is rot provided for' use by or personal benefit of anry specific governrnent enrployee o. Voluntary P.oducl n ccessibitity Terlrplates. lrlicrosolt supports the governrnerlts obligaliDr'1 lo provide accessible technoloiies to its citizenri witlr disabillties as required bV Seclion 508 ol lhe Rehabililation Act of 1973. aod its stale lav/ counterparts. The Vo[rntary Producl A.cessil)ality Ternplates ('VPATS") for the [,licrosofl technologies used i0 providir)g the Orline Services can be found at fiilicrosofl's VPAT page. Further informalion regarding lvtcrosoft's conrnrilmer'rl to accessibility can be foUnd at lttp-.&rjglljiqgggjlgg&ElEUlg. p. Natural disaster. Ir ltre event ol a 'halural disaster, l,licrosofl ryray provide additional assjslance or rights by posting them on lr!tp.4a{.g&!IgSsd!@!f al such lime q. Copyrlghl vlolatioD. Except Es set forlh in lhe seclion above entilled Transfelling and re.lssigning Licenses", the Enrolled n ffiliate agrees lo pay for, and comply with the terrns of lhis Agreernenl and lhe use Rights, for the Proclricts il uses. Except lo lhe extBnt Eorolled Affilial€ rs licensed Lrrder llris Agreenllnl. il \.rill be responsibie lor ils breach ol this conlract and violation of Microsoft's copyrighl in the Products. including paynent of License lees specified in this Agreernent for unlicensed use.
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El 'Vli,,roro1q Vo lr.r rrrr: l-ic.crrs i nc1
supp lemental Contact lnformation Forrn
This lorm cal] be used ln combinalioh wilh [IBSA. Agree,nerrt, and Er]rollrnenti Regisl.ation l.lowever, a 6eparale form must l)e submrited tor each enrollment/reoistration. $ten mole lhan ooe is submilled on a signature ,orm. For lhe purposes ot tlris torm. 'entity" can mean lhe signing enlily, Cuslomer, Enrolled Alfiliate, Goverurert Pa(ner, lrlslitu(ron, or ollre/ parly enlerirlg inlo a volurne licensinq progrern agreemerrt. Primary and Notices contacts in this fonn will not apply lo enrollments or regislrations.
This folln arplies to: IItBSA I
l8l Asreement
I
Ll Enroll'nenl,/Alf rllate Reqislratlon Forrn
llse(t primary e lity narne if rnorc lh6n one Enrollmenl/Regislralion Fo.nr is submitted
Conlact information.
Each party vr'ill oolify the other in writing it any of the inFoflnatien in the following contaot infonriation page(s) changes. The aslerisks (') indicate require(l fielals: il lhe entity chooses to designate other conlact lypes. tlre sarne required felds rrrrrsl tre corirpleted lor each sectiolr. By providing contacl inlofllralion. entily consenls lo its use for DUtposes ol aclnrinistering the Enrollmenl by lvlicrosofl and other paiies lllat help l,,l icrosoft adnlinisls lhis Enrollment The perso[al rnlormation provided in connection $iith llris agr6eorenl ,r.,ill be Ised and prolecle(l accor(li $ 1o llre privac/ slalerrrent alailable at hltDs:''ilic(:nsi mrErosoll-con'l
1. Additional notices contact.
'fhis contact leceives all nolices thal are seflt from fllicrogoft. No online access is granted to lhis lndividuat.
Narnc of entily' Counly oi Rrverside I
Cofltact rta €'; Itlrst Regina Lasl Fund€rl)urk
Contact ertall address' [email protected]
Slreet addross'3450 ,4lh Slreel, 4th Floor,
City' Riverside Stal€/Provlnce' California 'Postal co(le' 9250 I-3861 Country' USA
Phone' 951-955-2265 Fax I
D This contacl is a lhird pa.ty {nol tlle en[ity). UJanling: Ihis contact recelves personally identifiable inlormatiorl of lhe entily.
2. Soflwarc Assurance manbger.
This contact will receivc online permissioirs to rnannge the Sonwar€ Assrrrafce benefits ur)der ll]e Enrollnrent or Rsgistr alion.
Name ol entity' Cour)ly of Rrverside
Contacl narne': First Regina l-ast Funderburk
Contact Bmail address' RFunderburk@ vco.org
Street address' 3450 14th Slreet. 4th Floor
City^ Riverside State/Province' Calilorlua Postal co(le' 92501'3Eti I lirFC llxcrliloF o,rn0.lA,Illl))( Erl(:; ){(,r it 20 r l) r'rQa I d( :l I
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Country'USA
Phqne' 951-955-22{i5 Fax
E lhis contact is a third l)arly (rrot tlre errlity). Warning This conlact receives Personally identifiable inlormalio,) of the enlity.
3. Subscriptionsmanager.
This conlacl will assign fulSDl'l, Expression, and lechNet Plus subscription licenses to the individual sutrscnbers under lhis Enrollrnenl or Regislralion Assignnrent of lhe subscription licenses is necessary lor access to any of lhe online benelts, such as subscriplion downloads This conlacl will also manage any complimentary or ad(litional me(lia purchases relate(l to tlrese subsc,iptions Name of entity'County of Riverside
Contact Iame': First Regirla Last FunderbUrk
Cootoct €mall oddress' RFunderburk@r ivco.orgt
Street address'3450 14th Slreet.4Ir Floor
City' Riverside Stiite/Province' California Postal co(le' 92501-3861 Country'USA
Phone' 951-955-2265 Fax
! This oontact is a third perty (not the entity). Warninar 'l'his contact receives personally identifiable information ol the entity
4. Online seruices manager.
This cofilact will be provided onlirre rreflni5siorE lo manage the ol|line service$ ordered under tlre Enrollment or Rsgistralion
Nanre ol entity' County of Rivarside
Contact name': First LLtis Last Flores
Corrtact enrail address' LFF|ores@ vco.org
Slreet address'3450 14lh Slreet,4lh Floor
City' Riv€rside Slate/Province^ Calilorria Poslal code' 9250'1-3861 Courrlry'USA
Phofle' 951.955-8114 Far
E This contact is a thid parly (rol tlre entily)- Warning: Tl)is contact receives personally idedtrliable information of lhe entity.
5. Custorner Support Manager (CSM).
This person is designated as tlre Custonrer Supporl Manager {CSM) for supporl-r'elalerl activities Narne of e[tlty' Counly of Riverside
Contact name': First Luis Last Flores
Corrtact email add ress' [email protected]
Strccl addrass' 3450 14lh Street, 4lh Floor
City'Riverside Stnte/Provillc€' Californio postal co(le' 9250I-3861 Coulllry' USA
Phone' 951-955-81 14 Far
6. Primary cantact information.
An individual from inside the orgaDization nrusl serve as tlre prin]ary contact. This contact receives online atlminlstrator permissions and nray grant onlrne access to olhers. Tlris co[tact also receives all nolices Lrnless f,r'licrosoft is plovided writlen notice ol a clrange.
Name of antity' Counly of Rive16ide
5opcDl1racrtrrloFor,n(NA.rl,JUl(EN{i)U,)nl2i11x) Paqc 2 Lll :l Conlact narne': First Jirn Last Srrtlh
Contact emall add.ess' [email protected],org
Street address' 3450 14th Street. 4th Floor
City' Riverside Slate/Provlnce' CA Postal code' 9250'l-3861 Country^ US
l)hore' 951 -231 "5909 Fax
7. Notices contact and online administrator informatlon.
This irldividual receives orline adori[islrijtor permissions ar]d rriry gralt onlrr]e access k] olhers. This contacl also receives all notices
E San)e as /rrrnary coirlacl
Name ol cnllty'
Contacl narn€"i FiIst Last
Contacl entall address,
Strccl a(ldreis'
Clty' State/Province' Postal code"
Country'
Phone" Fax
l] This contacl is a third parly (not lhe entity). Warning: This colllact receives petgonally identifisble inlornlation ol lhe entily,
Sud:oltacltrk,F(, r(NA.rrI))r:r.r(ilr(rcr?,r r } Fnge :r nl 3 Select Plus Agreement x20-04874
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Aqreement> Document Number or Code
<Choose Agreement> Document Number or Code
Select Plus Affiliate Registration Form x20-04921
<Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Document Description Documenl Number or Code
!l Microsoft
Program Signature Form
Volume Licensing
Proposal lDMBA/MBSA number
Agreemeni number
Noto: Enter the applic€ble active numb€6 associated wilh the documents below. Microsofl roquires the s3sociated active number be indic€ted horD. or lisled below as nery.
For the purposes of this lorm, 'Customef can mean the srgning entity, Enrolled Amliae, C'ovemm€nt Partner, lnstitution, or other party entering into a volume licensing program agreernent.
This signature form and all contracl documents identiried in the table below are entered into between the Customer and the Microsofi Affiliate signing, as of the effective date identified below. ' indicates required field
\11J
NATF
I\Printod Titl6' Procurement Contract Specialist
Signatu re Oate' 07 I 17 1201 3
entity name)" County of Riverside
\coDC
IS
FORPrinted First and Last lnes Mark
Name of Enti
Signature'
Tax lD 95-6000930
ProgramSignFom(MSSign)(NA,LatAm)ExBRA,ML(ENG)(Oct201 2) Page 1 of 3 By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents.
Contract Document Number or Code
Customer
BY
Microsoft Licensing, GP
Printed First and Last Name
Printed Title
Signature Date
(date [4icrosofi Aftiliate countersigns)
Signature
Effective Date
(may be different than Microsoft's signature date)
Microsoft Affiliate
Name of Entity (must be legal entity name)'
Signature'
Optional 2nd Customer signature or Outsourcsr signature (if applicable) * indicates required lield
" indicates required field
lf Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form.
After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy.
Microsoft Licensing, GP
Dept. 551 , Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 8951 1-1 137
USA
Name of Entity (must be legal entity name)r
Signaturet
Printed Filst and Last Name"
Printed Title.
Signature Date*
ProgramSignForm(MSSign)(NA,LatAn)ExBRA,MLI(ENGXOcl20l 2) Page 2 of 3 Customer
Printed Fi6t and Last Name'
Printed Title*
Signature Date*
Outsourcer
Prepared By: Name of Preparer
Email of Preparer
ProgramSignFolm(MSSign)(NA LatAm)ExBRA,MLI(ENGXOct20l 2) Page 3 of 3 !I Microsoft
Select Plus License Program Agreement State and Local
Contents
1. 2.
3. 4.
5. 6.
7. 8.
9. 10.
11. 12.
13. 11.
15. 16.
17. 18.
How the Select Plus License program works.........................
How to establish pice level. ....-..-..
License grant - what Registered Affiliates are licensed to run....-........
Making copies of Products and re-imaging rights. ..............,...,.., Transfering and reassigning Licenses.....................
Term and termination............, -..,....,
How to renew an Order.
DefiniUons..........
Restrictions on use............ --. -.
Contidentiality.
1 3
3 3
1 5
6 6
7 I
9 9
Defense of infringement, misappropriation, and third party claims.....
Limitation of liabili
Ve fying comptiance......-...............
Non-Mi crosofl Software or Techno1oqy.................,..., Miscellaneous..,.
10 11
12 13
14 14
This Microsoft Select Plus Agreement is entered into between the entities identilied on the signature form.
Effective date. The effective date of this agreement is the effective date of the firsl Affiliate Registration Form or the date Microsofl accepts this agreement, whichever is earlier.
This agreement consisls of (1) the terms and conditions of this agreement and all attachments identified therein, (2) the Product List, (3) the Product Use Rights applicable to Products licensed under this agreement, (4) any Affiliate registration entered into under this agreement, and (5) any Order submitted under this agreement.
The parties agree to be bound by the terms of this agreement.
Terms and Conditions
(i) any govemment agency, department, office, instrumentality, division, unit or other entity of the state or local governmenl lhal is supervised by or is parl of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer;
(ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state jurisdiction and geographic boundaries; and
SelectPlus20l2AsrGov(Us)SLG(ENGXoct201 2) Page 1 of '16 Documenl X20-04874
Volume Licensing
How to know what Prcduct Use Rights app|y.............
How to order Product Licenses. ...
Warranlies. .-.,.....
1. Definitions.
ln this agreement the following definitions apply:
"Affiliate" means
a. with regard to Customer
(iii) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under stale contractsi provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and
b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft
"available' means, with respect to a Product, thal Microsoft has made Licenses for that Product available for ordering under a particular licensing program;
"Commercial Product' means any Product Microsoft makes available for license for a fee; "Contractor' means any lhird party supplier or other provider of computer technology or related services. "Customer" means the entity that has entered into this agreement and its Affiliates; "Customer Data" means all data, including all text, sound, software,or image files that are provided to Microsoft by, or on behalf of, Customer through Customer's use of the Online Services. "Fixes" means Product fixes, modifications or enhancements or their derivatives that Microsofl releases generally (such as Commercial Product service packs);
"License' means Registered Affiliate's right to use the quantity of a Product ordered. For certain Products, a License may be available on a subscription basis ("Subscription License"). Licenses for Online Services will be considered Subscription Licenses under this agreement; "L&SA" means a License and Software Assurance for any Product ordered; "Microsoft" means the Microsoft entity that has enlered into this agreement by accepting Customer's registration;
'Order' means the documenl Customer or Customefs Affiliate submits under this agreement to acquire Licenses or Services:
"Online Services' means the Microsoft-hosted services identified in the Online Services seclion of the Product List.
"Product" means all software, Online Services and other web-based services, including pre-release or beta versions, identified on the Product List.
"Product List" means, with respect to any licensing program, the statement published by Microsoft from tlme to time on the World Wide Web al htto://www.microsolt.com/licensino/contracts, or at a successor site that Microsoft identifies, which identifies the Products that are or may be made available under the program (which availability may vary by region) and any Product-specific conditions or limitations on the acquisition of licenses for those Products;
"Product Use Rights'means, with respect to any licensing program, the use rights for each Product and version published for that licensing program at htto ://www. m icrosof t. m/licensinq/contracts orata successor site.
"Qualifying Contract," means (1) an Enterprise Enrollment under a Microsoft Enterprise Agreement; (2) any Enterprise Subscription Enrollment entered into under a Microsoft Enterprise Subscriplion Agreement, or a Select Agreement.
"Registered Affiliate" means an entity, either Customer or any one of Customer's Affiliates, identified on an affiliate registration form that has been accepted by Microsoft and has submitted an Order under this agreement;
"Reseller" means a large account reseller authorized by Microsoft to resell Licenses in a Registered Affiliate's region under this program;
'Service Level Agreement" means the document specifying the standards Microsoft agrees to adhere to and by which it measures the level of service for an Online Service.
SelectPlus20'1 2AgrGov(US)SLG(ENGXOct20l 2) Page 2 of 16 Document )(20-04874
"Software Assurance" means an annuity offering that provides new version rights and other benefits for Products as described in the Product List;
"Trade Secret' means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances lo maintain its secrecy.
'use" or "run' means to copy, install, use, access, display, run or otherwise interact.
2. How the Se/ect PIus License program works.
The Select Plus License program allows Registered Affiliates to acquire Licenses at discount pricing.
Customer and Customer's Affiliates can participate in this program if Customer or Customer's Affiliate (1) submits an Order meeting the initial minimum order quantity, (2) maintains at least one active Qualifying Contract, or (3) has purchased the minimum order quantity during the 12 months preceding the effective date of this agreement. Notwithstanding any other provision of this agreement, only Registered Afliliates identified in a Registration Form will be responsible for complying with the terms of that registration, including the terms of this agreement incorporated by reference in that registration. a. How Registered Affiliates acquire Licenses. A Registered Affiliate will acquire its Licenses through its chosen Reseller. Orders will be made out to and submitted to the Registered Affiliate's Reseller. Microsoft will invoice that Reseller according to the terms in the applicable registration. The Reseller and the Registered Affiliate will determine the Registered Affiliate's actual price and payment terms.
b. Choosing and maintaining a Reseller. Each Registered Affiliate must choose and maintain a Reseller authorized in the Registered Affiliate's region. c. Online Services. Online Services are provided as subscription services and are subject lo the unique terms set forth in lhe Product Use Rights and the Product List.
3. How to establish price level.
Establishing price levels. Each Product offering is assigned a point value on the Product List and is assigned to a Product pool. The Customer's price level for a pool applies to purchases made by all Registered Affiliates under this agreement. Throughout the term of this agreement, the Customeis price level for each Product and its associated Pool (Applications, Systems and Servers) will be level 'D." Customer does not need to acquire Products in all pools. The price Microsoft will invoice Reseller will be based on Customer's price level for the pool of the Product ordercd. Throughout this agreement the term "price" refers to reference price.
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4, License grant - what Registered Affiliates are licensed to run.
Registered Affiliates have the rights below once their registration is accepted by Microsoft. These rights apply to the Licenses obtained under this agreement and are nol related to any order of, or fulfillment of, software media.
The ability to run current or later versions of a Product licensed under this agreement could be affected by minimum system requirements or other factors (e.9., hardware or other software). a. General. At any time after their registration has been accepted by l/'licrosoft, a Registered Affiliate may run for its own beneflt as many copies as it chooses, of any available Products it chooses, provided that it submits Orders for all copies in the month in which those copies are first run.
b. Use by Affiliates. A Registered Atfiliate may sublicense the right to use the Producls ordered under this agreement to any of its Affiliates, but Affiliates may not sublicense these rights and their use must be consistent with the License lerms contained in this agreement. c. When Licenses become perpotual.
(i) License only. Registered Affiliate's right to run copies of any Product for which it orders only a License is temporary until the Registered Affiliate has paid for that License in full and Microsoft has collected such payrnent. Thereafter, Registered Afiiliate will have a perpetual License to run the number of copies ordered in the version ordered. (ii) L&SA or Software Assurance. Registered Affiliate's right to run copies of any Product for which it orders L&SA or Software Assurance is temporary until:
1) the Registered Affiliate has paid all installments of the price for such coverage and the Order or renewal term during which such Product Licenses were ordered has expired or been renewed or
2) the Registered Affiliate is otherwise eligible for perpetual Licenses as provided in this agreement.
Thereafter, the Registered Affiliate will have perpetual Licenses to run the Products ordered in the latest versions available as of the date of expiration, renewal, or termination (or any prior version) for the number of copies ordered or renewed. (iii) Subscription Licenses. Subscription Licenses are not perpetual under any circumstances.
d. Perpetual Licenses through Software Assurance. Any perpetual Licenses received through Software Assurance supersede and replace the underlying perpetual Licenses for which that Software Assurance coverage was ordered. All perpetual Licenses acquired under this agreemenl remain subject lo the terms of this agreement aRd the applicable Product Use Rights.
e. Non-Perpetual Licenses. Some Products may be licensed on a fixed term or subscription basis. The right to Use Products licensed on a subscription basis terminates upon expiration of the subscription agreement if it is not renewed.
f. License confirmation. This agreement, the applicable Order, the Registered Affiliate's Order confirmation, and any documentation evidencing transfers of Licenses, together with proof of payment, will be the Registered Affiliate's evidence of all Licenses obtained under its Order as described in this agreement.
g. Prior version rights. A Registered Affiliate may run prior versions of any Product it Licenses under this agreemenl. A Registered Affiliate may run different language versions of any Product it Licenses under this agreement, provided that the License, L&SA, or Software Assurance for that different language version is available at lhe same, or lower price, than the price paid for the language version ordered of lhe same Product and License type.
How to know what Product Use Rights apply.
a. Product Use Rights. Microsoft publishes Product Use Rights for each version of each Product. The latest version of the Product Use Rights is available at bttp1u4 4ry.m1qasafl.aoln4eersr!-s1eantraets.
(i) Product Use Rights for current and future versions of Products. The Product Use Rights in effect on the effective date of the agreement will apply to all Registered Affiliates' use of then-current versions of each Product, regardless of the date of the Order. For future versions, the Product Use Rights in effect when those future versions are first released will apply. ln both cases, subsequent changes made by Microsoft to the Product Use Rights for a particular version will not apply to Registered Affiliates' use of that version.
(ii) Product Use Rights for earlier versions (downgrade). lf a Registered Affiliate runs an earlier version of a Product than the version lhat was cunent on the agreemenl effective SelectPlus20l2AgrGov(US)SLG(ENG)(OcU0I 2) Page 4 of 16
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5 6 How to order Product Licenses.
a. Placing Orders. Registered Affiliate may purchase Licenses and Online Services Microsofl makes available under this program by placing Orders with Registered Affiliate's authorized Reseller. The price and payment terms for all Orders will be determined by agreement between Registered Affiliate and its Reseller. When placing orders, a Registered Affiliate must specify the country or countries where the Registered Affiliate will use the Licenses.
Microsoft may refuse to accept an Order if Microsoft has a business reason to do so.
Microsoft may change the Products and subscription services available under this program. b. When is the Registered Affiliate eliglble to order just Software Assurance? A Registered Affiliate may order Software Assurance for copies of a Product, without the need to simultaneously order a new License for those copies, in each of the following circumstances:
(i) Registered Affiliate may order Software Assurance for copies of Products for which the Registered Affiliate has previously obtained perpetual Licenses through Upgrade Advantage, Software Assurance, or any similar upgrade protection, so long as the Order for Software Assurance under this Agreement becomes effective no later than one day following the expiration of that upgrade protection, and (2) Registered Affiliate submits an order for another term of Software Assurance for those Licenses prior to or at the expiralion of the previous term.
(ii) During the term of the Agreement (including any renewal lerm), a Registered Affiliate may be eligible to order Software Assurance for copies of certain Products licensed lhrough retail sources or from an original equipment manufacturer ('OEM"), provided that the Registered Affiliate places its Order within lhe required time frame. The Product List at htlo.//www.microsoft.com/licensinq/contracts identifies those Products that may be enrolled in Software Assurance and the applicable lime frame for placing an Order. (iii) A Registered Affiliate may also order Software Assurance in any other circumslances expressly permitted in the Product List.
(iv) A Registered Affiliate may renew Software Assurance ordered under lhis Agreement at the time it renews its Order as described in the section titled "How to renew an Order." c. How to confirm Orders. lnformation about Orders, including an electronic confirmation of each Order, will be provided in a password-protected site on the World Wide Web at https://www.microsoft.com/licensinq/servicecenter/ or a successor site that will be identified Upon Microsoft's acceptance of this agreement, Registered Affiliate's contact identified for this purpose will be provided access to this site.
lnvoices and payments. For any Orders for Software Assurance or L&SA, if the Registered Affiliate elects to spread its paymenls over three years rather than payment in a lump sum, it may make this election with its Reseller. ln such cases, Microsoft will invoice the Registered Affiliate's Reseller in installments, the first installment upon receipt of the Order and subsequent installments on each anniversary of the Order or the Afflliate anniversary monlh.
Any amounts for Licenses only (i.e. without accompanying Software Assurance) will be invoiced to the Registered Affiliate's Reseller in full upon receipt of the Order. d
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dale, the Product Use Rights for the version licensed, not the version being run, will apply. However, if the earlier version includes components that are not part of the licensed version, any Product Use Rights specific to those components will apply to the Registered Affiliate's use of those components.
b. Resorvation of rights. All rights not expressly granted are reserved by Microsofl. ln lieu of Customer's obligation lo indemnify Microsoft under various provisions of the Product Use Rights, Customer will be responsible for any cost or damages arising from any claim to which Customer's indemnity obligation would otherwise apply.
Changing a Reseller. l, Microsoft or the Reseller chooses to discontinue doing business with one another, Registered Affiliate must choose a replacement Reseller. lf Registered Affiliate or Reseller intends to terminale their relationship, the initiating party must notify Microsoft and the other using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effecl.
Transferring and reassigning Licenses.
a, License transfers. License transfers are not permitted, except that Customer may lransfer fuily-paid perpetual licenses to:
Transferring Licenses to third parties. You may transfer fully-paid perpetual Licenses:
(i) if you are an agency of a state or local governmenl to: (a) any other governmenl agency, department, instrumentality, division, unit or olher office of your state or local govemment that is supervised by or is part of you, or which supervises you or of which you are a part, or which is under common supervision with you; (ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of your state and located within SelectPlus20l 2AgrGov(US)SLG(ENCXOct2012) Page 6 of 16
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7. 8
Making copies of Products and re-imaging rights.
a. General. The Registered Affiliate may make as many copies of the Products as it needs to distribute them within its organization. Copies must be true and complete (including copyright and trademak notices), from master copies obtained from a Microsofl approved fulfillment source. The Registered Affiliate may use a third party to make these copies, but the Registered Affiliate agrees that it will be responsible for that third party's actions. The Registered Affiliate agrees to use reasonable efforts to make its employees, agents and any other individuals that it allows to use the Products aware that the Products are licensed from Microsofl and can only be lransfened sub.iect to the lerms of this agreemenl. b. Copies for training, evaluation, and back-up. The Registered Affiliate may (1) use up to 20 complimentary copies of any Product in a dedicated training facility on its premises, (2) use up to '10 complimentary copies of any Product for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations.
c. Right to "re-image." ln certain cases, re-imaging is permitted using the volume licensing program Product media. lf the Microsoft Product(s) is licensed (1) from an original equipment manufacturer (OEM), (2) as full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this agreement may be generally used to create images for use in place of copies provided through that separate source. This right is conditional upon the following:
(i) Separate Licenses must be owned from the source for each Product that is re-imaged. (ii) The Product, language, version and components of the copies made musl be identical to the Product, language, version and all components of the copies they replace and the number of copies or inslances of the re-imaged Product permitted remains lhe same. (iii) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.9., upgrade or full License) must be identical to the Product type from the separale source.
(iv) Any Product-specific requirements for re-imaging identified in the Product List. (v) Re-images made under this subsection remain subject to the terms and use rights provided with the License from the separale source. This subseclion does not create or extend any warranty or support obligation.
Term and termination.
a. Term. This agreement will remain in effect unless it is terminated by either party as described below.
b. Termination without cause. Either party may terminate this agreement without cause upon 60 days written notice. Such termination will merely terminate either party's and its Registered Afflliates' ability to place Orders under this agreement. Such termination will not affect any Orders not otherwise terminated, and any terms of this agreement applicable to any Orders not otherwise terminated will continue in effect with respect to that Order. c. Mid-term termination for non-appropriation of Funds. Enrolled Affiliate may terminate this agreemenl or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for breach. Either party to an Order may terminate it if the other party materially breaches its obligations under this agreement, including any obligation to pay amounts owed. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice and opportunity to cure. lf Microsoft gives such notice to a Registered Affiliate, Microsoft will give Customer a copy of that notice as well and Customer agrees to assisl in attempting lo resolve the problem. lf the problem also affects other Affiliate registrations and cannot be resolved between Cuslomer and Microsoft within a reasonable period of time, l\4icrosoft may also terminate this agreement and all other Affiliate registrations under it, unless the basis for termination of the registration is non-appropriation of funds to the registered affiliate, in which event Microsoft may only terminate the affected registration(s). lf a Registered Affiliate ceases to be an I
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your state's jurisdiction and geographic boundaries; and (iii) any other entity expressly authorized by the laws of your state lo purchase under state contracts, or (b) an unaffiliated third party in connection with a privatization of an affiliate of agency as set forth in (a) above or of an operaling division of the Enrolled Affiliate or one if its affiliates as set forth in (a) above, a reorganization, or a consolidation.
Customer must notify Microsofl of a transfer of license by completing a transfer notice form, which can be obtained from htto.//www. m icrosoft com/licensinq/contracts and send the compleled form to Microsofl before the license transfer. No License transfer will be valid unless Customer provides to the transferee, and the transferee accepts in writing, the applicable Product Use Rights, use reslrictions, limitations of liability (including exclusions and warranty provisions), and the lransfer restriclions described in this section. Any license transfer not made in compliance with this section will be void. b. lnternal Reassignment of Licenses and Software Assurance. (i) For Products other than the desktop operating system upgrade. For Products other than the desktop operating system upgrade, Registered Afflliate may internally reassign Licenses to an Affiliate. However, Registered Affiliate may not reassign Licenses on a short-term basis (90 days or less), or reassign Software Assurance or other upgrade coverage separately from the underlying License, except as provided otheMise in this agreement.
(ii) For desktop operating systems. The Registered Affiliate may not reassign desktop operating system upgrade Licenses from one computer to another. The Registered Affiliate may internally reassign Software Assurance coverage on desktop operating systems upgrades from the original computer lo a replacement computer internally, as long as (1) the replacemenl computer is licensed to run the latest version of that operating system, and (2) the Registered Affiliate removes any desktop operating system upgrades from the original computer.
Affiliate ot Customer, Customer must promptly notify Microsoft of this fact, and Microsoft may terminate the divested Registered Affiliate's registration. e. Affiliate termination. lf (1) a Registered Affiliate terminates its registration as a resull of a breach by Microsoft, or (2) if Microsoft terminates Registered Affiliate's registration because it has ceased to be an Afliliate of Customer, or (3) Registered Affiliate terminates a registration for non-appropriation of funds, or (4) Microsoft terminates a registration for non-payment due to non-appropriation of funds,, then the Registered Affiliate will have the following options with regard to any Orders it has under the agreement:
(i) For Licenses available on a perpetual basis, it may immediately pay the total remaining amount due, including all inslallments, in which case the Registered Afiiliate will have perpetual Licenses for all copies of the Products it has ordered, or (ii) lt may pay only amounts due as of the termination date, in which case the Registered Affiliate will have perpetual Licenses for:'
1) all copies of all Products for which payment has been made in full (including the lalest version of Products under Software Assurance coverage), and 2) the number of copies of Products it has ordered (including the latest version of Products under Software Assurance) for which payment has been made in installments that is proportional to the total of payments made versus total amounls due if the early termination had not occurred.
Nothing in this section shall affect perpetual License rights acquired either in a separate agreemenl or in a prior term of the terminated registration. f. Effect of termination. When this agreement, a registralion or an Order is terminated, (i) Each affected Registered Affiliate must order Licenses for all copies of Products it has run for which it has not previously submitted an Order. Except for the options provided above in the event of termination of a Registered Atfiliate's registration, any and all unpaid payments or any order of any kind, including subscription services, immediately become due and payable.
(ii) Registered Affiliate's right to Software Assurance benefits under this agreement ends for all Software Assurance for which payment has not been made in full.
10. How to renew an Order.
Microsoft will provide prior notice of expiration oI any Software Assurance ordered under lhe agreement advising Customer of its Software Assurance renewal options. Microsofl may make a change to this program that will make it necessary for Customer lo enter into a new agreemenl lo renew Software Assurance.
To maintain Software Assurance coverage for any copies previously ordered under lhis agreement, Registered Affiliate must submit an Order for another term of Software Assurance for those Licenses prior to or on the expiration of lhe previous lerm.
Consequences of non-renewal. lf Registered Affiliate elects not lo place another Order for Software Assurance and it otherwise allows Software Assurance for any copies of any Products licensed to lapse, then the Registered Affiliate will not be permitted to order Software Assurance for lhose copies later without first acquiring L&SA.
Renewing Software Assurance. lf Registered Affiliate is placing an Order for Software Assurance from multiple Select programs or is consolidating multiple previous Enrollments or agreements into this agreement, please complete the multiple previous Enrollmenl form.
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11. Restrictions on use,
Registered Affiliate must not:
a. separale and use the components of a Product on two or more computers, upgrade or downgrade components at different times, or transfer components separately, except as provided in the Product Use Rights;
b. reverse engineer, decompile or disassemble any Product or Fix, except where applicable law permits it despite this limitation; or
c. distribute, sublicense, rent, lease, lend, or host any Product or Fix except as permitted by this Agreement, the Product Use Rights, or in a separate written agreement
12. Confidentiality.
To the extent permitted by applicable law, the terms and conditions of this Agreement is confidential.
Neither party will disclose such terms and conditions, or the subslance of any discussions that led to them, to any third party other than Affiliates or agents, or to designated or prospective resellers who: (1) have a need to know such information in order to assist in carrying out this agreement; and (2) have been instructed that all such information is to be handled in stricl confidence.
For the avoidance doubt, the parties acknowledge that this Confidentiality provision recognizes lhat when there is a business need to do so, Microsofl and Customer may need to share/exchange their respective Confidential lnformation with each other to develop a more meaningful business relationship. This section provides Microsoft and Customer with a well-balanced, commercially reasonable and comprehensive set of confidentiality terms that enable both parties to share/exchange a wide range of Confidential lnformation with each other knowing with confidence that significant conlidentiality proteclions are in place. The confidentiality terms denoted below do not govern Microsoft's handling of Customer Data. ln all instances under this Agreement, Microsoft's handling of Customer Data shall be governed as described under various other provisions of this Agreement and by Microsoft's data security policy. a. what is included. "Confidential lnformation' is non-public information, know-how and Trade Secrets in any form that are designated as 'confidential' or a reasonable person knows or reasonably should understand to be confidenlial. lt includes non-public information regarding either party's products or customers, marketing and promotions, or the negotiated terms of i/icrosoft agreements.
b. What is not included. The following types of information, however marked, are not Confidential lnformation. lnformation that:
(i) is, or becomes, publicly available without a breach of this agreement; (ii) was lawfully known lo the receiver of the information without an obligation lo keep it confidential;
(iii) is received from another source who can disclose it lawfully and without an obligation to keep it confidential;
(iv) is independently developed; or
(v) is a comment or suggestion one party volunteers about the other's business, products or services.
c. Treatment of Contidential lnformation.
(i) ln general. Subject to the other terms of this agreement, each party agrees:
1) it will not disclose the other's Confidential lnformalion to third parties; and 2) it will use and disclose the other's Confidential lnformation only for purposes of the parties' business relationship with each other.
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(ii) Security precautions. Subject to the other terms of this agreement, each party agrees:
1) to take reasonable steps to protect the other's Confidential lnformation - these steps must be at least as protective as those the party takes to protecl its own Confidential lnformation;
2) to notify the other promptly upon discovery of any unauthorized use or disclosure of Confidential lnformation; and
3) to cooperate with the other to help regain control of the Confidential lnformation and prevent further unauthorized use or disclosure of it.
(iii) Sharing Confidential lnformation with Affiliates and representatives. 1) A "Representative" is an employee, contractor, advisor, or consultant of one of the parties or of one of the parties' Affiliates.
2) Each party may disclose the other's confidential informalion to its Representatives (who may then disclose that Confidential lnformation to other of that party's Represenlatives) only if those Representatives have a need to know about it for purposes of the parties' business relalionship with each other. Before doing so, each party must:
A. ensure that Affiliates and Representatives are required to protect the Confidential lnformation on terms consistent with this agreemenl; and B. accept responsibility for each Representative's use of Confidential lnformation. 3) Neither party is required to restrict work assignments of Representatives who have had access to Contidential lnformation. Neither party can control the incoming information the other will disclose to it in the course of working together, or what that party's Representatives will remember, even without notes or other aids. Each party agrees that use of information in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly.
(iv) Disclosing Confidential lnformation if required to by law. Each party may disclose the other's Confidential lnformation if required to comply with a court order or other government demand thal has the force of law. Before doing so, each party must seek the highesl level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance lo seek a protective order. d. Length of Confidential lnformation obligations. Excepl as permitted above, neither party will use or disclose the other's Confidential lnformation for five years afler it is received. The five-year time period does not apply if applicable law requires a longer period or the Product Use Rights provide a more specific requirement.
13. Warranties.
a. Limited warranty. Microsoft warrants that:
(i) Online Services will perform in accordance with the applicable Service Level Agreement; (ii) Products other than Online Services will perform substantially as described in the applicable Microsoft user documentalion; and
b. Limited warranty term. The limited warranty for:
(i) Online Services is tor the duration of Customer's use of the Online Service, subject to the notice requirements in the applicable Service Level Agreement; SelectPlus20l2AgrGov(US)SLG(ENGXOcl201 2) Page 10 of 16 Document )(2G04874
Defense of infringement, misappropriation, and third party claims. a. Microsoft's agreement to ptotect. Microsoft will defend Enrolled Affiliate against any claims made by an unaffiliated third party that any Product or Fix that is made available by Microsoft for a fee infringes that party's patent, copyright, or trademark or makes unlawful use of its Trade Secret. Microsofl will also pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents). This section provides Enrolled Affiliate's exclusive remedy for these claims.
b. Limitations on defense obligalion. Microsoft's obligations will not apply to the extent that the claim or award is based on:
(i) Customer Data, non-Microsoft software, modifications Enrolled Affiliate makes to, or any specifications or materials Enrolled Affiliate provides or makes available for, a Producl or Fix.;
(ii) Enrolled Affiliate's combination of the Product or Fix with a non-Microsoft product, data or business process; or damages based on the use of a non-N4icrosoft product, data or business process; ;
(iii) Enrolled Atfiliate's use of either Microsoft Trademarks or the use or redistribution of a Product or Fix in violation of this agreement or any agreement incorporating its terms or;
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(ii) Products olher than Online Services is one year from the date Customer first uses the Product: and
c. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) any implied warranties, guaranlees or conditions not able to be disclaimed as a malter of law last for one year from the start of the limited warranty; (ii) the limited warranty does nol cover problems caused by accidenl, abuse or use in a manner inconsistent with this agreement or the Product Use Rights, or resulting from events beyond Microsoft's reasonable control;
(iii) the limited warranty does not apply to componenls of Products thal Customer is permitted to redistribute;
(iv) the limited warranly does not apply to free, trial, pre-release, or beta products; and (v) the limited warranty does not apply to problems caused by the failure to meet minimum system requirements.
d. Remedies for breach of limited warranty. lf Microsoft fails to meet any of the above limited warranties and Customer notifies Microsoft within the warranty term, then Microsoft will:
(i) for Online Services, provide the remedies identified in the Service Level Agreement for the affected Online Service:
(ii) for Products other than Online Services, at its option either (1 ) return the price paid or (2) repair or replace the Product; and
These are Customer's only remedies for breach of the limited warranty, unless other remedies are required to be provided under applicable law. e. DISCLAIMER OF OTHER WARRANTIES. OTHER THAN THIS LIMITED WARRANTY,
MICROSOFT PROVIDES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS. MICROSOFT DISCLAIMS ANY IMPLIED REPRESENTATIONS,
WARRANTIES, OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, OR NON.
INFRINGEMENT. THESE DISCLAIMERS WLL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM.
(iv) Enrolled Affiliate's use of a Product or Fix after Mlcrosoft identifies Enrolled Affiliate to discontinue that use due lo a third party claim.
To the extent permitted by applicable law, Enrolled Affiliate will be responsible lvlicrosofl for any costs or damages that result from any of the above actions.
Enrolled Affiliate's agreement to protect. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsofl and its Affiliates against any claims made by an unaffiliated third party that:
(i) any Customer Dala or non-Microsoft software Microsofl hosts on Customer's behalf infringes the third party's patent, copyright, or trademark or makes unlaMul use of its Trade Secret;or
(ii) Arises from violation of the Acceptable use Policy, which is described in the Product Use Rights.
Cuslomer will be responsible for the amount of any resulting adverse final judgment (or settlement to which it consents). This Section provides Microsoft's exclusive remedy for these claims.
d. Rights and remedies in case of possible infringement or misappropriation. (i) Microsoft's offerings. It Microsoft reasonably believes that a Product or Fix may infringe or misappropriate a third-party's intellectual property rights, Microsoft will seek to: (1) procure for Enrolled Affiliate the right to continue to use the Product or Fixi or (2) modify or replace it with a functional equivalent to make it non-infringing and notify Enrolled Affiliate to discontinue use of the prior version, which Enrolled Affiliate must do immediately. lf the foregoing options are not commercially reasonable for Microsoft, or if required by a valid judicial or government order, Microsoft may terminate Enrolled Affiliate's license or access rights in the Product or Fix. ln such a case, Microsoft will provide Enrolled Affiliate with notice and refund any amounts Enrolled Affiliate has paid for those rights to the Product or Fix (or for Online Services, any amounl Enrolled Affiliate has paid in advance for unused Online Services).
(ii) Customer Data or use of non-Microsoft software with Online Services. lf an unaffiliated third party asserts that Customer Data or non-Microsofl software or technology used by Enrolled Affiliate the Online Services violates their intellectual property rights, Microsoft may ask Customer to remove lhe allegedly infringing item. lf Enrolled Affiliate fails to do so within a reasonable period of time, Microsoft may suspend or lerminate the Online Service to which the Customer Data or non-Microsoft software relates.
e. Obligations of protected party. Enrolled Affiliate must notify Microsoft promptly in writing of a claim subject to the Subsection titled "Microsoft's agreement to protect" and Microsoft must notify Enrolled Afflliate promptly in writing of a claim sub.,ect to the Subsection titled 'Customer's agreement to protect." The party invoking its right to protection must ('l ) give the other party sole control over the defense or settlement; and (2) provide reasonable assistance in defending the claim. The party providing the protection will reimburse the other party for reasonable out of pocket expenses that it incurs in providing assistance.
15. Limitation of liability.
a. Limitation on liability. To the extenl permitted by applicable law, the liability of each party, its Affiliates, and its Contractors arising under lhis agreemenl is limited to direct damages up to (1)for Producls other than Online Services, the amounl Customer paid for the Product giving rise to that liability and (2) for Online Services, the amount Customer was required to pay for the Online Service giving rise to that liability during the prior 12 months. ln the case of Products provided free of charge, or code that Customer is authorized to redistribute to third parties without separate payment to Microsofl, Microsoft's liability is limited to U.S.
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16. Verifyingcompliance.
a, Right to verify compliance. Customer must keep records relating to the Products it and its Affiliates use or distribute. Microsoft has the right, lo the extent permitled by applicable law, to verify compliance with the license terms for the Products, at Microsoft's expense. b. Verification process and limitations. Microsoft will provide customer at least 30 days' notice of its intent to verify compliance. l\ilicrosoft will engage an independenl auditor, which will be subject to a confidentiality obligation. Verification will take place during normal business hours and in a manner that does not interfere unreasonably with Customer's operations. Customer must promptly provide the independent auditor with any information il reasonably requests in furtherance of the verification, including access to systems running the Products and evidence of licenses for Products Customer hosts, sublicenses, or distributes to third parties. As an alternative, Microsoft may require Customer to complete Microsoft's self-audit process relating to the Products Customer and any of its Afriliales use or distribute. Such information will be used solely for purposes of determining compliance. c. RemediGs for non-compliance. lf verification or self-audit reveals any unlicensed use, Customer must within 30 days order sufficient licenses to cover its use. lf there is no SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2) Page 13 of 16 Document )O0-04874
$5,000. These limitations apply regardless of whether the liability is based on breach of contracl, tort (including negligence), strict liability, breach of warranties, or any other legal theory. However, these monetary limitations will not apply to:
(i) Microsoft's and Customer's obligations under the section titled "Defense of infringement, misappropriation, and third party claims';
(ii) liability for damages caused by either party's gross negligence or willful misconduct, or that of its employees or its agents, and awarded by a court of final adjudication (provided that, in jurisdictions that do not recognize a legal distinction between "gross negligence" and "negligence,' "gross negligence" as used in this subsection shall mean 'recklessness');
(iii) liabilities arising out of any breach by either party of its obligations under the section entitled 'Confidentiality", except that Microsofl's liability arising out of or in relation to Customer Data shall in all cases be limited lo the amount Customer paid for the Online Service giving rise to that liability during the prior 12 months; (iv) liability for personal injury or death caused by either party's negligence, or that of its employees or agents, or for fraudulent misrepresentation; and (v) violation by either party of the other party's intellectual property rights. b, EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE
LAW WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF
ITS AFFILIATES, OR GONTRACTORS, WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAi/IAGES FOR LOST
PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS
INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. HOWEVER, THIS EXCLUSION DOES NOT APPLY TO
EITHER PARTY'S LIABILITY TO THE OTHER FOR VIOLATION OF ITS
CONFIDENTIALITY OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION RELATES TO CUSTOMER DATA}, THE OTHER PARTY'S INTELLECTUAL PROPERTY
RIGHTS, OR THE PARTIES' RESPECTIVE OBLIGATIONS IN THE SECTION TITLED "DEFENSE OF INFRINGEMENT, MISAPPROPRIATION, AND THIRD PARTY CLAIMS." c. Affiliates and Contractors. Neither Microsoft nor Customer shall bring any action against the other's Affiliates or Contractors in respect of any matter disclaimed on their behalf in this agreement. Each party will indemnify the other in the event of any breach of this provision. unlicensed use, Microsofl will not undertake another verification of the same Customer for at least one year. By exercising lhe righls and procedures described above, Microsoft does not waive its righls to enforce this agreement or to protect its intellectual property by any other means permitted by law.
17. Non-Microsoft Software or Technology.
a. Registered Affiliate is solely responsible for any non-Microsofl software or technology that it inslalls or uses with the Products or Fixes. Microsoft is not a party to and is not bound by any terms governing Enrolls use of non-Microsoft software or technology. Without limiting the foregoing, non-Microsoft software or scripts linked to or referenced from any Product website, are licensed to Registered Affiliate under the open source licenses used by the third parties that own such code, not by Microsoft.
b. lf Registered Affiliate installs or uses any non-Microsoft software or technology with the Products or Fixes, it directs and controls the installation in and use of such software or technology in the Products or Fixes, through its actions (e.9., through Registered Affiliate's use of application programming interfaces and other technical means that are part of the Online Services). Microsofl will not run or make any copies of such non-Microsoft software or technology outside of its relationship with Registered Affiliate. c. lf Registered Affiliate installs or uses any non-Microsoft software or technology with the Products or Fix, it may not do so in any way that would subject Microsoft's intellectual property or technology to obligations beyond those included in the agreement.
18. Miscellaneous,
Notices to Microsoft. Notices, authorizations, and requests in connection with this agreemenl must be sent by regular or ovemight mail, express courier, or fax to the addresses and numbers listed in this agreement. Notices will be treated as delivered on the date shown a
on the return recei or on lhe courier or fax confirmation of delivery b. Assignment. Either party may assign this agreement to an Affiliate only. Assignment will nol relieve the assigning party of its obligations under the assigned agreement. lf either party assigns this agreement, it must notify the other party of the assignment in writing. c. Subcontractors. Microsoft may use contraclors to perform Services and support Online Services. N4icrosoft will be responsible for their performance subject to the terms of this a9reement.
d. Severability. lf a court holds any provision of this agreement to be illegal, invalid or unenforceable, lhe rest of the document will remain in effect and this agreement will be amended to give effect to the eliminated provision to the maximum extent possible. e. Waiver. A waiver of any breach of this agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party.
SeleclPlus20l2AgrGov(US)SLG(ENG)(Oct201 2) Page 14 of 16 Document )(20-04874
Microsoft Corporation
Legal and Corporate Affairs
Volume Licensing Group
One Microsoft Way
Redmond, WA 98052
USA
Via Facsimile:(425) 936-7329
Copies should be sent to:
f. Applicable law; dispute resolution. The terms of this agreement will be governed by the laws of Registered Affrliate's stale, without giving effect to its conflict of laws. Disputes relating to this agreement will be subject to applicable dispute resolution laws of Registered Affiliate's state.
g. This agreement is not exclusive. Customer is free lo enter into agreements to license, use or promote non-Microsoft software.
h. Entire agreement. This agreement, the Product List, all registrations under this agreement, and the Product Use Rights constitute the entire agreement concerning the subject matter and supersede any prior or contemporaneous communicalions. ln the case of a conflict between any of these documents that is not resolved expressly in the documents, their terms will control in the following order: (1) lhese terms and conditions and the accompanying signature form; (2) the Product List; (3) the Product Use Rights; (4) all registrations under this agreement; and (5) all Orders submitted under this agreement. The terms of any purchase order or any general terms and conditions Customer maintains do not apply. i. Survival. Provisions regarding ownership and License rights, fees, Product use rights, restrictions on use, evidence of perpetual Licenses, transfer of Licenses, warranties, defense of infringement and misappropriation claims, limitations of liability, confidentiality, compliance verification, open source license restrictions, obligations on termination or expiration and the other provisions in this section entitled "Miscellaneous' will survive termination or expiration of this agreement and of any agreement in which they are incorporated. ,. No transfer of ownership. Microsoft does not lransfer any ownership rights in any licensed Product. Nlicrosoft reserves all rights not specifically granted. The Products are protected by copyright and other intellectual property rights laws and intemational treaties. k. Free Products. lt is Microsofl's inlent that the terms of this agreement and the Product Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Registered Affiliate is for the sole use and benefll of the Registered Affiliate, and is not provided for use by or personal benefit of any specific government employee. l. Amending the agreement. This agreement (except the Product List and the Product Use Rights) can be changed only by an amendment signed by both parties. m. Resellers and other third parties cannot bind Microsoft. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. n. Privacy and Security. Microsoft and Enrolled Affiliate will each comply with all applicable privacy and data protection laws and regulations (including applicable security breach notification law). However, Microsoft is not responsible for compliance with any laws applicable to Enrolled Affiliate or Enrolled Affiliate's industry that are not also generally applicable lo information technology services providers. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement. Enrolled Affiliate may choose to provide personal information to Microsoft on behalf of third parties (including Enrolled Affiliate's contacts, resellers, distributors, administrators, and employees) as part of lhis agreement. Enrolled Afllliate will obtain all required consenls from third parties under applicable privacy and data protection law before providing personal information to Microsoft.
The personal information Enrolled Affiliate provides in connection with this agreement will be processed according lo the privacy statement available at https://www.microsoft.com/licensinq/servicecenter (see footer), except that Product-specific privacy statements are in the Producl use rights. Personal data collected through Products or Services may be transferred, stored and processed in the United States or any other country in which Microsofl or its service providers maintain facilities. By using the Products or Services, Customer consents to the foregoing. Microsoft abides by the EU Safe Harbor and lhe Swiss Safe Harbor frameworks as set forth by the U.S. Department of Commerce SelectPlus20l 2AgrGov(US)SLG(ENG)(Oc1201 2) Pase 15 of 16 Document )(2G04874
SelectPlus20'1 2AgrGov(US)SLG(ENG)(OcU01 2) Page 16 of 16 Document )(20-04874
regarding the collection, use, and retention of data from the European Union, the European Economic Area, and Switzerland.
For Online Services, additional privacy and security details are in the Product use rights. o. Natural disasters. ln the event of a 'natural disaster", Microsoft may provide additional assistance or rights by posting on http://www.microsoft.com at such time. p. Copyright violation. Except as set forth in section above entitled 'Transferring and reassigning Licenses", the Registered Affiliate agrees to pay for, and comply with the terms of this agreement and the Product Use Rights, for the Products it uses. Except to the extent Registered Affiliate is licensed under this agreement, it will be responsible for its breach of this conlract and violation of Microsoft's copyright in the Products, including payment of License fees specified in this agreement for unlicensed use. q. U.S. export jurisdiction. Products and Fixes are subject to U.S. export iurisdiction.
Customer will comply with all U.S. Export Administration Regulations and lntemational Traf{ic in Arms Regulation requirements as well as all end-user, end-use, and destination restrictions issued by the U.S. and other governmenls applicable to this agreement. For additional informalion, see http://www.microsofl .com/exDortinq.
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For the purposes of this form, 'Customef can mean the signing entity, Enrolled Affiliate, Govemment Partner, lnstitution, or other party entering into a volume licensing program agreement.
This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoff Affiliate signing, as ot the effective date identified below.
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and undersEnd the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. ' indicates rcquired field BY' rhl
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Contract Document
Prlnted Title* Procurement Contract Specialist
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lf customer requires physical media, additional contacts, or is reporling multiple previous Enrollments, include the appropriate form(s) with this signalure form After this signature form is signed by lhe customer, send it and.lhe contract Documents to custome/s l't'"r*i pr,i""1. oi Microson iccouni manager, who must submit them to the following address. When in" ii';iture torrn is tutty executed by Microioft, Customer will receive a confirmation copy Mlcrosoft Ltcensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 8951 1-1 137
USA
Name ol Entlty (must bo logal entity name)'
Signature"
Pri{qd Fllst and Last Name*
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signature Date"
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Nolq; Enter the appllcable 6cllv6 numb8r6 sssoclsled wilh lhe documonls below. Microsolt requir4 lhe sssocialed active numberbe indicaled here, or lbled below as new.
For the purposes of thls form, "Cuslomer" oan maan lhe olgnlng entlly, Enrolled Arlllate, Government Parlnqr, lnslitulion, or olher party entering lnto a volum€ licenslng program agreement.
Thls signalure form snd allconlracl documenls ldentlfied ln lhe lable below are anlered inlo belwaen ths Cuslomor and lhB Microsofl Aflillate signing, as of lhs effacllvs date ldentlfl€d beiow. ,,, By signing below, Customer and lh€ Mlcrosoft Afriliale agree lhat bolh parlies (1) have received, read f; and understand lhe above contract doqumenls, lncluding any webslles or documenls lncorporated by A refer€nce and any amendments and (2) dgree to be bound by the terms of all such documents. ^ lndicates requhed tield
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Afler thls signature form is signod by lhe Cuslomer, send it and the Contracl Documsnts lo Customsr's channel parlner or Mlcrosoft accounl manager, who must 6ubmit lhem (o lhe followlng addross. When ths slgnalure form ls fully executed by Microsoft, Customer wlll recefue a conlirmalion copy.
Mlcrosoft Corporatlon
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6100 NellRoad, Sulle 2'10
Reno, Nevada 8951 l-1137
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Microsoft Services Amendment to the Enterprise Enrollment Federal, State and Local Government & Public Educational lnstitr.ttions Enrolled Affiliate ls ordering Professlonal Servlc€s descrlbed ln the attached Statement of Servlces (SOS) ln connoction Wilh th6 Producls licensed by Enrolled Atfiliate und€r lhe Enrollmenl. The parlles agree that ths Ehrollment ls amended to add the following terms that shall apply lo lhe services described ln the SOS.
Terms and Conditlons
1. Dellnl ons. All terms delined ln lhe Agr€emanl and thd Enrollmont shall apply to thls Amendhenl unless otherwlse stated, Addltional terms are dolined as follows:
"Customor" msans lhB legal entity that has enlered lnto lhe Agreemenl; "Customer Dala" m6ans all data, including all text, sound, sofware, lmqgs or vldeo fles that are provided lo Mlcrosofl by, or on behalfof, Cqstomer 6nd lls Afllliaies ln connecllon with Professlonal SeNices:
'day'means a calendar day, except reterences that speci business day'; "Flx" or'Flxer" meens Pioducl flxos, modificatlons, snhancemenls, or thelr derlvatives, lhat Microsoftgllher releases gonerally (such as Product servlce packs) or that Mlcrosoft provides t0 Customerwhen performlng Professlonal SeMces to address a specllic lssue (lncluding, bul nol limlted lo, workarounds, patches, bug tix-e3, beta fixes snd bela bullds);
"Mlcrosofl" means lhe Mlcrosoft Afliliale thal has entered lnto the Agreement and its Affiliales, as appropriate;
'Pre.Exlsling Work" means any compulercode ormaterlals developed or othelwlse obtalned lndependently oflhe efforts ofa party under a Slatemenl of S€rvlces:
"Professlonal Services" means all Producl support servlc€s and Mlcrosoft consultlng servlces or advic€ provided lo Cuslomer under this Amendment. "Prolesslonal Services' do6s nol lnclude Onllne Services;
'Servlce Dellverables" m6ans any computer code or materials, other lhan Producls or Fixes, lhat Microsoft leaves wllh Customer at lhe conclusion of Microsofl's performance ofthe Professlonal Servicesi 'Slalement ofservlces" means any worl( orders, seNlces doscriplions, or other d€scripllon of Prof€ssional Services that lncorporales this Amendmenl;
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Thls amendment("Amendment") Is enlered into between lhe pa(ies idenlilled on lhe attached program slgnature form. ll amends the Enrollment or Agreemenl ldentllied above. Allterm6 used bulnot defined in this Amendmenl will have the same rneanlngs provided ln lhat Enlollmont or Agreemenl. i
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"Trade Secrot" means information that is not generally known or roadily agcerlainable to the public, has economio value ss a r6sult, and has been subject lo reasonablo steps under the clrcumstances to mainlain lls se$ecy;
"use" or "run" means to copy, lnstall, use, access, dlsplay, run or othorwlse lnteract wlth:
"Volumg Llcenslng Slts" means hth)i//www.nricroso{t.com/licerlqllllQgdlEpll9 or a successor slte ?, Seryrces, The precise scope of the Professlonal Services will bo specllled in a Slatem€nt of Servioes.
Customer or any of Cuslomer's Atfilialss may enler inlo Statemenls of Sgrvicos under lhls Amendment with Mlcrosofl's local Amllates. Mlcrosoft's ablllty lo deliver the ProteEslonal Services depBnds upon Customsr's fulland lim€ly cooperallon, as wellas theaccuracy and completeness of any lnformation Customer provides.
Thls Agre6ment does not obligate eith€r parly or its Affillatos lo enter into any Stalemenls of Sewices. 3, Use, owne$hlp, rlghls and rostlctlons,
a, Ptoducls- tlnle6s otheFrl6e speclfied in the Enrollm€nl, use of any Product ls governed by lhe Use Righls specltlc to each Product and vdrslon and by lhe l6ms oftho spplicabls llcense sgreement. b. Fries add so/vrc es Dollverables.
I Flxe8, Each FIx ls llcBnsed under lhe same lerms as lhe Product lo whlch lt applies. lflhe Fix ls not provlded for a specllic Product, any use lerms Mlcrosott provldes wilh ths Fix will apply. lf no use t6rms ar6 provlded, Cuslomer shall have a non-exclusive, perpelual, tully pald.up liQense lo use End reproduce lhe Flx solely for lts lnternal buslnoss purposes.
Cuslomer may nol modlly, change lhe lile namo or comblne any Flx wllh aiy .pn-Microsoft compuler code, excepl as expressly permltted in the Agleement.
Pre.Exlstlng Wofi. All dghts ln Pre-Exlsling Worl( will remain the sole properly of lhe pady providing lhe Pre-E{stlng Woft. Each party may us€, r€produc€ and modify the other parly's Pre-Exletlng Woft only as n€odod to perform obllgsllons relatod to Professlonal Services.
.
l. Sellcos Dellvercbles. Upon psyment ln lull, Microsoft granls Customer a non-axclusive, non-lransferable, perpelual license to reproduce, use and modify the Sgrvicos Dellverables solely for Custom€r's internal buslness purposes, sublecl to tho torms and condllions ln this Amendment.
lv. Afflliates' righls. Customer may only sublicense ils rights in SeNices Dellverabl$ and Sample Code granled hereunder to lls Affilialos, but Customer's Affiliates may nol subllcenso lhese righls. Cuslomer is responslble for ensuring its Afllliates' compliance with thls Amendmenl.
Non.Mictosoft software and teclnology, Customer is solely responsible for any non-Mlcrosoft soltware or technology that Customer installs or uses wlth the Products, Fixes or Ssrvices Deliverables, Customsr may not inslall or use non-Microsoft softwaro or lschnology ln any way that would subjsct Microsott's intelleclual properiy ort€chnology to obllgallons beyond those included in lhis Amendment.
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Pag6 2 ofo
d. Sample Code, Upon payment in tull, Mlcrosoft grants Customer a non-exclusiv€, perpelual, non- kansferable license to use and modlfy any Sof[^,/are code provided by Mlcrosoft for lhe purposes of lllustratlon ("Samplo cods") and to roproduce and distlibut€ lhe obJecl code form ol th€ sample Code for Cuslomer's internal business purposes only and not lo any unatfiliated thlrd party.
Resll/crlors or use, Customer musl not (and ls not licensed to) (1)reverse onginoer, de-complle ordisassemble any Product, Fix or Service Deliverable; (2) install or use non'Microsoft sottware or technology in eny way that would sublecl Mlcrosott's lntellectual prop€rty or lechnology to any olher license terms: or (3) worl( around any technlcal limitallons in a Producl, Fix or Servlces Deliv€rable or reslrictlons in Produc( documentation. Exc€pt as expressly permitted ln lhis Amendment or s Slatemenl of Services, Customer must not distribut€, sublicense, rcnt, lease or lend any Product, Flx or Service Deliverable, ln whole or ln part, or u6€ lhem to offer hosling servlces to a th,rd psrty.
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t, Reseruation ol Rigr,ls. Products, Fixes, and Service Dellverables are prolected by copyright and olher lntellectual property rlghts laws and lnternalional treatles. Mlcrosoft ressles all rlghls not sxpressly granted ln thls Agreemsnt. No rlghts wlll be granted or impli€d by waiv€r or estoppel. g, SupporTab ny ol Products. Suppori lor Producls ls availablo under lh€ terms of a liconsing agr€ement, a separale Stalem€nt of Services or under the lems set torth at ht(p://6(n]l)or[.nrlcrosofl.corn or a succesEor $lle.
4. confldentlatlty, Subject to lhe requirements ofCuslome/s public records and trad6 secrEl laws (il any); "Confldenllal lnformalion'ls non-publlc lnformallon that lE deslgnalBd "conlidenllal' or that a reBsonable person should understand ls confidenllal, and lhe term6 oflhls Amendment, lt lncludes, but ls not limitod lo, non-public intormatlon regarding either party's producls, features, markeling and promollons, and lhe negoliated terms ofany Statement of Servlces.
conlidenlial lnformallon does not lnclude lnformation that (a) beclmes publlcly avqllEble without I breach of thls Amendment, (b) lhe r€ceiving party recelved lawfully from anolher source wilhout a conlldentiaiity obllgatlon, (c) is lndependenlly d€veloped, or (d) is a cgmmenl or suggestlon vpluhteered about the other p6rty'6 buslness, produclG or serylcss.
Each parly wlll lake reasonable sleps to prot€c!thg olher's Conlidsnlial lnformallon and wlll use lhe olher parly's Conlidential lnformation only for purposos of lhe partlss' buslness relationship, Noither party wlll disclose that conlidential lnformatlon lo thlrd parties, oxcept to ltr employ€es, Amllates, conlrdctols, advl6or6, and consultants (collectively -Representalives") and thon only on a need-to-knowbasb, under non-disclosure obllgalions at least as proteotive as thls Agreemenl. Each party remains respon3lble (or lhe use of the Confidenlial lnformallon by ils Reprosenlatives and, ln the event of discovery of any unaulhoriz€d use or discloEur€, musl promptly noti0 the olher party.
A party may disclose the other party's Conlidenual lnlornalion if required by lau but only after lt notilies lhe other party (lf legally permlssible) to enable lho other party to seek a protectlve order.
Neilher party ls required to reslrlct work assignments of lF ,epl€s€nt8liv6a who have had access to Confldenllal lnformallon. Each party agreas lhat use o, lnformation ln repre6entatives' unalded memorles in lhe dovglopmonl or deployment of ths partlgs' r€sp€ctlve producls or o€rvlces does not creat€ liabllily under lhis Amendment or Trade Secrot law, and each party agrees to limit what itt iscloses lo the olhsr acaordingly.
These obJlgations apply for a period of five yeals afler thd conlidential lnformation ls recelved.
5. Compllance wlth dppllcable taws, prlvacy and Eecuity, a. Cuslomer consents to lhe procossing ol personal information by Miorosoti and its agenls to facilitate the subJect matt€r of thls Amendment. Customer wlll obtaln all r€qulr€d consents lrom lhkd parll6s (includlng Gustomer's contacts, r€ssllors, dislributors, adminlstralorF, and employees) under appllcable privacy and data proteclion law bsfore providlng personal in,ormallon to Microsoft. b. PerEonal lnformauon collected through Proles5lonal S€rvlces (l) may bB kansforred, stored and processed ln lh6 United States or any olher counlry in which Microsolt or ils contractors mainlain facilities and (ii) wili be subJecl to lho privary terms spocllied in lhe Uso Righls. Microsofl will ablde by lhe requkements of European Economlc Ar€a and swiss data prolection law regardlng the colleclion, use, lr€ns[er, retehtioh and procossing of personal data from the European Economic Area and swltzerland.
c U.s. Export. Microsott Products, Flx€s and s6rvico6 Doliverebles are sublecl lo U.S, expart jurlsdiclion, Customor must comply with all appllcable lnternational and national laws, including lhe U.s. Export Admlnislratlon Regulatlons, the lnternational Traflic ln Arms Regulalions, and end-user, end us8 and destinatlon reskictions by U.s. and olher governments relaled to Mlcrosoft Products, services. and technologles.
6. Warran{es.
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a. Llmlled wal/€nllag and remeclles - Proresslo,a, Serv,ces, Microsoft warrants that lt will pe(orm Proresslonal Servlces with professional caro and sklll. ll Mlcrosofl fails lo do Bo, and Customer notlfies Microsoft wilhin g0 days oF the date lhe Professlonal SeMces were performed, then Microsott wlll, at lts dlscr€llon, ellher re-perform the Professlonal S€rvices or return th€ pdc6 pald for them. These r€medles are Customer's sole remedies for breach of wananllos ln lhls seotlorr Cuslomer waivos any broach ofwarranty claims not mEde during lhe wananty period. h, Excluslons, Th€ wananlies in this Geclion do nol cover problem8 causod by accid€nl, abuse or use ln a manner inconsislent with this Am€ndment, lncluding lailure lo meet minlmum system requirements. These warrantlos do not appty to free, kial, pre'release or beta Producls or to compononts of Products that Customer ls permitted to redistribule, DISCLAIMER. Excopt for tho llmllgd warralltlee aboyg, MlcroBofl provideE ng olhotwarrantlos or condltlon6 and dlsclalms any other expres8, lmplled or slatulory warrantlesr lncludlng warranlles of quallty, morchantablllly, tltnqo8 tor a partlcular purpose, tllle and non-intrlngsment. 7, Delenso of thlrd-pany claims,
B, Llmltatlons of llab lty.
Each pady's matimum, aggregate liabillly to Ihe olher ls limlted to direct damages linally awarded in an amount not to exceed fte amounls Customer was requked to pay for lh€ applicable Statemenl of SeNices, subjecl to lhe followlng.
To lheexlent not ptohibited by applicable law, the parti6s willdelend each olheragainst the third-parly claims descrlbod ln lhis Gectlon and wlll pay lhe amounl of any resulling sdvels€ llnal judgment or approv6-d seltl6menl, butonly iFthe defendlng party ls promptly notified ln wrltlng oflhecl4lm and has the rlghttocontrol the defense and any 66ttlement of it (subject to (subject to 28 u.S.C. S 516 ls Customer is I Federal Government agency). Th6 party belng dofended must provlde the defendiho party with all requested asslstanc€, lnfdrmatlon and authorlty. Th6 defEnding party will reimburse lhB other parly for roasonable out- of-pocket expenses it lncurs ln provlding asslEtance, This section doscllbos the panies' 6ole remedies and enlire liability for such claims.
a. By MlcJosott, Mlcrosott wlll defond Cuslomer against any lhird-party claim lo lhe extsnt lt alleges that Eny Fix or Servlces Deliverabl€ mede evallablo by lricrosoll for a fee and uaed wilhln lhe 6cope ol Seclion 3 ol thls Amondment (unmodilied Irom lho form provld€d by Micro6ofl and not combined wilh anylhing olge) misapproprlates a trade secret or dlrectly lnfringes a pat€nt, copyrlghl, or trademark or olher proprletary llghl of a thlrd pany. ll Mlcrosoft ls unable to rosolve a clalm of lnfringement under commercially reasonable lorms, it may, at lts option, elther (1) modify or replace the Flx or Servlces Deliverable wllh a functlonal equlvalent: or (2) lerminale Customer's lic6ns6 and rotund any fee6 pald for such Flx(es) and Servlces Deliverable(s). Microsott will nol be liable tor any clalms or damage8 dde to Customeis continued use of a Producl, Flx or SeMces Deliverable atter belhg notilied to stop due to s third.party claim. b. By Customsr. To the exlenl permitted by applicablo law, Customer will defend Mlcrosoft against any thi.d-parly claim to the extonl it alleges that customefs use oF any Fix or Servlces Delivsrable alone or In comblnatlonwith anylhlng els8, violates the law or damages a lhlrd party.
Notwilhstanding lhe toregolng, Mlcrosoft's rlghts set lorth in lhis section (and the righls of the third pa(y clahlng htringement) shall be governed by the provlslons ol 28 U.S.C, S 1498, lf Cuslomer ls a Fedetal Governmenl agency,
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a, Frse Protesslonal S€rvlces and Dlstributable code. For Professional Services provlddd frbe ol charge snd code that Customer is aulhorized to redisklbute to lhird partles withoul a separate paymenl to Microso(, Mlclosofl's llablllly is limited to direcl damages rinally awarded up to us$5000.
b. Excluslons. ln no event will elther party te liable for any lndirect, lncldental, special, punllivs, or consequentlal damagesi or for loss of use, loss oI buslnsss informalion, loss of revenue, or lnterruptlon of buslness, howevel cau6ed or on any theory of llability. c. Exceptlons, No limllation or exclusions wlll apply to liability arising out ol ellher party's (1) conlidBntiality obligalions (except for all llablllty related to Customer Data, whlch wlll remain subject AmendmenlApp v4.0 CTM.F|/VI(-GTC-AGR Bo
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to lhe limilalions and Bxclusions above); (2) defense obligations; or (3) violalion of lhe other parly's intell6clual properly righls.
0, fetm and tdrmlnallon, This Amendmenl will remain ln €ffect until terminated.
Either pady may lerminal€ lhis Amsndment al any lime without cause by glving the other party at least 60 calendar day6 prior wrltl6n nolic€. Terminating this Am€ndm€nt wlll not aFlect any exlstlng Slatements ol Services bul will l€rminat€ the abillty oflhe padles to enter into subsequenl Stalements of Services.
Cuslomel may l€rmlnal€ a Slatement of Ssrvic€s upon 30 days' notic€. EilhBr parly lq the Slaiem€nt of SsNices may l€rmlnale it if lhe other party ls ln material breach or detault ol any obligqtbn thst is not cured wlthln 30 calendar days' nollce ol such br€8ch. Mlcrdsofl may termlnale I Slalement of Servlces it Custpmer fails to pay any invoice lhat ls more lhan 60 days outstandlng. Cuslomer agr€ss to pay all l€es lor Professional S€rvices performed and expenses incurrsd prior to lermlnalion and Eny addilional amounts lhal msy be sp€cllied in a Sletomenl of Servicos. LJpon Mlcrosolt's receipt of paymenl for lha Prolesslonal Sqrvlces, Custome/s lnleresls In the SeMces Oellverables will vesl. 10, Mlscqllanoous.
a. Nollces. Nqtices must be sent lo lhe addresr on lhe slgnature page of thls Amendm€nt or on sn appllcable Stgtement qf Services. All noliaes, aulhorizallons, and requests given or mada ln conneclion wlth lhls Am€ndment musl be ln lyrillng and will bs lrcal€d as deliver€d on lhe date shown on lhe return roceipt or on lhe coudel or fax conlirmallon of dellvery. Mlcrosoft may provlde lnformation to Customer aboul upcornlng orderlog d€adlinee, servlces and subscriptlon lntormalion ln eleclronic form, including by emailto contacls provided by the Customer, Emails wlll be tr€?tod 6s delivered on lhe lransmlsslon date-
h, Appllcable law; dlspule resolullon, This Amendment togethsr wilh lhe applicable Statemenl of Servlces wlll b€ govdrned by lh€ laws set forth In the Agreemenl.
Sevarcb lty, lf any provlsion ol lhls Amendment ls held to bs unenforcoable, lhe balanc8 of lh6 Amendment wlll remain ln full lorce snd effecl.
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e. Sullval. All provislons surviv6 t€rminatlon or sxplratlon of lhis Am€ndfliont, exc€pt those rsqulrlng perlormance only duieg lhe term of a Slatement of Servlces. f. Mlcrosoft as lndspandent contractor. The parllos ar€ independsnt conkactors. Customer and Mlcrosoft each may dev€lop products lndependently wllhout uslng the olhe/s Con,idenllal lnformetlon.
g, Use of contraclors. Microsolt may u8e conlractors lo porform Professlonal Servicos but will b€ responslble forthoh performance Eubject to lhe terms of thls Amendment. h. lnstrance whlls peiomlng Prcfesslonal Serulcos on Cuslomot's premrses. l\,Ilcrosoft will maintaln lnduslry-appropdate lnsurance coverag€ at all times when performlng Professional Servicas on Cu6tomer'6 premises underlhis Amendment via commercial lnsuranc€, selllnsuranc€, or any oth€r slmllar tisk linanclno allornative. Microsoft wlll provldo Customer with Gvldenc€ of covBrage on request.
i, Anendnents, Any modilication to lhis Amendment must be execuled by both parlies, except lhat Microsofl may change the Product Terms and Us€ Rights ln accordance wlth the t6rms of the Agreemenl. Any additlonal or conflicling terms and condillons contained ln Cuslomer's purchase order are oxpressly r€jected and will not apply.
l. No transfer ol owrorsrrrp. Mlcrosolt does not lransler ownershlp rlghts ln any Producl. Th6 Products are proteoted by copyright and other intellectual property rights, laws and inlemational lreaiies.
d, Walvet, Failure lo entorce any provislon of lhls Amsndmenl wlll not conslltute a walver. Any waiver must be made in writing and slgned b,y an authorized reprssentatlve ol the weiving party, Amendm6nlApp v4.0 CTM.FW(-CTC.A6R BD
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k. Prctesslonal Sowlcss paymentterms, Customer agr€9s to pay alllses ln a Slatom€nt ofS€rvlc€s wilhln 30 days ofthe dal6 of Mlcrosoft's invoic€ unl€ss th€ Slatement of Sorvlcss provld€s otherwlse.
Mlcrosoft may assess a linance charge of the lesser of l8o/o per annum, accru€d, calculated and payable monthly or the hlghest amount allowed by law on all past due amounls dua lo Mlcrosoft.
Microsott wlll have no obli0allon to conllnuo to provide Prolessional Services lf Custom€r falls lo make lim€ly payment.
l. Taxea. lf any amounts are Io b6 paid to Mlcrosofl, lh6 amounts ow6d are exclusive ol a[y taxos. Customer shall pay all value added, goods and serylcas, sales, gro8s rec€iptE or other Itansaction taxes, fees, charges or surcharges or other slmllar lax€8, chares or l€os orany regulalory co8l rocovery and othor surcharges lhal are owed under thls Amendment and whlch Mlcrosoft ls pemitted to collect from Customer. Customer shall also be rcsponsible for an appllcable stamp tax6s and for atl olher taxes that ll ls legally obllgated lo pay, lncludlng any taxes lhat arls€ on the dlstrlbutlon of provlslon of Professional Serylc€s by Customer to ll8 Affiliates. Mlcrosoft shall be respoDslble for paymenl of alltaxes based upon lls nol lncom6, gross rec€lpts taxos impo6ed ln ll€u of laxes on lncome or prolits, or taxes on Microson's propody own€6hip. lfany laxss are r€qulred to be wllhheld on paymenls made lo Mlcrosoft, Customer maydGduct such laxss from lh6 ameunt ow8d and pay them to lhe appropriate laxlng authorllf provlded however, lhat Customer sh6ll promplly secure and delivsr an oriicisl recoipt lor tho36 withholdings and olher documenls reasonably rBqu€stsd by Mlcrosofl to clalm s foi€lgn tax credll or refund. Customqr wlll ensure lhat any taxes withheld ar6 minimiz€d to lhe exlent posslble uMer applicable law. /r, No thlrd-party beneflclarle6, This Amendment does not create and thlrd-party beneficlary rlghls Except tor changes mad6 by lhis Amendmenl, lhe Enrollm€nt or Agreemenl idenlilied above remalnB unchanged and ln fullforce and effecl. lflhere is any conflicl belwson any provislon in this Amehdmenl and any provlslon ln lhe Enrollmenl or Agreemenl identified above, thls Amendment shall conlrol.
Thls Amendment must be attached to a slgnature form to be valid.
Mlcrasofl lnternal Use Onl
_Consulting Services Amendment for EA
Attach.docx
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Amendm€nl,App v4.0 CTM,FW(.CTC AGR BD
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