HomeMy WebLinkAboutItem 6d. Attachment B - County of Riverside Master Agreement – EA 8084445SUBMITTAL TO THE BOARO OF SUPERVISORS
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA
fiEMi 3.22
(tD # 25566)
MEETING DATE:
FROM : RIVERSIDE COUNTY INFORMATION TECHNOLOGYluesday, Septemb et 10, 2024
SUBJECT: RIVERSIDE COUNTY INFORMATTON TECHNOLOGy: Approve the Licensing
Solution Providers (LSPS) Agreements with SHI lnternational Corp., lnsight public Sector. lnc,
Crayon Software Experts., Zones LLC., CDW Government LLC, Dell Marketing Lp, and
Softchoice lnc. to provide Microsoft products and services to all governmental entities within the
State of California using the County of Riverside's Enterprise Agreement no. 8084445 from
November 1,2024, through October 31,2027, with the option to renew for three additional
years through October 31, 2030, All Districts. [RCIT ISF Contract Revenue]
RECOMMENDED MOTION: That the Board of Supervisors:
1. Approve the Licensing Solution Providers (LSPs) Agreements with SHI lnternational
Corp., lnsight Public Sector. lnc, Crayon Software Experts., Zones LLC., CDW
Government LLC, Dell Marketing LP, and Softchoice lnc. to provide Microsoft products
and services to all governmental entities within the State of California using the County
of Riverside's Microsoft Enterprise Agreement no. 8084445 from November 1,2024,
through October 31 , 2027 , with the option to renew for three (3) additional years through
October 31 , 2030;
2. Authorize the Purchasing Agent, in accordance with Ordinance No. 459, and as
approved as to form by County Counsel, to sign amendments that exercise the options
that stay within the intent of the LSP Agreements; and
3. Authorize the Chair of the Board to sign three (3) copies of the Licensing Solution
Providers (LSPS) Agreements on behalf of the County and direct the Clerk of the Board
to retain one (1) copy of each of the Licensing Sotution providers (LSps) Agreements
and return two (2) copies of each of the Licensing Solution providers (LSps)
Agreements to RCIT for distribution.
ACTION:
MINUTES OF THE BOARD OF SUPERVISORS
On motion of Supervisor Gutierrez, seconded by Supervisor perez and duly carried by
unanimous vote, lT WAS ORDERED that the above matter is approved as recommended.
Ayes:
Nays:
Absent
Date:
xc:
Jeffries, Spiegel, Washington, Perez and Gutierrez
None
None
September 10, 2024
RCIT
lD# 25566
Kimberly A. Rector
Clerk e Board
By
Depu
3.22Page 1 of 4
SUBMITTAL TO THE BOARD OF SUPERVISORS COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA
FINANCIAL OATA Currsnt Filcal Y6ar:Total Cost:Ongolng C t
cosr $0 $0 $0 $0
NET COUNTY COST U 0 $0 $0 0
SOURCE OF FUNDS: Revenue (1% of all enrollments)Budget Adjustment: No
For Fiscal Year: 24125-27128
C.E.O. RECOMMENDATION: Approve
BACKGROUND:
Summary
The request before the Board is to approve the Licensing Solution Providers (LSPs) agreements
with SHI lnternational Corp., lnsight Public Sector. lnc, Crayon Software Experts., Zones LLC.,
CDW Government LLC, Dell Marketing LP, and Softchoice lnc. to provide Microsoft products
and services to all governmental entities within the State of California using the County of
Riverside's Enterprise Agreement no. 8084445 (the "Master Agreement") from Novembeli ,
2024, through October 31 , 2027, wilh the option to renew for three (3) additional years through
October 31 , 2030.
On September 25, 2001 (Agenda ltem 3.29), the Board of Supervisors approved all
departments in the County of Riverside to enroll in a statewide Microsoft Enterprise Agreement
to lower costs and receive the deepest discount available. As a result, the County became the
lead agency in managing a statewide Microsoft Master Agreement that provides software
licensing across the State of California to government agencies. An agreement of this nature
allows for government agencies of any size to lock in pricing for the length of their enrollment,
the ability to amortize the cost of new licenses over the length of the contract, and the flexibility
to raise and lower commitments on hosted services during the annual license true-up period.
On October 22,2019 (Agenda No. 3.16), the Board approved the renewal of the statewide
Microsofi Enterprise Agreement with ten licensing solutions providers (LSP) to enroll other
Government Agencies in Microsoft Enterprise Agreement #8084445 from November 1 , 2019,
through October 31, 2021. The Purchasing Department and each LSP later amended these
agreements in 2020 to be effective from November 1 , 2019, through October 31, 2024.
These Licensing Solution Provider Agreements (the "Agreement") are intended to be available
and leveraged by government agencies throughout the State of California (the "Enrolled
Affiliates"). This type of agreement allows agencies to lock in pricing for the length of their
enrollment, amortize the cost of new licenses and support across multiple years, provide
unlimited access to all t\/icrosoft software, and allow flexibility to raise and lower commitments
on hosted services. Like the County of Riverside, other government entities are challenged to
keep their software current while minimizing the associated costs.
Page 2 oi 4 tD# 25566 3.22
SUBMITTAL TO THE BOARD OF SUPERVISORS COUNry OF RIVERSIDE,
STATE OF CALIFORNIA
The county of Riverside lvlicrosoft Master Agreement is used by all county agencies for the
purchase of Microsoft software licenses, software maintenance, cloud services, and
professional services. Common desktop products that are purchased include but are not limited
to Microsoft Windows, Microsoft Office, Microsoft Visio, and Microsoft project. Common
enterprise products include but are not limited to Mrcrosoft windows server, Microsoft sel
Server, and Microsoft System Center. Common cloud subscription services include but are not
limited to Microsoft Office 365, Irilicrosoft lntune, and Microsoft Azure.
Over 900 government agencies utilize the existing County of Riverside Microsoft l\ilaster
Agreement. The County of Riverside has made significant strides toward setting enterprise
software and licensing standards, emphasizing consolidated agreements. These standards and
volume pricing are shared with other government entities across California as more government
agencies discover the benefits of entering into a Microsoft Enterprise Agreement.
lmpact on Reside nts and Businesses
There is no negative impact on residents or private businesses. The master agreement
provides maximum discounts because of cooperative efforts with various governmental
agencies in california. The county of Riverside will benefit from enrollments from other
governmental agencies, which will be 1o/o ol the annual enrollment amount per each Enrolled
Affiliate.
Additional F iscal lnformation
Licensing Solution Providers (LSPS) will be charged 1% of the annual enrollment amount per
Enrolled Affiliate to leverage the Riverside county Master Microsoft Agreement No.80g4445,
select Plus Agreement No. 7756479, Microsoft Unified Support services, Microsoft consulting
Services, and I\/icrosoft lncident Response.
This wjll be an annual fee per enrollment, including Affiliates' Shadow Enrollments:
Example - A three-year aggregated agreement with a contract amount of g3OOK, divisible by
three years, will result in an LSP Participation Fee of 91 ,000 annually ($1OOK multiplied by 1 %).
RClr will invoice the Awarded LSP annually based on the enrollments verified from the
"Reporting of Active Enrollments" list submitted each calendar year. payment is due to
Riverside county lnformation Technology thirty (30) days from the invoice date. These costs
should not be pushed to the customers and should be absorbed by the LSp as directed in the
Licensing Solution Provider Agreement and RFQ no. ITARC-00S32
Contract Historv and Pri ce Reasonableness
Purchasing and Fleet Services, on behalf of Riverside lnformation Technology (RCIT), released
a Request for Quote (RFQ #ITARC-00532) for Microsoft Enterprise Agreement Licensed
Support Providers' (LSP) Selection, posted publicly on publicpurchase. com on April 16,2024,
(750) potential vendors were notified, and (58) vendors accessed the bid.
Page 3 of 4 lD# 25566 3.22
SUBMITTAL TO THE BOARD OF SUPERVISORS COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA
Upon bid closing on May 9,2024, the County received seven (7) responses. The bid responses
were based on a percentage markup from Government level D pricing established by Microsoft
and provided to all LSPs. The markup ranges from I .1o/o to 5.5Yo for M icrosoft Enterprise Online
Services and products and 2o/o to 7% for Mjcrosoft lncident Response, Unified Support, and
Consulting Services. The County team evaluated the responses and decided to award to the
seven (7) LSPs who responded to the RFQ to provide support for the entire State of California.
ATTACHMENTS:
A. Licensed Support Provider (LSP) Agreement no. ITARC-00929 with SHI lnternational
Corp.
B. Licensed Support Provider (LSP) Agreement no. ITARC-00930 with lnsight pubtic
Sector. lnc
C. Licensed Support Provider (LSP) Agreement no. ITARC-00931 with Crayon Software
Experts.
D. Licensed Support Provider (LSP) Agreement no. ITARC-00932 with Zones LLC.
E. Licensed Support Provider (LSP) Agreement no. ITARC-00933 with CDW Government
LLC
F. Licensed Support Provider (LSP) Agreement no. ITARC-00934 with Dell Marketing LP
and
G. Licensed Support Provider (LSP) Agreement no. ITARC-00935 with Softchoice lnc.
p
Page 4 of 4 tD# 25566 3.22
DocuSign Envelope lD: D1C85720-9C7F-4A8E-8635-A6ts1851FAA9E
ACREEMENT # ITARC-00929
LICENSED SUPPORT PROVIDER (LSP)
AGREEMENT No. ITARC-00929
For
MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO.8084445
BETWEEN
COUNTY OF RIVERSIDE
And
SHI INTERNATIONAL CORP.
This Agreement is entered between the COUNTY OF RIVERSIDE. a political subdivision olthe
State of Califomia. (herein ref'ered to as "COUNTY"), and SHI lnternational Corp.. New.lersey corporation
authorized to conduct business in the State of Calilornia (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:
l. All Terms and Conditions olthis Agreement No. ITARC-00929 shall govern purchase of Microsoft
products and services under Microsoft EA no. 8084445 by County through the LSP.
2.Pcriod of Performance:
This Agreement shall be effective from November 0l .2024 and continues in effect through October
31.2027. with the option to renew for an additional three-year period expiring on October 3 l. 2030.
rvith no obligation by the County of Riverside to purchase any specified amount ofgoods or services.
In addition. the County may at any time choose to transfer the enrollment f'rom one LSP to another
LSP pursuant to the transfer terms set by Microsoft.
1'he period of performance for the enrollment with the LSP may be fbr up to a three-year term with
the option to renew the enrollments with contracted LSP through the LSP contract expiration date.
Compensation
The COUNTY shall pay the LSP for products as stated in Exhibit A. incurred in accordance with
the terms of this Agreement. The COUNTY is not responsible for any fees or costs incurred above
or beyond the contracted amount and shall have no obligation to purchase any specified amount of
services or products.
Non-Appropriations: The COUNTY obligation for payment olthis Agreement beyond the current
fiscal year end is contingent upon and limited by the availability of COUNTY funding l'rom which
payment can be made. and invoices shall be rendered "monthly" in arrears. In the State of California.
Government agencies are not allowed to pay excess interest and late charges. per Covemment Codes.
Section 926. I 0. No legal liability on the part of the COUNTY shall arise for payment beyond June
30 of each calendar year unless lunds are made available for such payment. In the event that such
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iirnds are not forthcoming fbr any reason, COUNTY shall immediately notify CONTRACTOR in
writing: and this Agreement shall be deemed terminated. have no f'urther force. and effect.
Hold Harmless/Indemnification:
4.1 LSP shall indemnily and hold harmless the County ol'Riverside. its Agencies. Districts,
Special Districts and Departments. their respective directors. officers. Board of Supervisors.
elected and appointed officials. employees. agents and representatives (individually and
collectively hereinafter referred to as Indemnitees) from any Iiability, 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. t,SP shalldef'end the Indemnitees at its sole expense including all
costs and fees (including. but not limited. to attorney fees. cost of investigation. defense and
settlements or awards) in any clairn or action based upon such acts. omissions or services.
4.2 With respect to any action or claim sub.ject to indemnification herein by LSP. LSP shall. at
their sole cost. have the right to use counsel oftheir own choice and shall have the right to adjust.
settle. or compromise any such action or claim without the prior consent of County: provided.
however. that any such ad-justment. settlernent or compromise in no manner whatsoever limits
or circunrscribes LSP indemnification to lndemnitees as set tbrth herein.
.1.3 LSP obligation hereunder shall be satisfled when LSP has provided to County the appropriate
lonn of disrnissal relieving county fiom any liability for the action or claim involved.
Termination:
5.1 County may terminate this Agreement without cause upon thirty (30) days written notice
served upon the LSP stating the extent and effective date of termination.
5.2 County may. upon five (5) days written notice terminate this Agreement for LSP default. if
LSP ref'uses or fails to comply with the tenns of this Agreement or fails to make progress that
may endanger performance and does not immediately cure such failure. In the event ofsuch
termination. the County may proceed with the work in any manner deemed proper by County.
5.3 LSP rights under this Agreement shall tenninate (except for fees accrued prior to the date of
termination) upon dishonesty or a willful or material breach of this Agreement by LSP: or in the
event of LSP unwillingness or inability for any reason whatsoever to perform the terms of this
Agreement.
Alteration or Changes to the Agreement
The Board of Supervisors and the County Purchasing Agent and/or his designee is the only
authorized County representatives who may at any time. by written order. alter this Agreement. If
any such alteration causes an increase or decrease in the cost of. or the time required for the
performance under this Agreement. an equitable adjustment shall be made in the Agreement price
or delivery schedule, or both, and the Agreement shall be modified by written amendment
accord ingly.
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AGREEMENT # ITARC-00929
7. Notices
All correspondence and notices required or contemplated by this Agreement shall be delivered to
the respective parties at the addresses set forth below and are deemed submitted two days after
their deposit in the United States mail. postage prepaid:
LSP
SHI Intemational Corp.
Attn: Moitrayee Ma jumdar
290 Davidson Ave.
Somerset. NJ. 08873
Moitrayee Maj umdar@SH I.com
I nsu rance
Without lirniting or diminishing the LSP'S obligation to indemnify or hold the COUNTY harmless.
I-SP shall procure and maintain or cause to be maintained, at its sole cost and expense. the following
insurance coverage's during the terrn of this Agreernent. As respects to the insurance section only.
the COUNTY herein refers to the County of Riverside. its Agencies. Districts. Special Districts.
and Departments. their respective directors. officers. Board of Supervisors. employees, elected or
appointed ofTicials. agents. or representatives as Additional Insureds.
A. Workers' Compcnsation:
l1'the LSP has employees as defined by the State ol'Califbrnia. the LSP shall maintain statutory
Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of
California. Policy shall include Ernployers'Liability (Coverage B) including Occupational Disease
with limits not less than $1.000,000 per person per accident. The policy shall be endorsed to waive
subrogation in lavor of The County of Riverside. Policy shall name the COUNTY as Additional
Insureds.
B. Commercial General Liability:
Commercial Ceneral Liability insurance coverage. including but not limited to, premises liability.
unmodified contractual liability. products and completed operations liability. personal and
advertising injr"rry. and cross liability coverage. covering claims which may arise from or out of
LSP'S pertbrmance of its obligations hereunder. Policy shall name the COUNTY as Additional
Insured. Policy's limit of liability shall not be less than $2.000,000 per occurrence combined single
limit. Ifsuch insurance contairrs a general aggregate Iirnit, it shall apply separately to this agreement
or be no less than two (2) times the occurrence Iimit. Policy shall name the COUNTY as Additional
lrrsureds.
C. Insurance Requirements for IT Contractor Services:
COUNTY
Riverside County Information Technology
Aun: Procuremerrt Contract Specialist
3450 l4'r' Street
Riverside. CA 92501
li
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ACREEMENT # ITARC-00929
t-SP shall procure and maintain for the duration ofthe contract insurance against claims lor injuries
to person or damages to property which may arise lrom or in connection with the perfonnance of
the work hereunder by the LSP. its agents. representatives. or employees. LSP shall procure and
maintain for the duration ofthe contract insurance claims arising out oftheir services and including,
but not limited to loss. damage. theft or other m isuse of data. infringement of intellectual property.
invasion of privacy and breach of data.
Cyber Liability Insurance. with limits not less than $2.000.000 per occurrence or claim. $2.000,000
aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is
undertaken by LSP in this agreement and shall include. but not limited to" claims involving
infringement of intellectual property. including but not limited to inlringement of copyright.
trademark. trade dress. invasion of privacy violations. information theft. damage to or destruction
of electronic information. release of private infonnation. alteration of electronic information.
extortion and network security. The policy shall provide coverage for breach response costs as well
as regulalory fines and penalties as well as credit monitoring expenses with limits sufficient to
respond to these obligations.
If thc t,SP maintains broader coverage and/or higher Iimits than the minimums shown above. the
County requires and shall be entitled to the broader coverage and/or higher limits maintained by
the LSP. Any available insurance proceeds in excess ofthe specified minimum limits of insurance
and coverage shall bc available to the County. Policy shall name the COUNTY as Additional
Insureds.
D. General lnsurance Provisions - All lines:
l) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State
of California and have an A M BEST rating of not less than A: VIII (A:8) unless such
requirements are waived, in writing. by the County Risk Manager. If the County's Risk
Manager waives a requirement for a particular insurer such waiver is only valid for that
specific insurer and only l'or one policy term.
2) The LSP must declare its insurance self'-insured retention for each coverage required herein.
Ilany such self-insured retention exceeds $500.000 per occurence each such retention shall
have the prior written consent of the County Risk Manager before the commencement of
operations under this Agreement. Upon notification of self-insured retention unacceptable
to the COUNTY, and at the election of the Country's Risk Manager. LSP'S carriers shall
either; I) reduce or eliminate such self'-insured retention as respects this Agreement with
the COUNTY. or 2) procure a bond which guarantees payment of losses and related
investigations, claims administration" and def'ense costs and expenses.
3) LSP shall cause LSP'S insurance carrier(s) to furnish the County of Riverside with either
l) a properly executed original Certificate(s) of lnsurance and certified original copies of
Endorsements eff'ecting coverage as required herein, and 2) if requested to do so orally or
in writing by the County Risk Manager. provide original Certified copies of policies
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AGREEMENT # ITARC.OO929
including all Endorsements and all attachments thereto. showing such insurance is in full
force and elTect. Further. said Certificate(s) and policies of insurance shall contain the
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 modification. cancellation.
expiration or reduclion in coverage of such insurance. If LSP insurance carrier(s) policies
does not meet the minimum notice requirement found herein. LSP shall cause LSP's
insurance carrier(s) to lurnish a 30 day Notice of Cancellation Endorsement.
4) ln the event ofa material modification. cancellation. expiration. or reduction in coverage.
this Agreement shall terminate fbrthwith. 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 fbrth herein and the insurance required herein
is in full lorce and effect. LSP shall not commence operations until the COUNTY has been
fumished original Certificate (s) of lnsurance and certified original copies ofendorsements
and if requested. certified original policies of insurance including all endorsements and any
and all other attachments as required in this Section. An individual authorized by the
insurance carrier to do so on its behalf shall sign the original endorsements for each policy
and the Certit'icate 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) lL 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 olthe scope ofwork; or. the term of this Agreement. including any extensions
thereof. exceeds five (5) years: the COUNTY reserves the right to adjust the types of
insurance and the monetary limits of liability required under this Agreement, if in the
County Risk Management's reasonable judgment. the amount or type ol insurance carried
by the LSP has become inadequate.
7) LSP shall pass down the insurance obligations contained herein to alltiers of subcontractors
working under this Agreement.
8) The insurance requirements contained in this Agreement may be met with a program(s) of
self'-insurance acceptable to the COUNTY.
9) I.,SP agrees to nolify COUNTY of any claim by a third party or any incident or event that
may give rise to a claim arising from the performance of this Agreement.
9. (leneral:
9.1 This Agreement, including any attachments or exhibits. constitutes the entire agreement ol
the parties with respect to its subject matter and supersedes all prior and contemporaneous
representations. proposals, discussions and communications, whether oral or in writing. This
Agreemenl may be changed or modified only by a written amendment signed by authorized
representatives of both parties.
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ACRI]EMEN'T # ITARC-00929
9.2 This Agreement 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 oithe State of California located in Riverside, California, and the parties waive any provision
of Iaw providing fbr a change of venue to another location. ln the event any provision in this
Agreement is held by a courl of competent jurisdiction to be invalid. void. or unenforceable, the
rernaining provisions will nevertheless continue in full force without being impaired or invalidated
in any way.
9..1 'fhe fbllowing documents are attached to and incorporated into this Agreement:
Exhibit A: Scope and pricing.
Exhibit B: LSP Reporting of Active Enrollments.
Exhibit C: Microsoft LSP Participation Form.
Exhibit D: Microsoft EA Benefits for Government Agencies,
Exhibit E: Microsoft Enterprise Agreements and Amendments.
El) Microsoft Enterprise Agreement No. 8084445.
tj2) Microsoli Select Plus Agreement No.7756479.
El) Amendments No. l- EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK)
E4) Anlendments No. ?- EA Custom Terms (Document No. CTM-FWK-CTC-AGR).
9,4 In the event of any conflict or inconsistency between the tenns and conditions of this
Agreement and any terms or conditions set forth in any of the attachments. purchase order(s). or
other document relating to the transactions contemplated by this Agreement, the terms and
conditions set lofth in this Agreement shall prevail.
9.5 This Agreement may be executed in any number of counterparts. each of which will be an
original. but all of which together will constitute one instrument. Each party of this Agreement
agrees to the use ofelectronic signatures. such as digital signatures that meet the requirements ofthe
California Un iform Electronic Transactions Act (( "CUETA") Clal. Civ. Code dd I 633. I to I 633. I 7).
fbr executing this Agreement. The parties further agree that the electronic signatures ofthe parties
included in this Agreernent are intended to authenticate this writing and to have the same force and
eil'ect 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 pafties
in Califbrnia. including a government agency. Digital signature means an electronic identifier.
created by computer. intended by the party using it to have the same force and effect as the use of a
marrual signature. and shall be reasonably relied upon by the parties. For purposes of this section. a
digital signature is a type of"electronic signature" as defined in subdivision (i) ofSection 1633.2 of
the Civil Code.
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9.6 lf the entity is a corporation. the signatures of two corporate officers (the 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 signatures ola president and a vice
president would be insufficient. If signed by a single 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 corporation.
If the entity is a limited Iiability company (LLC), the signatory is authorized signer as set
fbrth in LLCs operating agreement.
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives
to execute this Agreement.
By:
Chu ck ash ington
Chair of the Board of Supervi
SHI INTERNATIONAL CORP., New Jersey
corporation authorizcd to conduct business in the
State of California.
rs
N allte:nn
Title: sr. Manager - contracts
11u1"4. 7 /2/202aDated:
ATTEST:
Kimberly Rector
Clerk olthe Board
By'
APPROVED
Minh C. Tran
Ccr ounsel
'I RM
By
Patrla S cido
Deputy County Counsel
Dated:I ( r (zorq
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COUNTY OF RIVERSIDE, a political
subdivision ofthe State of California
By:
(ri"tl"- 1ta
q lfiilw
Docusign Envelope lD: D1C85720-9C7F-4A8E-8635-A681851 FAA9E
ACREEMENT # ITARC-00929
Exhibit A
Scope and pricing
LSP's Scooc and rcs ponsibilitics
The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider
(t-SP) tbr Microsoft Master Microsoft Enterprise Agreement No. 8084445; Software Licensing.
Softwarc Support. Cloud Services such as Azurc. lndustry Solutions Delivery (lSD) formerly Microsofi
Consulting Services (MCS). Microsoft Unified Support and Microsoft incident response. Microsofl
Select Plus Agreement No. 7756479.
The agreement with LSP as a LSP of the Microsofl Products and Services under Microsoft EA No.
8084445 is available for use by the County o1'Riverside and governmental agencies within the State of
Calilornia. The LSP will serve as the liaison between the political entity for enrollments under the
Microsotl EA.
The LSP agrees to extend the same pricing. terms. and conditions to every political entity. special
district. in the State of Calilbrnia. It is understood that other entities shall make purchases in their own
name. make direct payment. and be Iiable directly to the LSP oftheir choosing; and County shall in no
way be responsible to any LSP for other entities' purchases.
The LSP rnay remain the LSP fbr the 'lhree 3-year duration of the Enrolled Afflliate's Enterprise
Agreement Enrollment. All True-tJps during the 3-year enrollment (orders for new products, etc.) by
Enrolled Afllliates are required to be submitted only through the Affiliate's selected LSP. Multiple
LSP's cannot service a single Enterprise Agreement Enrollment. Enrolled Affiliate may at any time
choose to transfer their current enrollment from one LSP to another LSP pursuant to the transfer terms
set by Microsoft.
The Enrolled Affiliate shall work with the LSP to determine the annual payment. true-up commitment
schedule defined in their enrollment.
The LSP will provide reports showing year to date annual spend according to Enrolled Affiliate's
specifications. Frequency will be determined by each Enrolled Affiliate (ie: monthly. quarterly, etc.).
The LSP will provide reports of licenses purchased and added on to enrollment according to Enrolled
Affiliate's specifications. (lntended for an enrollment that has licenses for multiple agencies within a
governmental body - ie county. city. etc.) Frequency will be deterrnined by each Enrolled Affiliate (ie:
monthly. quarterly. etc. ).
The t-SP 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 ofsaid licenses. track licenses at department/agency
levels. transfer licenses to and from each department/agency. and have reporting functionalities.
2
J
.l
t
7
8
9
8
R$rsron l/06/2021
6. Each Alfiliate will communicate to the LSP the compensation terms applicable to their agreement.
Docusign Envelope lDr D1C85720-9C7F-4A8E-8635-4681851FAA9E
AGREEMENT Ii ITARC-00929
10. The LSP will provide training to the Enrolled Afllliate'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 of training they feel would be
heneficial in their proposal.
ll. The I-SP will provide documentation to the Enrolled Af'filiate within 90 days of when Microsoft has
made a change to a Iicense and advise of any grandfather or conversion rights within that same
timeframc.
12. The l-SP will provide a short synopsis ofwhy an amendment is needed and the ramification ofeach
amcndment to an enrollment at the time of such amendment.
lJ. 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 AfIliate. This price list must capture. at
minimum. the tbllowing categories for each product: SKU. product description, MSRP. NET (t-evel
D). LSP's uplitl and conlracted unit price.
14, The LSP shall provide a list of enrollments. The list of enrollments is due 30 days afier 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. 'lhcLSPwill becharged I .00%o ofthe annual enrollment salesamountto leverage the Riverside County
Master Microsofl Agreement No.8084445. and Select Plus Agreement No.7756479. which includes
Soltware l-icensing. Software Support, Cloud Services such as Azure. lndustry Solutions Delivery
(lSD). Microsoft Cionsulting Services (MCS). Microsoft Unified Support and Microsoft incident
response. I'his administrative f'ee will be an annual fee. per enrollment inclusive of Affiliates Shadow
Ilnrollments.
16. The Servicing LSP shall provide Microsoft Enterprise Support Services from Microsoft to assist
customers leveraging this contract vehicle in operation ofthe technology acquired and assist Riverside
Master Participants in maximizing the benefits of this investment.
I7. The Servicing LSP shall provide the ability to for the acquisition of Microsoft services as the demand
fbr individual product services or capabilities expand. The servicing LSP shall provide seruices to
include Microsofi Unitied. Industry Solutions Delivery (lSD). and Microsoft incident response. The
Servicing LSP will have a valid Microsoft Master Services Agreement on file with Microsoft in order
to resell Microsoft Unified Support. and lndustry Solutions Delivery (lSD). Additionally. the
contractor shall provide Microsoft dedicated Technical Support representatives and subject matter
experts provided via the Microsoft enterprise agreement to support and assist Riverside County master
participants in analyzing. architecling. implernenting. managing. and operating solutions based on the
Iicenses prev iously acqu ired or to be purchased in accordance with the terms ofthe M icrosoft enterprise
licensing program.
9
Rcvrslor l/oavlol I
Docusign Envelope lD: D1C85720-gC7F-4A8E-8635-A681851FAA9E
AGREEMENT # ITARC.OO929
18, LSP will be responsible fbr submitting a completed "Reporting of Active Enrollments'' by January
I 5th of each year fbr the prior calendar year.
19. The County ol Riverside lnformation Technology (RCIT) will invoice the Awarded LSP annually
based on the enrollmenls verified f'rom LSP Reporting of Active Enrollments.
20. Payment is due to Riverside County Information Technology thirty (30) days from invoice date.
21. 'lhe administrative lee shall not be included as an adjustment to LSP's Master Agreement pricing.
22. l'he administrative fee shall not be invoiced or charged to the Enrolled AtIliate.
23, Administrative fee checks shall be submitted to:
Riverside County Information Technology
Attn: Accounts Receivable
3450 l4th Street. 4th Floor
Riverside. CA 92501
Itc!rsron l/()6/:021
10
DocuSign Envelope lD D1CA572O-gC7F -4AAE-8635-4681851 FAAgE
Pricins:
l. Microsoft Enterprise License Subscri ption and services
2. License Support Provider (LSP) Solution Area Specific Capability:
ACREEMENT # I1'ARC-00929
Item Description Price Level Markup o/"
Enterprise Online Services++ (including Full USLs. From SA
USLs. Add-ons and Step Ups) M365 E3 and E5. Enterprise
Mobility + Security E3 and E5. Office 365 Enterprise El or
E3. Windows l0 Enterprise E3 or 85.
Level D I l0
Enterprise Products (Olfice 365 Pro Plus. Windows l0
Enlerprise. Core CAL Suite. Enterprise CAL Suite).Level D I t0
Additional Products (M165 F l. M365 E5 Compliance. M365
E5 Security. Office 365 Enterprise F l. Project Online. Visio
Online Plan I or Plan 2, Dynamics 365. Azure. SQL Server.
Windows Server. etc).
Level D I t0
Server and Tools Product (applies to Server and Cloud
Enrollnrents only) SharePoint Server. SQL Server. BizTalk
Server. Visual Studio. Core Infrastructure Suites. etc.
Level D I l0
Af l products lbr Select Plus Agreement No.1756479.Lt0
Microsoft Unified Support Services 2.00
Microsoll Consulting Services 2.00
Microsoft Incident Response 2.00
Solution Area Specific Capability Number Customer Sizc Reference?
Number of successful customer production
mail deployments/mi grations?5.000 500- | 00.000 Yes. Upon Request
Number of successful customer production
SharePoint deployments/m igrations?5.000 500- I 00.000 Yes. [Jpon Requcst
Number of successful customer production
Teams deployments/mi grations?2.000 500- t 00.000 Yes. Upon Request
Number of successful customer production
Teams Voice deployments/PBX migrations?r00 500- I 00-000 Yes" Upon Request
Number of people with specialized expertise
on technologies listed above t00 N/A Yes. Upon Request
Re!rsron l06/2021
1t
3. License Support Provider (LSP) service rates:
]\GRI]EMENT /I ITAR('-O09]9
Data and Artificial lntelligent
Certified Competency
(Yes/No)
Hourly Rate (On
Premise)
Build lntelligent Apps $300.00
Build Intelligent Agents Yes $100.00
Machine [-earninc $300.00
lnternet ofThings Yes $300.00
Oloballv distributed data $_r00.00
OSS Databases Yes $_r00.00
Cloud Scale Analvtics Yes $_r00.00
Data Plalfbrm Modenrization to Azurc Yes $_r00.00
Windows Server on Azure $100.00
Security & Management $.r00.00
Datacenter Migration $100.00
Modern Business lnlelligence Yes $-r00.00
Copilot Yes $-100.00
Biz ADps
Yes $-r00.00
Field Service Yes $-100.00
Markeling Yes $.100.00
Talcnt Yes $-100.00
Finance and Operations Yes $-100.00
Business Central Yes $.]00.00
Power Apps Yes $100.00
Power Rl Yes $300.00
Apps and lnfrastructure
Azure Stack Yes $100.00
High Performance Compute Ycs $.'r00.00
Cloud Native Apps using Serverless Yes $100.00
Modernize Apps Yes $100.00
SAP on Azure Yes $.'r 00.00
l,inux on Azrrre Yes $100.00
Dev Ops Yes $100.00
Business Continuity & Disaster Recovery Yes $i00.00
Windows Server on Azure Yes $100.00
Security & Management Yes $-.i00.00
Datacenter Migration Yes $.r00.00
Modern Workplace
LJsor Adoption & Cl'range Manasenrcnt Yes $..100.00
Security Yes $-.i00.00
GDPR & Compliance Yes $300.00
'leanrwork Yes s300.00
Calling & Meetings Yes $100.00
Modern Desktop Yes $100.00
Office 365 Migration Assistance Ycs $300.00
\4 ail Yes $100.00
'feams Yes $100.00
SharePoint Yes $-.r 00.00
OrleDrive $100.00
Rcvrsron I/06/2021
t2
Docusign Envelope lD: D1C85720-SC7F-4A8E-8635-A681851 FAAgE
Yes
Yes
Yes
Yes
Yes
Yes
Customer Service
Ycs
DocuSign Envelope lD: D1C85720-9C7F-4A8E-8635-A681851FAAgE
AGRF,EMENT # ITARC-00929
LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name Compony nome
Rtvco
Contract lD
Master
Enrollment
Enrollment
Number:
Enrollment
Entity:
Start
Date:
End
Date:
Annual
Sales
Enrollment
Contact:
Enrollment
Contact
Email:
Enrollment
Contact Tel:
County of
Riverside
xx/xxl
xxxx
xxlxx
/xxxx John Doe
Rcvislon l/06/2021
13
Exhibit B
TBD
m
DocuSign Envelope lD: D1C85720-9C7F-4A8E-8635-A681851 FAA9E
ACREEMENT # ITARC.OO929
Exhibit C
MICROSOFT LSP PARTICIPATION FORM
JII SIITH
Chi.a lntlomlioi Olt .t IARTIi{ PEREZ ACIO
Em..tn3. ApOllc.tonr Bu..ru
OARNYL POLX
Chi.f T.ctholoey Ofic..FlCITIRACY TI-LI ||
O.p{ry Dir.c6. adrnm - lT
GUSTAVO VAZCllrEz, AC|O
Conv.rg.d Cohmunlcalmi 8irrtru
ATTHOTIY CHOGYOJI
Chi.r hlom.ton S.cunt Olic.t rARA]I CHA'{DRA'I, ACIO
T€ch^olo{y S€.vices Bure.u
Microsoft LSP Participation Foun
(RfQ c ffAItc-00532 -lnachDent 2)
Compleie thb toam and return to:
Att ntidr: Unda Fakhouri
E-mail: lrslhou.i@nvco oro
Paymcot ehooH bc nradc lo:
RiveEida County lnlo.m&nT?chnology
3,150 14$ St rct. Fou.th Flotr
Riverslde. CA 92501
County ol RiveBide TIN *: 95-6000930
Comp€nyName:SHI lntemational Corp
Name. lroltrayee Maiurndar r'tb Senior Proposal Specialist
a666!s 290 Davtclson Ave
Caty:Somersel, NJ ZP co66 08873 t.5o*n"I 848-764-8448
6s 3: 732{89669 e66s.tvbitrayee_Majurndar@SHl.com
ThG Colrrty ot Rjycr.ido a. t r. hct ol th. Mic.o-t t{stcr Agr..m.nt No. 8{!8.14?a5. ,J $Jc.tro.t Eg-dint
thc plEducl! d licaraitg arrooH bc diGctad to lltc,t!o{f.
By riJnhg bclrr, I &n .$ccirg to pay tlE parthip.td! ,cGa ior aach cnroltnarn fid b cfbt hcd by
lcvrragirg tL Courty of Rivqrire Maatcr Aoac.lricnl h accoadarce to Ola aaltcdr*a ,ll.fanccd or RFO t
ITAFaC-{Xr532 trfll .ny xrbacquant cor*racE .rd, or airE }dmcr{r.
By riqnhq bclo-, I rbo ag.cc that all qlyo*nenta ril ba e$.tritlld to Micro.oll d-rat, to.Gpo.t Grrolmc
acli\rity .nd comply b t'ro paymGi|l scrEdub pcr RFO * ITARC{p532 to Rit G.lirc Counay htomation
Tecftnology.
o4D6t2024
SDn tur!
li/batlayee Maiurndar
Date
Senior Proposal
Prnted N6me
Revision l/06/2021
Tifle
Specralist
),4
Pbiaa rE Gacnco lia rlm Lncc in orrnalirn alrovc loa xlErE to aGra Ota payrnart Falw! io compty mly
rearl in fE rwa.d bcirE ialcindcd.
Docusign Envelope lD: D1C85720-9C7F-4A8E-8635-A6B1851FAAgE
AGREEMENT # ITARC.OO929
EI
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 of the amendments previously required are now built into the enrollment document.
Customers utilizing the County of Riverside EA Master Agreement may choose either an Enterprise
Enrollment or a Server and Cloud Enrollment (or both) depending on their needs.
E2 Standard Pricing Across all platforms
Microsoft will provide LSP's (authorized EA LSPs on this contract) with Govemment Level-D.
pricing offofpublished "LSP cost" all platforms. Azure discount is a factor ofthe consumption rate.
This will make it easy when calculating New. Additional product, and True-up purchases at the
beginning or during your Enterprise Agreement Term. It also reduces possible confusion among
partners.
EJ No charge Onboarding Services
Microsoft assisted onboarding is now a benefit of Otljce 365, Microsoli Intune . Azure AD Premium
and Azure RMS. Eligible customers will receive guidance from a dedicated group ofonboarding
experts known as the Microsoft FastTrack Center (FTC) to onboard to these services. The FTC uses
an onboarding approach known as FastTrack to help you, your IT Team. and or Partner, confidently
onboard new users and capabilities. Programs are subject to change and/or evolve.
E{No Charge Security Incident Assistance
M icrosoft will engage special security teams in the event of an exploit ifyour organization leverages
Microsoft security technologies as part of your enterprise agreement commitment. These teams will
help you identift and stop the malicious attack and triage the incident. See your Microsoft Sales
Executive for more details.
ta,5
E6 Additional Software Assurance benefits
With New Version Rights, you can upgrade each Microsoft product license that is covered by
active Software Assurance to the most recent version for no additional cost. When a new version
of Microsoft Office is released during the term of your agreement, your licenses are
automatically trpgraded to the new version.
Rct rsron l/(16/2021
Oflfice Roaming Use Rights: Help expand end-user productivity and extend the value of your
virtual desktop environment with Olfice Roaming Use Rights. which lets users with Software
15
Raise and lower commitment for hosted services during the Enterprise Agreement Period
You can raise your commitment lor hosted services like 0365, CRM, Azure during the current EA
year and only commit to the remaining months in that year. Example: your anniversary for your
Year-2 term is in November and your adding 100 Office 365 users in May. You will only be
obligated to pay for the 6 months leading to your anniversary. Additionally, you can now true-down
hosted services at your anniversary to the original commitment level as well.
AGREEMENT # ITARC.OO929
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
l'orecasting 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 create a customized payment structure.
Step-Up Licensing: Volume Licensing customers with Software Assurance can migrate from a
lower edition to a higher edition software product while maintaining their Software Assurance
coverage on a given product. The Step-up License makes it easier lor 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.
Rcvrsion l/06/2021
16
Docusign Envelope lD: D1C85720-9C7F-4A8E-8635-A681851 FAA9E
More information about the Software Assurance by products as listed above can be found at:
https://www. microsoft.com/en-us/Licensing/licensing-propra ms/software-assurance-by-
product.aspx?83ffdda4-a263-4123-9752-1122538c0a96=True
DocuSign Envelope lDr D1C85720-9C7F-4A8E-8635-4681851FAA9E
AGREEMENT # ITARC-00929
Exhibit E
Microsoft Enterprise Agreements and Amendments
Et)
E2)
E3)
E4)
Microsoft Enterprise Agreement No. 8084445.
Microsofl Select PIus Agreement No. 7756479.
Amendments No. l - EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK)
Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-ACR).
Ilcvrsron l/06/2021
T7
l\,tlii rr i,'rii \/olt ttrtr,r l it:ett:.ittr,1
Program Signature Form
MBAIIUESA number Rlv60-8084445-M-
AMD2
8084445
Nolo: Enler the appllcable acllvo numbers assoclEted wilh lhe documonls below. Microsoll requlr8 tho
associalod active numberbe indlcsled here, or llsted below as new.
For the purposes of thls form, "Customer" can mean the slgnlng entlty, Enrolled Afllllate,
Government Parlner, Institulion, orolher party ent€ring in(o a volume licensing program agreement.
This signalure form and all contract doouments identllied ln the table below ar6 anlered inlo betwoen
the customsr and th€ Microsofl Afriliate slgning, as of ihs effectlve date ldsntlflod below.
J
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tllF{o
By slgning below, Cuslomer and the Microsofr Aflillale agree that both parties (1) have recelved, read
and understand the above contracl documenls, lncluding any websltes or documenls lncorporated by
referonce and any amendments and (2) agree to be bound by th€ terms of all such documents,
oo
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2
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&
tr
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' lndicalos rs field
lt6
<Choose Agreefient>
<Choose Agreemenl>
<Choo6o Agreemenl>
<Choose Agreement>
<Choose Agr€ement>
<Chooss Enrollmenl/Rsqlstralion>
<Choose EnrollmenUReristration>
<Choose EnrollmsnURsqlslratlon>
<Choose EnrollmenURegislration>
<choos6 EnrollmenUReqlslratlon>
Amendmenl to Contract Documenls cTM-FWK-CTC-AGR (808444s)
Name of Entity.lafist be !g$at entlty name)' County of Rlverside
srsnaturo^ /futtl@
prlrr"a rtr"i"na L*"t N",,,t". RfCf++f.-l R . SAf
Prlnt€d Tltle S R.. |BocrrvRer,renrf C-oufO*Cf SP€C/4US f
srsnaturo Date' O/ /30 f Z/.ZO
Tax lD
Customer
ProgramSlgnForm(irSSlgnXNA,LalArn)ExBRA(ENG)(Oci2019)Pag6 { ol2
Docum€nl X20128d5
1
i
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Contract Document Number or Code
I
I
:
I
I
cro50 Corporatlon
Prlnted Title
Signaturo Date
(dst6 Mlcroaoft Af llllate couttsrslgns)
ra'l.lonPrinted Flrstand Last N ame
Slgnaturo
Mlcrosoft Co
JAN 29
Agreement Eft€cllve Dato
(may b€ diflerenl thEn Microsoll's
Dul
dal6)
ofalfonboh
n
Name of Entlty (mu8t bs l€galenllty name)i
Slgnaturei
Prlnted Flr6t and Last Name*
Prlnted Tltlo
Slgnature Dato'
Customer
Optional 2nd Customer slgnaturs orOutsourcer slgnaturs (lf appllcable)
' indicates required IloM
' htdlcat€'s pqulrad liod
ll Cuslomer requlres addltional conlaots or ls reporllng multlpls provious Enrollments, lnoludo the
aPpropriats form(s) with thls slgnature form.
Aft8r thls slgnature form ls Elgned by lhe Cuslolnor, send it and lhe Contract Documsnts to Customsis
channel partnEr or Mloroson accouil manager, who must submlt lhsm lo lhe followlng qddfoss. When
th8 slgnalurs form Is fully ex€cuted by Micmsott, Customsr wlll recelve a conlkmation copy.
Mlcrosoft Coryora on
Dept. 551, Volume Llcenslng
6100 NellRoad, Sulte 210
Reno, Novoda 8951 1-1137
USA
Namo of Enllty (must be legal Bntlty name)i
Slgnaturs"
Printsd Flrst and Last Name*
PrlntEd Tltle
Slgnaturo Dato'
ProEamsisnForm(MSSignXNA, talAmlExBRAlENG)(Oc12019)Page 2 ol2
Document X20- 12445
Microsoft Affiliale
2020
Outsourcer
l\/lhr li,r:irii
Amendment to Contract Documents
Agrc€m€nl Numbor 8084445
Vcllu trr e l-i r:et rsitt 11
Rtvco-8084445-M-
AMD2
Thls amendment ('Amendment") ls entered into between the partles id€ntified on the attached program
slgnature form. lt amends the Enrollment or Agreement ldentlflod abovo. All t€rms us€d but not dsfined
in this Amendment will have the same meatlnos provlded in that Enlollment or Agreemenl.
Microsoft Services Amendment to the Enterprise Enrollment
Federal, State and Local Government & Public Educational lnstittltions
Enrollsd Aflillat€ ls ord€rlng Professlonal Ssrvlcss describsd ln ths attached Statement of Servlc€s
(SOS) ln connectlon wlth lho Products licensed by Enrolled Affiliste under lhe Enrollmenl. The parlles
agr6€ that th€ Enrollment ls amended to add tho followlng terms that shall apply lo lhe services
descrlbed ln lhe SOS.
Terms and Condltlons
1. Delloltlons, All terms dellnod In the Agreom€nt and th6 Enrollment shsll apply to thls Amendhent
unless olheMlsB stat€d, Additional tBrms 8ra dofined 8s tollo,vs:
'customor" msans lhs l6gal €ntlty thath8s enler9d lnto lhe AgrBement;
"customor Dala" inoans all data, lncludlng 8ll toxt, 6ound, sofr^,are, lmag€ 0I vldoo fles lhel aro Provlded
to Mlqosoft by, or on behalfot Cuslomor and lb Atflllaies ln connecllon wilh Probsslonal Services:
'day' means a calendar day, €xc€pt referancas that spedfy Susiness d8y':
'Flx" or'Flxes'moans Product lixes, modificatlons, snhailcemonls, or thelrdeivalivee, lhat Mlclosonellher
releases generally (such as Productservlce packs) or that Mlcrosofr provldes to Custom€rwhen performing
Professlonal servlces to addrEss I speclllc lssus (includlng, but nol limlted to, worksrounds, pstch€s, bug
lixes, beta fixes and beta bullds);
"Mlcrosoft" means lhe Mlcrosoft Afllliale that has entered lnto the Agredmenl and its Affiliates, as
appropriate;
'Pre-Existing Work'moens any computercode ormaterlsls developed or olhe&lss obtslnod lndependenlly
oflhe efforls ola p€rty under a Statemsnt of Selvlcesi
"Profosslonal sgrvlcas" means all Producl support B€rvlces and Mlcmsofl consultlng servlces or
advice pmvlded to Cuslomer under this Amsndmenl. 'Prolesslonal Servlcos" doss nol lnclude Onllne
Services;
'Servlca Dellverablos' meBns any domputer code or maleilalg, olh6r thon Products or Flxes, that Mlcroson
leaves wllh Customer al the conclusion of Mlcrosolt's performanca 6flhe Professlonal S€rvlcesi
"Slatemont of sorvlces' means any woft otdors, seNlce8 dBscrlptlons, or other descrlpllon of Professlonal
Servicrs lhal lncorporal€s thb Am6ndmenti
AmendmlntApp v4.0 CTM,FWCCTC.AGR AD
Pege 1 oF6
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"Trado Socrot" means infomation that is not generally known or readily ascorlslnBble to lhe public, has
economlc value as a r6sult, and has been subjoct to reasonable steps under lh6 clrcumslanc$ to mainlain
ils secrecy;
"use" or "run" m€ans lo copy, lnstall, use, access, dlsplay, run or olherwise lnteractwith:
"Volumo Llqonslng Slto" means III{ ryll!!lqlgEgl!!aoll!@$i]]g&q!l]3ql! or a successor slte.
2. Seryrc€& The prgcise scope of lhe Professional SeMcos wlll b6 specifled in a Statemont of Services.
Customer or any of Cuslomer's Affiliatos may enter lnto Slatements ol Sorvic€s undsr this Amendment with
Microsoft'E local Aflillatgs. Mlcrosofl'B abllity to dslivEr the Professlonal Sorvices depBnds upon Customsr's
fulland timoly cooperallon, asw€llas the accuracy and completeness ofany inlormation Customer provldes.
This Agreemenl does nol obligale either parly or its Afllllalos to enter into any Statoments oI Seryhes.
3, Use, ownershlp, rlghls and restrrctlons.
a, Prcducls. Unlos8 otherwise specllied in the Enrcllmenl, uss of any producl is governed by lh6 use
Rlghld spsclllolo each Pmduct and vorslon and by the lorms ofthe applicsble llcense agr€smont.
b. Frxos and Sotvl. es Dollvorablos.
I Flxss. Each Fix ls llc€nsed underthB same terms as the Producl lo whlch lt sppll6s. lfthe
Flx is not provlded for 8 sp€clflc Producl, any us€ lsrms Mlcrosofl provldes r,/vith ths Fix wlll
apply. lf no use terms arc provlded, Customer shall hav6 a non,excluslve, porpglual, tully
peld.up license to use and reproducs the Flx solely tor its lnlernal buslnoss purposes.
Customer may not modlFy, changs the lile name or comblne sny Flx wilh any non-Microsott
computer code, except as expreesly permilted in the Agfo6ment.
Prc.Exlstlng Work, All rlght6 in Pre-Existing Work will remain the sole property oflhe party
provlding lha Pre-Exl6tlng Work. Each party may use. reproduce and modlfy lhe olhBr
parly'E Pre-Exlstlng Work only as needed to perlom obllgatlons related to profssslonal
servic€s.
lll, Sa']/l..os Dellvorabres. upon paymgnt in full, Mlcrosoft grants Customer a non-oxclusivo,
non-transferable, perpotual licanse to reproduce, use and modit th€ Sorvices Dellvsrables
solely for Customer's lnternal buslness purposes, subjBct tq tha l€rms and condltions in this
Amendment.
ArnendmentApp v4.0
Non.Mlctosoft soltware and teclrnology. Cuslomsr is solely responsible for any non-Microsoft
sotlware or lechnology that Custom€r lnltalls or uses wlth ths Products, Fixes or SeNIces
D€llverables, Customer may not lnstall or use non-Mlcrosoft ooftware or technology ln any way that
would subjscl Mlcrosoft's intellectual proparty or tochnology to obllgallons boyond lhos6 included in
thls Amendm6nt.
lv, Atliliates' rlghls. Customer may only sublicense its rights in Ssrvices Deliver8bles and
Sqmple Code granted hereunder lo its Affillates, bul Customels Aflillates may not
subllcense these righls, Cuslomer ls responsible forensuring lts Alfiliales' compliance with
thls Amendment.
clM-Ftlrl(-cTc.AGR
d. Samplo Cado. Upon paymgnt in full, Mlcmsolt granb tustomer a non-oxcluslve, p€rpelual, non-
transferable license to use and modlfy any Softwaro code provided by lvllcrosoFt for lhe purposos of
lllusbatlon ("Sample Codo") end to rsproduce and distribute lhe oblect cods form of the Sample
Code lor customels int€rnal busiless puIpgses only and not to any unat lllat8d thlrd pady.
o. Reslrrcllons on use, Customer must not (and ls not licensod to) (1 ) r€verse Engineer. de-complle
ordisassemble any Product, Fix or S€ryico Deliveroblg; (2) install or use non-Microsolt softwaro or
technology In sny way lhat vrould subject Mlcrosoft's lntellectual property orl6chnology to any oth€r
llcense torms; or. (3) worl( around eny technlcal llmltatlons io a Producl, Fix or Servlcos D6llv€rable
or restrictons ln Product documentallon. Excspl Es €xpressly permitted In lhis Amendment or s
Slatemenl of Ssrvlces, Customer must not distdbuto, subllcense, rent, lsase or lend any product,
FIx or Service Dellverable, ln rvhole or ln part, or uEe them to offer hosllng servicos to a thlrd pady.
BD
Pag€ 2 ol6
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f. R$eruation ol Rlghts. Producls, Flxes, and Servlca Dellverables ar€ Prolocled by copyright and
olher lntellectual property dghts laws 8nd lnternational treatles. Mlcrosoft roserves all ghls not
exprossly grant€d ln thls Agr€ement. No rlghts wlll b€ granted or lmplied by waiver or estoppel.
g. Suppotlab W of Products. supporl loi Products ls svallable undor lhe terms of a liconsing
agreemenl, a separate Slatement of Servlces or under the lgrms set lorlh at
,1tlDi//suDDorl.nllorosoft.corn or a successor slle.
4- Confldontlattty, Subject to lhe requirem€nls o[ Cuslome/s public records and trado secfet laws (if any):
"Confldentlal lnlormatlon'lb non-publlo lnlormallon thsl ls dsslgnated "conlld€ntlal' or that a r€asonable
person should und€rstand ls confidentlal, and lhe terms of thls Amendment, lt lncludes, but ls not limlled to'
non-publlc informatlon regarding eilhor party's products, features, markoling and promotlons, and lhe
n€gollated terms of any Statement of Servlces.
conlidontlal lnformstion does not lnclude Information thst (a) becomes publlcly svallable wlthout a breach of
thls Amendmgnt, (b) the recaiving psrty recslvod lawfully from anolher source without a confldentlality
obllgallon, (c) ls lnildpendonlly developed, or (d) is a comment or suggestlon vgluhteered about th€ olh6r
party's buslness, producls or servlces.
Each party wlll take reqsonable stEps to prolect lh9 olh6r's Conlidential lnformatlon and wlll use lhe olher
parly's Conlidenlial lnlormation only for purposos of lh€ partlas' buslnEss relatlonship. Nsnher party wlll
discioso that Conndenllal lntormallon to thlrd partlEs, exc€pt to lls employees, Amlates, conlrectors, ad\rbor8,
End consultsnts (c!lleclively "R€presentatlvss') 8nd thenonly oi a need-to-knowbasls, under non'disclosutE
obll06llons at least as proteclivs as thls AgrBement. Each party remalns rEsponslble lol lha use of the
Conlidentlal lnformation by lls Repressnlallvos and, ln lhe event of discov€ry of any unaulhoized use or
disclosurs, must promptly notlry the oth€rparty.
A party may dlsclose the olherparly's conlidenllal lnformgtion lf rBquilsd by lawi but only atter lt notilies lhe
other party (lf legally permlssibls) to enablo tho other pady to seek a protectlve order.
Neilh€r parly ls requhed to restrict work assignments of lts reprss€nlstives who have had access to
Conlidenllal lnformallon. Each parly agre€s lhat uso ol lnftormatlon ln representatives' unalded memorles ln
lhe devgtopment or doployment ofth€ parlles' rsspecllvo products or ssrvlc€s does not crsats llablllty undo.
lhis Amendhent or Trad6 Secrot law, and each party agrees to llmlt what it discloses to tho olher accordingly.
Thess obllgallons apply for a period of livti yoals afler lhd confldontlal lnformallon ls lecelved.
5. Compfance wlth appllcable laws, p vacy and secwley,
a. Customer consents to lh6 proces8ing of personal inlormation by Mlorosofl and its agents to facilitate
th€ subjoct maller oflhls Amendment. Customer wlll oblsln 6llroqulred crnsonts from thlrd parllos
(lncludlng Customer's contacts, resellors, distribulors, sdminlstralorl, snd employees) under
appllcable prlvacy and data protection law before provldlng personal lntortrlallon lo Mlcrosofl.
b. Personal lnformatlon collected lhrough Prolssslonal SeNlces (l) may be lransferrsd, stored and
procossed In lhe United Stat€s or 8ny other country ln whlch Mlcro3ot or lts oonkactors maintaln
facilities 8nd (ii) wlll be sublect to th€ privaqy terms spBcllied ln the U$e Rights. Mlcrosoft wlll sbld€
by lhe requlremenb of European Economlc Aroa and Svrlss data protectlon law r8gardlng ths
colleotion, use, lransfer, retsnlion and processlng of porsonal dala from the European Economic
Area and Swltzellsnd.
Lr.s, Export. Mlcrosoft Products, Flxes End SqNIQ€S D€llvelables arc sublBct to U.S. export
lurlsdictlon. customer must comply wllh all appllcable lntsrnslional and national laws, lncluding lhe
LJ.S. Export Admlnlslrallon Regulallons,lhe lnternallonalTrallic ln Arms Rogulatlons, and end-user,
€nd us€ and d€stlnatlon restdctlons by U,S. snd other gov€rnments relaled lo Mlcrosoft Products,
servlces. and lechnologles.
c.
6, Waftanllas
AmendmentApp v4.0 CIM,FWI(.CTC.AGR BD
Page 3 olB
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a, Lmlted wa anllog and rctuddlas - ptotossronil Seryrco& Microsoft warrants thal lt wlll psrlorm
Protesslonal SeNlces wlth prol€ssional care and sklll. lt Mlcmsoft lslls lo do Bo, and Customer
nollfie6 Ulcrosolt wlthh S0 day8 of the dete the pmb$lond Ssrvlces were performed, then
Mlcrosoft v,lll, at ltc dlscrsllon, ollhor rs.perfurm thc profosslonsl Ssrvlc€s or retuA ths prlc6 pald
for them. Theso remedies 8r€ Custom8r's Bols remsdl€8 for brBach of warranllea in lhis secilon.
CuslomBr waivos any breach ofwsnanty clalms not msds dudng ths wananty pgriod.
b. Excrusrons. Th€ warranties ln this E€clion do not covsr problemG caused by sccldonl abuse or
use ln a mannor lnconsistent wilh this Amendmont, including tallure to meit mlnimum system
requiremonts. Theso warranlles do not apply to froe, trial, pre-release or bels producls or to
componBnts of Products that Oustomer is permlttod to redislribulo. DISCLAIMER, Excoplfor thE
llmltod warraltleo aboyo, MlcJoroft provldes no otherwarranles or condlflonG and dlsclalmsany other expre88, lmpllsd or. stalulory warranllas, lncludlng walranllea of quality,. morchantablllty, fltnasE ,or a partlcular purpose, fltle afld non]ntrlnssmrnt.
7, Delensa ol thlrd-pany claims.
To theextenl not ptohiblted by applicable larv, tho par06s willdelend each otheragalnstthe lhird-parly claims
d€scribed ln lhls sectlon and wlll pay ths amount of any resulllng adverse llnal judgment 6r alprovod
seltlom€nl, but only iJthe defending party ls promptly notifled ln wriung otthe claim and ha; the rlght titontroi
the defense and any setllemeot oF it (subjecl lo (subjoct to 28 U.S.C. S 510 ls Customer is a Federal
Govemment 6gsncy). Th6 party belng detended must provtdo the defending party vrith all rsquest€d
asslstance, lnformatlon and aulhorlty. The dofending pa y will rBimburse the olher party for rearonable out-
of-pockel expenses it lncurs in provlding asslstance, This ssction desc boe the paniea, sole remedies and
enlire liability for such clalms.
By Mlcrosolt, Mlcrosott will defend Customer against any lhird.party cleim to tho sxtent lt sllsges
that any Fixor Sorvlcos D€llverable mado svqllable by Ml$osoft fora foe and ud6d wltNn the Ecaps
of Seclion 3 of lhi6 Amondment (unmodilied from the form prcvld€d by Mtcrosoft and not combin;d
with anything else) miseppropriatss a trade 8€crst or dlrgc y lntringes a patont, copyrlghl, or
trademark or olher proprlolary rlghl of a third parly. tf Mlorosolt ls unable lo resolw a chlm of
infringement under commercially reasonable tems, lt may, at lts option, €ither (1) hodlry or replace
lhe Flx or Servlces Dellrersble wllh a functlonal equivalenti or(2)lerminatB CustomBr,sliconso and
rcIund any fe€s pald for such Flx(es) 8nd Sorvlcee D€liv€rable(6), Mlcroson will nol bo llable lor
any clalms or damages due to Customer's contlnued us€ of F Product, Flx or Services Deliverable
after belng noliliod to stop due lo I thlrd.psny cblm.
b. By Customer. To the extsnt pBrmltted by applicabls low, Customor wlll defend Mlcrosott
agalnst Any lhird-psrty claim lo lhe oxtenl lt alleges lhat Customer's use of any Fix or Servlces
06liverable alone or ln comblnallonwilh anything olsB, violates tho law or damqges a thkd parly.
Notwilhslanding the foregolng, Mlcrosoft's rlghls set lorlh ln lhis section (and the rights of the
third party claimlng hfrlngement) shall be governed by the prcvlslons of 2E U.S.C, S 1498, tf
Customer ls a Federal Governmsnl agency,
c.
Each parly's ma(imum, aggregate llabillty to lhe olher is llmlted lo direct damages linally awarded in
an amount nol lo exceed the amounts Customer wes required lo psy lor the applicable Stalement of
SeNices, sublect lo lhe followlng.
Froe Professlonal Servlces and Dlstrlbutsblo Codg. For Professional Servlces providdd fr€B
of chargo and code lhat Customer is authorized to redisklbute to lhlrd partles without a separale
payrnenl lo Microsofl, Mlcrosofl's llablllly is limitod to dlrect damagos tinalty awarded up to
us$5000.
B. Llmltallons ol llablllty,
a.
AmeMmantAppv4.0
b, Excluslons. ln no evsnt wlll elthsr party bs liablo for any lndlrsct, lncldental, 6poclal,
punlllvo, or consequo[tlal damages, or for loss of uss, loss o, buslneas informauon, loss
of rovenuo, or lnteffuptlon of bu8lno8s, howgvor cauaod or on sny thaory of llab ty.
c. Excsptlons. No.limltallon or excluslons wlll apply to liablllty srising out of ellher party's (1)
conlidenllallty obligatlons (except forallllablllty reletod to Customer Dala, which wlllremitn iuUlrici
CTM.FW('CTC.AGR BD
Paoe 4 of 6
a.
Either parly may termlnats this Amendment al any time without cause by glving the other parly at leasl 60
calendar dsy6 prlor wrlllen ootlcs. Termlnaling lhis Amsndment wlll not aftoct any sxlsting statements ol
Servlces butwlll t6rmlnate lhe abilily ol the parlles lo enter lnto subsequent Slalements of Servlces.
Cuslomer may lermlnate a StatEment of Servicos upon 30 days' notice. Ellher party to the Ststsment of
servlces may lermlnale it lllhe oth€r pady ls ln matedalbreach or default ol any obllgstion thst ls not cured
wlthln 30 calondar days' nollco olsuch broach. Mlcrdsoltmay terntlnale a Statemenl of Servlces ifCustomer
falls to pay any lnvolce lhat ls more than 60 days outstanding, Customer agr€€s to pay all fees lor
Prof€ssionBl S€Nices performed and expenses incuned prior to lermlnation and any addltional smounts that
may be speclfled ln a slalemenl of Services. Upon Mlcrosolt'8 Iec€ipt of paymanl fol lh€ Professlon8l
S€rvlces, cuslome/s lnlEresls ln lhe Servlces Dellverables wlllvesl.
10. Mlscelleneous.
Nollces. Ngllces must bs s6nl to lhe addross on th6 slgnaturB page of thb Amendment or on an
applicable Stelgmont of SeNiQes. All notla€s, aulhdrizatlons, and r€quests given or made ln
connecllon wllh lhls Amondment must be ln wdllng 8nd will be t€el€d 8s dellvsred on tho dale
shown on the Btutn rocelpt or on lhe courlea or fsx conflmatlon of dellvery. Mlcrosoft may provide
lnlormatlon to Custom€r about upcomlng ord€rlng d€adlln8q, ssrvlces and subscrlptlon lnhrmstlon
ln electonlc form, Including by emall to contacls provlded by the Cuslomer, Emalls will bo keat6d
6s dellvered on lhe lransmlsslon dale.
tolhe limitations and excluslons above): (2) defense obligations;or (3) violslion ot the otherpsrty's
lntellectual property rlghts.
g. Tonn and lamlnatlor,, This Amendmenl will remain in Gffect untllterminated
b, Appltcable law; dlspute resolullon. This Amsndmont togetherwllh lhe applicable Statement oI
Servlces wlll be govcrned by the laws sel forth ln the Agr€oment,
c. Sovarabltlly. lf any provlsion of thls Amendment ls hold to bo unenforcsable, tho bslance of the
Am€ndmentwlll remaln ln full force and effect.
d. Walver. Failurs to enforce any provision ofthls Amendment will not conslltuto E walver. Any walver
must be made in writing and signed by an aulho zed repr6entallve of tho waiving pa y.
e. survlval. All provlslons survive t€rmlnatlon or sxplratlon of this Amsnddenl, oxcopt those requlrlng
performance only durlng lhe tenn ora Statement of Services.
f. Mlcrosoft as lnddpe4denl conlractot. The parllas are lndopendent clnt.actors. Customsr snd
Mlcrosoft each may develop producls lndependontly wlthout uslng the otheis contldentlal
lnlorm6tlon.
g. lJse of coot/,aclors. Microsoft may uso conkactors lo psrForm Prolesslonal Servicos but wlll bB
rosponslblo forlhslr pdrforhance subject to tho lerm6 of thls Am€ndm€nt,
h. lnsutance whlle porfomlng Protgsslonr, servrces o,, c[storrerb premrses. Mlcrosoft wlll
maldtaln lndustry-spproprlate lnsurance coverage at all tlmes when perfomlng Professlonal
Ssrvic€s on customer's pftrmlsss underlhls Amendmant vla commercial lnsurance, s€lf-lnsurance,
or any olher slmlldr risk linanchg allomathre. Microsoft wlll provido Customer wlth evldonco of
coverage on r€quest.
t, Amendmenls. Any modlflcatlon to thls Amendment must be executed by both parties, except that
Mlcrosofl may changs the Producl Terms and Use Rlghts ln eccordanc€ wllh ihe torms of the
Agreement. Any addltlonal or connhllng t6rms and condillons contained ln Cuslomer's purchasq
ord€r ar6 €xpressly reiected and willnot 8pply.
J. No trcnsfor of ownorchlp. Mlcroson does not lransfer ownershlp rlghls ln any Prcduct. Tho
Prgducts are protected by copyrlght and other intellectual property rights, laws and lnlemalional
t.eailBs.
Amendmenl,App v,l.0 CTi,{,FW(-CTC.AGR BD
PagB 6 of 6
I
k. ProfossroD.rscryrcoa paymonalotma, Custom€r 8groes topsy allfees ln a StetEmsnt of Servlces
wilhin 30 day8 oflhs dare ofMlcrosoft 6 rnvorce unlesslhe stst;m;nr of servlcss provld€s orherwlse,
Mlcrosofl may assass a linsnco charge of lhe lesser of lA% pBr Bnnum, accru8d, cslculslod andpaysblB monthly or the hlghost Emount qllo!,red by lew on all psst due amounls duo to Mlcrosoft,
Mlcrosofl wlll havo no obllgallon to con nue to pmvido pmtossronal servlc€s lf cuEtom€r fails tomale llmely peyment.
,. Iaxes. -lf any amounts arB Io be psld to Mhrosoft, lhe amounts owsd ara excluslve of anytaxgs. Customer _shall pay all valu. added, good6 and B€rvlc€s, salas, grgs8 recelpts or oth;;
transaction taxe8, fegs, chargos or surQharges orotherslmllar taxB8, chares or leee orany regulatory
cosl rocovery and other surcharges thal are owod under thls Al',sndment and whlch ilh;osoft l;pemltted to collect from Custom.r, customer shall €lso bs rosponsible for qn appllcqbl€ st.mptaxes and for all olher laxes lhat lt ls l€gally obllgated lo pay, lncludlng any taxes tlat arlee on thbdlerrlbutlon of provlslon of Prof.sslonal servlcos by customBr to its Alljl;tes. Microsoft shafl be
responslble forpayment of alltaxes based upon lls n8l Income, gross recelpts taxos lmposed ln lleuor lax€s on lncome or prollts, or taxes on Mlcrosoft's prop6(y ownorship.
lfany laxes are roquir.d to be withheld on paymenrs made to Microsoft, custom€r may deductsuch
taxes from lh6 amount owed and pay them to the appropriate taxlng authorlty; provlded howevar,
that cusromer shall prompfly socure and dslver an oflicial rocoipt for lhose wilhhodings and othei
documents reasonably requestsd by Mlcrosofl to clarm a forergn tax credl or refund. iuslomsr wi€nsure lhat eny taxes withh€ld are minlmked to lho exlent posslble und6r appllcablo law.
,r. No thlrd.party beneticlarle8. This Am8ndment does nol creatB and third-party bensliotary righls.
Exc€pl forchanges made by this Amsndment, lh6 Enrollmsnl or Agreoment ldentiflod above rsmalns
unchanged aRd ln fullforce and €ff6ct. lfthsr€ is any conflict botweo-n any proviston in this Amendment
and any provlslon ln lha Enrollmenl or Agreemont idontiliod abovo, lhls Amondment shall conlrol.
This Amendment must be attac hed to a slgnature form to be valid.
Mlcrosoft lnternal Use On
-Consulling Services Amendmont for EA
Attach.docx
CTM CTM"FWK.CTC.AGR BD
AmendmmtApp v4.0 CTM.FW('CTC*GR BD
Psgo 6 or 5
E Microsc,Ft \/olr-r rle l-icens rrrgl
Program Signature Form
004-kayleed-S"04
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Notc: E ler llre apnlicable irctrve nurnhers associaled viilh lhe documenls belor,r. lvlicrosoft reqtlites
lhe associaled active nuriber be h)dicated here. or lisled below is new
For lhe prrrposes ol lhis lol.ln, 'Customer' can mean lhe si{,ning enlily, Enrolled Afliliale,
Goveflrnenl Partner. Inslilr rti()n, or olhcr pr(y snlering inlo a vofumc llconsing firogram agrccmenl.
This shnaltrle lorrn and all conlracl dDcuments identilied io lhe lable b€loiv are enlered into between
the Cirslomer.rnd thc l/icrosolt Afliliate signing, as ol lhc clfcclivc datc identificd bclo!,/-
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Oocurrrenl Number or Code
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ooiiurneor Nu,iri6r oicoite
<Cl)fiJse Entollrnenl/ReOislrrlion>Drlr:rrnEni Nrrtber or Code
hoose EnrolhenURe islralion>0ocumenl Number or Code
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Uy signing below, C(slompr and the lricrosotl Alliliate agree that bolh nariies (l) have reccivcd, rca(l
and underslai)d lh6 above conlracl docrrr'rents, includrng au'/ wellsites or docurnenls incolporated by
relerence and ar]y anrcndmerrls and (21 agree lo be bound by lhe terms o[ all such documonts.
Name ot Entity tity nanre)' Courtly ot Riv€rside
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Optiorial 2'd C(lstolrlcr signaaure or OUtsourcor sign.trrrc (if appliceble)
Nan)e of Entity (inust be lagal entity lldrne).
Signatrrre"
Prlntcd First and Lest Name'
Prlntcd Tltle
Signature Date^
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Name of Entily (nrrrst bo lcgal cntity namclr
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l, Custonrer /equires physical rnedia, addiiional conlacls. or is reportillg rnult;ple previous Enrollments,
include lhe approprialc form(s) vrith this signature Iontr.
A(er this sio[atrtre fornl is sioncd by thc Cllslonler, send il lld llre ContrssL Docunrenls lo Cuslonter.s
charrrrel purlrrer oI lJic{osblt aCCoL rt mana0er, who tnusl sUbmil thenl to the following address lvhen
Ihe signalur€ fonr is lutly e)ieculed by iricrosofl. CU:lomer vrill reccive a Donlirrnaliott crpy
Microsofl Cotpora?io
Def,l. 551, Vol!rne Licansh(
6100f.leil Road, Suite 2'10
Rerro. Ncv;rda 8051 'l. l 137
USA
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This rncndrncnl fArrlcndment") is enlered irllo belween the 0arlies ideItiligd on lhe altacl]erl proqlarrl
si0natu r e fo m. lt arnen ds lhe Enr ollnlen I or n S reerner rl ider rlified ilbol/e. n ll terms use(l tl(ll nol (lolin ed
in tl'ris Ameir(fin'?rl will llavD lhe same nreanings provided in that EnlollmEnl or Aqreernenl
Enterprise Agreement
Custom Terms CTIM
Seclion 6a, '-fcrn", is l'rcrcby arnendcd alrd reslaled as lollo\ s:
a, Term. The lerm ol lhis Aorcentenl r,/ill remain ln ellecl unless ternlinated Uy cilhel pa(ly
as descrit)ed llelo\./ EItch Er)lbllrnenl 'r,/ill l|ave lhe iornr providD.l in lhat Enrollrncnl
2 The pricing lhal l,4icrosoll r,rill ofler Ernolled Affilialc'$ Rcseller foa EnrollInenls effccliv.
belrveen Novenrb€r 1, 20l9lhrough Octob€r 31. 2021, aM lhat v,lll apply for lhe enlire initial
le/in o[ such Enr0lhnenls, is ,s lollo\4's:
Prodrrcl P rice
Level
Examples lnchrdc bllt arc not limitE(l to
the lollowing':
lln o!rrrple! inc uql{ u:ilnr.r }cilirca lll{t ir.e uv r ciu s ll|! cEPrEzc€lor qdetnme,rl cror( ctlelngi
''OraliS/inn Ent.rD.ir. Onine S.rvi.ar :ir. (€rti[4d iA lhe n.airrj Terns v,ilh lhc,:el ral(le cl Fr_]'iolhe!iblestor
'rrrog iln Arti luiilily'. tlrt !c!!\i 01Er{c'piila (]1lnte ler..'rce! as sLrJj"il lo chu'A€ llrExle'pise Oalinc Seruces
ilre:,{iled. (raarledrro! 5e{lcr.ermleJ iorn the C le(OiitE DrcArem c,lcrirl(l
E:(chrsioirs anply to lhq addilional2% discount on EnlcrFriss Onlinc Serviccs at Iollo\',rs
Erterprise Onlll|e Servlces"
(includiio liull USLS. l;.onr SA
USL9, Add ons a'rd Step upsl
Le'/el D
Level D
rnilliJs 2%
t l-rrs E3 and E5, Enterprise Mohility +
Securrly E3 and 85. Olfice .165 Enlarprise
E1 or E3. Win.lorvs l0 Entelrrrise E3 or Es
Ot,ice 365 Pro Plus, Windot/s 10
Eoterprise, Co.e CAL \^uile. Ente?rise
CAL Suile
Entcrprise Pro(lucts
A(ldiliooal Products Le',,e1 D
Server ard lools Pro(lrct
(apolies to Seryer and Clold
InfollnrentS only)
LeVeI D
NI365 F1. l\,1365 E5 Cornpliance, M365 E5
Sccurity, Ofiice 365 Elrtornrisc F1, Proicct
Online. Visio Or)line Plarr'1 or Plarl 2.
[)ynanrics 3ti5, .Azrrre, SOL Serv€r,
Windows Server. elc.
SharePoini Server. SOL Serv€r. BizIalk
Sc.vcr. Visral Slrrdio Corc lnfr.slr(rkrc
Suiles, elc.
.A!
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n-.: |Ln r'c' nl{p! v4 q ct tut.cPT,oPT-Ftli(BD
Amendment to Contract Docttments
. Theprice lisl monlh that applies to an order is not a laclor in determining whether theaddilional2% discourrl oh Entelprise Online Services rlay be ,ppli€d to an order- Tlte
r]nly applic€hb faclor i5 lhe elfective dnie of the Enrothent.
. Ihe cliscount does nol anply lo ary exlengjons ot lhe inilial Terrn or renelvat
Enrollmcnts
. The (liscount docs not ripply to any prornolional Sl(Us. Errolled nfiili;rte is enti ed to
lhe tower of [re prottoti0t]al ptice or discoL lterl pricc.
The tnrce level llral appries to E.roflmenrs ellecrive orl or afler Noven]ber I , 202 r is L€vel D lorall Irfo{ U.:ts.
The Rcseller and the Enroled Affilate wi dete,nhre the Enrdlted Alliltale's actuat pric; and
l)oynr-.nl lcnnr.
Except for cl).1rtges llnde by thrs A relrdrt]e t, lhe E||rollment ot Agreell]enl irlentified above rerlairrs
'rnchantred ;rnd in frllforccand eflecr lf there is any conrlicr bel*reen any provision ln lhis Amendnre.r,rd rrry rr,(.,\'ision in rlre Enro[rnert or A0reemenr ir,er)ririe(lalrcve. lhis Arir:nrrnrehr sh.rl (:onrror.
Th is Amendment must be atlacherl to a signature form to be valid.
Microsott lrtenrill U$e
Ftivrtrside Count IA tJ.7.d ocx 0 rlt,l c1 r,/-cPl-OF',t-t:WK LIL)
,\nre..:kner:01r-n,,,/l I aTLt.cPT,OPT.F',^/(6D
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C [\/iclosoft Vo I r.r r"l r e l" i ct-.ns i rrc..;
Enterprise Agreement State and Local
llol 1.'r l,se willr trl,cros(rl nliirress Agrcerrrenl rx L'li.:rirsr)ll Pilsiirss atlil S{rrek:Ps Auree,lPrn
This i,,licrosofl Eoterprise A0reemenl ("Agr€iemenl") is entered into t elween the enlities identilied on the
signature [orm. I
Efrective date. l he effective date of lhis Agieenrenl is the earliest ellectivs date ol any Enrollnent entered
rnlo under lhis Agreernenl or the date lMicrosott accepls lltis Agreenlent, !vhichever is earlier.
This AgrBement consists ol ( 1) thess Agreemenl lerms arlrl condilions, incltding any arnendrnerrts and lhe
signatule fornt and all altachnrents idenlrlied therern. (2) lhe Pro([rcl Terms applical]le to Pro(lucts licensetl
under lhis Agreernerrl, (3) lhe Online Services Terrns, (4) a[y Alliliale Enrollment enlered irlto under lhrs
Agreement. an(l (5) any order subnrlte.l under lhis Agtcemenl.
Please not€: Docurnents relerenced in this igreement bul not atlacl'red to the signatu.e form may be round
at lrtlD.//\,.,ww rnicrosolt.corn/lrccrrs l!-ii9qf!Ie9!E ancl are incorporaled in lhis Agreemenl hy lelerence,
including the Product Tenns and Use Rights. These documenls may contain additional tcrms and
conditions lor Prodtrcls licensed under lhis Agreement and may be changecl lrom lime to tirne. Customer
shoul(l roview such documonls careflrlly, both at the tirne ot signing aod periodically tlrerealter, and fully
ur't(lerstand allterins an(l con(itions applicable to ProdLlcts licensed
Terms and Conditions
1. Definitions.
Afliliate" rneans
a. wrth regard to CLrstorrer,
(i) any governmenl agency. de'partnenl, olfice, illstrumentalily, division, unit ot other enlity ol
the slate or local governrrienl lhat ts supervised by or is parl of Cuslornel. oI v/hich
supervrses CLrstonrer or ol whiclr Customer is a part. or vrhich is under common supervision
1,,/ilh Cuslomer:
(ii) any county. lrorough. comrironwealth, cily. muricipality, lown, lownship, special purpose .
district, or other similar lypE ol governmental instrumentalily established by the lav,/s of
Custo,ner's slate and localed wilhin Customer's stale jurisdiction and geographic
boundaries: and
(iii) any other enlity hr Custonp'r's slale expressly aulhorized by the laws oF Cuslomei's slate
10 purchase under slale corrtaacts: provided lhat a state and rls Affiliates shall nol, for
purposes of this definition, be consadered lo be Atliliates of the federal govenmEnl a|td its
Alliliates, and
b. \r'th regrrd lo lvlicrosoll. any lergal entily lhal Microsoft owns, lhat o\,.rns Microsofl, or that is
under common ownership \'rilh Microsofl,
"Custorrer' rneans the legal enlity thal has enlered inlo lhis Aslreemenlwith fvlicroso[l
"Customer Data" means alldata, incltrding Jll tert, st,una, softtvare, image, or video fales that are providecl
to Microsott by. or on behalf ol. an Enrolled Affiliste and its Afliliotes through use ol Online Services.
"day" ryreans a calendsr day, except lor' references that specify 'busioess day'
"Enrolled Alfiliale'means ar) errlily, either Cuslorne{ or any ooe of Custorr)er''s Afiilaates lhal has efltered
into an Enrollment trnder lhis Agreemenl
l:l.2 o I6ni.tr (trSJsl.( i{Ell(il(l iuv2(l I 0)Pit$clDlll
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''Enrollmsr11" rnsonr llre docurnenl that an Enrolled Affiliate subnrls under this Agreemenl to place orders
lor Prodl|cls
"Enterprise' mearls an Enrolled Alliliale and thB Alfiliates lcr which il is responsible afld chooses or) its
Enrollmenl lo inclrrde in rts enlerpflse.
'Fixes' tneatts Producl lixes, rnodificationsl or enhancements. or their derivatives. that Microsoft either
releases gerreralty (such as Producl servrcerpacks) or provirtes to cuslomer to address a sDecific issue.
''License" rneairs lhe righl to download. insta'll. access anrl use a Product. For cetlain Products, a Llcense
[]ay De available on a llyed terol or subscription basis ("Subscription License,), Licelses lor Online
Services will be cofisi(lered Subscription Licenses
'lUicrosofl" nleans the Microsoft Alfiliale that lras enlered inlo tl)is Agr'eernenl or au Enrollnrenl and its
Alliliates. as appropriale.
'Onltne Serviqes" trreans the Microsofl..ltostJ<i services ideolilied as Online Sewices io ttre Product lerms.
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"Online Services Ternrs' r'reans the additi<inal lerms lhat apply to C(tstomels use of Otrline Services
published on lhe Volunre Licensrng Srte an(l up(laled frorn tBne lo ttnte
"P.oducl" means all proclucts ldenlilied in lhe Prod([l Tenns, such as aI Soflware, Online Services ancl
other web-based services, including pre-reiease or bela versions
"Product TeIms' fi]eans lhe (locurnenl lhal piovides intonnalion about Microsolt Products and prolessional
Selvices arailable lhtouglr vol(,me lic€nsing. The Prodlrc:l Terms rlocumenl is published on lhe VolUDre
Licensing Site and is updaled.koln time (o lime
"SLA" nteans Service Levet Agreernent, urhiCh specifies the mininrurn service level For Online Services and
is published on the Volume Licensing Site.
''Software' nle.rns licerlsed copies of tulicrosdlt software identilieci on the l)roducl Terrns. Soltware doe., nol
include Online ServiDes, but Soflware ntay be Darl of an Online Service.
'Softl,t/are Assurance" rs an offennq by Microsoft that provides new versicn .ights and other benefits lor
Products as fu(her descrihed in lhe Producl Ternis.
"li ade Secrel" means inforrnation lhal is flot generally kno\.vn or readily ascerlainable lo lhe public. has
econornllJ value 3s a resull. and has been subject to reasonabl€ steps under lhe ciriumstaoces lo lnainlairr
i(s secrecy. I
''use" or "run' means to copy, install, use, aTess, display, fun or otherwise inleracl.
"Use Righls' means the use riglrls or lenns 6l service for each Prociuct p'rblished on lhe Volun)e Licensing
Sile and updaled From lame to time The Use R ights supersede the lernrs of any end user license agreem enl
lhat acconrpanies a Product. The Use Righls fof So[lrvare a€ published by Microsorl in the Produ;t ] ernrs
The Use Rights tor Online Services a€ published in the Online Services Terms.
2 How the Enterprise program works.
a. Gerr€ral. The Enlerprise proorim consisls ol the lenns and conditions on which ao Enrolle(l
Affiliate rray acquire Prorluct Licenses. Under lhe Enterprise program, Cuslonrer and ils
Afliliates may order Licenses lor ProdLrcls by enteflng rnto Erlro menls
D, Er)rollrrrents. The Enterprise program gives Custonler and/or its Atliliales the ability to enler
inlo one o[ more Enrollments to order Pro(lucts, Subscription Entollmenls may be available for
some of lhese Enrollrnenls. l.lotwilhstandirlg a y otlrer provision ol lhis Agreement, only
Enrolled Alfillat€s identilied in a'n Enrollment will be responsible for cornplying with the tefin;
ol lhat Enrollrnent. inctudrng the lerms of lhis Agreement rncorporated by telerer]ce in lltat
Enrotlntent
F 2l,1 l6I{(1lS)Sl Ci(FN(;XNovzl)161 nagc 2 ol ll
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"Volunre Licensing Sile' nreans hllp:/lww\.J.firicrosolt.corn/lltensinq/contracts or a successor sile
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3. Lfcenses foL Products.
Liccnse Grar)t. [4icrosofl graols lhe Enlerprise a non-exclusive, v]Q(ldwide and limited right
lo do.'rnload, inslall and use soltware Produc,ts, and lo access and us€ the Online Services,
each in the qnanlity ordere(l undel an Enrollment The righls granled are subiect lo lhe terms
of this Agreerrrent, lhe Use Righls an(l lhe Prod(rcl Terms. Microsofl resetves all rights nol
expressly granled in lhis Agreerhenl.
Ouration of Licenses. Subscription Licenses and rnost Soflware nssurance rights are
lefi]porary and expire ,rhen thi applicable Enrollment rs terminated or expires, loless the
Enrolled Atflliate erercises a buy-out oplion. which is available lor sorlle Sllbscriplion Licenses.
Except as olherwise noled ir) llre applicable Enrollmefll or Use Rights, all other l.icellses
becorne perpetual only rrhen all paynrents lo. that License have been made and the initial
Enrollmenl lerm has expired.
Al)plicable Use Righls.
{i) Products (other than Onlirie Setvlces) 'lheUse Riqhts in eflect on lhe elfective date ol
the applicable Enrollnrcnt lernr \eill apply 1o Enterp/lse's use o[ the verslon of each Product
thal is currenl al the lime. For lulure versions a^d new Producls. the Use Rights in eflect
ivhen those versions and Prodrrcts are first released will apply. ChBnqes Microsolt makes
to the Use Righls for a psrtiiular version will nol apply unless lhe Eumlled Atliliate chooses
lo have lhose changes apply. The Use Rights apDlicable lo perpetual Licenses lhat were
acquircd under a previous agteem€rrl oI Enrolltnenl are deternined by lhe Agteernenl or
Enrollment un(ler whlch they \tere acquired. Reoewal ot Sottware Assurance does nol
clrarrge $,/llich Use Rights apply to lhose Licellses.
(ll) online Scrvlces. For Online Services, the Use Rights in ellect on the subscription start
dale rryillat)ply lor the subscription term as delined in the Produci Ternls.
Downgrade raghts. Enrolled Afiiliale rnay use ar earlier versiqn el a Product other lhar OnIne
Services than the version that is currenl on lhe efreclive date of the Enrollment. For Licenses
acquire(l an lhe current Enrolheht tern, the Use Righls for lhe curre,rl version apply lo lhe use
of the earlier version. lf the eailier Pro.lucl versioi includes leattlres lhat are lrot in lhe ne!./
versron, lllen the Llse Rights applicable lo lhe oarlie. version apply wilh respecl to those
feat(lres.
New Versiorr Rlglrts undff Software Assurancs. Enrolled Affiliale musl order and marnlaln
continuous Soflware Assurance bovgrage for each Llcense ordered. With Soflware Assttrance
coverage, El]torprise autornaticdlly has tl']e rigl)t to use a rerv version of a licensed Product as
soon as il is released, even rf Enrolled Affifiale chooses not to use the new velsion immed,alely
Ili) Except as olherwise perrnittbd under an Enrollmenl, use ol the new version willbe subiect
to the new velsior]'s LJse Rights.
(ia) lllheLicense fol lhe earlier version oflhe Prod{rct is pe.petual at lhe lime the new version
is released, lhe License for the l]ew version vill also be perpetual. PerpetLtal Licenses
oblalnerl through Soflsare Assurance replace any perpettral l-ic€nses fo( the ea ier
version.
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l-icensc confirmation. This Agreement. the applicsble Enrollment, Enrolled Affiliate's olIler
confirrralio[, and any documenlation evidencing lranslers ol perpetnal Licenses. logell]er wilh
proof ol pavrr)er)1. r,,/ill l)e Enrdlled nrliliate's evidence of all l-icenses oblained under an
Enrollntent
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Licenses. The types ol Liceirses availalJle are l1) Licenses ohlalned urtder Soltlrare
Assura ce (L&SA), arrd (2) Srtuicription Licenses. These Licenso lypes, as well as additional
License Types, are furlher desciibed in lhe Producl Lisl.
e
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q. Reorganizations, co[solidstlons and privatizations, ll the number ot Licenses covered Dy
arl Enrollmenl changes by ntore lhan len percenl as a result of (1i a reorganization,
consolidalion or privalizaliori oi ar) enlity or an opeEling division. (2) a privatization of an
Afliliate or an op€rating division ot Ellrolled Aflitiate or any ot its Afhliates, or (3) a consoljdation
includiflg a rnerger wilh a lhltd pany that has an existit)g agreemenl or Enrollment. MicrosDll
will work with Enrolled Affiliate in good fartlr to dete nine lrcw lo accomrrodate ils chsnged
circumstances in the context of ihis Agreement.
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Making copies of Products and re-imaging rights.
a. Gc.reral. Errrolled Alfiliote nray' nrake as many copies ol products, as it needs to clistribute
them v,,ithin the EnterprisB. Cot)ies mu!.t be true and complete (inchrding copyrioh( and
lradenrarl nolices) fron nrasler copies oblained from a Microsoft approved fullillnrent source
Enrolled Af,ifiale may use a third party to make these copies. but Enrofied Aftiliale agrees it $rilt
be responsil)le forany third pa(y's actions. Enrolled Af,iliate agrees to make feaso able efforls
lo nolily rls e|nployees, agenti and any other indivictuals v.,ho use lhe Pro(lucts lhal the
Pro(lucls are licensed lron'! Micrbsoft and sub,ecl to lhe lerms of this ngree[rent.
b. Copies for tfaining/eval(iation and back-Ip. For all Products olh€r than Online Servrces.
Enrolled Affiliate rnay: (1) use (rp to 20 comptimenlary copies of anl licensed producl in a
dedicated lrairrlng facilily on its premises for purposes of training on tal padiculat producl. (2)
use up io 10 complintenlary copies of any Products for a 60-day evahation period, an(l (3) use
ene conplimenlaty copy of any licensed Producl for back-up or archivat purposes lor each ol
its disllnct qeographic locations. Trials for Online Services may be evailable if specilied in the
Use Righls.
Right to re-imagc, ln certao cases. re-irnaging is pen]lilted using the Product ,nedia lf the
Microsolt Producl is licensed (1) fronr an original equipment manufacture. {OEN.4), (2} as a ful
packagpd Product througlr a relail so(irce, or (3) un(ler another (4icrosofl program, then media
provided ur)der this Agreerrenlrrnay gerlerally be used to creale irnag€s for Use n place of
coPies provided through lhat separale sorrrce. This right is conditicrtal Upon the fo ov,iir)g:
(i) Separate Licenses ntust lre acquired lronr lhe separale source lor each prodtrct tha( is re-
imaged.
(ii) Ihe Product. laoQuage, version, and componenls of lhe copies rrlade rnusl be identicalto
lhe Product, language, verdion, and all contponents of the copies lhey replace and rhe
lurlher of coples or instancbs ol lhe re- naged producl petmiled ren.ralns ihe same.
(iii) Except lor copies ol an opelrating syslerh and copies of Producls ticensed under another
Microsoft program, the Product type (e.0.. Upgrade or full License) re-inlaged )trst be
identicalto lhe Product lype licerrse(l trorn the sepat'ate soufce
(iv) Enrollcd Alfiliale musl adhere to any Product-specrfic processes or reqrrrrements for re-
imaging i(lentilied in the Pro(luct Terms.
Re-imaged Pro(lucts remain subjecl to lhe l€rms arxl use riOhts ot the LiceDse acquired fron]
the separale source. Thls sullsection does not create ot exlend any Miclosolt warranty or
support obligatior
Transferring and reassign.ing Licenses.
a. Liccrrso transfers. License lrahsfers are rol permilted, excepL llrat CUstomer or an Enro lecl
Affiliate may transFer only fully-phid perpe(rat l-icenses to:
(i) an Afliliale, or
(ii) a third party sclely itr co r)€(:tion witlr lhe transfet of hard\,/are or ernptoyees to whorn the
Licenses have t een ossiondd as parl oF (A) a privatizatjoft ot an Attitiai€ or agency or o, an
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operaling dMision ol Enrollec, Aflrliale or an Atfiliate. (l]) a reoroanization, or (C) a
consolidatjon. I
LJpon suclr transfer, Cuslorner bt Enrolled Aftiliate must Uninstall and (liscolltirlue ilsi|tg the
lk:er)sed Frodr.'cl a d render ani coples unusable
Notlrication ol Licel|se Tralsrcr. Ellrolled Aff itiale nnrst nolity tulicrosotl of a Lrcense lransfer
by cornpleling a license' transfer fornr. which can be obtained fronl
hlto://ww/r' flricrosoll c onr/l:censllo/corlracls and send []g lhe conrpleled loro'r to Microsoll
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belore the Llcense transfer. No License lransfer will bevaldunless Enrolled Affiliale provrdes
to {lre lransteree, and lhe tlansleree accepls in tvriting, doctlmenls suFficieflt lo enalrle the
transferee lo ascerlail lhe s()oire, purpose and limilations of the rights g€nted by i/icrosofl
under the liceflses being transferred (includingthe applicable Use Ri:ghts, (rse and lrallsfer
reslriclions, rr/arranlies and lirnitalaons ol lbbility). Any Liceose llarrsler not rnade in corrlpliance
,r/ilh this section will be void.
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lnlerral Assigrurrellt of l-ice[ses arld Soflware Assurance. Licenses and Soflware
Assurance must be assigned lo a single user or device within the Enterprlse. Licenses and
Solt,/,,are Assurance may be reassigned within the Enterprlse as described irl lhe Use Rights
6 Term and termination.
a. Ternl. The term of lhis Ag reenr dnt \,{ill be 36 lull calencjar nronths [ron] thc efFeclive dale u [less
termanaled by either parly as described below. Each Enrollment will have the term l)rovided in
that Enrollmenl.
b- Ternrlnatloll without cause, Either party nray terminate lhis Agreement, without cause, upon
60 days'written rrctice, ln the evenl of lernlirlation, new Erlrollmenls vrill not be acceFted, blrl
any exisllng Enrolhnent rvill conlinue for lhe telnr ol suoh Entollment and will conlinue to be
governed by lllis Agreemenl.
c. Micl-tarm termlnatlon [or notr-ippropriatiotr of Ftrnds. Enrolled Afliliate nlay lerminate this
ngreemenl or an Enrollrnent v,,ilhoUt liabillty, Fenalty or lurtl)er obligalion lo rnake paynlenls if
lunds io make payments under lhe Agreement or Errollment a.e not aPproPrialed or allocaled
by the Enrolled Affiliate for such purpose
(1. Terminatiorr for cause. Without limiling any olher rernedies it nray have. either party may
teflnir)ale an Enrollmenl il thd other party nlaterially breaches its obligations un(er llris
Agreement, inc[rding any obligalion to submit orders or pay involces. Exceptwhere the breach
rs by ils natLtre nql curable wilhin 30 days, the terninaling pady musl give lhe olher party 30
days notice ol its intenl to lermlnate and an opporlunity to cure the breaclr,
lf Microsafl grv€s such nolice lo an Enrolled Affilialc, Microsoft algo will give Cuslomer a copy
ol lhal nolice and Custonler adrees to helP resolve the breach. ll lhe b.each aflects olher
Enrollnrents and canlot be resolve(l betY,/een Microsoll and Enrolled Affiliale. logelher with
Customer's help, wilhin a.easonable period of lime, tulicroso(t rray torn]inale this Agreenrent
and all Enrcllnrents under it, ll an Enrolled Affiliate cerses to be Cuslorner's Afliliate, it lnust
pronlplly nolafy l\,licrosof(, and lvlicrosotl ntay terminale the former AFfiliate's Enrollmerlt lf art
Enrolled Affiliale terininates its Enrollrnent as a result ol a Dreach by Microsoft, or if Microsofl
lernrinates an Errrollmerlt becaus€ Enrolled Affiliale ceases lo be Cuslom€/s Afiiliale, then
Enrolled Affifiate will ha,,/e the ebrly lern'rination rights described in the Enrollnre t
e. Early lenninatiofi. l[ (1) an Enrolled Afliliale tenninates ils Enrollment as a resull of a l]reach
by Microsoft, or (2) if lvlicrosort terminales a.t Enrollmerlt because lhe Enlolled Afliliate has
ceased to Lre arn Affiliate ol Cuslorner, or (3) Enrolled Affiliate lerminates an Enrollmenl lol non-
aplxopriation offunds, or (4) Miclosolt telminates an Enroll lenl for non-payment due lo non-
apl)ropriation ol hIrds. then lhe enrolled Affiliate vollhave lhe lollowiog oplions:
(l) lt ma
case,
y inrnrediately pay lhe lotalrenr
the Enrolled Afliliate wilt have
aining amounl due. including allitlslrlhnenls, in which
perpetual righls lor alt Liceoses rl has orderedior
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( li) lt nray pay only amounts due as of lhe termir)alion date. in whtch case the Enrolled Afliliate
v/ill have f)erpehtal l-iceoses for:
1) all copies of Pioducts (including lhe latest version ol producls ordered under SA
coverage in llle cutrent te[n) for which paynent l']as been made in full, and
2) the number ol copies of Prodtrcts il has ordered (including lhe latesl version oF
Products ordered Under Sott,,/yare Assurance coverage in currenl lerm) lhal is
proportional to lhe totalbl installment paytrents Faid versus tolat amounts due (paid
and payable) if lhe early lermination had nol occurred.
(iii) In lhe case ot early lermination r/n(ler sUlrscriplion Ertrollments. Enroll€l:1 Affiliale wlll have
the lollowing oDtaons: r
1) For eligible Pro(lucts, Eirolted AfFiliate may oblairr perpetual Licenses as describe(l in
the seclion of lhe Enrollment lilled "Buy"out option,- provided that Mrcrosoft receives
lhe l)uy-out order for lhbse Licenscs wilhin 6b days alter Enro ed Affrliate provides
rlotice of lernr'ralion
2) ln lhe evenl ot a brearh hy Mic.osoft. il Custorner chooses not to exercise a buy,otlt
crption. liicrosolt will issire Enrolled Alfilaile a crerlit for any amount f]aid in actvance
for Subscription Licenses that lhe Enterp se wi not be able to use to do the
ternlrnalion o' lhe Enrollirenl
I
Nlothing in llris section shall allecl perpetual Lirense rights acquired eilher irr.1 separate
agreernenl or in a prlor lerdl of the lefiritlated Entollmerlt.
Eftect of tcrminallon or explrailon. U,/hen ar) Enrollmenl expires or is terminaled,
(i) Enrolle(l Alfilale mUSt orderrLicenses for all copies of Prorlrrcls il ha5 rUn fo ahich rl has
nol previously sUlrritted an brder. Any and all unpaid payments lor any orrler o( any kirrcl
renain due and payable, Excepl as provided ill the sUbsecli()o ti ed "Early termination," all
unpaid payments lor Licenses immedialely become due and payable,
(ii) Enrolled Affrl,ate's righl to Softvare Assurance benefits Under this Agreement ends if it
does rol rellew Software Assurance
g. ModlFicatlon or terminallon of an Onllne Service for rogulntory reasons. Microsoft nray
rnodily or tefitinate ao Online.Service L.rhere llrere is any correot or luture 0overnn]enlrequirenrent or obligation thal: l{l) subjects Llicro$ott to any regulation or requirenrent rrot
generally applicable lo businesses operaling in the j(lrisdictioni (2) presents a hardslrip for
lvlicrosofl to continL€ operating the Online Service without ntodification; and/or (3) causes
Microsofi to believe lhese lerors or the Ontine Servic€ may conftict with any suclr re(luirenlent
or obligation.
lr. Prograrr) updates, lvlicrosolt nray ntake changes lo this Frogram that will make il necessary
for Curlorner and its Enrolle(l Alliliales (o erlte[ into new ag(eemenls and Enrollments al the
trme ol an Erlrollntent renewal
I
Use, ownership, rights, aid restrictions.
a. Prodt,cts. Unless olllerwrse spectlied in a sullptentental agreemenl. use of any product is
governed by the Use Righls sfjecific to each Product alld version and by the lelns ol the
applicable supplenrental agreenienl.
b. Fixes, Eaclr Ftx is licensed under the san]e terms as lhe product to wltich it apDlies lf a Fix is
oot nrovided for a specific Proddct. s^y use rigt)ts Microsolt provides with lhe Fix wil apply.
c. Non-lvlicrosofl soltware sod technology. E nrolled Alfiliale is sol(:lt, responsible f or aoy norr-
l\,,licrosofl soflware or technology that it irrslalls or.lses r,rith the prod,,lcts or Fixes
[A2u I 6Aq ILISl SLGtE,\tG)lNov2016]Fnte 6 ot il
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il. Restrictions. Entolled Affillate mtrst rrot (and is nol licensed to) (l) Ieverse engineer.
deco[lpile, or dasassemble any' Producl or Fix: (2) install or use non-MicrosoFl soflv/are or
technology in any way thal would subiect Microsott's intelleclual property or technology to any
. other license te.msi or (3) work arotln(l alry tecllflrcal tlrnilations in a Product or Fix or
reslriclions in Producl docunrentalion. Cuslorner musl not (and is nol licensed loi () geparate
and r(rn paris ol a Paoducl or Fix on rnore than orle device, upgrade or dorvngrad€ parts ol a
Produst or Fix at di(Ferent limes, or lrans[er Darls of a Produ(l or Fix separately: or (ii) dislribule.
sublicense, rent, lease, lencl ani Products or Fixes. an whole or rri l)art, or use llrern lD oller
hosting seruces to a tlrird parly.;
e. Reservation of rights. Producis and Frxes are protecled by copyright and oilrer intelleclttal
property rights laws and interrialional treaties. lrlicrosofi reserves all riohts not expressly
granted in this agreemenl. flo rights will be granled or itnplied by v./aiver or estoppel. Righls
lo access or use Software on a bevice do not give Customer any righl to implemenl t/,icrosofi
Dilerrls Dr other l,,Iicr()sofl inlelleclual prope(y in the device ilself or in an,/ ollrer sollware or
devices
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8. Confidentiality-
"Cor)fder)1ial lnforolalion'is non-public informalion that is designated "confidenlial" cr thal a reasonable
person shoUld understan(i is confi(lenlial, including Custorr]er Dala. Conlidential Ir'tfonnation does nol
inc[r(le inloBnation that (a) beconles publicly a'/ailable rvilhoul a breach of thN agreerrrenl, (b) lhe
receivrng parly received lay/lully frorn anolher source witlloul a confldenliality obllgation. ac) is
independently develope(1. or (di is a comnlenl or suggestion volrrnteered abotll the other party s
business nro,Jucts or servrces.
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Each psrly viill lake r'easonable sleps to t)rotecl lhe other's Conlid€ntial lnfornation and v.,illuse the olher
Darty's Coniidential lnformation only for t)urposes ol the padies' business relationship. Neither party will
disclose that Contidenlial lnlonnation to lhird Darties, excepl 1(, ils employees. Affiliates. col)lraclors,
advisors and corrsultants ('R epresenlatives") and then only on a need-to-know basis under nondisclosrrr<:
oblgationi at leasl as prolective as this agreen)erll. Each parly rernains responsibE for the use ol lhe
Conlidenlial lnloflnalion by its Represenlalives and, in the e'renl o[ cliscovery o[ any rrnauthorized use or
disclosure. rnust promplly nolily lhe otl)er party.
A party nray disclose the other's Coolidenlial lrrforrnatio lf required by law, bulonlyalterit notilies lhe
olhsr parly (if legally pernrissible) lo enable the other party lo seek a proteclive orde.
Neilher porly rs req\rired lo reslrict worl( assionmenls of its Reprcsenlatives vJho have had access to
Coolidenlial lnfor^rirtion Each party agrees lhal the use of lnformalion retairled in Represenlalives'
Lrnaided menrories in lhe development or deployrnenl of the padies'respeclive producls ol services does
nol creale liabilily under lhis Agreen'rer)l or lr€de secret lar\/, and each party agrees to linrit whal rt
(i:scloses lo l,re ot,rer accordi olv.
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These obligations apply (i) for Cuslomer O;la untrl rl rs (leleted lrorn lhe Online Se,vices, and (ii) tor all
otller ConFidenliat llrlormalion. lor a period ol five years after a party recBivos the Conlidential lntomalion.
9. Privacy and compliance iitn u*r.
a. Enrolled Afliliate consents lo lhe processirg ol personal intonnation by Microsofl and ils agenls
to facilitale lhe s(hjecl nlatler bf this Agreement. Enrolled Atlaliate r'/ill oblain all required
consents rrom thlrd parties under applicable privacy and dala proteciron lavJ before providing
personal informaliorl to iricrosotl
b, Personal informalion collected (ncler this agreernent (i) rnay be trarrsferred, slored and
processed in llre United States or any olher country in which Microsolt or its service providers
mainlain lacjlities and (ii) rr/ill be subjecl lo lhe privacy terms sFecitiecl in tlre Use Righls.
lvlicrosofl will abide l)y the requirements of European Economrc Area and Swiss dala proleclion
FA20lnAltrO,SlSl (i(liflt;lltllvz(l liii . FitceTolll
Docrnr'cr Yzrl.l020!
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law !'egardrng the colleclion, use, lransler, retenhon, ancj othet plocessir)g oF personal dala
frffn the European Ecurornrc Aiea and Switzerlaod.
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U.S. export, Product s and Fixes are sutlject to U. S. exporl ju risdiction- Enrolled Af{illate musl
comply with all apPlicallle rnternational and nationat lavJs. includiltg the u.S Eypon
n dnrinistratio'r Regulalions and'lnternational Traflic in Arms ReUUlations, and end-user, end
use and deslinetion rest(iclions issue(t by U S. and oltrcr governrnents retaled to ft4icrosofl
producls, services and lechnologies.
10. Warranties.
a Lirrrite(l warranties and rernedies.
(i) Soltware- Microsoll warraAls that eaclr versiorr of lhe Sotl\,,rare v,/ill pertoftn sultslantially
as described rlr the applicable Producl documenlation for one year [ron] the date the
Enterprise is frrsl license(lrlor lhat veBio|l ll il does noi and lhe Enterpnse notifies
[4icrosoll \r/ithir ihe v\,arranty lerm, l,.ten Microsofl wi[. al its oplion {1) relurn )e price
l:ntolled nfliliate Dard For the Softlvare license. or (Z) reDair or replace lhe Software.
(ii) Online Setvices. ly'licrosoli warrarrts tl)at eaclr Orrlrrre Se.vice witl perlolrn in accordance
wlth lhe appltcabte SLA dluing lhe Enletprise's use. The Entetprise,s ternedies lor breach
of thrs , ,ar.aoly .1re in the SLA.
The rellledies above arc tlre Enterprise's sole reinedies lor breach of lhe vJa(anlies in ltris
seclion. Cuslomer waives any bteach ol tvarranty claints nol rnade d uflng lhe warar)ty period
b. ExclUsions. The !,,/ar{anties in this agraemenl do nol apply lo proble|Ds caused by accident
abuse, ot use irl a nranner inconsistent wilh lhis AgreerneIt. rnclu(liog laiture to rneel n.]ioimum
syslem requirerrerls. These'wananties (io not appty to kee, trial, pre-relea:e, or beti,
Droducls. oI lo conlponenls oF Products lhal Enrolled AFliliate is permilted to redistribute.
c. Disclaimer, Except for lhe'litnrte(l warranlies above, Microsofl provides no other
watratrties or corrdltlons a,id disclairns ally other express, implie(i, or statuto]y
v,/arrrnties, includiog tvarmntles ot quality, ti e. non-intringement, merchantabllily, alld
litrress lor a padicular prtrpose.
11 . Defense of third party claims.
The parties will defend each other againsl lhe thild-party clainrs clescribed in this section and will pay the
amounl ol any restrlling adverse frnal iuclgnient or approved settlemefll, but only if the ctefending oarty is
l)romptly noli,ied in ,,'/riting ol the claim and has llrc right to control the defBnse and any settlemenl of it. Thepa(y being detended nlust provide lhe defending parly lvith all r€quested assistance. inloflnalion, and
Erulho.ity. The defendinO party v,/ill .erinbrrrse the othe( party for reasonable oul-ol-pocket expenses it incurs
in providing assistance. This section describes the pa(ies'sole remedies and entir€ liability for such claims
a. By Microsoft. Microsoll will delnd Enrolled Afliliale againsl any rhrrd-party ctainl [o lh e exte nt
it alleges thal a Prodtrct or Fix made availahle by Microsotl for a lee and used within the scope
of the license granled Glnmoditied From the fornr provided by Microsofl and noi conrbined with
anylhillg else) rnisappropriales a lrade secret or direc y inlringes a palent, copyright,
lrademark or olltor proprietary rlght o, a third party. lF l\4icrosoft is unable lo resolve a claim of
irrfringenrelll under con]merchlly reasonable lerms, it may, at ils option, pither ( I ) rnodiry o,
replace ltre Froducl o[ Fix wilh a furnclional equivalent; or (2) tern)inate Enro ed Altiliate's
license and refund any prepaid license lees (tess depreciation on a five-year, straighlJine
basis) lor perpehtal liceoses and any amouot paid lor Online Services for any L,sage periorl
aller tlre lennirrallon dale. lilicrosofl !vrll not be liable for any clalnls or damages dUe lo Eoro ed
Afftliate's contintled use of a Ploducl or Frx aller being notified to stof, due lo a lhird-party clain't.
b, By Enrolle(l Afliliate. 'l'o lhe dxtent permilled by applicable law, Enrolled Alfiliate r.rill delend
Microsolt against any thrrd-pa[y claim lo the extent it afleges that: (]] any Custonter Data or
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non-Microsolt soltware hosled in an Online Service by Microsolt on Enrolled A{,iliale's behalf
misappropriates a lrade secret oI direclly inaringes a palent, copyright, tradernalk, or olhel
proprietary riglrt of a third pany, or (2) Enrolled Affilial.e s irse ol any Ptoducl or Fix, alone or irr
combinalion lvith anylhing else. i/iolates lhe lar.,/ or darnages a lhird parly
12. Limitation of liability.
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For each Product. each party s l.l]aximunr, agllregate liabil(y to lhe othEr uId€r tlris Agreerltertl is lirniled
to (tir€at danlages linally awarded in an arnount not to exceed the amounts Eflrolled Al[iliate was required
tD pay fol lhe appli.:able Producls dLrring thelteflIl ()f lhis Agreemenl, strbiecl lc lhe following.
a. oDtine Scrvaces. Por Online Srlrvices, Microsott's maximun liabilily to Enlolled Affiliate for
any incideot givino rise to a clai*r will nol exceed lhe amount Enrolled Alfiliate paid lor the
Onlille Servlce durino the 12 mor)lhs before the inci(lent
b. Free Products alld Dlstributadle Cocle. For Producls provi(led Free of charge and codc
lhat Enrolled Affiliate is autl)orized lo redislribule to lhird parlies wilhoul separale payrnent to
[4icrosolt, Microsoft's lial]ility is limited to direct darnages finally awarde(l up lo US55,000.
c. Exclrsions. ln noeveolwill either parly tie lrable lor indirect, incidenlal special. punilive, or
consequential damages, or for loss of rlse, loss ot t)usiness inlolrnation, loss o[ tevenue, or
ioter(rption ol business, howevdr caused or on any theory of liabilitY.
rl. Exceptions. No fimitation or exblusions !',/ill apply to liability arising out of eithel party's (1)
confidentiality obligations {except for all liability lelaled Io Cuslor]ler Data, whiclr wtll ren]ain
subjecl to the lirnitalions and exclusions above); (2) defense obligationsl or (3) violatiort ot the
ollrer party's intelleclual property riglrts.
13. Veritying comptiance.
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a. Right to verify compllanco. Enrolled Alllliale rnust l(eep records relating lo all Use and
distributiorr of Products hy Enrdlled Atfiliale aod its Afliliales. Ir4icrosoft has lhe right, al lls
expense, lo the exlent peflrilted by applical)le Lrv/, lo verify conrpliance v,/ith the Froduct's
license ternrs. Enrolled nlfiliale rnust pronrplly provide lhe incjependent auditor wilh any
infornlatlon I'te audilor reasonably requesls in furlherance ol the veriticalion. including sccess
to syslems .uinino lhe Prod!rcts and evidence ot Licenses for Producls En.olled Affiliate hosls.
subiicenses, or rlGtributes to third parties. Enrolled Affiliate ag.ees to conrplete l\,4icrosoft's
self-ardit process, which ldicrosolt nlay re(lurre as an alterrlallve to a lhird party audll
tl. Retnedles for non-corrrpliance. lf verificalron or self-arrdil reveals any unlicensed use o,
distribution. tltert withirr 30 days'. I1) Enrolled AFlilrale nrusl order suflicienl Licertses to cover
lhal USe or clistribution. and (2) if rrnlicensed use or (listlbulion is 5o/i or rnore. Erlrolled Affiliate
rnosl reinrburse lvlicrosolt for tlie cost Microsofl has iocurred jn verilication and acquire the
necessaly ad(litional licenses Ji l25,tn ot lhe price based on the then'crrrrenl price list and
Enrolled Alfiliate firice lcvel. Tha unlcensed use peacerrlage is based on lhe lotal number of
licenses purchased conrpared td aclual install base. It there is no unlicensed use. Mictosolt v.,ill
not subject Enrolled Affiliale loianother veriFication lor at leasl one year. By ex€rcising the
tiohts afld proce(lures described above. Microsofl does not waive ils righls to enlorce this
ngreernenl or lo prolecl ils intellectual properly by any other nleans permilted by law.
c, Verification process. lvlrcrosoll will nolily Enrolled AfFlllate al least 30days rn advance of its
intent to verify Enrolled Alfiliate'3 compliance !,rith the licerrse lerrtls lor lhe Products Enrolled
Alfitiate and its Alliliales use or distrillute. Microsoft willengage an independent ardilor. which
vill bc srrbiect to a confide0lialily obligation. Any intormalioo collecled in lhe self-audit wrll be
used sotety tol purposes ot determining conrpliancc. Tlris verilicatioo will take plsce during
notrnal l)Usiness hours and in a manner lllal does not. inlerlcrc (nreasonably with Ertrolled
Atf iliale's operaliorrs.
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14. Miscellaneous.
a. Use ol contraclors. Microsolt may use contractors lo perform sen ices, DUlwill be responsibte
tor their perfornrancs sulti€ct lo lhe le(ns of lhE Agreenter)l
l) Microsoll as independenl co,ltracfor. The p.lrlies are rndependenl coniractors Enrotlecl
nffiliale and Microsolt each rndv develop Droducls independenuy wjthout ustng tho otheas
Conlidenlial lnlonl]alion
c. Nolices. Nolices to tJlicrosoft nrLrst be senl to ltle address on the sEnat\rre forn r. Nolices rnust
be in writing and will be treated as deliverecJ on lhe clate shov,/n on the relurn teceipl or on the
courie[ or lax conliflnation ol ddlivery tulicros(rll rnay provide informalion to Enrsller.i Afliliate
aboul ltpcoming otdering deadlinss, services, and subscription informatjon in electrortE torrr.
incltrding by email to conlacls provided tJy Enrollecl Affiliale. Entails willl)e lrealed as delivrired
on lhe transmission date.
(1. Agrccmont not exclusive. Cuslonter is free to enter into agreenlents to license, use or
promole non-Microsofl producls.
e. Amerrdtnonts. Arry arnendmerit to lhis Agreement must be executed by bollr parlies. except
thal Microsoft m€y chenoe lhd Pro(luct Terms ancl the Use Rtghts frorn l ne to time hl
accordance vJilh llte tenrs ol tllrs Agreernenl Any conftictrng lerms and cond ilions conlaiIe(t
ir\ an Errrolled Affilia(e's purchasb order wi not apply. Microsoft may require c(slorner to sign
a nev/ agreemenl or an arr]en(lnlent belote au Ertrolle(l Af fultale enlers into an Enrolltrenl unrlea
this agreenlenl
f. Asslgrrmert. Eilher parly rnay assign this Agreernenl to an Affiliale, but must nDtify the olher
fla(y in writing-of the assignnreht. Any other proposed assignrnenl rnusl be approved tly Ute
non'assigning Farly in writing. Assignrnent vill nol relieve the assigring party of its obligalions
under tlre assigned agreemenl Any altempled assignm?nt ,.vi rcLll required approvat wi be
void
g. Appllcable law: disptlte resoll(iorr. The lernrs o[ this Agree[lenl v/rll be gove red hy ltre
lav,,ts o[ Cuslorner's stale, without giving etfecl to its conflict of laws. Disputes relatino lo this
Ag.eemont will be sUbiect 1o applicabls dispute r€solulion laws of Custor.t)er's state.
lr. Severability. ll any provisron in l hrs ag reenrer)l is held lo be [nenforceat le. tl]e halaoce of the
igreernenl wrllremarn ,n full forie.rnct effecl.
i. Waiv€r. Failr.tre lo enfotce any'provision of this agreet)]ent will not conslilule a waiver. Any
waiver mUst be in writing and signed Dy the waNing party.
i. No thlrd.pady tre[eflclarles. ,This ngreement (toes not creale any lhird-party benefrciary
righls.
k. S(lrvival. All provisions survive lennirtaliorr or expiralio ot lhis Agrcer))ertt exceDl those
re(lui(,)g perforn\ance onty during re teln of the Agreemeqt,
L Managomcnt and Reporting. Cuslorner and/or Enrolled Afliliate may nranage acco(nt detaits
(€.g., contacts orders, Licerlshs, soflware do,.v^loads) on Microsolt's Volume Lrcensi gService Cenler ('VLSC') web site (or stlccessor sile) sl
httt)s rwv^v rr Icrosolt coor/licer]s
a*r
"nV,
Sn.llrei,l"Jh;;d;i Il is eav ecenter
l(s) identified for t
nt
EA:l() I lt,lqrtUS)SLGiEl!Gl1N.,!2ol ij)
sile and rray aulhorize addrlional users and cqnlacts.
Order of precedence. ln the case of a conllicl belrreen any docuntents in lhrs Agree rTlenl lhat
ls nol expressly resolved in lhose docuntenls. lheir terms wilt conlrol lr ltte tollowang or(ler ftorr
highest lo lowesl priorily; ('l) this Enterpris€ Agreemenl, (2) any Enroltment, (3) the prodrrct
Terms. (4) lhe Ol]litle Services Terms, (5) oKters subn]ilted rntder lhis Agre€rnent, and (6) ar,y
ollrer docuorents in lhis Agreeh]ent Telms i,r an amer)alrne,rt cootrol over llie amend.d
docurnenl and any prior an'telldrnents concernin0 the same subjecl malter.
Upon lhe ettecli'/e (late oF thrs Agreerre|l
his prrrpose e,/ill be orovided access 10 this
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tl Fr€e Prod cts. lt is Microson'd intent thal the ternrs ollhis Agreemenl and the Use Righls be
rn co|rpliance wilh all applicable lederal Iaw and regulations. Any ,ree Product provided lo
Er)rolled Alliliate is tor lhe sole irse and henefl of the Enrolled Al iliate. and is not provided lor
use by or personal benefit ol an'y specific Aovernmenl enlployee.
Voluntary Product Accessibility TeDlplates. lvlacrosolt supports the governrnents obligaliDn
to J)rovide accessiblE technologies to ils citizen$ witlr disabillties as requirecl by Secljon 508 ol
the Rehabilitalion Act of 1973, and its stale lav,l counterparls. The Voluntary Producl
Accessil)ility Tel]rulates ('VPATS") tor the Microsoft lechnologies used irl providirB llre Onlrne
Seryrces can be found at tvlicrosoft's VPAT page. Furthel informalion regardilg lvlorosofl's
con)r'ritment to accessibility can be tound at llltp /,'w',w/.microsoll,corn.tenable
Natrrral disaster. ln lhe event of a 'lralural disasler, Iricrosofl rnay proude addilional
assistance or riohts bv r)oslino tirem on htto:/l,rr.,l,'rr-n'ricfoso(l.cool at such lime..-....:-
Copydghl vlolatlon. Exce0t 3s sel Forlh in tlle section above entilled "Transferring and
reassrgning Licenses', the Enrolled Afliliate agrees to Day fo., and comply with tl)e terlns of thrs
Agreenrenl and lhe Use Rights, for the Ploducts it (lsas. Exceptlollre extenl Enrolled Affiliale
rs licer)sed Lrlder llris Agreentnl. il \vill tre responsiNe for ils breaclt of lhis cotliract and
violation of Microsofl's copyrighl in lhe Products, including payrnent of License fees specjlied
rn ttrs A0reernelt lor unlrcer'tsed use
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Contact information.
Each parly vr'ill nolify lhe other in wrilinq i, any c.f the inloflnalior, in lhe following cootact inforralonpage(s) changes. The asterisks (') indicare require(l fields: il the en ty choose! to designate otherconlact tyt)es, tlre satne reqLiired ftelds rrrusl be coritplete(l tor each seclior). By provi<ling conlacl
infornlalion. entily consenls to its use for purposes of adnrinistering the Enrollment by Microsoft in<l olherpaiies lhat help Microsofl adnlit]isler ris Enrollmet)t. The personal inlo.mation provideci in connection
fl 'Mirrnsoft Volu rrir: l-rc.errs i n gl
supp lemental Contact lnformalion Form
This follr applies to E MBSA I
fi] Agreement
I
LJ Enrollrnenl/Atftliate Regi$ratlon Fofl n
lrse( primary eotily nanle if rnorc lhan or)e E nrollrr] en l/Regiskalion
Fo.nr is submitted
wilh lllis agr6ert)ent ','Jill
'nr.-rosoil
be lrsed aId prolecle(l accor(li,rg 1o lhe privacy slalen]enl available at
cont.liltDs r',rli...nsi
1. Additional notices contact,
'fhis contacl teceives all notices ltat are sent flom lricrosofl. No online access
individual.
Narno of entity' Counly o, Rrverside i
Colrtact [anre'r Flrst Regina Lasi Funderl)urk
Contact eotall address' RFurtderburk@rrvco.org
Slreet addross'3450 14lh Slreet, 4th Floor,
City' Riverside Stalo/Province' California 'postat co(te. $2501 -386 I
Country'USA
Phone' 951 -955-2265 Fax I
D This contacl is a lhrrd party (not Ure eotity) Wanring
inlormalion of lhe entily.
2. Software Assurance manAger-
This contact will receive online Permissiohs to rnanage tlre Soflware Ass{rrzrnce benelits uoder the
Enrollrr'rent or Regish ation.
Name of entlty' County of Riversde
Contact name': Flrst Regina t-.tst Funderburk
Contact srnail add ress' RFunclerburk@rivco.org
Street address'3450 t4th SlJeet.4th Floor
City' R'verside State,Prov ince. Caftforl a Postal code' 92501-386 |
S\IFCDr{icllrloForm(l.l/\.lr.lD)(EllC)l()lil20 r l)
is granled to lhrs
'lhis 6q111nq1 receives personally rdenlifiable-
Prgc 1 ol 3
rhis lorm ca, be use(r n combharioh w h MBSA, Agreement, and Enroflmenr/Registralion
However. a Sepalale form must l)e subm ted for each enrollment/registralion. tvhen more ttin orre is
subnritled on a signatrrre ,orm. For the purposes of is form, 'entity" can mean rhe signing enlity,
custonrer, Enrolled Ar{iliale, Govero^)elrl Pa(ner, lnstil(llron, a.,r o re/ party enlering inio a'volurnl
licensing prooram agreement. pnnrary arirl Notices contacts in this form wili not apply to enrollmenls
or regislrations.
I
I
I
I
1
counlry'USA
Phqne' 951 -955-2265 Fax
E ThE contact is a third party (not the enlity). Warning: This contact receives personally identifiable
inlor malion ol the enlily.
3. Subscrptionsmanager.
This contacl will assign fuISDI'J. Expression, and TechNel Plus subscription licenses lo the individual
subscrillprs under lhis Enrollrnent or Regislration. Assignnrent ol lhe subscription licenses is necessary
for access ta any of lhe online hene,its, such a6 subscriplion downloads. Thas conlact will also nranage
aly complimenlary or ad(lilional media purchases relaled to lhese subscflPtions.
Name of e[tity' County of Riverside
Cdnlact name': First Regirta Last Funrlelburk
conloct emall address' RFunderburk@r ivco.org
Street a(ldJess'3450 14th Slreel.4th Floor
city' Riverside StaterlProvioce' Califarnia Postal code' 92501-3861
Corntry'USA
Phorre' 951-955-2265 Fax
D This conlact is a thircl party (not the entily). Warninsr: fhis contact receives personally identifiable
inFormation oF lhe eltily.
4. online services manager.
Tl$s conlact will be t)rovided onlirre perrnissiorrs lo nranage the orrline services ordered under tlre
Enrollment or Registralion.
Nan|e ol entity' County of Riverside
Contacl narne^: First Luis Last Floles
Conlact enrail address' LFFlores@dvco.org
Street addr€ss' 3450'l4lh S{reet, 4lh Floor
city' Riverside statelProvince' Califonria Postal code' 92501-3861
Co$rlry'USA
Phone' 951.955-81 14 Fax
E Tltis contact is a thrd parly (ool tlre entily). Warning: This conlact receives personally ldenliliable
intormation of the entity.
5. Custorner Support Manager (CSM).
This person is designated as llre CrEtomer Supporl Manager {CSM) for suppod-relaled activities
Narne ot elltlty' Counly ol Riverside
Contact name': First L(is Last Flores
Corrtact enrail address' LFFlores@rivco o19
Strccl address' 3450 14lh SlIeet, 4lh Floor
City'Riv€rside State/Provirrc€' California Postal co(le' 92501-3861
Counrry'USA
Phone' 951-955-81 14 Far
6. Primary contact informatiotl.
An irrclividLral fronr inside the organizatiorr nrust serve as the prinlary conlacl. This contact receives online
adminislrator pernlissions an(l nray granl online access to olhers. Tltis coniacl also receives all notices
unless lvlicrosoFl is provided wrillen nolice of a clrange.
Name of ontity' Countv of River6ide
3upCor acltrrlDlurnltlA.ll JU)ll-:Nf)lOcliliJI3)frrpc 2 ol :l
Col|tact narne': First J[n Last Smtlh
Co'rtact emiil address' jimsmith@rivco.org
Straet address' 3450'141h Street. 4th Floor
City' Raverside State/Provlnce. CA postat code' 92501.3861
Country^ US
l)hor€' 951 -231-5909 Fax
7. Notices contact and online administrator information.
This ildividual receives ontino adririnasl.otor permis$ions and m;ry graint onltre access lo olhers. This
conlacl alsD receives all notices.
El sarrc a.s /ri,)rary corlact
Nanre of cntily'
Contacl rratne'i First Last
Contacl elltall addtess'
Strcel a(l(lress'Clty" Stale,,Province. posial code,
Country'
Phone" Fax
l] This contacl is a lllird pany (not ihe entity). Warnir)g: This conlacl receives persona y i(lentifiabte
inlornration ol lhe entily,
Sut lDIrrcrlnk,F(rnr(r'tA,n[),r!rJG](lcr!!1.r1 tlile :l ol 3
Program Signature Form
Volume Licensing
Proposal lOMBAJMBSA numbor
Agrcemonl numbor
NotE: Ent6r the applicable ac{ivs numbers associatod r,yith the documenb below. Microsoi Equires the associated aclive
number b€ indic€tcd helr, or lbtcd below as ngw
For th€ purpGes of this brm, 'Customef can mean the stlning entrty, Enrolled Affiliate. Government
Partner, lnstitrrtion, or otlEr party entering into a volum€ licansing progrem agreement.
" indicates rcquired field
F
x?0-04871Select Plus Agreement
Document Number or Code<Choose Agreement>
Document Number or Code<Choose Agreement>
Document Number or Code<Choose Agreement>
Document Number or Code<Choose Agreement>
Select Plus Atfiliate Registration Form x20-04921
Document Number or Code<Choose EnrollmenURegistration>
Oocument Number or Code<Choose EnrollmenURegistration>
DocumBnt Number or Code<Choose EnrollmenURegistration >
Document Number or code<choose EnrollmenURegistration>
Document Number or CodeDocument Description
Document Number or codeDocument Description
Document Number or CodeDocument Oescriptlon
Document Number or CodeDocument Description
Document Number or CodeDocument Description
Number or Code
Printed Titlo' Procurement Contract Specialist
Signatur€ Oele' 07 I 17 12013
I antity name)' County of Rive6ide
CO
(
BY
FORPrinted First and Last lnes Mark
Name of En
Signature'
Tax lD 95€000930
!r Microsoft
This signature form and all mntract documents identified in the table b€low are enlered into between the
Customer and the Microsoff Affiliate signing, as of the etfective date identitied below.
Contract Document
By signing below, Customer and the Microsofl 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.
Customer
t\
ProgramS(JnForm(MSSign)(NA.LatAm)ExBRA.ML(ENGXOd201 2)Page 1 of3
Optional 2nd Customer signature or Outsourcer signature (if applicable)
* indicates required field
* indicates required field
lf Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments,
include the appropriate form(s) with this signature form.
Atter this signature form is signed by the Customer, send it and the Contract 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. 55'1, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 8951 1-1 1 37
USA
Microsoft Licensing, GP
P.inted First and Last Name
Printed Title
Signature Date
(dale Microsoft Affiliate countersigns)
Signature
Eff8ctive Date
(may be different lhan Microsofts signature date)
Microsoft Affiliate
Name of Entity (must be legal entity name).
Signature'
Printed First and Last Name'
Printed Title'
Signature Date.
Name of Entity (must be legal entity name)'
Signature'
Printed Fi6t and Last Name'
Printed Tifler
Signature Datet
Outsourcer
ProgramSignForm(MSSrgn)(l.lA, LatAm)ExBRA,[4Ll(ENG)(Oct201 2)Page 2 of 3
Customer
Prepared By: Name of Preparer
Email of Preparer
ProgramSignForrn(MSSignXNA,LatAm)ExBRA,MLI(ENGXOct20l 2)Pag€ 3 of 3
I
Volume Licensing
Select Plus License Program Agreement State and Local
Contents
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
Definitions
How the Select Plus License program works,..............
How to estabtish pice le
License grant - what Registered Aflitiates are ticensed to run' ...'.'.'.............'
How to know what Product Use Rights app|y.............
How to order Product Licenses.
Making copies of Ptoducts and re-imaging rights.
Transferring and reassigning Licenses....................
Term and term in alion.......................
How to renew an O
Restrictions on use...,.,,................
ConfidentialiU,
1
3
3
3
4
5
6
6
7
II
9
Warranties,
Defense of infringement, misappropriation, and third pady ctaims.
10
11
Verifying compliance ..13
Non-Microsofl Software or Technology-.----..-.-...........14
This f\.,1icrosoft Select PIus Agreement is entered into between the entities identified on the signature form.
Effective date. The effective date of this agreement is lhe effective date of the first Affiliate Registration
Form or the date Nilicrosoft accepts this agreement, whichever is earlier.
This aqreement consists of (1 ) the terms and conditions of this agreement and all attachments identified
therein, (2) the Product List, (3) the Product Use Rights applicable to Products licensed under lhis
aqreement, (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.
1. Definitions.
ln this agreement the following definitions apply:
"Affiliate" means
a. with regard to Customer
(i) any government agency, department, office, instrumentality, division, unit or other entity
of the state or local government that is supervised by or is part of Customer, or which
supervises Customer or of which Customer is a part, or which is under common
supervision with Customer;
(ii) any county, borough, commonwealth, city, municipality, town, township, special purpose
district, or other similar type of governmental instrumentality established by the laws of
Customer's state and located within Customer's state jurisdiction and geographic
boundaries; and
SelectP[]s201 2AgrGov(US)SLG(ENGXOct2012)Page 'l of 16
Document )O0-04874
!r Microsoft
Terms and Conditions
(iii) any other entity in Customer's state expressly authorized by the laws of Customer's state
to purchase under state contracls; provided that a state and its Affiliates shall not, forpurposes of this definition, be considered to be Affiliates of the federal government and
its Affiliates; and
b' with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is
under common ownership with Microsoft
"available" means, with respect to a Product, that Microsoft has made Licenses for that product available
for ordering under a particular licensing program:
"Commercial Producl' means any Product Microsoft makes available for license for a fee;
"Contractor" means any third party supplier or other provider of computer technology or related services.
"Customer'means the entity that has entered into this agreement and its Affiliates;
"customer oata" means all data, including all text, sound, software,or image files that are provided to
Microsoft by, or on behalf of, Customer through Customer,s use of the Online Services.
'Fixes'means Product fixes, modifications or enhancements or their derivatives that Microsoft releasesgenerally (such as Commercial Product service packs);
"License" means Registered Affiliate's right to use lhe quantity of a product ordered. For certain
Producls, a License may be available on a subscription basis ("subscription License"). Licenses for
Online Services will be considered Subscription Licenses under this agreemsnt;
"L&SA" means a License and Software Assurance for any product ordered;
"Microsoft" means the Microsoft entity that has entered into this agreemdnt by accepting customer's
registration;
'Order" means the document Customer or Customer's Affiliate submits under lhis agreement to acquire
Licenses or Services;
'Online Services" means the Microsoft-hosted services identified in the Online Services section of the
Product List.
"Product" means all software, online services and other web-based services, including pre-release or
beta versions, identified on the Product List.
'Product List" means, with respect to any licensing program, the statement published by Microsoft from
time to time on the World Wide Web at htto://www.microsoft.com/licensino/contracts, oi 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 prog ram at htto://www.m icrosoft.com/licensin q/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 Subscription
Agreement, or a Select Agreement.
'Registered Affiliate" means an entity, either Customer or any one of Customer's Affiliates, identified on
an affiliate registration form that has been accepted by Microsoft and has submitted an Order under this
agreement;
"Reselled 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.
SelectPius20l2AgrGov(US)SLG(ENGXOcl201 2)Page 2 of 16
Document )(20-04874
2. How the Select PIus Lfcense program works.
The Select Plus License program allows Registered Afliliates to acquire Licenses at discount pricing.
Customer and Customer's Affiliates can participate in this program if Customer or Customer's Afiiliate (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 Affiliates
identified in a Registration Form wilt 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 delermine the
Registered Affiliate's actual price and payment terms.
b. Choosing and maintaining a Reseller. Each Registered Affiliate must choose and maintain
a Reseller authorized in the Registered Affiliate's region.
c. Online Services. Online Services are provided as subscription services and are subject to
the unique terms set forth in the Product Use Rights and the Product List.
3. How to esfabrish price level.
Establishing price levels. Each Product offering is assigned a point value on the Product List and is
assigned to a Product pool. The Cuslomer's price level for a pool applies to purchases made by all
Registered Afllliates under this agreemenl. Throughout the term of this agreement, the Customer's price
level for each Product and its associated Pool (Applications, Systems and Servers) will be level "D."
Customer does not need to acquire Products in all pools. The price Microsoft will invoice Reseller will be
based on Customer's price level forthe pool ofthe Product ordercd. Throughout this agreement the term
"pice" refers to reference pice.
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 not related to any order of, or fulfillment of,
software media.
The ability to run current or later versions of a Product licensed under this agreement could be affected by
minimum system requirements or other factors (e.9., hardware or other software).
a. General. At any time after their registration has been accepted by Microsoft, a Registered
Afflliate may run for its own benefit as many copies as it chooses, of any available Products it
chooses, provided that it submits Orders for all copies in the month in which those copies are
first run.
b. Use by Affiliates. A Registered Affiliate may sublicense the right to use the Products
ordered under this agreement to any of its Affiliates, but Affiliates may not sublicense these
rights and their use must be consistent with the License terms contained in this agreement.
SelectPlus20l 2A9rGov(US)SLG(ENG)(Oct201 2)
"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 informalion that is not generally known or readily ascertainable to the public, has
economic value as a result, and has been subject to reasonable steps under the circumstances to
mainlain its secrecy.
'use" or "run" means to copy, install, use, access, display, run or otherwise interact.
Page 3 of 16
Document )O0-04874
c When Licenses become perpetual.
(i) License only. Registered Affiliate's right to run copies of any product for which it orders
only a License is temporary until the Registered Affiliate has paid for that License in full
and Microsoft has collected such payment. Thereafter, Registered Affiliate will have aperpetual 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.
Thereafler, 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
circumstances.
are not perpelual under any
http://www.microsoft .com/li censinq/contracts
(i) Product Use Rights for current and futuro 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-cunent 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 firsl released will apply. ln both cases, subsequent changes made by Microsoft to the
Product Use Rights for a particular version will not appty to Registered Affiliates, use of
that version.
(ii) Product Use Rights for earlier versions (downgrade). lf a Registered Affiliate runs an
earlier version of a Product than the version that was current on the agreement effective
SelectPlus20l2AgrGov(US)SLG(ENGXOcl201 2)Page 4 of 16
Document X20-04874
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 perpelual Licenses acquired under
this agreement remain sub.iect to the terms of this agreement and the applicable product use
Rights.
e. Non-Perpetual Licenses. Some Products may be licensed on a fixed term or subscription
basis. The right to use Products licensed on a subscription basis terminates upon expiration
of the subscription agreement if it is not renewed.
f. License confirmation. This agreement, the applicable Ord6r, the Registered Aifiliate's
Order confirmation, and any documentalion evidencing transfers of Licenses, together with
proof of payment, will be the Registered Affiliate's evidence of all Licenses obtained under its
Order as described in this agreement.
g' Prior version rights. A Registered Affiliate may run prior versions of any product it Licenses
under this agreement. A Registered Affiliate may run different language versions of any
Product it Licenses under this agreement, provided that the License, L&SA, or Software
Assurance for lhal different language version is available at the same, or lower price, than the
price paid for the language version ordered of the same Product and License type.
How to know what Product Use Rights apply.
a. Product Use Rights. Microsoft publishes Product Use Rights for each version of eachProduct. The latest version of the Product Use Rights is available at
5.
date, the Product Use Rights for the version licensed, not the version being run, will
apply. However, if the eadier 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, Resewation of rights. All rights not expressly granted are reserved by Microsoft. ln lieu of
Customer's obligation to indemnify Microsoft under various provisions of the Product Use
Rights, Customer will be responsible for any cost or damages arising from any claim to which
Customer's indemnity obligation would otherwise apply.
How to order Producf Licenses.
a. Placing Orders. Registered Affiliate may purchase Licenses and Online Services Microsoft
makes available under this program by placing Orders with Registered Affiliate's authorized
Reseller. The price and payment terms for all Orders will be determined by agreement
between Registered Affiliate and its Reseller. When placing orders, a Registered Afflliate
must specify the country or countries where the Registered Affiliate will use the Licenses.
l/icrosoft may refuse to accept an Order if Microsoft has a business reason to do so.
l\ilicrosoft may change the Products and subscription services available under this program.
b. When is the Registered Affiliate eligible to order lust 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 circumslances:
(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 Sofhl/are Assurance under this Agreement becomes effective no laler than one day
following the expiration of that upgrade protection, and (2) Registered Afflliate submits an
order for another term of Software Assurance for those Licenses prior to or at the
expiration of the previous term.
(ii) During the term of the Agreement (including any renewal term), a Registered Afflliate
may be eligible to order Software Assurance for copies of certain Producls licensed
through retail sources or from an original equipment manufacturer ("OEM"), provided that
the Registered Affiliate places its Order within the required time frame. The Product List
at http://www.microsoft.com/licensino/contracts identifies those Products that may be
enrolled in Software Assurance and the applicable time frame for placing an Order.
(iii) A Registered Affiliate may also order Software Assurance in any other circumstances
expressly permitted in the Product List.
(iv) A Registered Affiliate may renew Software Assurance ordered under this Agreement at
the time it renews its Order as described in the section titled 'How to renew an Order."
How to confirm Orders. lnformation about Orders, including an electronic conllrmation of
each Order, will be provided in a password-protected site on the World Wide Web at
httos://www.microsoft.com/lic ensino/servicecenter/ or a successor site that will be identified
Upon Microsoft's acceplance of this agreement, Registered Affiliate's contact identified for
this purpose will be provided access to this site.
d. lnvoices and payments. For any Orders for Software Assurance or L&SA, if the Registered
Affiliate elects to spread its payments over three years rather lhan payment in a lump sum, it
may make this election with its Reseller. ln such cases, l\4icrosoft will invoice the Registered
Affiliate's Reseller in installments, the first installment upon receipt of the Order and
subsequent installments on each anniversary of the Order or the Affiliate anniversary month.
Any amounts for Licenses only (i.e. without accompanying Software Assurance) will be
invoiced to the Registered Affiliate's Reseller in full upon receipt of the Order.
SelectPlus20'l 2AgrGov(US)SLG(ENGXOct20l 2)Page 5 of 16
Document X20-04874
c
6.
e
7
SelectPlus20l 2AgrGov(US)SLG(ENG)(Ocl201 2)
I
Making copres of Products and re-imaging rights.
a. General. The Registered Affiliate may make as many copies of the products as it needs to
distribute them within its organization. copies must be true and complete (including copyright
and trademark notices), from master copies obtained from a Microsoft approved futfitlm6ntsource. 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 lo use reasonable efforts to make its employees, agents and any
other individuals that it allows to use the Products aware that the Products are-licensed from
Microsoft and can only be transferred subject to the terms of this agreement.
b. 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 iti premises, (2)
use up to 10 complimentary copies of any product for a 6o-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 Microsofl Product(s) is licensed (.1) from an original equipmenl
manufacturer (OEM), (2) as fult packaged product through a retail source, or (3) under
another Microsofl program, then media provided under this agreement may be generally
used to create images for use in place of copies provided through that separate source. Thii
right is conditional upon the following:
(i) Separate Licenses must be owned from the source for each product that is re-imaged.
(ii) The Product, language, version and components of the copies made must be identical to
the Product, language, version and all components of the copies they replace and the
number of copies or instances of the re-imaged product permitted remains the same.
(iii) Except for copies of an operating system and copies of products licensed under another
Microsoft program, the Product type (e.9., upgrade or full License) must be identical to
the Product type trom the separate source.
(iv) Any Product-specific requirements for re-imaging identified in the product List.
(v) Re-images made under this subsection remain subject to the terms and use rights
provided with the License from the separate source. This subsection does not create or
extend aoy warranty or support obligation.
Transferring and reassigning Licenses.
a. License transfers. License lransfers are not permitted, except that Customer may transfer
fully-paid perpetual licenses to:
Transferring Licenses to third parties. You may transfer fully-paid perpetual Licenses:
changing a Reseller. lf Microsoft or the Reseller chooses to discontinue doing businesswith one another, Registered Affiliate must choose a replacement Reseller. lf Registered
Affiliate or Reseller intends to terminate their relationship, the iniliating party mus-t notify
Microsoft and the other using a form provided by Microsoft at least 90 dayi prior to the dat;
on which the change is to lake effect.
(i) if you are an agency of a state or local governmenl to: (a) any other government agency,
department, instrumentality, division, unit or other office of your state or local government
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
Page 6 of 16
Document )(20-04874
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
unafflliated third party in connection with a privatization of an affiliate of agency as set
forth in (a) above or of an operating division of the Enrolled Affiliate or one if its affiliates
as set forth in (a) above, a reorganization, or a consolidation.
Customer must notify i4icrosoft of a transfer of license by completing a transfer notice form,
which can be obtained from httD://www. m icrosoft .com/licensinq/contracts and send the
completed form to l\ilicrosoft before the license transfer. No License transfer will be valid
unless Customer provides to the transferee, and the transferee accepts in writing, the
applicable Producl Use Rights, use restrictions, limitations of liability (including exclusions
and warranty provisions), and the transfer restrictions described in this section Any license
transfer not made in compliance with this section will be void.
b. lnternal Reassignment of Licenses and Software Assurance.
(i) For Products other than the desktop operating system uPgrade For Products other
than the desktop operating system upgrade, Registered Affiliate 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 olher upgrade
coverage separately from the underlying License, except as provided otherwise in this
agreement.
(ii) For desktop operaling systems. The Registered Affiliate may not reassign desktop
operating system upgrade Licenses from one computel to another. The Registered
Affiliate may internally reassign Software Assurance coverage on desktop operating
systems upgrades from the original computer to a replacement computer internally, as
long as (1) the replacement computer is licensed to run the latest version of that
operating system, and (2) the Registered Afflliate removes any desktop operating system
upgrades from the original computer.
Term and termination.
a. Term. This agreement will remain in effect unless it is terminated by either party as described
below.
b. Termination without cause. Either party may terminate this agreement without cause upon
60 days written notice. Such termination will merely teminate either party's and its
Registered Affiliates' ability to place Orders under lhis 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 agreement or an Enrollment without liability, penalty or further obligation to make
payments if funds to make payments under the agreement or Enrollment are not appropriated
or allocated by the Enrolled Affiliate for such purpose.
d. Termination for breach. Either party to an Order may terminate it if the other party
materially breaches its obligations under this agreement, including any obligation to pay
amounts owed. Except where the breach is by its nature not curable within 30 days, the
terminating parly must give the other party 30 days' notice and opportunity to cure. lf
l/icrosoft gives such notice to a Registered Affiliate, Microsofl will give Customer a copy of
that notice as well and Customer agrees to assisl in attempting to resolve the problem. lf the
problem also affects other Affiliate registrations and cannot be resolved between Customer
and Microsoft within a reasonable period of time, Microsoft may also terminate this
agreement and all other Affiliate registrations under it, unless the basis for termination of the
registration is non-appropriation of funds to the registered affiliate, in which event Microsoft
may only terminate the affected registration(s). lf a Registered Affiliate ceases to be an
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9.
e
Affiliate of customer, customer must prompfly notify Microsoft of this facl, and Microsoft may
terminate the divested Registered Atfiliate's registration.
Affiliate termination. lf (1)a Registered Affiliate terminates its registration as a result of a
breach by Microsoft, or (2) if Microsoft terminates Registered Affiliate's registration because it
has ceased to be an Affiliate of customer, or (3) Registered Affiliate terminates a registration
for non-appropriation of runds, or (4) Microsofl terminates a registration for non-payrient 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, includlng all installments, in which case the Registered Affiliate wilt 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 jn full (including the
latest version of Products under Software Assurance coverage), and
2) the number of copies of Products it has ordered (including the latest version of
Products under Software Assurance) for which payment has been made in
installments that is proportional to the total of payments made versus total amounts
due if the early termination had not occurred.
Nothing in this section shall affect perpelual License rights acquired either in a separate
agreement or in a prio. term of the terminated registration.
Effect of termination. When this agreement, a registration or an Order is terminated,
(i) Each affected Registered Affiliate must order Licenses for all copies of products it has
run for which it has not previously submitted an Order. Except for the options provided
above in the event of termination of a Registered Affiliate,s registration, any and all
unpaid payments or any order of any kind, including subscription services, jmmediately
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.
t
10. How to renew an Order.
Microsofl will provide prior notice of expiration of any Software Assurance ordered under the
agreement advising Customer of its Software Assurance renewal options. Microsoft may make a
change to this program that will make it necessary for Cuslomer to enter into a new agreement to
renew Software Assurance.
To maintain Software Assurance coverage for any copies previously ordered under this
agreement, Registered Affiliate must submit an Order for another term of Software Assurance for
those Licenses prior to or on the expiration of the previous term.
Consequences of non-renewal. lf Registered Affiliate elects not to place another Order for
Software Assurance and it othenr'vise allows Software Assurance for any copies of any Products
licensed to lapse, then the Registered Affiliate will not be permitted to order Soflware Assurance
for those 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 Enrollment form.
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Document X20-04874
11 . Restrictions on use.
Registered Affiliate must not:
a. separate and use the components of a Product on two or more computers, upgrade or
downgrade components at different times, or lransfer components separately, except as
provided in the Product Use Rights;
b. reverse engineer, decompile or disassemble any Producl or Fix, except where applicable law
permits it despite this limitation; or
c" distribute, sublicense, rent, lease, lend, or host any Product or Fix except as permitted by this
Agreement, the Product Use Rights, or in a separate written agreement
12. Confidentiality.
To the extent permitted by applicable law, the terms and conditions of this Agreement is confidential.
Neither party will disclose such terms and conditions, or the substance of any discussions that led to
them, to any third party other than Affiliates or agents, or to designated or prospective resellers who: (1)
have a need to know such information in order to assist in carrying out this agreement; and (2) have been
instructed that all such information is to be handled in strict confidence.
For the avoidance doubt, the parties acknowledge that this Confidentiality provision recognizes that when
there is a business need to do so, Microsoft and Customer may need to share/exchange their respective
Confidential lnformation with each other to develop a more meaningful business relationship. This section
provides i,,1icrosoft and Customer with a well-balanced, commercially reasonable and comprehensive sel
of confldentiality terms that enable both parties to share/exchange a wide range of Confidential
lnformation with each other knowing with confidence that significant confidentiality protections are in
place. The confidentiality terms denoted below do not govern Microsoft's handling of Customer Data. ln
all instances under this Agreement, Microsoft's handling of Customer Data shall be governed as
described under various olher provisions of this Agreement and by Microsoft's data security policy.
a. what is included. "Confidential lnformation' is non-public information, know-how and Trade
Secrets in any form that are designated as "confidential" or a reasonable person knows or
reasonably should understand to be confidential. lt includes non-public information regarding
either party's products or customers, marketing and promotions, or the negotiated terms of
Microsoft agreements.
b. What is not included. The following types of information, however marked, are not
Confldential lnformation. lnformation that:
(i) is, or becomes, publicly available without a breach of this agreement;
(ii) was lalvfully known to the receiver of the information wilhout an obligation to keep it
confidential;
(iii) is received from another source who can disclose it lawfully and without an obligation to
keep it confidential;
(iv) is independently developed; or
(v) is a comment or suggestion one party volunteers about the other's business, products or
services.
c. Treatment of Confidential lnformation.
(i) ln general. Subject to the other terms of this agreement, each party agrees:
1) it will not disclose the other's Confidential lnformation to third parties; and
2) it will use and disclose the other's Confidential lnformation only for purposes of the
parties' business relationship with each other.
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Document X20-04874
(ii) Security precautions. Subiect 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 lhose the party takes to protect its own Confldential
lnformation:
2) to notify the other promptly upon discovery of any unaulhorized use or disclosure of
Confldential 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 reprosentatives.
1l A "Representative' is an employee, contractor, advisor, or consultant of one of the
parties or of one of the parties' Affiliates.
2) Each party may disclose the other's confidential information to its Representatives
(who may then disclose that Confidential lnformation to other of that party,s
Representatives) only if those Representatives have a need to know about it for
purposes of the parlies' business relationship with each other. Before doing so, each
party must:
A- ensure that Affiliates and Representatives are required to protect the Confidentiat
lnformation on terms consistent with this agreement; and
B. accept responsibility for each Representative's use of Confidential lnformation.
3) Neither party is required to restrict work assignments of Representatives who have
had access to Confidenlial 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 that has the force of law. Before doing so, each party must seek
the highest level of protection available and, when possible, give the other enough prior
notice to provide a reasonable chance to seek a proteciive order.
d. Length of Confidsntial lnformation obligations. Except as permitted above, neither party
will use or disclose the other's Confidential lnformation for five years after it is received. The
five-year time period does not apply if applicable law requires a longer period or the product
Use Rights provide a more specific requirement.
13. Warranties.
a. Limited warranty. Microsoft warrants that:
(i) Online Services will perform in accordance with the applicable Service Level Agreement;
(ii) Products other than Online Services will perform substantially as described in the
applicable Microsoft user documentation; and
b. Limited warranty tsrm. The limited warranty for:
(i) Online Services is tor the duration of Cuslomer's use of the Online Service, subject to the
notice requirements in the applicable Service Level Agreement;
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(ii) Products other than Online Services is one year from the date Customer first uses the
Product; and
c. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of
law last for one year from the start of the limited warranty;
(ii) the limited warranty does not cover problems caused by accident, abuse or use in a
manner inconsistent with this agreement or the Product Use Rights, or resulting from
events beyond Microsoft's reasonable control;
(iii) the limited warranty does not apply to components of Products that Customer is
permitted to redistribute;
(iv) the limited warranty does not apply to free, trial, pre-release, or beta products; and
(v) the limited warranty does not apply to problems caused by the failure to meet minimum
system requirements.
d. Remedies for breach of limited waranty. lf Microsoft fails to meet any of the above limited
warranties and Customer notifies lvlicrosoft 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 WARRANW,
MICROSOFT PROVIDES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR
CONDTTIONS. MICROSOFT DISCLAIMS ANY IMPLIED REPRESENTATIONS,
WARRANTIES, OR GONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, OR NON-
INFRINGEMENT. THESE DISCLAIMERS WILL APPLY UNLESS APPLICABLE LAW
DOES NOT PERMIT THEM.
Defense of infringement, misappropriation, and third parly claims.
a. Microsoft's agreement to protect. Microsoft will defend Enrolled Affiliate against any
claims made by an unaffiliated third party that any Product or Fix that is made available by
Microsoft for a fee infringes that party's patent, copyright, or trademark or makes unlawful use
of its Trade Secret. Microsoft will also pay lhe amount of any resulting adverse final
judgment (or settlement to which Microsoft consents). This section provides Enrolled
Affiliate's exclusive remedy for these claims.
b. Limitations on defense obligation. Microsoft's obligations will not apply to the extent that
the claim or award is based on:
(i) Customer Data, non-i/icrosoft software, modifications Enrolled Affiliate makes to, or any
specifications or materials Enrolled Afliliate provides or makes available for, a Product or
Fix.:
(ii) Enrolled Affiliate's combination of the Product or Fix with a non-[ricrosoft product, data or
business process; or damages based on the use of a non-Microsoft product, data or
business process; ;
(iii) Enrolled Affiliate's use of either Microsoft Trademarks or the use or redistribution of a
Product or Fix in violation of this agreement or any agreement incorporating its terms or;
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14.
c
(iv) Enrolled Atfiliate's use of a Product or Fix after Microsoft identifies Enrolled Affiliate to
discontinue that use due to a third party claim.
To the extent permitted by applicable law, Enrolled Affiliate will be responsible Microsoft
for any costs or damages that result from any of the above actions.
Enrolled Affiliate's agreement to protect. To the exlent permitted by applicable law,
Enrolled Affiliate will defend Microsoft and its Affiliates againsl any claims made by an
unaffiliated third party that:
(i) any Customer Dala or non-Microsoft software Microsoft hosts on Customer's behalf
infringes the third party's patent, copyright, or trademark or makes unlawful use of its
Trade Secret;or
(ii) Arises from violation of the Acceptable use policy, which is described in the product use
Rights.
Customer will be responsible for the amount of any resulting adverse final judgment (or
settlement to which it consents). This section provides Microsoft's exclusivl remeoy ior
these claims.
Rights and remediss in case of possible infringoment or misappropriation.
(i) Microsoft's offerings. lf Microsoft reasonably believes that a product or Fix may infringe
or misappropriate a third-party's intellectual property rights, Microsoft will seek to: (.1)
procure for Enrolled Affiliate the right to continue to use the product or Fix; or (2) modify
or replace it with a functional equivalent to make it non-infringing and notify Enrolled
Afiiliate to discontinue use of the prior version, which Enrolled Affiliate must do
immediately. lf the toregoing 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 Afiiliate with notice and refund any amounts Enrolled Affiliate has paid
for those rights to the Product or Fix (or for online services, any amount Enrolled Affiliate
has paid in advance for unused Online Services).
(ii) Customer Data or use of non-Microsoft software with Online Services. lf an
unaffiliated third party asserts that Customer Data or non-Microsoft software or
technology used by Enrolled Affiliate the online services violates their intellectual
property rights, Microsoft may ask Customer to remove the allegedty infringing item. lf
Enrolled Affiliate fails to do so within a reasonable period of time, Microsoft may suspend
or terminate the Online Service to which the Customer Data or non-Microsoft software
relates.
Obligations of protected party. Enrolled Affiliate must notify Microsoft prompfly in writing of
a claim subject to the Subsection titled 'Microsoft's agreement to protecl" and Microsoft must
notify Enrolled Affiliate promptly in writing of a claim subject to the subsection tifled
'Customer's agreement to protect." The party invoking its right to protection must (1 ) give the
other party sole control over the defense or setflement; and (2) provide reaionable
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.
d
e
15. Limitation of liability.
a. Limitation on liability. To the extent permitted by applicable law, the tiability of each party,
its Affiliates, and its Contractors arising under this agreement is limited to direct damages up
to (1)for Products other than Online Services, the amount Customer paid for the Product
giving rise to that liability and (2) for Online Services, the amount Customer was required to
pay for the Online Service giving rise to that liability during the prior 12 months. ln the case
of Products provided free of charge, or code that Customer is authorized to redistribute to
third parties without separate payment to Microsoft, Microsoft's liability is limited to U.S.
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Document X20-04874
$5,ooo. These limitations apply regardtess of whether the liability is based on breach of
contract, tort (inctuding 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 adiudication (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 seclion
entitled "Confidentiality", except that Microsoft's liability arising out of or in relation to
customer Data shall in all cases be limited to the amount Customer paid for the Online
Service giving rise to that liability during the prior 12 months,
(iv) liability for personal in.iury or death caused by either party's negligence, or that of its
employees or agents, or for fraudulent misrepresentation; and
(v) violation by either party of the other party's intellectual property rights.
b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF
ITS AFFILIATES, OR CONTRACTORS, wlLL BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST
PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS
INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS
REASONABLY FORESEEABLE. HOWEVER, THIS EXCLUSION DOES NOT APPLY TO
EITHER PARTY'S LIABILITY TO THE OTHER FOR VIOLATION OF ITS
CONFIDENTIALIry OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION
RELATES TO CUSTOMER DATA}, THE OTHER PARry'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 Afflliates or Contractors in respect of any matter disclaimed on their behalf in this
agreement. Each party will indemnify the other in the event of any breach of this provision.
16. Verifying compliance.
a. Right to verify compliance. Customer must keep records relating to the Products it and its
Afflliates use or distribute. Microsoft has the right, to the extent permitted by applicable law,
to verify compliance with the license terms for the Products, at Microsoft's expense.
b. Verification process and limitations. Microsoft will provide customer at least 30 days'
notice of its intent to verify compliance. Microsoft will engage an independent auditor, which
will be subject to a confidentiality obligation. Verification will take place during normal
business hours and in a manner that does not interfere unreasonably with Customer's
operations. Customer must promptly provide the independent auditor with any information it
reasonably requests in furtherance of the verification, including access to systems running
the Products and evidence of licenses for Products Customer hosts, sublicenses, or
distributes to third parties. As an altemative, Microsoft may require Customer to complete
Microsoft's self-audit process relating to the Products Customer and any of its Atfiliates use
or distribute. Such information will be used solely for purposes of delermining compliance.
c. Remedies for non-compliance. lf verification or self-audit reveals any unlicensed use,
Customer must within 30 days order sufficient licenses lo cover its use. lf there is no
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Document X2G04874
unlicensed use, Microsoft will not undertake another verification of the same customer for at
least one year. By exercising the rlghts and procedures described above. Microsoft does not
waive its rights to enforce this agreement or to protect its intellectual property by any other
means permitted by law.
17. Non-Microsoft Software or Technology.
a. Registered Affiliate is solely responsible for any non-Microsoft software or technology that it
installs or uses with the Products or Fixes. Microsoft is not a party to and is not bound by any
terms governing Enrolls use of non-Microsoft software or technology. Without limiting the
foregoing, non-Microsoft software or scripts linked to or referenced from any Product we6site,
are licensed to Registered Afflliate 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 ioftware or
technology in the Products or Fixes, through its actions (e.g., through Registered Affiliate's
use of application programming interfaces and other technical means that are part of the
Online Services). Microsoft will not run or make any copies of such non-Microsoft software or
technology outside of its relationship with Registered 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.
a. Notices to Microsoft. Notices, authorizations, and requests in connection with this
agreement must be sent by regular or overnight mail, express courier, or fax to the addresses
and numbers listed in this agreement. Notices will be treated as delivered on the date shown
on the return recei or on the courier or fax co nfirmation of delivery
b. Assignment. Either party may assign this agreement to an Affiliate only. Assignment will
not relieve the assigning party of its obligations under the assigned agreement. lf either party
assigns this agreement, il must notify the other party of the assignment in writing.
c. Subcontractors. Microsoft may use contractors to perform Services and support Online
Services. Microsoft will be responsible for their performance subject to the terms of this
agreement.
d. Severability. lf a court holds any provision of this agreement to be illegal, invalid or
unenforceable, the rest of the document will remain in effect and this agreement will be
amended to give effect to the eliminated provision to 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.
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Document X20-04874
Copies should be sent to:
Microsoft Corporation
Legal and Corporate Affairs
Volume Licensing Group
One Microsoft Way
Redmond, WA 98052
USA
Via Facsimile:(425) 936-7329
f. Applicable law; dispute resolution. The terms of this agreement will be govemed by the
laws of Registered Affiliate's state, without giving effect to its conflict of laws. Disputes
relating to lhis agreement will be subject to applicable dispute resolution laws of Registered
Affiliate s state.
g. This agreement is not exclusive. Customer is free to enter into agreements to license, use
or promole 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 communications. ln the case of a conflict
between any of these documents that is not resolved expressly in the documents, their terms
will control in the following order: (1) these terms and conditions and the accompanying
signature form; (2) the Product List; (3) the Product Use Rights; (4) all registrations under this
agreement; and (5) all Orders submitted under this agreement. The terms of any purchase
order or any general terms and conditions Customer maintains do not apply.
i. Survival. Provisions regarding ownership and License rights, fees, Product use rights,
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 reslrictions, 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 lhey are incorporated.
j. No transfer of ownership. lvlicrosoft does not transfer any ownership rights in any licensed
Product. Microsoft reserves all rights not specifically granted. The Products are protected by
copyright and other intellectual property rights laws and intemational treaties.
k. Free Products, lt is Microsoft's intent that the terms of this agreement and the Product Use
Rights be in compliance with all applicable federal law and regulations. Any free Product
provided to Registered Affiliate is for the sole use and benefit of the Registered Affiliate, and
is not provided for use by or personal benefit of any specific Aovernment 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. l\ricrosoft and Enrolled Affiliate will each comply with all applicable
privacy and data protection laws and regulations (including applicable security breach
notification law). However, Microsoft is not responsible for compliance with any laws
applicable to Enrolled Affiliate or Enrolled Affiliate's industry that are not also generally
applicable to information technology services providers. Enrolled Afflliate consents to the
processing of personal information by Microsoft and its agents to facilitate the subject matter
of this agreement. Enrolled Afliliate may choose to provide personal information to Microsoft
on behalf of third parties (including Enrolled Affiliate's contacts, resellers, distributors,
administrators, and employees) as part of this agreement. Enrolled Affiliate will obtain all
required consents from third parties under applicable privacy and data protection law before
providing personal information to Microsoft.
The personal information Enrolled Afflliate provides in connection with this agreement will be
processed according to the privacy statement available at
httos:i/www.microsoft.com/licensino/servicecenter (see footer), except that Productspecific
privacy statements are in the Product use rights. Personal data collected through Products
or Services may be transferred, stored and processed in the United States or any other
country in which lvlicrosoft or its service providers maintain facilities. By using the Products
or Services, Customer consents to the foregoing. Microsofl abides by the EU Safe Harbor
and the Swiss Safe Harbor frameworks as set forth by the U.S. Department of Commerce
SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2)Page '15 of 16
Document )€0-04874
o.
regarding the collection, use, and relention 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.
Natural disasters. ln the event of a "nalural disaster', Microsoft may provide additional
assistance or rights by posting on htto://www.m jcrosoft.com at such time.
copyright violation' Except as set forth in section above entifled "Transferring and
reassigning Licenses', the Registered Affiliate agrees to pay for, and comply with the teims ofthis agreement and the Product use Rights, for the products it uses. Extept to the extent
Registered Affiliate is licensed under this agreement, it will be responsible for its breach ofthis contract and violation of Microsoft's copyright in the producis, incruding payment of
License fees specified in this agreement for unlicensed use.
u.s. export jurisdiction. Products and Fixes are subject to u.s. export jurisdiction.
customer will comply with all u.s. Export Administration Regulations and lnternational rraffic
in Arms Regulation requiremenls as well as all end-user, end-use, and destination restrictions
issued by the U.s. and other governments applicable to this agreement. For additional
information, see htto://www.microsoft .com/exoortino
p
q
SelectPlus20l 2Ag.Gov(US)SLG(ENGXOct20l 2)Page 16 of 16
Document X20-04874
MSE#:
Micrdsoft Licensing, GP Document Summary Form
* This is for informational putposes only "
3-0000003183189
Doc Tvpe:Signature Form
(MSLI
Tracking
Number)
Do not modify the formafting or spacing of this Form above this text
Subsidiarv:
Country:
LAR/LAD/ESA:
Dell Inc.
Prooram^/ersio
SLP SLG 2012
United stites
(MSLI Scanninq Code)
I
I
ACCOUNT: County of Riverside
Outsourcer Name:
Business Agreement Number:
Master Agreement Numben 7756479
Agreement Numbe( 7 657738
Purchase Order Number:
4
Comments:
10l12JZAO5Lasl Saved by Qulnn Greenly
Revision 3.9
7 t2312013 2:02:23 Pl6
I
I
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Account Manaoer Name / Alias:
I
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![ ruicrosoft Volume Licensing
Program Signature Form
MBA/MBSA numbgr Proposal lD
Agreerhent numl,€l '715bc117
Nob: Er 9.1he applicable sdiv. numb€rs associated with the docum€nts below. Microsoi requires the associated aciivenumber be indicated ha,e, or lbtsd bglow as new.
For the purposes of this form, "custome/ can mean the signing entity, Enrolled Affiliate, GovemmentPartner, lnstifution, or other party entering into a volume licinsi-ng program agreement.
This signature form and all contract documents identified in the table below are entered into between thecustomer and the Microsoft Affiriate signing, a6 or the effective date identified berow.
By aigning below, cusbmer and the Microsoft Affitiate agree that both parues (1) have receiv€d, read andunderstand'the above confact docu.ments,
.
including any websitei or aiiuments in"orplrii"a ovreference and any amendments and (2) agree to b6 bound by ttre terms ol all such documentsl
* indicates required field BY
Page 1 ol3
Select Plus l\2o-04a74
<Choose reement>Document N mberu or Code<Choose reement>CodeDocument Number or<Choose reement>Document Nuirber or Code
reement><Choose tDocumen N umber or Code
Select Plus Affiliate istration Form )<2044921
<Choose Enro stra NDocument u mber or Code<Choose umber orDocument
<Choose Enroll istration>Document Nurir or<Choose Entollm on>Do cument Number or Code
Document Descrl menDocu t N orumber CodeDocumentDocument Number or Code
Oocument Document Number or Code
n Docu men Numt rbe Codeor
nDocument Docu ment umN ber or eCod
Contract Document
Prlnted Title' Procurement Contract Specialist
signature oate. 07 I 17 t2013
ontity name)' County of Riverside
Printed Flrst and Last lnes Mark
Signatura'
Name of
Tax lD 95-6000930 TY COUNFO
Customer
Pr€ramsignForn(MSSignxl{A,LatAm)ETBRA,MLI(ENGXOct2Ol 2)
Number or Code
tl
Microsoft Licensing, GP
Mlcrosoft Llcensing, GP
JUL 2 3 20t3
laDu n ey
Printed Flrst and Last Name
Printed Title
Signaturc Oato
(dal€ Mlc,osof, Amliste countersigns)
Signature
Llcensing, GPEflectlve Dato
(may bo ditrerent than Microsot3 3iJnalure dete)l,lv" r
* indicatos reqqired lield
' indicates required field
lf Customer requires physical media, additional contacts, or is reporting muftiple previous Enrollments'
include the appropriate form(s) wilh this slgnalure brm.
After this signature form is signed by the customer, send R and.the contract Documents to customefs
chJnnet painer or Microsoft iccouni manager, who must submit lhem to the following address. When
tn" "ig;jtri" torrn is futty executed by Microaoft, Customer will receive a confirmation copy.
Mlcrosolt Llcen si ng, G P
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511- 1137
USA
ProsramslEnForm(MSsignXNA,LatAm)ExBRA,MLI(ENGXOd20l 2)Page 2 d 3
Signaturo* .
Prlnted First and Last Namo'
Printed Tltle' ....-. .
Slgnatura Drte' . '
Name of Entlty (must b6 legal entlty namel'
Customer
Name oI Entlty (mu6t bo legal entity name)'
Signature'
PdnGd ElFt and Last Name'
Printed Tftle'
Signature Date'
Outsourcer
I'Vl icrosoft Aff i I iate
Optlonal 2nd Gustomer algnaturc or outsourcer algnature (lf applicable)
Prepared By: Name of Preparer
Email of Preparer
ProgramSignForm(MSSign)(ilA,tatAm)ESRA.MLI(ENGX@01 2)Page 3 of 3
II E
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
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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.
6
2
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,
Sh aron
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
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7
8
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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: 3cott.fri.dh.d.r@i.sisht.om
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\4usser@insight.crm)
Signed
CBJCHBCAABAAHeN,lbvMzZrepnbpxmYcjzjidgJ_gw[I8ZQ
"2.lnsight Public Sector lnc.- LSP Agreement no. ITARC-930-F|
NAL" History
t\ Document created by Penny Musser (Penny.Musser@insight.com)
2024-07-08 - 4:36:50 P[, G[4T- lP address: 20-94.5.128
L i Document emailed to scott.friedlander@insight.com for signature
2024-07-08 - 4:38:04 PM GMT
3 Email viewed by scott.friedlander@insight.com
2024-07-08 - 8:2035 PM GMT- lP address: 108.51.31.121
do Signer scott.friedlander@insight.com 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 (scott.friedlander@insight.com)
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
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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
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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)
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Server ar)d Tools Pro(luct
(appl€s lo Sener and Cloud
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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.
A'Ir.: Jrlcrrlrloir v4 0 i:t I I cPT.()t,T.F9ni(so
A,J r L'ot.c, ri ll{ I rLLlr
. 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)
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o'o l\/icrosoft Volr-rnre l-icensirrg
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 Microsoftt'"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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llot lor l,5e willr l.rl,orosoll Rflsiress AgrcErnlilrl Dr fin:ritsorl Frstlcss r||J Se,vr:es /\lrrpHrer'l
Terms and Conditions
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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.
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"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.
Il-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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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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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
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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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IUse, 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
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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
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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
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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, I
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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.
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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.
1a. 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.rgService 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
ILl 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' RFundelburk@rivco.org
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
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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' LFFlores@rivco.org
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' limsmith@rrvr.J,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.
SelectPlus20l2AgrGov(US)SLG(ENGXOct20l 2)Page 3 of 16
Document )(20 04874
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 eachProduct. 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
Document )(2G04874
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
http s://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
SelectPlus20l 2AgrGov(US)SLG(ENG XOcl201 2)Page 5 of 16
Document )Q0-04874
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
Oocument X2G04874
e
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
SelectPlus20l 2AgrGov(US)SLG(ENGXOct20l 2)Page 7 of 16
Document )(20-04874
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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Document Y'20-04874
(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;
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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;
14.
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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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Document X20-04874
c
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.
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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
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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.
MSE#:
(MSLI
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Micrdsoft Licensing, GP Document Summary Form
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Signature Form
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Business Agreement Number:
Master Agreement Number: 7756479
Agreement Numbe( 7 657738
Purchase Order Number:
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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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Number or Code
Microsoft Licensing, GP
Mlcrosofr Lhensing, cP
JUL 2 3 20t3
Antho ny Oulaney
Printed Flrst and Last Name
Printed Tltle
Signaturc Oste
(da!o Mic.osotl Affiliate couoterslgns)
Signaturo
icJosofr Llcen ,GPEffectlvo Dats
(msy b6 difbrentthan Microsots signatu€ date)1 hlvr
Microsoft Affiliate
Name of Enttty (must be lsgal entlty namer
signatufol
Prlntod Filtt and Last Namo"
Printed Tltle*
slgnaturo Dater ',,'''.
Customer
indicafos reqtlipd fiald
" indicates requked lield
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
Page 2 ol 3
Name ol Entlty (must bo logal entity name)'
Signature"
Pri{qd Fllst and Last Name*
irinted Tttl"'
signature Date"
Outsourcer
ProgramSignFom(MSS(rnXNA,LatAm)ExBRA,MLI(ENGX@201 2)
1-------
Optlonal 2d Customer slgnature or outsourcsr slgnaturc (lt applicablo)
Prepar€d By: Name of Preparer
Email of Preparer
ProgramsignForm(Mssign)(NA,t tAm)E aRA,MLl(ENOXOci2o12)
---rrE-l
II :t =-
-____=;
_
Page 3 of 3
Program Signature Form
\/olr ttr rr.r I it.etrr'it tr.1
Rlvco-8084445-M-
AMD2
ltiii, ,, , ., r ii
MBA/MBSAnumbsr
Alreemenl number
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
8084445
J
IUoz:loo
Ezf,
floso.$
{j
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zEL
<Choose Aqr€em€nt>
<Chooge Agreemenl>
<choo6s Aoreemenl>
<Choose Agreemenl>
<Choos6 Agreemenl>
<Choos€ EnrollmenUR€alstration>
<Choose EnrollmenUR€0islration>
<Choose EnrollmenURe0lslratlon>
<Choose EnrollmenuReqislratlon>
<Choosa EnrollmenUR€qislratlon>
Amendmenl to Cgntracl Docum€nls cTM-FWK-CTC-AGR (8084445)
Contract Document
Name of Entil.y-16lst be lejal entlty
srsnature' ,/,(k/ffi
ertnrcO Ro
Prlnted Tltle 5 i.. |RocrrJreraerv'f Caufrc cf S(€C/AUsf
sisnature Date' O/ /3O f Z, Za
name)' County of Rlverslde
Tax ID
ProgramSignForm{MSSlgnXNA,LaLA'n)ExBRA(ENGXOcl201 0)PaO6
Documenl X20-
1 ol2
12545
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Nurnber or Code
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Customer
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Corporalionc
Prlnted Tltlo
Slgnaturs Date
(dato MlcrGollAllillal6 counterclgm)
rst and Last Na me
Slgnaturs
Prlnted Fl Mlcrogofl co
JAN 2.9 2020
Agreement Etfeclive Dats
(may b€ ditlerent lh8n Microsolts
tfbehaondAuationorDu
dale)
Name of Entlty (must bo logalenllty name)*
Slgnaturo"
Prlnted Flr6t and LaGt Nams"
Prlnt€d Tltlo
Slgnature Dato*
customer
Optlonal 2trd Customer slgnature orOutsourcer slgnature (lf appllcable)
' indicates required lleld
" h?dlcateis requlrcd IieM
It Cuslomer requires addltional cpnlacts or ls roportlng multlpls pfevlous Enrollmenls, inolude the
approprlFte form(s) with this slgnature form.
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
Dept. 551, Volume Licehsing
6100 NellRoad, Sulle 2'10
Reno, Nevada 8951 l-1137
USA
Name of Entlty (must be legal entlty name)'
Slgnatur€"
Prlnted First and Last Name"
Prlnted Tllle
Slgnature Date'
Outsourcer
ProgramSignForm(,!4SSignXNA, LatAm)ExBRA(ENG)(Oct2019)Pag6 2 ol2
Documenl X20-128{5
M!crosoft Affiliate
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l\ilirr r ' r,r:r ;,i i
Amendment to Contract Documents
8084445
Vcll r r t1r <.: l-i cer r :; itt 11
Rtvco-80B4445-M-
AMD2
Agr€omenl N!mber
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;
AmendmentApp v4.0 C'TI\,4 TWI(.CTC.AGR BD
Psgs 1 ot6
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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.
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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.
BD
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.
AmendmentApp v4.0 CTM.FW(.CTC.AGR
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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.
AmendmenlApp v4.0 CTM.FW(.CTC,AGR BD
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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.
c
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
Pas6 6 ol6
l
!
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
CTM CTM-FWK-CTC-AGR BD
Amendm€nl,App v4.0 CTM,FW(.CTC AGR BD
Pago 6 ol6
I
AGREEMENT # ITARC-0093 I
All Terms and Conditions of this Agreement No. ITARC-00931 shall govem purchase of Microsoft
products and services under Microsoft EA no. 8084445 by County through the LSP.
2.Period of Performance:
T'his Agreement shall be effective from November 01.2024 and continues in effect through October
31.2027. with the option to renew for an additional three-year period expiring on October 31. 2030.
with no obligation hy the County of Riverside to purchase any specified amount ofgoods or services.
ln addition. the County may at any time choose to transfer the enrollment from one LSP to another
LSP pursuant to the transfler terms set by Microsoft.
The period of performance for the enrollment with the LSP may be for up to a three-year term with
the option to renew the enrollments with contracted LSP through the LSP contract expiration date.
3. Compensation
The COUNTY shall pay the LSP for products at the cost as stated in Exhibit A, incurred in
accordance with the terms of this Agreement. The COUNTY is not responsible for any f'ees orcosts
incurred above or beyond the contracted amount and shall have no obligation to purchase any
specified amount of services or products.
Non-Appropriations: The COUNTY obligation for payment of this Agreement beyond the current
fiscal year end is contingent upon and limited by the availability of COUNTY funding from which
payment can be made. and invoices shall be rendered "monthly" in anears. In the State ofcalifomia.
Govemment agencies are not allowed to pay excess interest and late charges, per Govemment Codes"
Section 926.10. No legal liability on the part ofthe COUNTY shall arise for payment beyond June
30 of each calendar year unless funds are made available for such payment. In the event that such
1,
Rc!rsron I /06/202 I
S'P 10 20?4 32e
LICENSED ST]PPORT PROVIDER (LSP)
AGREEM ENT No. ITARC-0093 I
For
MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO.8084445
BETWEEN
COUNTY OF RIVERSIDE
And
CRAYON SOFTWARE EXPERTS LLC.
This Agreement is entered between the COUNTY OF RIVERSIDE. a political subdivision of the
State of California. (herein ref'erred to as "COUNTY"), and Crayon Software Experts LLC.. a Delaware
Limited Liability Company authorized to conduct business in the State of Califomia (herein referred to as
"LSP") of Microsoft Licensing Solution Provider. effective from November 0l .2024 and continues in effect
through October 31.2027. based on LSP's response to RFQ no. ITARC-532 for Microsoft products and
services under Microsoft EA no. 8084445. The parties agree as follows:
{
ACREEMEN # ITARC-0093 I
funds are not forthcoming for any reason. COUNTY shall immediately notify CONTRACTOR in
writing: and this Agreement shall be deemed terrninated. have no further force. and effect.
Hold Harmless/Indemnification:
4.1 LSP shall indemnily and hold harmless the County of Riverside. its Agencies, Districts.
Special Districts and Departments, their respective directors" officers, Board of Supervisors,
elected and appointed officials, employees. agents and representatives (individually and
collectively hereinafter referred to as Indemnitees) from any liability. action. claim or damage
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. I-SP shall def'end the Indemnitees at its sole expense including all
costs and fbes (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.
4.2 With respect to any action or claim subject to indemnification herein by t,SP. LSP shall, at
their sole cost, have the right to use counsel oftheir own choice and shall have the right to adjust.
settle. or compromise any such action or claim without the prior consent of Countyl provided.
however. that any such adjustment. seltlement or compromise in no manner whatsoever limits
or circumscribes LSP indemnification to Indemnitees as set forth herein.
4.3 t.,SP obligation hereunder shall be satisfied when LSP has provided to County the appropriate
Ibrm of dismissal relieving county from any liability for the action or claim involved.
Termination:
5.1 County may terminate this Agreement without cause upon thirty (30) days written notice
served upon the LSP stating the extent and el'fective 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 perfbrmance and does not immediately cure such failure. ln the event olsuch
termination. the County may proceed with the work in any manner deemed proper by County.
5.3 LSP rights under this Agreement shall terminate (except for fees accrued prior to the date of
termination) upon dishonesty or a willful or material breach of this Agreement by LSP; or in the
event of LSP unwillingness or inability fbr any reason whatsoever to perform the terms of this
Agreement.
Alteration or Changes to the Agreement
The Board of Supervisors and the County Purchasing Agent and/or his designee is the only
authorized County representatives who may at any time, by written order, alter this Agreement. lf
any such alteration causes an increase or decrease in the cost of. or the time required for the
performance under this Agreement. an equitable adjustment shall be made in the Agreement price
or delivery schedule. or both. and the Agreement shall be modified by written amendment
accordingly.
!
6
2
Revlsron l/06/201I
AGREEMENT # ITARC-009,-] I
7. Notices
All correspondence and notices required or contemplated by this Agreement shall be delivered to
the respective parlies at the addresses set fbrth below and are deemed submitted two days after
their deposit in the United States mail. postage prepaid:
I nsu rance
Without limiting or diminishing the LSP'S obligation to indemnify or hold the COUNTY harmless.
LSP shall procure and maintain or cause to be maintained. at its sole cost and expense. the following
insurance coverage's during the term of this Agreement. As respects to the insurance section only.
the COUNTY herein refers to the County of Riverside. its Agencies. Districts. Special Districts.
and Departments. their respective directors. ollcers. Board of Supervisors, employees. elected or
appointed officials. agents. or representatives as Additional Insureds.
A. Workers' Compcnsation:
Il the LSP has employees as defined by the State of Califbrnia. the LSP shall maintain statutory
Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of
Clalilornia. Policy shall include Employers' Liability (Coverage B) including Occupational Disease
with lim its not less than S I ,000,000 per person per acc ident. The policy shall be endorsed to waive
subrogation in favor of The County of Riverside. Policy shall name the COUNTY as Additional
lnsureds.
B. Commercial General Liabilitv:
Cornmercial General Liability insurance coverage. including but not limited to. premises liability,
unmodilied contractual liability. products and completed operations liability. personal and
advertising injury. and cross liability coverage. covering claims which may arise from or out of
LSP'S perforrnance of its obligations hereunder. Policy shall name the COUNTY as Additional
lnsured. Policy's limit of liability shall not be less than $2.000.000 per occurrence combined single
limit. Ifsuch insurance contains a general aggregate limit. it shall apply separately to this agreement
or be no less than two (2) times the occurrence limit. Policy shall name the COUNTY as Additional
Insureds.
C. Insurance Requirements for IT Contractor Services:
COUNTY
Riverside County Information Technology
Attn: Procurement Contract Specialist
3450 l4rh Street
Riverside. CA 92501
8.
3
Itevrsron l/06/1021
LSP
Crayon Software Experts, LLC
Attn: Candy Kareem
I 222 I Merit Drive. Suite 1400.
Dallas. Texas. 7525 I
sledbids.us@crayon.com
AGREEMENT # ITARC-OO9] I
LSP shall procure and maintain for the duration ofthe contract insurance against claims for injurres
to pcrson or damages to property which may arise fiom or in connection with the performance of
the work hereunder by the LSP. its agents. representatives. or employees. LSP shall procure and
maintain fbr the duration ofthe contract insurance claims arising out oftheir services and including.
but not limited to loss. damage. theft or other misuse of data. inf'ringement of intellectual property.
invasion ofprivacy and breach oldata.
Cyber Liability Insurance. with limits not less than $2.000.000 per occurrence or claim. $2.000.000
aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is
undertaken by LSP in this agreement and shall include. but not limited to. claims involving
infringement of intellectual property. including but not limited to inlringement of copyright.
trademark. trade dress. invasion of privacy violations, information theft, damage to or destruction
of electronic information, release of private information. alteration of electronic information.
exto(ion and network security. The policy shall provide coverage for breach response costs as well
as regulatory fines and penalties as well as credit monitoring expenses with limits suf'ficient to
respond to tlrese obligations.
If the LSP maintains broader coverage and/or higher limits than the minimums shown above. the
County requires and shall be entitled to the broader coverage and/or higher limits maintained by
the I-SP. 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 COUNTY as Additional
Insureds.
D. Ceneral Insurance Provisions - All lines:
4
Itcrrsrl)n l/06/102I
I ) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State
of California and have an A M BE.ST rating of not less than A: VIll (A:8) unless such
requirements are waived. in writing. by the County Risk Manager. [f the County's Risk
Manager waives a requirement for a particular insurer such waiver is only valid for that
specific insurer and only for one policy term.
2) 'fhe LSP must declare its insurance self-insured retention for each coverage required herein.
lfany such self-insured retention exceeds $500.000 per occurrence each such retention shall
have the prior written consent ofthe County Risk Manager before the commencement of
operalions under this Agreement. Upon notification of self-insured retention unacceptable
to the COUNTY. and at the election olthe Country's Risk Manager, LSP'S carriers shall
either: l) reduce or eliminate such sell'-insured retention as respects this Agreement with
the COUNTY. or 2) procure a bond which guarantees payment of losses and related
investigations. claims administration. and defense costs and expenses.
3) LSP shall cause LSP'S insurance carrier(s) to furnish the County of Riverside with either
l) a properly executcd original Certiticate(s) of Insurance and certified original copies of
Endorsements effecting coverage as required herein, and 2) if requested to do so orally or
in writing by the County Risk Manager. provide original Certitled copies of policies
ACREI]MENT # ITARC.OO93 I
9.General:
9.1 This Agreement, including any attachments or exhibits. constitutes the entire agreement of
the parties with respect to its subject matter and supersedes all prior and contemporaneous
representatiol'ls. proposals. discussions and communications. whether oral or in writing. This
Agreement may be changed or modified only by a written amendment signed by authorized
representatives of both parties.
5
Revrsron l/(16/201I
including all Endorsements and all attachments thereto. showing such insurance is in full
force and effect. Further. said Certificate(s) and policies of insurance shall contain the
covenant of the insurance carrier(s) that a minimum of thirty (30) days written notice shall
be given to the County of Riverside prior to any material modification. cancellation.
expiration or reduction in coverage of such insurance. If LSP insurance carrier(s) policies
does not meet the minimum notice requirement found herein. LSP shall cause LSP's
insurance carrier(s) to furnish a 30 day Notice ofCancellation Endorsement.
4) In the event of a material modification. cancellation, expiration. or reduction in coverage,
this Agreement shall terminate forthwith, unless the County of Riverside receives, prior to
such effective date. another properly executed original Certificate of lnsurance and original
copies of endorsements or ce(it'ied original policies. including all endorsements and
altachments thereto evidencing coverage's set forth herein and the insurance required herein
is in full force and effect. I-SP shall not commence operations until the COUNTY has been
furnished original Certificate (s) of Insurance and certified original copies ofendorsements
and ifrequested. certified original policies of insurance including allendorsements 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 thereoL there is a material change
in the scope of senvices: or. there is a material change in the equipment to be used in the
perfbrmance ofthe scope of work: or, the term of this Agreement. including any extensions
thereof. exceeds five (5) years: the COUNTY reserves the right to adjust the types of
insurance and the monetary limits of liability required under this Agreement" if in the
Ciounty Risk Management's reasonable .iudgment, the amount or type of insurance carried
by the LSP lras become inadequate.
7) LSP shallpass down the insurance obligations contained herein to alltiers of subcontractors
working under th is Agreement.
8) The insurance requirements contained in this Agreement may be met with a program(s) of
self-insurance acceptable to the COUNTY.
9) LSP agrees to notify COUNTY ofany claim by a third party or any incident or event that
may give rise to a claim arising from the performance of this Agreement.
AGREEMENT # ITARC.OO9S I
9.2 This Agreement shall be governed by the laws ofthe State of California. Any legal action
related to the performance or interpretation of this Agreement shall be filed only in the Superior
Court of the State of Calilomia located in Riverside. Califbrnia, and the parties waive any provision
of law providing lor a change of venue to another location. In the event any provision in this
Agreement is held by a court of competent jurisdiction to be invalid. void. or unenforceable. the
rernaining provisions will nevertheless continue in t'ull force without being impaired or invalidated
in any way.
ql 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.
E I ) Mioosofl Enterprise ABreement No. 8084445.
E2) Microsoft Select Plus Agreement No. 7756479.
E3) Amendments No. l- EA Custom Terrns CTM (Document No. CTM-CPT-OPT-FWK)
E4) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-ACR).
9.4 In the event of any conflict or inconsistency between the terms and conditions ol this
Agreemenl and any terms or conditions set forlh in any of the attachments, purchase order(s), or
other document relating to the transaclions contemplated by this Agreement. the terms and
conditions set fbrth in this Agreement shall prevail.
9.5 This Agreement may be executed in any number of counterparts. each ol- which will be an
original. but all of which together will constitute one instrument. Each party of this Agreement
agrees to the use ofelectronic signatures. such as digital signatures that meet the requirements ofthe
Califonria [.]nilorm Electronic Transactions Act (("CUETA") Cal. Civ. Code $$ 1633. I to I 633.1 7),
fbr execuling this Agreement. The parties further agree that lhe electronic signatures of the parties
included in this Agreement are intended to authenticate this writing and to have the same force and
elTect as manual signatures. Electronic signature means an eleclronic sound. symbol, or process
altached 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 pafties
in California. including a govemmenl agency. Digital signature means an electronic identifier,
created by computer. intended by the party using it to have the same force and effect as the use ofa
manual signature. and shall be reasonably relied upon by the parties. For purposes of this section. a
d igital signature is a type of "electronic signature" as defined in subdivision ( i) of Section 1633.2 of
the Civil Code.
6
llc\ srof lr)6/10l I
ACREEMENT # ITARC-0093 I
9.6 If the entitv is a corporation, the signatures of two comorate officers (the president, vice
ll assrstant sec Chief Financial Officer i.e. treasurer or assistant treasurer
are required on the a[reements. The sisnatures must be in the followin g combination: president or
vice presi{ent and secretary. treasurer or CFO. For example, the signatures ofa president and a vice
resident would be insuffi ien t lf si edb a stn le co orate officer aco orate resolution
authorizinq the one ofticer to bind the corporation, signed by the Board of Directors of the
corDoration, is required. The corporate resolution must authorize the signatory to sign agreements
ol'l behalf of the corDoration
If the entity is a limited liability company (LLC), the signatory is authorized signer as set forth
in LLCs operating agreement.
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives
to execute this Agreement.
By;Rv (Jul3.2024 1a 03 CDT)
Chuck Washington Name
Title:
Candy Kareem
Vice President, FinanceChair ofthe Board of Supervisors
Dated: Julv 3.2024
ATTEST:
Kimberly Rector
Clerk ofthe Board
By:
APPROVED AS TO FORM:
Minh C. Tran
C t1 el
By
Paul aSa o
Deputy C ounty CounseI
Dated:f \ t[ 2oz\
Revrsron l/06/2021
sEP 10 2024 32t
COUNTY OF RMRSIDE, a political
subdivision olthe State of Calilornia
CRAYON SOFTWARE EXPERTS, LLC
a Delaware Limited Liability Company authorized
to conduct business in the State of California.
ennolu K.arae,w
Dated:9lt ilntt
7
2
3
{
5
AGREEMENT # ITARC-0093 I
LSP's Scooc and rcsrronsibilities
l. The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider
(l-SP) fbr Microsoft Master Microsoft Enterprise Agreemenl No. 8084445; Sotiware Licensing,
Sollware Support. Cloud Services such as Azure" Industry Solutions Delivery (lSD) fbrmerly Microsoft
Consulting Services (MCS). Microsoft Unified Support and Microsoft incident response. Microsofl
Select Plus Agreement No. 7756479.
The agreement with LSP as a [-SP of the Microsoft Products and Services under Microsoft EA No.
8084445 is available for use by the County of Riverside and govemmental agencies within the State of
California. T'he LSP will serve as the liaison hetween the political entity for enrollments under the
Microsoft EA.
The LSP agrees to extend the same pricing. terms. and conditions to every political entity, special
district. in the State olCalifornia. It is understood that other entities shall make purchases in their own
name. make direct payment. and be Iiable directly to the LSP oftheir choosing; and County shall in no
way be responsible to any LSP tbr other entities' purchases.
The LSP may remain the LSP fbr the Three 3-year duration of the Enrolled Affiliate's Enterprise
Agreement Enrollment. All True-Ups during the 3-year enrollment (orders for new products. etc.) by
Enrolled Atlliates are required to be submitted only through the Affiliate's selected LSP. Multiple
LSP's cannot service a single Enterprise Agreement Enrollment. Enrolled Affiliate may at any time
choose to transf'er their current enrollment from one LSP to another [,SP pursuant to the transfer terms
set by Microsoft.
The Enrolled Afllliate shall work with the LSP to determine the annual payment, true-up commitment
schedule defined in their enrollment.
The LSP will provide repo(s showing year to date annual spend according to Enrolled Affiliate's
specifications. Frequency will be determined by each Enrolled Affiliate (ie: monthly. quarterly. etc.).
The LSP will provide reports of licenses purchased and added on to enrollment according to Enrolled
Affiliate's specifications. (lntended for an enrollment that has licenses for multiple agencies within a
governmental body - ie county. city. etc.) Frequency will be determined by each Enrolled Affiliate (ie:
monthly. quarterly. etc.).
The LSP will provide. at the Enrolled Affiliate's request. a licensing portal that allows the tracking of
licenses beyond the capabilities of the Microsof't VLSC. This portal will show. but not be limited to,
all licenses on the current enrollment, quantities of said licenses. track licenses at depaftment/agency
levels. transfer Iicenses to and from each department/agency, and have reporting functionalities.
Rcvrsrcn Ii()6/10: I
7
8
9
8
Exhibit A
Scope and pricing
6. Each Affiliate will communicate to the LSP the compensation terms applicable to their agreement.
AGREEMEN'I' # ITARC-009.] I
10. The LSP will provide training to the Enrolled Affiliate's Microsofl administrators on Microsoft portals
such as the VLSC. Oltlce 365. Azure. etc. within 30 days of receiving a purchase order for such
products that introduce a new poftal. l,SP should outline what aspects of training they feel would be
benellcial in their proposal.
ll. The LSP will provide documentation to the Enrolled Affiliate within 90 days of when Microsoft has
made a change to a license and advise of any grandfather or conversion rights within that same
timeframe.
12. The LSP will provide a short synopsis of why an amendment is needed and the ramification of each
amendment to an enrollment at the time of such amendment.
13. Thc I-SP 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 Iist must capture. at
minimum. the fbllowing categories for each product: SKU. product description, MSRP, NET (Level
D). LSP's uplift and contracted unit price.
14. I'he 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 Iist 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 olCalifomia piggyback off of the Master Agreement.
15, The LSP will be charged I .007o ofthe annual enrollment sales amount to leverage the Riverside County
Master Microsol't Agreement No.8084445, and Select Plus Agreement No.7756479. which includes
Softwarc Licensing. Software Support" Cloud Services such as Azure. lndustry Solutions Delivery
(lSD). Microsoft Consulting Services (MCS). Microsoft Unified Support and Microsoft incident
response. This administrative fee will be an annual fee, per enrollment inclusive of Affiliates Shadow
Enrollments.
16. The Servicing LSP shall provide Microsoft Enterprise Support Services from Microsoft to assist
cuslomers leveraging this contracl vehicle in operation ofthe technology acquired and assist Riverside
Master Participants in rnaximizing the benefits of this investment.
9
Re!rsron ll)6/1021
17. The Servicing LSP shall provide the ability to for the acquisition of Microsoft services as the demand
for individual product services or capabilities expand. The servicing LSP shall provide services to
include Microsoli tJnified. Industry Solutions Delivery (lSD), and Microsoft incident response. The
Servicing LSP will have a valid Microsoft Master Services Agreement on file with Microsoft in order
to resell Microsofi Unified Support. and Industry Solutions Delivery (lSD). Additionally. the
contractor shall provide Microsott dedicated Technical Support representatives and sub.iect matter
experts provided via the Microsoft enterprise agreement to support and assist Riverside County master
participants in analyzing. architecting. implementing. managing, and operating solutions based on the
licenses previously acquired or to be purchased in accordance wilh the terms ofthe Microsoft enterprise
licensing program.
AGREEMENT # ITARC-OOg] I
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 Information Technology (RCIT) will invoice the Awarded LSP annually
based on the enrollments verified from LSP Reporting olActive Enrollments.
20. Payment is due to Riverside County Information Technology thirty (30) days from invoice date.
21. The administrative t'ee shall not be included as an ad.iustment to LSP's Master Agreement pricing.
22. The adrninistrative fbe shall not be invoiced or charged to the Enrolled Affiliate.
23, Administrative lee checks shall be submitted to:
Riverside County Information Technology
Attn: Accounts Receivable
3450 l4th Street. 4th Floor
Riverside. CA 92501
Re! rsroD ll)6/10ll
10
Item Description Price Level Markup 70
Enterprise Online Services++ (incJuding Full USLs. From SA
USLs. Add-ons and Step Ups) M365 E3 and E5. Enterprise
Mobility + Security E3 and E5. Oftice 365 Enterprise El or
El, Windows l0 Enterprise E3 or 85.
Level D 1.95
Enlerprise Products (Office 365 Pro Plus. Windows l0
Enterprise, Core CAL Suite, Enterprise CAL Suite).Level D 1.95
Additional Products (M365 F l. M365 E5 Compliance. M365
E5 Security. Office 365 Enterprise F l. Project Online. Visio
Online Plan I or Plan 2. Dynamics 365. Azure. SQL Server.
Windows Server. etc).
Level D 1.95
Server and Tools Producl (applies to Server and Cloud
Enrollments only) SharePoint Server, SQL Server. BizTalk
Server. Visual Studio. Core lnfrastructure Suites. etc.
Level D 1.95
All products for Selecl Plus Agreement No.7756479.2.50
Microsoft Unified Support Services 2.50
Microsoft Consulting Services 2.50
Microsoft Incident Response 2.50
2. License Support Provider (LSP) Solution Arca Specific Capability:
AGREEMENT # ITARC-0093 I
Solution Area Specific Capability Number Customer Size Reference?
Number of successful customer production
mai I deployments/mi grations?>100 300 to 10.000 Yes
Number of successful customer production
SharePoint deployments/migrations?
>60 500 - 5000 Yes
Number of successful customer production
Teams deployments/m i grations?>20 500 - 10.000
Number of successful customer production
Teams Voice deployments/PBX migrations?l8 500 - t0.000 Yes
Number of people with specialized expertise
on technologies listed above
Globally > 100
Locally 22
Rcvrsron I/0(r:O2l
11
Pricins:
l. Microsoft Enterorise License Subscrintion and services
Yes
Data and Artificial lntelligent
Certified Competency
(Yes/No)
Hourly Rate (On
Premise)
Hourly Rate
(Remote)
Build Intelligent Apps No NA NA
Build Intelligent Agents Yes $136-$408 $280-$.140
Machine Learning $3-16-$408 $280-$-140
Internet of Things Yes $-136-$108 $280-$340
Clobally distributed data NA NA
OSS Databases No NA NA
Cloud Scale Analytics Yes $336-$408 $280-$340
Data Platform Modemization to Azure Yes $3-16-$408 $280-$340
Windows Server on Azure Yes $336-$408 $280-$140
Security & Management Yes $136-$.108 $280-$340
Datacenter Migration Yes $r-16-$408 $280-$140
Modern Eusiness Intellieence Yes $336-$408 $280-$340
Copilot Yes $336-$408 $280-$340
Biz Apps
Customer Service No NA NA
Field Service No NA NA
Marketing No NA NA
'l alenl No NA NA
Finance and Operations No NA NA
Business Central No NA NA
Power Apps Yes $3-16-$,{08 $280-$-.140
Power Bl Yes $336-$408 $280-$-.r40
Apps and lnfrastructure
Azure Slack No NA NA
High Perfomrance Compute No NA NA
Cloud Native Apps using Serverless Yes $ 336 - $ ,108 $280-$340
Modernize Apps Yes $316-$108 $280-$340
SAP on Azure No NA NA
Linux on Azure No NA NA
Dev Ops Yes $336-$408 $280-$310
Business Continuity & Disaster
Recovery
Yes s336-$408 $280-$140
Windows Server on Azure Yes $336-$408 $280-$-340
Security & Management Yes $336-$408 $280-$340
Datacenter Migration Yes $-136-$408 $280-$340
l\lodern Workplace
User Adoption & Clrange Manasement Yes s336-S408 s280-$.]40
Security $336-$408 $280-$140
GDPR & Compliance Yes $360-$.t20 $300-$350
Teamwork Yes s336-$408 $280-$140
Calling & Meetings $336-$408 $280-$340
Modern Desktop $336-$408 $280-$3.10
Oflice -365 Migration Assistance Yes $336-S408 $280-$140
Nlail Yes $336-$408 $280-$1.10
Teams Yes $336-$408 $280-$340
SharePoinl Yes $31(,-$408 $280-$340
OneDrive Yes $1.16-s408 $280-$3.10
AGREEMENT # ITARC-OO9] I
J, Liccnse Support Provider (LSP) servic€ rates:
Ite! rsron I/06/201I
1,2
Yes
No
Yes
AGREEMENT # ITARC-0093 I
LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LsP Name Compony nome
Rtvco
Contract lD TBD
Master
Enrollment
Enrollment
Number:
Enrollment
Entity:
Start
Date:
End
Date:
Annual
Sales
Enrollment
Contact:
Enrollment
Contact
Email:
Enrollment
Contact Tel:
County of
Riverside
xx/xx/
xxxx
xxlxx
/xxxx lohn Doe
Rcvrsron I/06/2021
13
Exhibit B
I
I---l-
ACREEMENT # ITARC-0093 I
Exhibit C
MICROSOFT LSP PARTICIPATION FORM
JIH SUITH
Cllef lnfomati$ Oftcer I'ARTIN PEREZ ACIO
Ernerprtse ADollcrtbrB Bl'reau
DARRYL POLK
Cfxet Teclnobgy Olllcer FlCITTRACY NLL}IAT
D€9uty Direcld Admn - fT
GUSTAVO VAZ(XJEZ. ACIO
CdrverlEd Coanrrunlcali(,ls Bureau
Ai{THONY C}IOGYOJI
Ctxef Honfiatbn Secunty Oficer
KARIT{ CHAT{DRAi{- ACIO
Technology Servrces EIJeeu
N{icrosoft LSP Parlicipation Fomr
(RIQ 4 ITARC-005f2 -{ttichlneDt 2)
Complele lhis form and return to
Attentiqr: Urda Fakhouri
E-mail: Itakhofi(Drico.oro
P.!,ment shonld be m.de to:
Riverside County lnformdbn Technology
3it50 'l4th Srreer. Fourlh Floo.
RiveBide. CA 92501
Company 614.6. Crayon Software Expe rts, LLC
Name: Candv Kareem Title: VP of Financ€
Ad&ess 12221 Meril Drive, Suite 1400
Cit],!Dallas Texas ziP ctr,e 75251 T elephone *: 469-329-0290
Fax #:_Email:sledbrds uslocravon com
Please r€terence the rernitlance infornralion abo'/e fio. *rtere lo sand lho paym€ni. Failure to comply may
r€nl in tlE .rerd beiE ,a.cirldsd
Ctua{4 Karee,t4 05togt2024
Srgnature
Candv Kareem
Date
VP of Finance
Prinled Name
Cr.yon Groop - lnt€m.lOnly
Revrsron I/06/2021
Tille
County ot RiversUe TIN *t 956fi)O930
The Courty o, Rivo.side 13 th6 hoal o, the Mic.o€o{t Mdier Agre€.nonl No. 8084,145- AI queslbrB regarding
the p.oduct3 aod liceoEir€ shoub b€ directed lo Mrcrcot.
ay signing belor/, I am agroeing to f,ay th6 p.rricip.tbn ,e€3 ,o( e.ch enrolkneot th.t is est Hbhed by
leveraging the Cot'rty o, Riv€Gide Masler Agrcenrent in acco.dance to the scheddc ref€rencod oo RFO #
ITARC-0O532 ard arly .ubs€quonl cootrecE and / o. amendrnonts.
By signing belor. I abo agreo lhat all oorolrtrents will ba suknittod lo Mbro6ofi dinrd, to r.po.t Gr|rolknent
.cli\n9 and comdy to tho payment schedub per RFO # ITARC-0O532 to RiveGire County ln{orm.tbn
Teclnology
t4
EI
E2
Exhibit D
Microsoft EA Benefits for Government Agencies
Standard Pricing Across all platforms
Microsoft will provide LSP's (authorized EA LSPs on this contract) with Government Level-D.
pricing offofpublished "LSP cost" all platforms. Azure discount is a factor olthe consumption rate.
This will make it easy when calculating New. Additional product. and True-up purchases at the
beginning or during your Enterprise Agreement Term. It also reduces possible confusion among
partners.
E3 No charge Onboarding Serviccs
Microsoft assisted onboarding is now a benefit of OIIlce 365, Microsofi lntune,Azure AD Prem ium
and Azure RMS. Eligible customers will receive guidance from a dedicated group of onboarding
experts known as the Microsoft FastTrack Center (FTC) to onboard to these services. The FTC uses
an onboarding approach known as FastTrack to help you, your IT Team, and or Partner, confidently
onboard new users and capabilities. Programs are subject to change and/or evolve.
E;l No Charge Security Incident Assistance
Microsoft will engage special security teams in the event oflan 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 lor more details.
E5 Raise and lower commitment for hosted services during the Enterprise Agreement Period
You can raise your commitment for hosted services like 0365. CRM. Azure during the current EA
year and only commit to the remaining months in that year. Example: your anniversary for your
Year-2 term is in November and your adding 100 Office 365 users in May. You will only be
obligated to pay for the 6 months leading to your anniversary. Additionally, you can now true-down
hosted services at your anniversary to the original commitment level as well.
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
ol- Microsoft Office is released during the term of your agreement. your licenses are
automatically upgraded to the new version.
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
Assurance on Office, Project. or Visio remotely access their software on their virtual desktops
from third-party devices.
15
Revisrcn l/06/2021
AGREEMENT # ITARC.OO93 I
Reduced Paperwork
Reduced number of separate documents to review - by consolidating amendments into a single
document. Many ofthe amendments previously required are now built into the enrollment document.
Customers utilizing the County of Riverside EA Master Agreement may choose either an Enterprise
Enrollment or a Server and Cloud Enrollment (or both) depending on their needs.
AGREEMENT # ITARC-0093 ]
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 lees 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 create a customized payment structure.
Step-Up Licensing: Volume Licensing customers with Software Assurance can migrate from a
lower edition to a higher edition software product while maintaining their Software Assurance
coverage on a given product. The Step-up License makes it easier for you to move from a lower
level edition to a higher-level edition without incurring the full cost of licensing two separate
editions of the software.
More information about the Software Assurance by products as listed above can be found at:
httos://www.m icrosoft.com/en-us/Licen stn /licensi ng-programs/soft ware-assurance-bv-
oroduct.a 5 DX ?83ffdda4-a253- 4123-97 57-7122538c0a96=True
Rcvrsion l/06/2021
16
Et)
E2)
E3)
E4)
AGREEMENT # ITARC-OOg] I
Exhibit E
Microsoft Enterprise Agreements and Amendments
Microsofl Enterprise Agreement No. 8084445.
Microsoft Select Plus Agreement No. 7756479.
Amendments No. l- EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK)
Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR).
Rclrsron l/06/2021
1,7
3.Crayon Software Experts LLC- LSP
Agreement no. ITARC-931 (002)
Final Audit Report 2024-07-O3
Createdi
By:
Status:
Transaclion lD
2024-O7-O3
Candace Shenon (Candace.Sherron@crayon.com)
Signed
CBJCHBCAABAASA0Bq6cIRcJ-m3BlbzpgYwbxbswNJv
"3.Crayon Software Experts LLC- LSP Agreement no. ITARC-93
1 (002)" History
tl Document created by Candace Sherron (Candace.Sherron@crayon.com)
2024-07-03 - 8r45:06 PM GMT
- ; Document emailed to candy.kareem@crayon.com for signature
2024-07-03 - 814544 PM GMI
tl Email viewed by candy.kareem@crayon.com
2O24-O7-O3 - 11:03:06 PM GMT
do Signer candy.kareem@crayon.com entered name at signing as Candy Kareem
2024-07-03 - 11:03:26 Pt4 GIVT
d6 Document e-signed by Candy Kareem (candy.kareem@crayon.com)
Signalure Dale: 2024-07-03 - 1 1:03:28 PN, GNrT - Time Source: server
O Agreement completed.
2024-07-03 - 11:03:28 P[4 G[,{T
f! adob" l<robat Sign
cltr Mic.r':rsoft \/olr-nrr e l-iceris ingl
Program Signature Form
004-kayleed-S'04
totr+++s
Notc: El]ier lhe apFlicilhle acllve nurnhe.s assocL!led !,,/ilh lhe docum(:nls [)clor'/, Microsofl requires
lhe associaled active nur)ber be indicaled lrere. or lisled belo,,v os r)ew
For the prrrposes of lhis forr1, 'Customer' can mean lhe signing erllity. Eit.oflecl Afllliale,
Goveirnenl parlne!, Institrtion. or olhel party cnlering inlo a volumc llconsing nrograrn agrccmenl
This sr(nalure torn an(i all corlract (lDcr.nrents idenlified in the laLle belor,/ are enleied irto between
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reference and ar]y anr€ndmenls and (21 agree lo be bound by the terrns of all surh documonts.
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incl(de lhe approprialc form(s) vrilh this sig ature folr.
Allerlhis sigrrature lornr is sioncd by lhc Custonrer. send il arld lhe Contrgut Docun\ents to Cuslonler's
chrnrel purl,rer or Microsbll account nrarra0er, who tnusl sullmil lhent lo the following adrrress Vrhen
lhe signature Fornr is lully execuled by Microsofl, Cuslomer e/ill reccive a Donlirrtraliorr copy.
Microsoll Corponlio
Dept. 551, Volurne Licetlsh(
6100 lleil Road, Suits 210
Reno. Nevrdr 8051 1. l 137
USA
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si0natrIeforD. lt arnerld6 the Enrollrlrent or Aqreerne l iderltified i|bove- nllterns used lr I nol (lolined
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'1. Scclion 6a. "-fcrn". is l'rereby arnende(l and restaled as lollor,ls:
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3s dascribed ljelot/ Eaich Enrolllnerrl ,rill llave lhe lo.nr provided in lhat Enrollrnenl
2. -fhe pricing lhal l,,4icyosoll $/ill ofter Ernolled Aflili le'!i Reseller lor Enrollnenli effcclive
bet\veen Novemher 1, 2019 through Octol)er 31, 2021 . affl lhal v?ill apply lor lhe entire initial
le/!fl olsudl Eltrolhnents, is ils follows:
Prodrcl Pric e
Level
Examples lncludc but aro not limitcd to
the lollowirg':
lrr. cr rlrples,rc ud.r u:rl ro s!,u:es ll eill!r lll!Ecttrqln{cialor gov€,orn nt cron.l cfl4rnQi
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Enterprise Onllne Servlces"
(inchr.lino Full USLS. l:rorn SA
USLS, Add ons a d Slep Ups)
Level D
l"evel I)
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tl3rj5 E3 and E5, Enlerprise Mobility I
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OynaniDs 3ti5, .Azrrre, SOL Serv€r.
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llDl lor ll5e willr !l,crosoll Rllsiress Agreelrer{ r)r 1,,1!ri)srnl Brlsficss ilriJ Sc,vr(:cs Agriip re.,l
This tulacrosofl Eoterpnse Allreernenl ('Agr€jemenl") is entered ilto belween the entities i(entilied on the
sigrratlrre form I
Effective date, l'lre e[fective date of lhis AgieeDrent is the earliest elfective date of any Enrollment entered
rnto under this Agreernent or lhe date Microsott accepls lhis Agreenrent, whichever is earlier.
This Agreement consists ol (1) these Agreement lerms and condilions, inclLrding any arnendrienls and lhe
sigrralure lorm arld all atlachnrer)ts iderrlrlied the[ern, (2) lhe Pro(i',rct Terms applicable to Products licensecl
under this Agreernelrl, (3) the Online Services Terms. (4) ar)y Alriliale Enrollmenl enlered into xnder thrs
Agreement, an(l (5) any orcler subortled under this AOrcement.
Please note: Doc rnents relerenced in thrs Agreemenl but not attache(l to the signalur€ Form nray be fou nd
at !.1!!o./,,\,r'ww rnicrosolt.corn/hcerrsin4/con(racts and are incorpofate(l in lhrs Agreement l)y reference,
including the Product Teflns and Use Rights. Tliese documenls may contain additional terms and
conditions tor Prodtrcls licensed undet lhis Agreemenl and rnay be changecl lronr lime to tri\'re Customer
shorrl(l review such documents caref(lly, bolh at lhe time of signrng arkl peraodically llrerealler, aod lully
ur'r(lerstand allteins and conditions applicable to Producls lrcensed
Terms and Conditions
1. Definitions.
"Affiliate" rneans
a. wrth regard to CLrstor)1er.
(l) ar)y government agency, delrrtnenl, otfice, instrumerltality, drvasaon, ur)it of other enlrty ol
the slate or local govern.rienl lhat is supervised by or is Dart oF Custorner. or vrrich
srrpervises Custoorer or ol which Custonrer is a part. or v/hich rs !ndet 60mmon supervisron
r,,/ iilt CustOmer:
(ii) any county. borough. commonweallh, cily. m0nicipali[y, lorvn, lownship. specisl purpose
distr-rcl, or other similar type ol governmental inslrunrentality established by the laws of
Cuslomers state and localed v,/ithin Customer's state iurisdiction and geographic
boundaries: and
(iii) any olher entity in Custonre'r's stete expressly aulhorized by the laws of Cuslomels stale
lo purchase Lrnder slale cor)tracls; provided that a slate and rls Atliliates shall nol, for
pr,uposos o[ this defioition, be consi(le.ed to be Affilaates of the federal governnlenl arrd its
Affiliates; and
b. w;th regard 1o Nricrosofl. any letgal entily thal Microsott owns, tl'rat owns Microsoll, or that is
under common ownership urilh t icrosofl.
"Custorr]er' means the legalenlily that hos entered inlo lhis Agreemenlwitlr Microsoft
"Customer Data" means alldala incltrOing Jll fexf, sound, toltware, image, or video files lhat are provicie(i
to lvlicrosoft by. or on behall ot. an Enrolled Affilste and ils Aftiliates through use of Onli.re Services.
'day" mearrs a calendar day, except lor relerences thal specifv "busioess day'
'Enrolled Alliliate'rneans an er)lily, eilher Cuslorner or any one oF Custo els Afiiliates lhal has e[tered
lnto an Enrollment under lhis AgreBrnent.
l:A2o lfl^l (tISjsl-( )(Erl(i)(l lue?(l l0)Pnoeroill
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''Errrollmeot" means lhe docurnenl that an Enrolled Afliliste subnrils under lhis Agreemenl to Flace orders
for Fro(lucts
'Enterprise' means an Enrolled Alfiliale and thB Allliates for which il is responsible an(l chooses o its
tnrollmenl lo inc[tde i. its enlerprrse.
'Fixes' rnearrs Prodocl frxes, rnoclilications I or enhancements, or their derivalives, thal Microsofl either
releases ger)eratly (such as Producl servrce'packs) or proYides lo Cuslomer lo add ress a s0ecific issue.
''License" rnearls (he right to download. instill. access an(l use a Product. For cerlain Products, a Lrcense
rnay lre available on a fixed tern't or subscriplion basis ("Subscription License"), Licenses lor Online
Services will be col|sidered Subscription Licerrses.
'Nlicrosoft" nreans tl're Microsoft Affiliale that has entered inlo tlris Agreemenl or an Enrollnrent and ils
Attiliates. as approf)riale.
"OnIne Services" rreans the Microsoit-hostJcl servkes ide[lified as Online Services in tt]e Prod\Et Terms.
"Online Services Te r'rs'nrearls ttre a<lcltiJnal terms that apply to Customefs use of Online Services
DUblishe(l on lhc Voluole l-,censrng Srte an(l rrp(lale(l trorr lirne lo tinr6
"Product'means all products ldentified in the Prod\(l Te n!i. s(,cl'r as all Soflware, online Services ancl
ollrer well-based services, including pre-release or bela versions.
"Producl Terms'nteans lhe (locurnenl lhal piovides infoonation about Microsolt Producls ancl Prolessional
Services arailable lhrouglr vokrnre licensing. The ProdLrcl Terms documenl is putrlistreal on lhe Volunre
Licensing Site ancj is updaled.frorn trne to time
"SLA" nreans Service LevelAgreernent. lirhiCh speclfies the minin)Lrm seruice level for Online Services an(l
ls publishpd on the Volume Licensing Site.
''Software' nleans lice^sed copies oF lllicrosdlt soflware ideDtified on the Producl Terms. Soltware does nol
include Online ServiDes, but Sollware nray be fiarrl ol an Online Service
,Sottlvare Assurance" is an ofterinll by Microsoft that provides new version rights afld olher benelits for
prodLEts as furlher (iescribed in the ProdtrciTerffs.
'l ra(le Secrel' nreans informalion thal is noi generally knolvn ot.eadily ascerlainable to the public, has
economc value as a resLrll, and has been subject to reaso[abl€ sleps Lrnder thc ciriumslances lo mainlain
rts secrecy
' use" or "run' means lo copy, install, rrse. access. drsplay, run or olher\trse irt€Iacl.
''Use Rights m€ons lhe use rigl'rls or leflns of service for eaclr Product pllblished on llre Volurre Licensing
Sile and updated From lirne lo tirne The Use Rig hts s! persede t he lernrs of any end user license agreement
that acconrpanies a Producl. The Use Righl.i far Sofhvare are published by Microsotl ir1 the ProtluDt l enlrs
The Use Rights for Orlhne Services are published in the Online Services Terms.
,Vol('nleLicensin!sile,lrlean5@orasuccesSorsile
2. How the Enterprise prog ram works
Ge[eral. 'fhe Enlerpnse pro0rrrn consisls ol the le(ns 6nd coDdilions on which an Enrolle(l
Affiliate 'nay ac(luire Product Licenses. Un(ler lhe Enterl)rise program, Cuslonrer and ils
Affrltates ln.iy order LiceDses for Prodr,cls by enterng iDto Errrollrnenls
Err(}llDrents. The Enterprise prograrn givea CustorDer and,ro. its Atliliates the al)ility to €nler
anlo oi]e or more Enrollnrenls lo order Pro(lucts. Subscription Enrollments may be available for
some ol lhese Enrol[nents. Nolv/ithslanding any other provision ot this Agreemenl, only
Enrolled Affiliates identitied in a'n Enrollmenl rvill be responsihle lor conplying wilh the terns
of lhal Enrollnrent. inclDdin(t lhe lerms ol llrs Agreement rncorpor.lted by relererrce in that
Enrollnrenl
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(1.
LiceDses. The types ol Licenses available are ll) Licenses ohlained u der Sof(!./afe
Assurance (L&$A). a d (2) Sr$icri,llion Lrcenses These Liccnse types, as well as addilional
License Type6. are further desciibed in lhe Product List.
3. Licenses far Products.
License Grant. [,licrosoft grar)ls ll)e Enlerprise a non-exchtsive, v]orldwide and limited fight
to do,.,rnload, install and use soltware Products, and lo access and use the Online Services,
each in the quantity ordere(l under an Er)rollment The righls glanled are subject lo lile lerms
of lhis Agreenrent, the Use Rights an.l the ProdrJcl Terms. Microsoll reserves all rghts nol
expressly granleil in this Agreerhent.
Ouration of Licenses. Subscriplion Licenses and rnost SofLware Assurar'rce rights are
ternporary ond expire ,lhen thd applcable Enrollnrent is terminated or expires, uflless the
Enrolled Afliliate erercises a buy-oIt option. which is available lor sorlle SUbsclplion Licenses.
Except as otherwise noled ill tl]e applical)le Eflrollmenl ( Use Rights, all other l.icenser
becorne perpetual only r,rhen all paynrents lor that License lrave lleen nrade and lhe initial
Enrollment lefln has expired.
Al)pIcable Use Righls.
(i) Prod(cts(otherthanOnlirieServlces).'l'heUseRiqhlsineflectorrlheelfectivedateo,
the applicable Enrollment ternr r..,/ill apply lo Enterprise's use of the verslon ol each Producl
thal is currenl el the time. For luture versionr and new Producls. the Use Rights in effect
rvhen those versions and Prodrrcts are firsl released wlll apply Changes Microsoll makes
to the Use Rights for a partiiular version will nol apply unless tlre Enrolled Afliliate chooses
lo have lhoee changes apply. The Use Rights applicable lD perpeiual Licenses lhal were
acqulred rinder a previous agreement or Enrollment are deleflnined tly lhe Agreernent or
Enrollment Under whrch they were acquired Reoewal oF Soltware Assurance does rrol
clrange which Use Rights apply to lhose Licenses.
{ll) Online Scrvices For Online bervrces. the Use Rights in ef[ect on the subscription siad
(late \ryill apply for lhe subscription term as defir]ed in lhe Producl Tern)s
Downgra(le rights. Enrolled Afiiliate Inay !,se ar r e arlier ver siot) of a P,odUci other lhall Online
Servires than the version lhat is crrrrent on the eflective {lale of th€ Enrollmenl. For Licenses
acqurre(l in lhe co.renl Enrolheht term, the Use Rights for lh€ currenl versiorr apply lo lhe use
of tlre ea.lier version. lfthe earlier Pro(lucl versiorr includes lealures that are nol in ltre nev/
versror, then the LJse Righls applicahle lo the earlier version apply wiih respect to those
fealures.
NevJ Versiorr Rlghts undcr Sollware Assurancc. Entolled A[filiale rnusl order and marntain
conlinuous Software Assr,rrance boverage for each License ordered With Soflware Assurance
coverage, Erlterprise autornaticailly has the riglrt to use a nelv version of a licensed Product as
soon as it is released, even rf EnioLled Affilale chooses r)ol lo rrse tl)e ne\d version immedialely
Ili) Except as olherwise Derrnittbd under an Enrollmenl, use ol the new version will besubjecl
lo the new veEion's use Riglrts.
(i,) ll the Licerlse lor the earlier vefsion of the Prodrrct is perpetual at lhe lime the new ver$ion
is released, the Liceose for the new version will also be perpetual. P€Detoal Lrcenses
oblained throLrgh Sofl$a.e Assurance replace any perpelual l-icenses for lhe earlier
verslon.
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l-iconse conf irmation. Th{s Agreement the applicsble Enrollment, Enrolled Affiliale s olIler
confirnalion, and any doc!mentaltoD evidencing transiers ol perpelual Licenses. logelher v/ilh
prool ol lr6yrr)er)1. vill l)e Enrolled nffiliate's evidence af all l-icenses oblaineci !nder .in
Enrollnrent
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(1. Reorganizations, corlsolidatlons aDd privntizations, li the number o, tice ses covered by
an Enrollmenl changes try rnore lhan len t)ercenl as a result of (1i a reorganization,
consolidaliorr or privalizatio,i ot ar) entity o. an oDeralirg division, (2) a privalzation ol an
Alfiliale or an operating division ol Enrolled Alliliale or anV of its AfFlliates. or (3) a co solidation
including a rnerger v,/ilh a third party thal has an existing aqreemenl or Enrollmenl. MicrosDft
will lvorl( with Enrolled A(iliate in good faitlr to delernine how to accomrnodate its changed
circumstances in lhe cortexl of ihis Agreenr€nt.
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Making copies of Products and re-imaging rights.
a. Gcneral. Errrolled nffiliate rnay nrake as rrany copies ol Producls, as il needs lo distritlute
lhem vr'ithirr the EnlerprisB CoPiss mus.l be trtre and complele (inchrding copyright and
lradenrark nolices) tronr nraster copies oblained kom a Microsoft approved lulfillnr€nt soUrce
Enrolled Affiliale may use a third party to nrake these copies, but Enrolled Afllliate agrees it $/ill
be responsible for any third party's actions. Enrolled Afliliste agre es to make reasooable elforls
to nolrly rls errployees, agenli. al.ld any olher individuals vrho use tlre Pro(lucts that the
Pro(lucts sre licensed lronr Micrbsolt and subjecl to lhe lerms of lhis ngreenrent.
b. Copies for t(aining/eval(ration and back-lrD. For all l)roducts olher than Online Services.
Enrolled Affiliate rnay: (1) use (rp to 20 complimer)la,y copies of ani/ licensed Producl ir a
dedicated lrairrlng facility on its premises for purposes of training on llrat padicular ProdLrcl, (2)
use up 10 10 conlplinlentary copies of any Producls lor a 60-day eva[tation period, and (3) Use
elle cornpimenlary copy ot anv licensed Producl for back-up or archival purposes lor each of
its dislinct geagraphic locations. Trials for Online Services may be 6vailable if specilied irr lhe
Use Righls
Right to re-image, ln certara cases, re-irnagirrg is penralled using the Product media lf the
tulicrosolt Producl is licensed ('l) fronr ao original equipment manufacturer (OEM), (2) as a full
pa.kaged Pro(luct llrrouolr a relail source. or (3) un(ler arrother lvlicrosoft program, tlten medaa
provi(led ur'lder this Agreeoentlrnay generally be used to creale irnages tor use n place ol
co|ies provide(l lhrough that separale source. This right is cooditicxral rrpon the follov/ir]g:
(i) Separate Lirenses nrusl be acquired fronr lhe separale source for each Product lhat is re-
imaged.
(ii) The Plodlrct. lanouag€, versron, and componenls of the copies rna(le rnusl be identical lo
l)re Pro(luct, langlrage. version, and all cornponents of lhe copies tlley replace an(l the
flurrher ol copies or inslances of lhe re-nnaged Product permitled renlains lhe same.
(iii) Ercept lor copies ot an opelrating systern and copies ol Products licensed urder anolher
i.Iicrosoft program, the Pro(lucl type (e (t.. UPgrade or full License) re-inraged rnusl he
identical to the Producl lype license(l lro,n the separale source.
(iv) Enrollcd Affihate musl adhere lo any Pr odrct-specrfic processes or reqorremenls for re"
imaSing i(lenlilied in lhe Pro(lucl Terms.
Re-imaged Pro(lucts remain subject lo the te,ms arrd use righls ot the License acquire(l fronr
the seDarale source This sullsection does nol cre€te or exlend 3ny l\/licrosolt warlanty or
support obligatiorl
Transferring and reassigning Licenses.
a. Liccnso t(arsfers. License lrahsters are not per.nillecl, ercepl tlrat C$stomer or an Enro led
Alfiliate may lransfer only fully-praid perpelual l-icenses tol
(i) an AFliliate, or
(ii) a thircl party solely n colnerlion willr the transfer ol hard!,/are or enrployees lo wholl't lhe
Licenses have been assioned as parlof (A) a privalizalio[ of an Atfiliale or agei]cy or ol an
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operaling clrvision ol Enlolled Af, lale or an Affiliate. (B) a reorganization or (C) a
consqlidation. I
Upon srrch trar]sfer, Cuslorrer'pr Enrolled Alfiliale must uninstall and discontirtlte osirtg the
li(:errsed Prodtrcl and render ani copres unusable
b. Notlricatio ll ol LlceDse T rar rstcr. Errrolled nfliliate rnust nolify Microsofl of a Lrcense lransler
by cornpleling a license' transfer fornr, which can be oblained fron)
hlto://ww/J tlicrosoll.corr/litensirrq/riorlrfl cls and sendi ng lhe con)l)leted loror lo Microsotl
llelore tlle LlcensE transfer. No License lransFer lvrll be valid (rnless Enrolleai Atliliale plovrdes
lo llre lransFeree, ard lhe transleree accepts ir'r rvliting, documents sufficient io enal)le lhe
transferee to ascertair the sr;ope. putpose and limitations of lhe rights grantecl by i/icrosofl
under lhe licenses beino transferred (includingthe applicable Use Rights, use and transfer
reslriclions. warrarrties and lirnitalions ol liatlility) Any License transler nol rnade irr corrpliance
,r,/ilh this section,,villbe void
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lnternal Assigurrenl ol Licenses and Software Assurarce. Licenses and Software
Assurance mr.,st be assigned to a single user or device withi.r the Enterprlse Licenses and
Softy/are Assurance may be reassigned within lhe Enlerprlse as desc/ibed rn lhe Use Righls
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6 Term and termination.
a. Ter[r. The lefln of this Agreenrdnl rvill b e 36 lu ll calendar n]onllrs fron.i lhe efFective dale uDless
terminaled by erther parly as describeci below. Each Enrolln]ent will l]ave the lelnr provided in
lhat Enrollnrenl
b. Termlnatio without caIse. Either party n] ay terminate this Agreen]ent, ,.vilhout caus e, upon
60 days'written rrolice. ln the ei/eol of lernrination, new Enrollmenls vrill not he accented, b t
any exisllng Enrollrnent lvill continue tor the tsrm of suEh Enrollmenl arrd will continue to l)e
governed by llris Agleernent.
c, Mid-to(D tefinlnatlon for non.hppropriatiorr of Fu[(ls. Enrolled Afhliate nlay terminate thrg
ngreemenl or an Enrollnent vrilhout liabilily. Fenalty or ludher obligalion lo rnake payl'lenls if
lunds lo rnake paymenls under the Agreement o. Enrollmenl are not approprialed or allocilled
by the Enrolled nffiliate for such purpose.
(1. Terminatiorr for cause. Wilhout limiling any olher rernedies it nray have, elther pa.ty rnay
ternriDate an Enrollmenl it th€i olh€r party nralerially brEerches ils obliSations under this
Agreement, including any obligation lo submrtorders or pay rnvoices. E xcept v',lrere the breach
is try ils nature nol culable wilhin 30 days, lhe terrninaling parly rntrsl give the other party 30
days'ootice of its intenl to terminate and an opportunily to cure the breaclr
ll Ulicrosofl qrves such nolace lo an Enrolled Affiliale, Microsott also wll give CLtslon'ter a copy
o, lhal nolic€ and Cuslonrer adrees to help resolve the breach. lt lhe breach aFlects other
Enrollnlenls and cannot be resolved bety,/een Microsoft and Enrolled Affllaale. togelher w(h
Customer's help, vJilhin a reasonable period of lime, tulicrosoll may ternrinale this Ag.eement
and all Enrollnrenls Under it. ll an Enrolled Affiliale ceases to be Custorner's Alfiliate, it r USt
pronrplly noliFy hlicrosof(, and lVlicrosoft nray terminat€ the former Affiliate's Enrollmellt lf arr
Enrolled Affiliate lelninates its Eorol[nenl as a result ol a l]reaclt lly Microsolt, or if Microsofl
lernrinates an Erlrollmenl because Enrolled Affiliale ceases to be Cuslomels Afiiliale, then
Enrolled Afiiliale will ha',/e the e;rly ternrinalion rights desclibed in the Enrollnrenl.
e. Early teflnination. lf {1)an Enrolled Afliliate teflninales its Enrolln'}ent as a resull of a breach
by Microsofl, or (2) il lricrosoft telminates an Enrollmerrl becalse the Enlolled AFfiliate has
ceased to be irn Altiliate ol Cuslorner, or (3) Enrolled Affiliate lernlinates an Enrollmenl foI no)-
approfjrialion of funds, or (4) Microsolt lerminales an EilrolInent for norl-payment due lo non-
appropriation ol iunds. then lhe Enrolled Affiliate wrlllrave lhe lollowing oplior)s:
(l) lt may irnnrediately pay the iolal renraining amounl due. inchrdiog all insl!llrnenls, i v,/l)ich
case.lhe Enrolled Affiliate wrll have perpetual righls lor all Licenses il has ordere{l; or
EA?{) | n^ltr( U S):i Lri lef'l L{i [nlD!/20 Ii-1)Patl.r5ofll
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{li} lt rray pay only 6mounts due as ol lhe le[mination clate, in whach case lhe Enrolled Afliliate
rrill have perpelrral l-iceoses for:
'l) all copies ot Products (lncluding the latest version of Products ordered under SA
coverage in llre current terrn) For which paynent has been made in full, and
2) the number of copies of Producls it has ordered (inclrding lhe lalesl ve(sion of
Producls ordered under Soflrryare Assurance coverage in crrrrenl lerm) lhal is
proportional to lhe totalbf installment frayrrents pai(l versus tolal amounls due (paid
and payable) if the early termination hacl not occurred
(iii) ln lhe case ot early leflnination under sutrscription EDrollments, Enrolled Affiliale wlll have
the following oplons: r
1) For eligible Producls, Eirolled AFfiliate may obtair] perpetual Licenses as describerl in
the seclion of lhe Enrollmenl titled "Buy.oul oplron." provided that tulicrosofl leceives
the l)(ry-oul order for lhbse Licenscs wilhin 60 days alter Enrolled nffiliale ptovides
rrclice of leflninalion.
2) ln lhe eve.t of a b.each t,y Mic(osofl, il Customer cl)ooses nol to exercise a bLly-out
aplion. l,4icrosolt will issue Enrolled Aflilaite a credit for any amount paid in advance
for Subscnplion Licenses lhat lhe Enterprise wall not be able to use to do lhe
!ernlination or lhe Enrollinent.
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Ilothing in this section sltall aflecl perpetual License rights ac(llired eilher in a separale
agreern€nl or rn a prlor lerol oF the l€lrrit]aled Entolltner]l
Elfect of tcrminatlon or expirailon. \l/herr arr en/ollmerrl expires or is teoninaled,
{i) Enrolled AIfiIaie must orderrLicenses for all copies of Pro(lucls il has nrn for which rt has
Dol p,eviously subnrilted arr brder Any and all unpaid payments lor any orde. ol any kilrcl
rernain due and f,ayable. Excepl as provided ir lhe subsection titled "Early lermination," all
unpaid pa!,menls for Licenses immediately become due and paVable,
(ii) Enrolled Affrliale's riglrt to Softvare Assurance banelils under lhis Agreement encls iF it
does nol renew Soflware Assurance
g. Modlflcatlon or lerminatlon of an Onllne Service tor rcgulatory reasons- fulicrosofi iiray
rnodily or leiminale an Online Service L./here lltere is any cLrrrent or iuture governnrenl
requirenrent or obl€ation thal; l(l) subiecls tlicrosofl to anv regulataoit or requirenlent not
generally applicable lo businesses operaling in lhe jurisdiction; (2) presents a hardslrip for
lvlicrosoft lo continLre operating the Online Service wilhout ntodification; a|rd/or (3) causesl acrosoft to believe lhese lerms or the Online Service may contlicl with any suctl requirement
or obligation.
ll. Prograrn updates. Ilricrosolt nray n]ake changes lo this Irogram lhal will make it necessary
for Cu$lomer and its Erlrolled Aflili6les to er]ler inlo r]ew agreemerlts and Enrollments al lhe
time of an Erlrollntent rerEwal
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lJse, ownership, rights, arld restrictions.
a. Prorlllcls. lJrrless olherwrse spectlied in a slpplen]ental agreement use of any Product is
governcd by thc Use Rrghls sdecilic to eacl' Pro(i{cl ard version End bv lhe terrns ol lhe
applicable supplenrenlal agreenienl.
b. Faxes. Each Frx is licerlsed un(ler the sgnre ternts as lhe Pro(luct lo wlliclr it applies lf a Fix is
not provided for o sDecilir: ProdLict. snv use rigltts tulicrosoll provides wilh the Fix \r/ill apply
c. Non-[Vlicrosoft sortware sr]d lechnology, Enrolled Affiliale is sol<:lt, responsible tor ar\y non-
l\/licrosotl soflware or l€chnology that it inslalls or uses,../ith tlte Prod,Jcts or Fixes
{:A 2D l6A(l lLrSlSLClttlG)lNov2L\161 Pa.lc6o,il
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d. Restrictions. Enrolled nffilal€ mrlst hot (and is rror licensed to) (1) reverse engineer,
deconrpile, or disassemDle any Producl or Fix. (2) ins{all or use norr-Micrqsofl sollv/are o.
technology in any way that would subjecl [,licrasoft s inlelleclual properly or technology lo any
olher license l-erms, or (3) work aroLr^(l uny techrrcal |rnilaiions in a P(ocluct or Fix or
restrictions in Producl docurnenlation. Custorner must not (and is not licensed toJ () separate
and run parrls ol a Paoducl or Fix on firore than one device, upgrade or clorvngracie parts ol a
Product or Fix aL di(ferent times, or lransfer porls of a Product or Fix separately: or (ii) dislribute,
sLrblicense, re,rt, lease, lBnd ani Prodtrcls or Fi:{es n'r whole Dr i|l Dall, o. use thern tD olll'r
lrosting services to a tlrird parly.;
e. Reservatiorr of rights. Produ,;is and Frxes are protected by copyrighl and other intelleclual
propeny righls laws and inlerdational treaties. ilicrosofl reserves all rights not expressly
granted ifl [his agreemenl. l.lo rights,,villbe granted or rnplied by v.,aiver or esloppel Rigl'lts
lo access or use Soltware on a ilevice do not give Cuslomer any righl lo imfilemenl l,ricrosaft
l)otenls o/ ollrer tricr()soll intellectual prope{y in lhe clevice ilself or in an,/ olher sollware or
devrces
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8. Confidentiality.
''Cor)fider)lial lrrforrnalion' is non-public infornation lhat is desigrrated 'confidenlial" or that a reasonable
person sho{rld understan(l is conli(lential, including Custorner Dala. Confidential lrfoflnation does nol
inclrrle infor ation thal (a) becomes publicly a,./ailable u/ilhoul a breach ol ihis agree.rent. (b) lhe
receivrng pa(y recerved lav/lrrlly frorn anolhsr source withorl a confldenliality obllgalion, (c) is
independenlly developed, or (dj is a cornrnenl or suggestion volunteered aboul lhe oihel parly's
Dusiness producls or serv ces.
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Each parly v,?illtake reasonable sleps to prolect lhe other's Confidenlial lnfornralion and v,iill use the other
porty's Confidential lnformalion only for purpo$es ol the parties btisioess relalionship. Neilher party will
disclose lhal Confidenlial lnronnation lo lhird parties, excepl lC} ils employees. Affiliales. colllractors,
advisors and cor'\sultants (' R epresenlalives") and then only olr a need-to-kn(lw l)asis under nordisclosrrre
ablgalions at leasl as prolective as thrs agreemerlt. Erch pany rernaxls responsible for lhe use ol the
Conliclential lnf'lrnatian by its Represenlatives and, in the e,renl of discovery o[ any rrflautl)orized use or
cjisclosure, rnust p[omplly notity the other party.
A party nray disclose lhe othe.'s Confidenlral lrrforlnation if required by law; bul only alter it notilies lhe
othsr party (if le!,ally pernrissiSle) to enable the other pirrty lg seek a prolectrve orde.
Neither porly rs re(tuired lo restrict work assibnments of its Represenlatives vJho have had access lo
Confidential ln[ornrirtion Each party agrees thai the use o, informalion relaiDed in Rep(esentatives'
Lrnaided rnenrcries in the devolopment or deployrnent ol lhe parties' respeclive 0roducls or servic€s does
not create liabiny under llris Agreen'rer)t or trade secret larv, and each parly agrees lo linrit whal it
(liscloses lo tlre otner accordir)glv.
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These obliqalion: apply (i) for Crrslomer Dala rrntrl rl rs (ieleted frorn lhe Oiline Serlr'ices and {ii) for all
other ConFidenlial lnformalion. lor a period oI llve years atler a party receives the Confidential lnfornralion.
9. Privacy and compliance iitn u*".
a. Enrolled Affiliate conserrls to the processir'rg ol persoIal in foflnatiDn by Microsoft and ils ageDls
to tFcilitale lhe subjecl nEtier'of this Agreemenl, Enrolled Aflilrate r'/ill oblairr all requared
consents rrom lhird parties un(ler applicable privacy and (lala prolection lavi befofe providing
personal inlofi natiorl lo l,,licroson
b. Personal infolmation collected under this agreernent (i) tnay he lrarlslerred, slored and
processed in tlrc United Slates or any olher country in which Microso{t or its service provders
maintain lacilities aod (ii) ,r/ill be subiecl lo lhe privacy lerms sFecifie(l in the Use Rights
l icrosoft will abide tly lhe requirements oF Europeao Economic AIea and Swiss data proteclior)
FA?n 10.1U( ll SlSl (i0itlt ;l(tl' $20 liii . PilteTol ll
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law !'egar i'rg the colleclior), use, transler, relention, and olher ptocessirrg of pe(sonal clala
frun llre Euronean Ernrromic Aiea and Switzerlirnd.
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U,S. export. Productsand Fixesare sublectloU.S. ei(porljurisdiction. Enrolled At{iliate musl
comply with all apPlicallle in,lernational and national la\,,/s, including lhe u.S. Eyporl
Adnrrnisiration Reg[latiDns and lnlernattonal Traflrc in nrms Regulations. and end,USe., en(l
use and deslination reslricllons issued by U S. and olher goverfrnents relaled to fulicrosofl
producls, services and lechnologies
10.Warranties.
a Lirrritecl warranties an(l rernedies.
(i) Software. lvlicrosoll warraAts that each versaon ol the Soth,rare v/ill pedonn s[bstantially
as described in lhe applicable Prod(rct docun'rentation lor one year fronr the date the
Enterprise is firsl license(l,lor lhat version ll il does nol and lhe Enlerprise nolifies
lvlicrosolt $ithin lhe v,/arranty lenr llten tulicrosofl will. at its oplion ('1) return lhe price
Enrolled nlfiliate pai.l For the Soitlvare license, or (2) re0air or replace lhe Software
(ii) Online Services. lvlicrosoli warrarrts lhat eaclr Olrlrne Service will pedolr in accordance
wllh the spplicable SLA clrrring the E lerprise's use. TIle Enlerprise's fentedies For breacl]
of ihrs warranty .rre in the SLA.
Tlre refredies abov€ arc lh6 Erlterprise's sole r€tnedies ,ot brEach ol the vralanties in lhis
seclion Custorner wirives any br each ol yr'arranty clainrs nol made d uring lhe warranty period
b. Excltrsions. The lyarranties in this agreement do not apply lo probletrrs causL.d by accident,
abuse, or use r'r a l,t]anner irrcor'tsis(enl with lhis Ag[eernenl, including failure to rneet n]inimum
syslem le(luirernents. Theserwananlies (io oot apply to tree, lrial, pre-release, or beti,
DroduEls, or to conrponenls of Products that Enrolled AFliliale is permitted to redislribt e.
c. Disclaimer. Except for lhe'lirnite(l warranties at)ove, Microsoft provides no other
warrarties or condltions atid disclaitns a y other express, intplied, or statutoty
y,/arrnnties, including lvarrantles ot quality. litle. non-infringement, nrerchantability, al|d
fitness ,or a paflicular purpose.
1 1 . Defense of third party claims.
The parties will d'ltend each other against the third-party clainrs (lescribed in lhis seclion and will pay the
an]ouol ol any resulting adverse frnal lndgrient or apFroved settlement, but only if the delending Darty is
pronrplly notified in ,,,.rritin.q ol (he claim ancl lias the risht to conlrol tlre defense and any settlernenl of it. The
pa(y being deFended nrust provide the deterrding pany rvith all requesled assistance. rnlormalron, and
aulhority. The rlefending party 'r'lill reiml)urse the olhe. party for re.3son;ble oul-o[-pockel exf,eoses it incurs
ir'r providing assislance This section describes the parties' sole remedies and ent ire liability for such claims
a. By Microsoft- Microsolt will defend Enrolled Alfiliale againsl any third-party clainr to lh e extenl
il alleges thal a Prod!rct or Fix rnade available by fvlicrosof( for a fee and used wi(hrr\ the $cope
o[ tl']e license granled (unmodifie(l from the fornr provrded by Microsolt and nol conlbined wilh
aoylhirg else) rrrsappropriates a trade secrel or directly inlringes a patent, copyrighl,
lrademark orolher proprielary rightof a third parly. lf Microsoft is uoable to resolve a clairn of
infringenrellt under con]rDercially reasonable lerms, il may, at ils option. eilher (.tJ rnodiFy or
leplace lhe Pro(lucl o Fix wilh a lunclional equivalent; or 12) ternrinale Enrolled Affiliate's
license and relirnd any prepaid licBnse lees (less depreciation on a five-yea., straighlline
basis) for perpelual licenses and any amount paid for Online Ser,,/ices for any usage D€riod
aller the lenninalion dale l,.4,crosotl r,/rll not be ltable for an y c lahrs or damages dUe to Enrolled
Affiliate's contrnued use o[ a Protlucl or Frx alter being nolrfied lo stop due to a third,parly clain'].
h. By Enrolled Aftiliate. 'lo lhe exlent permilted by apl)licable law, Enrolled Affiliate !,lill defend
i,ilicrosoll agarnst any lhird-pat1y claini lo lhe exlent it alleges that: (1) any Custon]er Data or
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non-Microsoft sotlware hosted in an Online Service by Microson on Enrolled Affiliale's behall
misappropriates a lrade secrel or directly intringes a patent, copyright. lradernai(, or olhet
proprielary righl of a thild par1y, or (2) Enrolled Affiliate s Lrse of any Protlttcl or Fix, alone or an
combinatior lrilh anylhing else. violales the 1a,.,,/ or damages a lhird parly
12. Limitation of liability,
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For each P.oducl each parly s r)'ra ximunr, a jg re gate Iahrlrty t o the olher uflder llr is Agreerrer]l is I rniled
to direcl danlages tinally awarded in ar'r amounl uot lo exceed lhe amoullts Enrolled A,frliate was required
to pay for lhe appli.rable Products during lhetlern ot this Ag.eemenl, sulrjecl lo lhe following.
a. online Sorvaces. For Onllne Services, l\,I,crosoft's maxirnr.rrn liahilily to Enrolled n ffiliate for
any in,iide l givi[g rise tc a clairh will nol exceed llre amount Enrolle(l Alfiliate paid lor lhe
Ontine Servtce ctLrrino the 12 months betore the inci(ient.
b. Free Products and Distrihutatilo Code, For Producls provicled free of charoe and code
that Enrolle(l Alfiliate is aull)orized lo redistrib(le lo lhird parties wllhoul separale paymenl to
I\,ticrosolt, Mioosott's lialrility is limited lo direct darnages firally awardecl up lo US55,000.
c. Excl.lslons. ln no everrt will either parly lre liable lor ndirect, incidenlal, special. punitive, or
consequential damaqes, or fot'loss o, !se, loss of business inlotnalion, loss ol tevenue, ot
interruption ot business, howevdr caused or on any theory ol liobility.
(1. Exceptioas. No lirnitation or exblusions ,.?rll apply to liability arising o ut of either partys (1)
conlidentiality obligations (except for all liability related to Cuslo[']er Data, \4hich wrll remairi
subjecl lo the limitalions and exclusions above), (2) dcl'ense obligationsi or (3) violalion of the
ollrer party's intelleclual property liohts.
13.Verifying compliance.
a, Right (o vcrify compllarrce. Enrolled Allrliale rnust l(eep recor(ls relating to all use and
rlistribulbn of Producls by Enrolled Afliliate and its Affaliales ['liffosofl has the right. at rts
expense. to the extenl penrlilted by applicable lav/, lo verily con]pliance v{ith the Froduct's
license ternrs. Errrolhd ntfiliath rrl]sl plorrrplly provide lhe independenl auclitot witlr any
infornrallon tl're audrlor reasonably reqrrcsls in f(lrtherance ol the verificatior, ircluding sccess
to syslems running the Products,and evidence ol Licenses tor Producls Enrolled Affiliale lrostn.
sLrblicenses, o. (listribules lo lhrrd parties. Enrolled Affiliale agrees to conlplete Microsofl's
selt-audrl process, which lvlicrosofl nray requrre as a,r altelrrative to a lhild party audlt
h. Rernedles for non.conrpliance. lf verification or self-aLrdit reveals any unlicensed lrse o,
distribution. ther! wilhin 30 days'. {1) Enrolled Afiiliale nrust order sufllcienl Licenses to cover
lhal use or rlistrib!tion. and I2) if unlicensed use or (listrbuliorr is soli or rrore. Enlolled A,filiale
rnusl reimburse lvlicrosolt for the cost Microsoft has incurred in verification ancl acquire the
necessary addrtiorlal licel]ses ai,'t l25\n ot the price l.lrased on the lhen'crrrrenl price list and
Enrolled Affiliale price lcvel. Thb unlcensed use percent5ge is based on the lotal r)lrmber of
licenses purchssed conrpared td actual install base. lf lhere is no unlrcensed use. fulicaosolt !'rill
not subject Enrolled Afliliale lo ianother verifacation for al leasl or]e year. By exercising the
rights and proce(lures described above, ft4ic.osofl does not waive ils righls to enlorce this
ng[eerner)l or to plolect its intellectual properly by any otlre, n]eaos permiltecl by law.
c. Veiification process. Urcrosofl will nolily Enrolled Afliliate al least 30 days tn ad'/ance of its
intent to veriFy Enrolled Alfiliate's conrpliance !,,/ith the licellse leflns For lhe Ploducls Enrolled
Alfiliate and ils Atfiliates use or distrillute. tulrcrosoFl willengage an independenl audrlo., which
vr'ill be subject to.r conlidenlialily obligalion. A,ry xrformatioD collected in the self-audit wlll l)e
usecl solely lol purposes of clelerDinirls conlpliancc. Thrs verification will lake place during
nor,nal husiness llours and in a manner llEl does not interlcrc unreasonably with E rolled
Affiliate s operatiors
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14. Miscellaneous
a. Use ol con tractors. Microeolt riray use contractors to perform seNices, bLrlwrllbe responsible
for their pedornrance subi€ct to lh€ lerns of lhis Agreenreol
lr. Microsolt as ,rrdependenl coltrr"tol.. The p.rrlies are independent cont.actors En,olle(l
nfliliate and Microsott each rnav develop l)roducls independently,,vilhout using tho otheas
Conlidenlial lnlonrralion
c. Nolices. Nolices lo l"4rcrosoft nrlstbc senl lo llrc address on (he signalrrre f orn I Notices mirst
he in wriling and will be lreated as (lelivered on lhe date sho\,n on the relurn receipl or on the
cou.ier or lax conlinnation ol delivery. lrlic(osoft rnay provkie information to Enrolled Affiliate
atJoLrl upcomiog ordering deadlines. services, ar)d sullscrjption information rn eleclmrrlc lorm,
inclLrding by emajl to contacls provided by Enrolled Aftiliale. Enrails will l)e lrealed as (lelivered
on lhe transmission date.
(1. Agrccrncnl not exclusivs. Clrslon]er is free to enter into agre€nrenls lo license. use or
promole non-Microsof t products
e. Anle[drnenls. Arry arnenclmerit to lhis A!reemenl m(lst be executed by botlr parlies. except
thal l\,licrosofl may clrange lhd Proclucl Terms and lhe Use Righls frorn lirne to tirne h1
accordance \,,,ilh llre teflns ol lhis Agreernenl. Any conflic(i||g terms aod condilions conlained
in an Enrolled Afliliate's purchasL oder will not apfjly. Microsofl may require CUsloiner to sign
a ne!,r aq.eemenlor an arrencl)rent belore ar Enrolled nfhliate enters inlo an Enrollrnenl undeJ
this agreenrenl. r
f. Asslgrrlnent. Eitherparly rnay assrgn lhis Ag.esrnenl 10 an Affilial€. but musl notify the olher
pa(y in writing-of the assignnreht. Any olher proposed assignmenl rnusl be approved by t[e
non-assiqning pady in writing. Assignrnenl r'llllllql relieve lhe assigning p"rty ol its obligations
Under tlre assigned agreement Any attempterl assignment ,,villroLll required apDroval will be
void
!r. ADpllcable lawi disp(te resolltio[. TIle lernrs ol this Agreenlenl v,rll be governed hy lhe
lav,/s ol Cuslorner's stale. without giving effecl to rts confftct of laws- Displtes relaling to lhis
Agreemonl will be subiect lo applicable dispule ,€solulion laws of Custo[)er's stale.
h. Sevetability. llany pro,,/rsron rn this agreernenl is held loUe urlenlorceable, tl)e balance of the
igreerne,rl !,\,rllremain rn full force.lnd ef'ecl
i. Waiver. Failu.e to enfarce any'lrrovision of tlris agreer]rent will lrot conslilute a warver. Any
waiver musl be in \(riting and signecl l)y lhe warving party.
j. No thlrd.parly be eflclarles. This ngreement (lDes not cfeale any third.party beneficiary
rights.
k. S(rvival. All paovrsions sutuive terminaliorr or expiralion of lhis Agreerreot except those
re(luirirlg perfornEnce only during tlre ternr of the ngreement,
l. Managemcnt and Ref,ortlng. iustomer and/or Enrolled Afliliale may nranage account details
(e.9., contacts orders, Licerlses, sollware doxnloads) on Mkrosoft's Volume Licensiflg
Service Cenler
rrcr osoj
('vLsc')web
avtte
site (or strccessor sitei €t
ettecli/e date of lhrs A(]reel]renlhltI conr/li.c-e!s ildse center U pon the
axl any Errrollrnenls, lhe c ontact (s) identified lor lhrs fiurpose ,/ill be provided access 10 this
sile and nray sulhorize addrtional users and contacls.
rrr. Order of precedence ln lh e case of a con{licl bel,reen any documents in thrs Agreemenl lhat
is nol expressly resolved in lhose docunlenls, their terfi1s will conlrol ar) llre following or(ler Froltr
highest lo lowesl priorily: ('1) this Errterl:rise A(lreement, (2) any Enrollment, (3) lhe Procll.lcl
Ternls, (4) lhe Online Services Telms, (5) o((lers subn]illed utxlerthis Agreement, and (6) any
other docunrents in llris Agreeirenl. Tetms in irn arl]elldtnelll gorlrol over lhe amended
docurnenl and any prior ante drnents concerning lhe Same subject maller.
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n. FreeProducts. ll is ftrlicrosofl'S hrtent thal the lernrs ol lhis A0 ree ment a nd the Use Rights be
rn corl]plrarEe with all applicable lederal law and regulatiolls. Any free Product providBd to
Eorolled Aililale rs for llre sole irse and benefit of rhe Enrolled Alliliale. and is not l)rovided for
use lly or personal benefit of anry specific government en]ployee.
o. Voluntary Prodtlcl Accessibility Tenlplates. l,rlicrosolt stlppods the goven']r'r'reDl s obligaliDr'l
lo p.ovide accessible technologies to its citizens witlr disabililies as required by Section 508 ol
lhe Rehabilitation Act ol '1973, aod its stala lavi counlerparls. The Voluntary Prodrrcl
Accessil)ilily Tel|rplates ('VPATS') tor llre lJicrosoll techoologies used irr provjdirB tl']e Onlrne
Serurces can be found at Microsoft'E VPAT page. Further information regardirrg lvlcrosofl's
conrnilmert to accessibility can be found at llltpfhr'..lug,llq9sd].lgl}ElEu9.
p. Natoral disaster. hr the evenl of a "natlrr:rl disaster,' lricrosofl rnay provrde addltional
assislance or rights by Dostrnq them on lllp:i[{,!4lnricroso{t con) al such lime.
q. Copyrighl vlolatio[. ExceFl as set lb(h in tlre secllon above entilled 'Transfering ar]d
reassrgnang Lacenses", the Enrolled Afliliate agrees lo t)ay fo. and 6omply,,vith lhe terrns of thr.i
Agreenrenl and lhe Use Righls, forlhe Producls ituses. Except totlrB extent Enrolled Alliliale
rs licensed urlder llris Agreenli:nl. il lvill be responsible lo[ ils breaclr of lhis conlract and
violation ol Microsofl's copyri0hl in lhe Producls, includ ng payrnent Df License fees specilied
in lhrs Agreernent lor 0nlicelrsed use.
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fi 'Micrnsoft Volr.rrie I,ic.ensing
supp lemental Contact lnformation Forrn
This lollr aDplie$ to:E [,tBsA
lll Agreement
ILl Enrollnent,/Af hlrate Registrallon Fofln
lnsert primary errtily name il rnore lhnn one Enrollrnenl/Regislration
Fo.nr is submitted
Contact information.
Each party v/ill noiify lhe other in writing if any of the infonnalion in lhe following contact infoflnation
page(s) chanqes. The aslerisks (') indicale require(l fields, il lhe entlty cltooses to designale otheI
conlacl types, llre sarire required fields rnusl be corhplete(l lor each sectior). By providing contacl
inlorn'lalion, enlily consents to its use for purposes of adnrinistering lhe Enrollmenl by lvlicrosofl and othel
pa(ies lhat help l,ricrosoft adn'txrisler this Enrollment. The personal inlormation provjdeci in connection
with lltis agreer]renl ,.vill be rsed arrd protecle(l aacor(lirrg lo lhe privacy slalenrenl availahle al
lrttps iilici. n !!g !l! tajq:-oll.con].
1. Additional notices contact.
'fhis contact teceives all notices tltal are gent from Microsofl No online access is granted to this
individual.
Nnrnc ol entity' County of Rrversrde i
Contact nanre': Flrst Regina Last Funderl)urk
Contact erllall address' RFundelburk@rivco.org
Slreel ad(lroes'3450 14th Sheet, 4th Floor'
CiLy' Riverside Stalo/Province' California'Postal co(le' 92501-3861
Counlry' USA
Phone'951'955-2265 Fax
D This contacl as a tlrrrcl party (not llre en[ity). \y'/arning: Ihis contacl receives personally iCentifiable
informalion of the entjly.
2. Software Assurance manAger.
This contact will receive online permissioh6 lo rnanflge the Sollwa,c Assurafce benetils under tlre
Eruollment or Registr alion.
Name of el]tlty' Col lty of Rlvelside
Con(acl narne': Firsl Regina l-ast Fltnderburk
Contact emall add ress' RFunderburk@tivco.org
Street address'3450 14th Street.4th Floor,
City'Riverside State,Prov ince' Cali(ornia i Postal code^ 92501-3E61
SlFCorllrcll:1hFo,m(l.lA,l|.|D)(EflG)t(rit?0 I l)l-,roc t df :l
Ilris foror can be use(l in combinaliol with NIBSA, Agreerner)1, and Enrolhnent/Registration
llowever, a sgparale form musl t)e submrited for each enrollment/reorstralion. \irhen more lhan olre is
subnrilled on a signature forrr. For the prrrposes ol Illis form 'entity" can mean lhe signing eotity,
Cuslorrier, Enrolied AtfilEte, Goverlfirert Parlner, lrrstit(tron, or olhe/ parly er)lerilg inlo a volurne
licensino prograrn agr€gnlent Primary an(l Nolices contacls in this form will nol apply lo enrollmenls
or regislrations.
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Collnlry'USA
Phone' 951 -955-2265 Far
fl lhis contact is a third l)arly (not tlle enlity). Warning: Thrs contact receives personally identifiable
inforrnaliorl of the entity.
3. Subscriptionsmanager.
This conlacl will assign blsDt!, Expression. and TechNel Plus subscriptiolr licenses to the individual
subscfltrers under this Enrollnent or Regislration Assignnrerrt of lhe subscription licenses rs necessary
for access to any of lhe online benells, such aE subscriplion downloads. This contacl will also nanage
aIy complimentary or additional n']e(lia purclrases related to these subsclptions.
Name of eotity'County of Riverside
Cdntact Ia.ne': First Regirra Lrst Fun(lefburk
Contact emall arldress' RFunderburk@r ivco.orcr
Street a(ldress'3450 14th Slreet.4th Floor
City' Riverside State/Provirlce' California Postal code' 9250l-3861
Country'USA
Phorr€. 951-955-2265 Fax
! This contact is a thircl party (not the eotily) Warning fhis contact receives personally identifiable
ir)formation ol the entity
4. Online seruices manager.
This corrtact will be provi(led onlirre perrnissiorrs lo manage the online servicer ordered undef tlre
Enrollment or Registralion.
Nallrc ot entity' Counly ot Riverside
Contacl Darnea; First Luis Last Flores
Contact enrail address' LFFlofes@ivco.org
Street addr€ss'3450 14llr Slreel,4lh Floor
City' Riverside State/Province' California Poslal code' 92501-3861
Counlry'USA
Phone' 951.955-81 14 Fax
E This contact is a thrrcl parly (l|ol tlre enlily). Wsrning: This conlacl receives personally identiliable
information oF the entily.
6. Primary contact informaliotl.
An individual fronl inside tlre organizalion nrusl serve as tlre prinrary contact. This contact reccives online
adminislrator permisspns and nray grarlt orlline access to olhers. Tl\is corttacl also receives all nDlices
unless ldicrosoFl is provided ',!rillel.l nolice ol a clrange.
Name of ontitv' Countv of Rive16ide
SOC4nleall rloF drn(lJrr. llJOl(l;Nii)iO.lzi) l:l)Pagc 2 or :.1
5. Custorner Support Manager (CSM).
This person is designated as the Custon]er Support l,4anaEer ICSM) for suppon-lelalerl activities
Narne ol elltlty'Counly of Riversl(le
Co,rtflct name': First Luis Lasl Flores
Corrtact enrail ad(i ress' LFFIores@rivco.org
Strcct addrcss' 3450 14lh Street, 4th Floor
City'Riverside StatelProvi ce' CaliFornia Postal co(le' 92501.3861
Cou[try'USA
Phofle' 951-955-81'14 Far
Colllact narnc': Firsl Jirn Last Snrith
Coirtact emiil address' jimsmith@r r,/rg.arg
Slrcet address' 3450 14th Street. 4th Floor
City' Riverside State/Provlnce' CA Postal code' 9250'l-3861
Counlry'US
l)holle' 951 -231-5909 Fax
7. Notices contact and online administrator infomation.
This illdivialuil [eceives online adf)inislrDtor lrcrmissions and rir;Jy grant onlir]e access k) olhers. This
contacl alsD receives all notices
El Sanrc a.s /rrnary corlaci
Nanre of entity'
Contacl rrarne*; First Last
Contacl errall address.
Strccl a(l(lress'Clty" State/Province' Postal code"
Country'
Phone' Fax
ll This contacl is a lhird pany (not lhe enlityi. Warningr This conlacl receives personalty identiliable
inlorr]lation ol lhe entity.
S{4r:Drrracrtrk,Po.,ll(nrA,tNt),rStl(ilarJd2{,r 3l f_ ine J al 3
lr Microsoft
Program Signature Form
Volume Licensing
Proposal lDM8/6./MBSA number
Agreement number
Noto: Enter the applicablo aclive numb€E associ.ted with the document! bslow. Microsolt tEquilBg lhe associated ac1iv6
number be indicated h€rr. or lbted below as new.
For the purposes of this form,'Customef can mean the signing entity, Enrolled Affiliate, Government
Partner, lnstihrtion, or other party entering into a volume licensing program agreement.
This signature form and all contract documents identitied in the table below are entered into between the
Customer and the Microsoft Affiliate signing, as of the effective date identified below.
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and
understand the above contract documents, including any websites or documents incorporated by
reference and any amendments and (2) agree to be bound by the terms of all such documents.
* indicates required field
fr
DA
Select Plus Agreement x20-04874
<Choose Agreement>Document Number or Code
<Choose Aqreement>Document Number or Code
<Choose Aqreement>Document Number or Code
<Choose Aqreement>Document Number or Code
Select Plus Affiliate Reqistration Form x20-04921
<Choose EnrollmenURegistration>Document Number or Code
<Choose EnrollmenURegistration>Document Number or Code
<Choose EnrollmenURegistration>Document Number or Code
<Choose EnrollmenURegistration>Oocument Number or Code
Document Description Oocument Number or Code
Document Description Documenl Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Printod Titl6* Procurement Contract Specialist
Signature Oate' 07 117 12013
I entity nama)* County of Riverside
CO
I
FORPrinted First and Last lnes Mark
Name of E
Signature'
Tax lD 95€000930
ProgramSignForm(MSSignXNA,LatAm)EtBRA,MLI(ENGXOd201 2)Page I of3
Contract Document Number or Code
Customer
BY
Microsoft Licensing, GP
Printed First and Last Name
Printed Title
Signature Dale
(date [4icrosoft Affiliate countersigns)
Signature
Effectivo Date
(may be different than Microsotts signature date)
Microsoft Affiliate
Name of Entity (must be legal entity name)*
Signature.
Printed First and Last Name'
Printed Title"
Signature Date*
Customer
Optional 2'd Customer signature or Outsourcer signature (if applicable)
- indicates required field
* indicates required field
lf Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments,
include the appropriate form(s) with this signature form.
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 895 1 1-1 137
USA
Name of Entity (must be legal entity name)'
Signature.
Printed Fi6t and Last Name.
Printed Title.
Signature Date.
ProgramSignForm(MSSign)(l.,lA,LatAm)ExBRA.irL(ENGXOct20l 2)Page 2 ol3
Outsourcer
Prepared By: Name of Preparer
Email of Preparer
ProgramSignFom(MSSign)(NA.LalAm)ExBRA.l\rLl(ENGXOcl201 2)Page 3 of 3
!r Microsoft
Select Plus License Program Agreement State and Local
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
Defi n ition s-. --. -- -..1
3
3
3I
5
6
6
7II
9
How the Select Plus License program works...
How to establish pice level. ..........
License grant- what Registered Affiliates are licensed to run
How to know what Product Use Rights app|y.....,.......
How ao order Product Licenses-
Making copies of Products and re-imaging rights. .....
Transferring and reassigning Licenses
Term and termi n ation. -................. -. -... -
How to renew an
Restrictions on use.
Confidenti a1ity. .......
Warranties. ......... ..-.-.....10
Defense of infringement, misappropriation, and third party claims. .........-..-..-...-..-.-..-.............11
Limitation of liability.12
Miscellaneous 14
This Microsoft Select Plus Agreement is entered into between the entities identified on the signature form.
Effective date. The effective date of this agreement is the effective date of the first Affiliate Registration
Form or the date Microsoft accepts this agreement, whichever is earlier.
This agreement consists of (1) the terms and 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.
1 . Definitions.
ln this agreement the following definitions apply
"Affiliate" means
a. with regard lo Customer
(i) any govemment agency, department, oflice, instrumentality, division, unit or other entity
of the state or local government that is supervised by or is part of Customer, or which
supervises Customer or of which Customer is a part, or which is under common
supervision with Customer;
(ii) any county, borough, commonwealth, city, municipality, town, township, special purpose
district, or other similar lype of governmental instrumentality established by the laws of
Customer's state and located within Customer's state jurisdiction and geographic
boundaries; and
SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2)Page 1 of 16
Document X20"04874
Volume Licensing
Conte nts
Terms and Conditions
(iii) any other entity in Customer's state expressly authorized by the laws of Customer's state
to purchase under state contracts; provided that a slate and its Affiliates shall not, for
purposes of this definition, be considered to be Affiliates of the federal government and
its Affiliates; and
b. with regard to i4icrosoft, any legal entity that Microsoft owns, that owns Mlcrosoft, or that is
under common ownership with Microsoft
"available' means, with respecl to a Product, that Microsoft has made Licenses for that Product available
for ordering under a particular licensing program;
"Commercial Product" means any Product [,4icrosoft makes available for license for a fee;
"Contractor" means any third party supplier or other provider of computer technology or related services.
"Customer" means the entity that has entered into this agreement and its Affiliates;
"Customer Data" means all data, including all text, sound, software,or image files that are provided to
Microsoft by, or on behalf of, Customer through Customer's use of the Online Services.
"Fixes" means Product fixes, modiflcations or enhancements or their derivatives that Microsoft releases
generally (such as Commercial Product service packs);
"License" means Registered Affiliate's right to use the quantity of a Product ordered. For certain
Products, a License may be available on a subscription basis ('Subscription License"). Licenses for
Online Services will be considered Subscription Licenses under this agreemont;
"L&SA" means a License and Software Assurance for any Product ordered;
"Microsoft' means the Microsoft entity that has entered into this agreement by accepting Customer's
registration;
'Order" means the document Customer or Customer's Affiliate submits under this agreement to acquire
Licenses or Services;
"Online Services" means lhe Microsoft-hosted services identified in the Online Services section of the
Product List.
'Product' means all software, Online Services and other web-based services, including pre-release or
beta versions, identified on the Product List.
'Product List" means, with respect to any licensing program, the statement published by Microsoft from
time to time on the World Wide Web at htto://www.m icrosofl.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-speciflc 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 icrosoft.m/licensinq/contracts or at a
successor site.
"Qualifying Contract," means (1)an Enterprise Enrollment under a Microsoft Enterprise Agreement; (2)
any Enlerprise Subscription Enrollment entered into under a Microsoft Enterprise Subscription
Agreement, or a Select Agreement.
"Registered Affiliate" means an entity, either Customer or any one of Customer's Affiliates, identified on
an affiliate regiskation form that has been accepted by Microsoft and has submitted an Order under this
a9reement;
"Reselle/' means a large account reseller authorized by i/icrosoft to resell Licenses in a Registered
Affiliate's region under this program;
'Service Level Agreement" means the document specifying the standards Microsoft agrees to adhere to
and by which it measures the level of service for an Online Service.
SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2)Page 2 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 to
maintain its secrecy.
"use" or "run" means to copy, install, use, access, display, run or otherwise interact.
2. How the Selecf Plus License program works,
The Select Plus License program allows Registered Affiliates to acquire Licenses at discount pricing.
Customer and Customer's Affiliates can participate in this program if 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 Affiliates
identified in a Registration Form will be responsible for complying with the terms of that registration,
including the terms of this agreement incorporated by reference in that registration.
a. How Registered Affiliates acquire Licenses. A Registered Affiliate will acquire its Licenses
through its chosen Reseller. Orders will be made out to and submitted to the Registered
Affiliate's Reseller. Microsoft will invoice that Reseller according to the terms in the
applicable registration. The Reseller and the Registered Affiliate will determine the
Registered Affiliate's actual price and payment terms.
b. Choosing and maintaining a Reseller. Each Registered Affiliate must choose and maintain
a Reseller authorized in the Registered Affiliate's region.
c. Online Services. Online Services are provided as subscription services and are subject to
the unique terms set forth in the Product Use Rights and the Product List.
3. How to esfabrish price level.
Establishing price levels. Each Product offering is assigned a point value on the Product List and is
assigned to a Product pool. The Customer's price level for a pool applies to purchases made by all
Registered Affiliates under this agreement. Throughout the term of this agreement, the Customer's price
level for each Product and its associated Pool (Applications, Systems and Servers) will be level "D."
Customer does not need to acquire Producls in all pools. The price Microsoft will invoice Reseller will be
based on Customer's price level for the pool of the Product ordered. Throughout this agreement the term
"pice" refers to reference price.
4. License grant - what Registered Affiliates are licensed to run.
Registered Affiliates have the rights below once their registration is accepted by Microsoft. These rights
apply to the Licenses obtained under this agreement and are not related to any order of, or fulflllment of,
software media.
The ability to run current or later versions of a Product licensed under this agreement could be affected by
minimum system requirements or olher factors (e.9., hardware or other software).
a. General. At any time after their registration has been accepted by Microsoft, a Registered
Affiliate may run for its own benefit as many copies as it chooses, of any available Products it
chooses, provided that it submits Orders for all copies in the month in which those copies are
first run.
b. Use by Affiliates. A Registered Affiliate may sublicense the right to use the Products
ordered under this agreement lo any of its Affiliates, but Affiliates may not sublicense these
rights and their use must be consistent with the License terms contained in this agreement.
SelectPlus20l2AgrGov(US)SLG(ENG)(Oct201 2)Page 3 of 16
Document )C0-04874
c. When Licenses become perpetual.
(i) License only. Registered Affiliate's right to run copies of any Product for which it orders
only a License is temporary until the Registered Affiliate has paid for that License in full
and Microsofl has collected such payment. Thereafter, Registered Affiliate will have a
perpetual License to run the number of copies ordered in the version ordered.
(ii) L&SA or Soltware 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 agreement remain subject to the terms of this agreement and the applicable Product Use
Rights.
e. Non-Perpotual Llcenses. 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 varsion rights. A Registered Affiliate may run prior versions of any Product it Licenses
under this agreement. A Registered Affiliate may run different language versions of any
Product it Licenses under this agreement, provided that the License, L&SA, or Software
Assurance for that different language version is available at the same, or lower price, than the
price paid for the language version ordered of the same Product and License type.
How to know what Product Use Rights apply.
a. Product Use Rights. Iilicrosoft publishes Product Use Rights for each version of each
Product. The latest version of the Product Use Rights is available at
http://www.microsoft.com/licensinq/contracts.
(i) Product Use Rights for current and future versions of Products. The Product Use
Rights in effect on the effective date of the agreement will apply to all Registered
Affiliates' use of then-current versions of each Product, regardless of the date of the
Order. For future versions, the Product Use Rights in effect when those future versions
are first released will apply. ln both cases, subsequent changes made by N4icrosoft to the
Product Use Rights for a particular version will not apply to Registered Affiliates'use of
that version.
(ii) Product Use Rights for earlier versions (downgrade). lf a Registered Affiliate runs an
earlier version of a Product than the version that was current on the agreement effective
SelectPlus20l 2AgrGov{US)SLG(ENGXOct2012)Page 4 of 16
Document X20-04874
5
date, the Product Use Rights for the version licensed, not lhe version being run, will
apply. However, if the earlier version includes components that are not part of the
licensed version, any Product Use Rights specific to those components will apply to the
Registered Affiliate's use of those components.
b. Reservation of rights. All rights not expressly granted are reserved by Microsoft. ln lieu of
Customer's obligation to indemnify Microsoft under various provisions of the Product Use
Rights, Customer will be responsible for any cost or damages arising from any claim to which
Customer's indemnity obligation would otherwise apply.
6. How to order Producf Licenses.
a. Placing Orders. Registered Affiliate may purchase Licenses and Online Services Microsoft
makes available under this program by placing Orders with Registered Affiliate's authorized
Reseller. The price and payment terms for all Orders will be determined by agreement
between Registered Afflliate and its Reseller. When placing orders, a Registered Affiliate
must specify the country or countries where the Registered Afriliate will use the Licenses.
Microsoft may refuse to accept an Order if l\ricrosoft has a business reason to do so.
Microsoft may change the Products and subscription services available under this program.
b. When is the Registered Affiliate eligible to order rust Software Assurance? A Registered
Affiliate may order Software Assurance for copies of a Product, without the need to
simultaneously order a new License for those copies, in each of the following circumstances:
(i) Registered Affiliate may order Software Assurance for copies of Products for which the
Registered Affiliate has previously obtained perpetual Licenses through Upgrade
Advantage, Software Assurance, or any similar upgrade protection, so long as the Order
for Software Assurance under this Agreement becomes effective no later than one day
following the expiration of that upgrade protection, and (2) Registered Affiliate submits an
order for another term of Software Assurance for those Licenses prior to or at the
expiration of the previous term.
(ii) During the term of the Agreement (including any renewal term), a Registered Afliliate
may be eligible to order Software Assurance for copies of certain Producls licensed
through retail sources or from an original equipment manufacturer ("OEM"), provided that
the Registered Affiliate places its Order within the required time frame. The Product List
at htto://www. microsoft.com/licensinq/contracts identifies those Products that may be
enrolled in Software Assurance and the applicable time frame for placing an Order.
(iii) A Registered Afflliate may also order Software Assurance in any other circumstances
expressly permitted in the Product List.
(iv) A Registered Affiliate may renew Software Assurance ordered under this Agreement at
the time it renews its Order as described in the section titled 'How to renew an Order.'
c. How to confirm Orders. lnformation about Orders, including an electronic confirmation of
each Order, will be provided in a password-protected site on the World Wide Web at
httos://www.m icroseft.con/licensinq/servicecenter/ or a successor site that will be identified.
Upon Microsoft's acceptance of this agreement, Registered Affiliate's contact identilied for
this purpose will be provided access to lhis site.
d. lnvoices and payments. For any Orders for Software Assurance or L&SA, if the Registered
Affiliate elects to spread its payments over three years rather than payment in a lump sum, it
may make this election with its Reseller. ln such cases, Microsoft will invoice the Registered
Affiliate's Reseller in installments, the first installment upon receipt of the Order and
subsequent installments on each anniversary of the Order or the Affiliate anniversary month.
Any amounts for Licenses only (i.e. without accompanying Software Assurance) will be
invoiced to the Registered Affiliate's Reseller in full upon receipl of the Order.
SelectPlus20l 2AgrGov(US)SLG(ENGXOct201 2)Page 5 of 16
Document )(20-04874
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
djstribute them within its organization. Copies must be true and complete (including copyright
and trademark notices), from master copies obtained from a Microsofl approved fulflllment
source. The Registered Affiliate may use a third party to make these copies, but the
Registered Affiliate agrees that it will be responsible for that third party's actions. The
Registered Affiliate agrees to use reasonable efforts to make its employees, agents and any
other individuals that it allows to use the Products aware that the Products are licensed from
Microsoft and can only be transferred subject to the terms of this agreement.
b. 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 must be identical to
the Product, language, version and all components of the copies they replace and the
number of copies or instances of the re-imaged Product permitted remains the same.
(iii) Except for copies of an operating system and copies of Products licensed under another
Microsoft program, the Product type (e.9., upgrade or full License) must be identical to
the Product type from the separate source.
(iv) Any Product-specific requirements for re-imaging identified in the Product List.
(v) Re-images made under this subsection remain subject lo the terms and use rights
provided with the License from the separate source. This subsection does not create or
extend any warranty or support obligation.
Transferring and reassignrng Lrcenses.
a. License transfars. License transfers are not permitted, except that Customer may transfer
fully-paid perpetual licenses to:
Transferring Licenses to third parties. You may transfer fully-paid perpetual Licenses:
(i) if you are an agency of a state or local government to: (a) any other government agency,
department, instrumentality, division, unit or other office of your state or local government
that is supervised by or is part of you, or which supervises you or of which you are a part,
or which is under common supervision with you; (ii) any county, borough, commonwealth,
city, municipality, town, township, special purpose district, or other similar type of
governmental instrumentality established by the laws of your state and located within
SelectPlus20l2AgrGov(US)SLG(ENG)(Oct201 2)Page 6 of 16
Document )O0-04874
7
I
e. Ghanging a Reseller. lf Microsoft or the Reseller chooses to discontinue doing business
with one another, Registered Afflliate must choose a replacement Reseller. lf Registered
Affiliate or Reseller intends to terminate their relationship, the initiating party must notify
lvlicrosoft and the other using a form provided by Microsoft at least g0 days prior to the date
on which the change is to take effect.
your state's jurisdiction and geographic boundaries; and (iii) any other entity expressly
authorized by the laws of your state to purchase under stale contracts, or (b) an
unafflliated third party in connection with a privatization of an affiliate of agency as set
forth in (a) above or of an operating division of the Enrolled Affiliate or one if its afflliates
as set forth in (a) above, a reorganization, or a consolidation.
Customer must notify Microsoft of a transfer of license by completing a transfer notice form,
which can be obtained from http //www.microsoft.com/licensinq/contracts and send the
completed form to Microsoft before the license transfer. No License transfer will be valid
unless Customer provides to the lransferee, and the transferee accepts in writing, the
applicable Product Use Rights, use restrictions, limitations of liability (including exclusions
and warranty provisions), and the transfer restrictions described in this section. Any license
transfer not made in compliance with this section will be void.
b. lnternal Reassignment of Licenses and Software Assurance.
(i) For Products other than the desktop operating system upgrade. For Products other
than the desktop operating system upgrade, Registered Affiliate may internally reassign
Licenses to an Affiliate. However, Registered Affiliate may not reassign Licenses on a
short-term basis (90 days or less), or reassign Software Assurance or other upgrade
coverage separately from the underlying License, except as provided otherwise in this
agreement.
(ii) For desktop operating systems. The Registered Affiliate may not reassign desktop
operating system upgrade Licenses from one computer to another. The Registered
Affiliate may internally reassign Software Assurance coverage on desktop operating
systems upgrades from the original computer to a replacement computer internally, as
long as (1) the replacement computer is licensed to run the latesl version of that
operating system, and (2) the Registered AfJiliate removes any desktop operating system
upgrades from the original computer.
Term and termination.
a. Term. This agreement will remain in effect unless it is terminated by either party as described
below.
b. Termination without cause. Either party may terminate this agreement without cause upon
60 days written notice. Such termination will merely terminate either party's and its
Registered Affiliates' 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 nol otherwise terminated will continue in effect with respect to that Order.
c. Mid-term termination for non-appropriation of Funds. Enrolled Affiliate may terminate
this agreement or an Enrollment without liability, penalty or further obligation to make
payments if funds to make payments under the agreement or Enrollment are not appropriated
or allocated by the Enrolled Affiliate for such purpose.
d. Termination for breach. Either party to an Order may terminate il if lhe 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, l,4icrosoft will give Customer a copy of
that notice as well and Customer agrees to assist in attempting to resolve the problem. lf the
problem also affects other Affiliate registrations and cannot be resolved between Customer
and Microsoft within a reasonable period of time, Microsofl may also terminate this
agreement and all other Affiliate registralions 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
9
SelectPlus20l2AgrGov(US)SLG(ENG)(Oct201 2)Page 7 of 16
Document X20-04874
Affiliate of Customer, Customer must promptly notify l\4icrosoft of this fact, and Microsoft may
terminate the divested Registered Affiliate's registration.
e. Affiliate termination. lf (1) a Registered Afliliate terminates its registration as a result of a
breach by Microsoft, or (2) if Microsoft terminates Registered Affiliate's registration because it
has ceased to be an Affiliate of Customer, or (3) Registered Affiliate terminates a registration
for non-appropriation of funds, or (4) lvlicrosoft 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 perpelual basis, it may immediately pay the total remaining
amount due, including all installments, in which case the Registered Affiliate will have
perpetual Licenses for all copies of the Products it has ordered, or
(ii) lt may pay only amounts due as of the termination date, in which case the Registered
Affiliate will have perpetual Licenses for:"
1) all copies of all Products for which payment has been made in full (including the
latest version of Products under Software Assurance coverage), and
2) the number of copies of Products it has ordered (including the latest version of
Products under Software Assurance) for which payment has been made in
installments that is proportional to the total of payments made versus total amounts
due if the early termination had nol occuned.
Nothing in this section shall affect perpetual License rights acquired either in a separate
agreement or in a prior term of the terminated registration.
f. Effect of termination, When this agreement, a registration or an Order is terminated,
(i) Each affected Registered Affiliate must order Licenses for all copies of Products it has
run for which it has not previously submitted an Order. Except for the options provided
above in the event of lermination of a Registered Affiliate's registration, any and all
unpaid payments or any order of any kind, including subscription services, immediately
become due and payable.
(ii) Registered Affiliate's right to Software Assurance benefits under this agreement ends for
all Software Assurance for which payment has not been made in full.
10. How to renew an Order.
Microsoft will provide prior notice of expiration of any Software Assurance ordered under the
agreement advising Cuslomer of its Software Assurance renewal options. Microsoft may make a
change to this program that will make it necessary for Customer to enter into a new agreement to
renew Software Assurance.
To maintain Software Assurance coverage for any copies previously ordered under this
agreement, Registered Affiliate must submit an Order for another term of Software Assurance for
those Licenses prior to or on the expiration of the previous term.
Consequences of non-renewal. lf Registered Affiliate elects not to place another Order for
Software Assurance and it otherwise allows Software Assurance for any copies of any Products
licensed to lapse, then the Registered Affiliate will not be permitted to order Software Assurance
for those copies later without first acquiring L&SA.
Renewing Software Assurance. lf Registered Afflliate is placing an Order for Software
Assurance from multiple Select programs or is consolidating multiple previous Enrollments or
agreements into this agreement, please complete the multiple previous Enrollment form.
SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2)Page 8 of 16
Document X20-04874
11. Restricfions on use.
Registered Affiliate must not:
a. separate and use the components of a Product on two or more computers, upgrade or
downgrade components at different times, or transfer components separately, except as
provided in the Product Use Rights;
b. reverse engineer, decompile or disassemble any Product or Fix, except where applicable law
permits it despite this limitation; or
c. distribute, sublicense, rent, lease, lend, or host any Product or Fix except as permitted by this
Agreement, the Product Use Righls, or in a separate written agreement
12. Confidentiality.
To the extent permitted by applicable law, the terms and conditions of this Agreement is confidential.
Neither party will disclose such terms and conditions, or the substance of any discussions that led to
them, to any third party other than Affiliates or agents, or to designated or prospective resellers who: (1)
have a need to know such information in order to assist in canying out this agreement; and (2) have been
instructed that all such information is to be handled in strict confidence.
For the avoidance doubt, the parties acknowledge that this Confidentiality provision recognizes that when
there is a business need to do so, Microsoft and Customer may need to share/exchange their respective
Confidential lnformation with each other to develop a more meaningful business relationship. This section
provides Microsoft and Customer with a well-balanced, commercially reasonable and comprehensive set
of confidentiality terms that enable both parties to share/exchange a wide range of Confidential
lnformation with each other knowing with confidence that significant confidentiality protections are in
place. The confidentiality terms denoted below do not govern Microsoft's handling of Customer Data. ln
all instances under this Agreement, Microsoft's handling of Customer Data shall be governed as
described under various other provisions of this Agreement and by Microsoft's data security policy.
a. What is included. "Confidential lnformation' is non-public information, know-how and Trade
Secrets in any form that are designated as "confidential' or a reasonable person knows or
reasonably should understand to be confidential. lt includes non-public information regarding
either party's products or customers, marketing and promotions, or the negotiated terms of
Microsoft agreements.
b. What is not included. The following types of information, however marked, are not
Confidential lnformation. lnformation that:
(i) is, or becomes, publicly available without a breach of this agreement;
(ii) was lawfully known to the receiver of the information without an obligation to keep it
confidential;
(iii) is received from another source who can disclose it laMully and without an obligation to
keep it confidential;
(iv) is independently developed; or
(v) is a comment or suggestion one party volunteers about the other's business, products or
services.
c. Treatment of Confidential lnformation.
(i) ln general. Subject to the other terms of this agreement, each party agrees:
1) it will not disclose the other's Confldential lnformation to third parties; and
2) it will use and disclose the other's Confidential lnformation only for pueoses of the
parties' business relationship with each other.
SelectPlus20l 2AgrGov(US)SLG(ENGXOcU012)Page I of 16
Document X20-04874
(ii) Security precautions. Subject to the other terms of this agreement, each parly agrees:
1) to take reasonable steps to protect the other's Confidenlial lnformation - these steps
must be at least as protective as those the party takes to protect its own Confidential
lnformation;
2) to notify the other promptly upon discovery of any unauthorized use or disclosure of
Confidential Information; and
3) to cooperate with the other to help regain control of the Confidential lnformation and
prevent further unauthorized use or disclosure of it.
(iii) Sharing Confidential lnformation with Affiliates and reprssentatives.
1) A "Representative" is an employee, contractor, advisor, or consultant of one of the
parties or of one of the parties' Affiliates.
2l Each party may disclose the other's confidential information to its Representatives
(who may then disclose that Confidential lnformation to other of that party's
Representatives) only if those Representatives have a need to know about it for
purposes of the parties' business relationship with each other. Before doing so, each
party must:
A. ensure that Afflliates 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 Confidential lnformation. Neither party can control the incoming
information the other will disclose to it in the course of working together, or what that
party's Representatives will remember, even 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
governmenl demand that has the force of law. Before doing so, each party musl seek
the highest level of protection available and, when possible, give the other enough prior
notice to provide a reasonable chance to seek a protective order.
d. Length of Confidential lnformation obligations. Except as permitted above, neither party
will use or disclose the otheis Confidential lnformation for five years after it is received. The
five-year time period does not apply if applicable law requires a longer period or the Product
Use Rights provide a more specific requirement.
13. Warranties.
a. Limited warranty. Microsoft warrants 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 documenlation; and
b. Limited warranty term. The limited warranty for:
(i) Online Services is for the duration of Customer's use of the Online Service, subject to the
notice requirements in the applicable Service Level Agreement;
SelectPlus20l2AgrGov(US)SLG(ENGXOcU012)Page 10 of 16
Document X20-04474
(ii) Products other than Online Services is one year from the date Customer first uses the
Product; and
c. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matier of
law last for one year from the start of the limited warranty;
(ii) the limited warranly does not cover problems caused by accident, abuse or use in a
manner inconsistent with this agreement or the Product Use Rights, or resulting from
events beyond Microsoff's reasonable control;
(iii) the limited warranty does not apply to components of Products that Customer is
permitted to redistribute;
(iv) the limited warranty does not apply to free, trial, pre-release, or beta products; and
(v) the limited warranty does not apply to problems caused by the failure to meet minimum
system requirements.
d. Remedies for breach of limited warranty. lf Microsoft fails to meel any of the above limited
warranties and Cuslomer 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. DlSCLAli,lER 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 QUALIW, TITLE, OR NON.
INFRINGEMENT. THESE DISCLAIMERS WLL APPLY UNLESS APPLICABLE LAW
OOES NOT PERMIT THEM.
Defense of infringement, misappropriation, and third par$ claims.
a. Microsoft's agreement to protect. l,4icrosoft will defend Enrolled Affiliate against any
claims made by an unafrlliated third party that any Product or Fix that is made available by
Microsoft for a fee infringes that party's patent, copyright, or trademark or makes unlaMul use
of its Trade Secret. Microsoft will also pay the amount of any resulting adverse final
.tudgment (or settlement to which Microsoft consents). This section provides Enrolled
Affiliate's exclusive remedy for these claims.
b. Limitations on defense obligation. Microsoft's obligations will not apply to the extent that
the claim or award is based on:
(i) Customer Data, non-Microsoft software, modifications Enrolled Afflliate makes to, or any
specifications or materials Enrolled Affiliate provides or makes available for, a Product or
Fix.:
(ii) Enrolled Affiliate's combination of the Product or Fix with a non-Microsoft product, data or
business process; or damages based on the use of a non-Microsoft product, data or
business process; ;
(iii) Enrolled Affiliate's use of either Microsoft Trademarks or the use or redistribution of a
Product or Fix in violation of this agreement or any agreement incorporating its terms or;
14.
SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2)Page 11 of 16
Document X20-04874
(iv) Enrolled Affiliate's use of a Product or Fix after Microsoft identifies Enrolled Affiliate to
discontinue that use due to a third party claim.
To the extent permitted by applicable law, Enrolled Affiliate will be responsible Microsoft
for any cosls or damages that result from any of the above actions.
c. Enrolled Affiliate's agreement to protect. To the extent permitted by applicable law,
Enrolled Affiliate will defend Microsoft and its Affiliates against any claims made by an
unaffiliated third party that:
(i) any Customer Data or non-Microsoft software Microsoft hosts on Customeis 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.
Customer will be responsible for the amount of any resulting adverse final judgment (or
settlement to which it consents). This Section provides Microsoft's exclusive remedy for
these claims.
d. Rights and remedies in case of possible infringement or misappropriation.
(i) Microsoft's offerings. lf Microsoft reasonably believes that a Product or Fix may infringe
or misappropriate a third-party's intellectual property rights, lvlicrosoft will seek to: (1)
procure for Enrolled Affiliate the right to continue to use the Product or Fix; or (2) modify
or replace it with a functional equivalent to make it non-infringing and notify Enrolled
Affiliate to 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 .iudicial or government order, l\4icrosoft may terminate Enrolled
Affiliate's license or access rights in the Product or Fix. ln such a case, Microsoft will
provide Enrolled Affiliate with notice and refund any amounts Enrolled Affiliate has paid
for those rights to the Product or Fix (or for Online Services, any amount Enrolled Afflliate
has paid in advance for unused Online Services).
(ii) Customer Data or use of non-Microsoft software with Online Services. lf an
unaffiliated third party asserts that Customer Data or non-Microsoft software or
technology used by Enrolled Affiliate the Online Services violates their intellectual
property rights, Microsoft may ask Customer to remove the allegedly infringing item. lf
Enrolled Affiliate fails to do so within a reasonable period of time, Microsoft may suspend
or terminate the Online Service to which lhe 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 Affiliate promptly in writing of a claim subject to the Subsection titled
"Customer's agreement to protect." The party invoking its right to protection must (1) give the
other party sole control over the defense or settlement; and (2) provide reasonable
assistance in defending the claim. The party providing the protection will reimburse the other
party for reasonable out of pocket expenses that it incurs in providing assistance.
15. Limitation of liability.
a. Limitation on liability. To the extent permitted by applicable law, the liability of each party,
its Affiliates, and its Conlractors arising under this agreement is limited to direct damages up
to (1) for Products other than Online Servjces, the amount Customer paid for the Product
giving rise to that liability and (2) for Online Services, the amount Customer was required to
pay for the Online Service giving rise to that liability during the prior 12 months. ln the case
of Products provided free of charge, or code that Customer is authorized to redistribute to
third parties without separate payment to Microsoft, Microsoft's liability is limited to U.S.
SelectPlus20l 2AgrGov(US)SLG(ENG)(OcU01 2)Page 12 of 16
Documenl X20-04874
$5,000. These limitations apply regardless of whether the liability is based on breach of
contract, tort (including negligence), strict liability, breach of warranties, or any other legal
theory. However, these monetary limitations will not apply to:
(i) Microsoft's and Customer's obligations under the section titled "Defense of infringement,
misappropriation, and third party claims";
(ii) liability for damages caused by either party's gross negligence or willful misconduct, or
that of its employees or 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 Microsoft's liability arising out of or in relation to
Customer Data shall in all cases be limited to the amount Customer paid for the Online
Service giving rise to that liability during the prio|l2 months;
(iv) liability for personal injury or death caused by either party's negligence, or that of its
employees or agents, or for fraudulent m isrepresentation; and
(v) violation by either party of the other party's intellectual property rights.
b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTEO BY APPLICABLE
LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF
ITS AFFILIATES, OR CONTRACTORS, WILL BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST
PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS
INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS
REASONABLY FORESEEABLE. HOWEVER, THIS EXCLUSION DOES NOT APPLY TO
EITHER PARTY'S LIABILITY TO THE OTHER FOR VIOLATION OF ITS
CONFIDENTIALITY OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION
RELATES TO CUSTOMER DATA), THE OTHER PARTY'S INTELLECTUAL PROPERTY
RIGHTS, OR THE PARTIES' RESPECTIVE OBLIGATIONS IN THE SECTION TITLED
"OEFENSE 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.
SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2)Page 13 of 16
Document )(2G04874
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, to the extent permitted by applicable law,
to verify compliance with the license terms for the Products, at Microsoft's expense.
b. Verification process and limitations. Microsoft will provide cuslomer at least 30 days'
notice of its intent to verify compliance. i/icrosoft will engage an independent auditor, which
will be subject to a confidentiality obligation. Verification will take place during normal
business hours and in a manner that does not interfere unreasonably with Customer's
operations. Customer must promptly provide the independent auditor with any information it
reasonably requests in furtherance of the verification, including access to systems running
the Products and evidence of licenses for Products Customer hosts, sublicenses, or
distributes to third parties. As an alternative, l/icrosoft may require Customer to complete
Microsoft's self-audit process relating to the Products Customer and any of its Affiliates use
or distribute. Such information will be used solely for purposes of determining compliance.
c. Remedies for non-compliance. lf verification or self-audit reveals any unlicensed use,
Customer must within 30 days order sufficient licenses to cover its use. lf there is no
unlicensed use, Microsoft will not undertake another veriflcation of the same Customer for at
leasl one year. By exercising the rights and procedures described above, l\4icrosoft does not
waive its rights to enforce this agreement or to protect its intellectual property by any other
means permitted by law.
17. Non-Microsoft Software or Technology.
a. Registered Affiliate is solely responsible for any non-lvlicrosoft software or technology that it
installs or uses with the Products or Fixes. Microsoft is not a party to and is not bound by any
terms governing Enrolls use of non-Microsoft software or technology. Without limiting the
foregoing, non-Microsofl 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 l\ilicrosoft.
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 softlvare or
technology in the Products or Fixes, through its actions (e.9., through Registered Affiliate's
use of application programming interfaces and other technical means that are part of the
Online Services). Microsoft will not run or make any copies of such non-Microsoft softvvare or
technology outside of its relationship with Registered Afflliate.
c. lf Registered Affiliate installs or uses any non-Microsoft software or technology with the
Products or Fix, it may not do so in any way that would subject Microsoft's intellectual
property or technology to obligations beyond those included in the agreement.
18. Miscellaneous.
a. Notices to Microsoft. Notices, authorizations, and requests in connection with this
agreement must be sent by regular or overnight mail, express courier, or fax to the addresses
and numbers listed in this agreement. Notices will be treated as delivered on the date shown
on the return recei or on the courier or fax confirmation of delive ty
b. Assignment. Either party may assign this agreement to an Affiliate only. Assignment will
not relieve the assigning party of ils obligations under lhe 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. Microsoft will be responsible for their performance subject to the terms of this
agreement.
d. Severability. lf a court holds any provision of this agreement to be illegal, invalid or
unenforceable, the rest of the document will remain in effect and this agreement will be
amended to give effect to the eliminated provision to 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.
SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2012)Page 14 of '16
Document X20-04874
Microsofl Corporation
Legal and Corporate Affairs
Volume Licensing Group
One Microsoft Way
Redmond, WA 98052
USA
Via Facsimile:(425) 936-7329
Gopies should be sent to:
f. Applicable law; dispute resolution. The terms of this agreement will be govemed by the
laws of Registered Affiliate's state, without giving effect to its conflict of laws. Disputes
relating to this agreement will be subject to applicable dispute resolution laws of Registered
Affiliate's state.
g. This agreement is not exclusive. Customer is free to enter into agreements to license, use
or promote non-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 communications. ln the case of a conflict
between any of these documents that is not resolved expressly in the documents, their terms
will control in the following order: (1) these terms and conditions and the accompanying
signature form; (2) the Product List; (3) the Product Use Rights; (4) all registrations under this
agreement; and (5) all Orders submitted under this agreement. The terms of any purchase
order or any general terms and conditions Customer maintains do not apply.
i. Survival. Provisions regarding ownership and License rights, fees, Product use rights,
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.
j. No transfer of ownership. Microsofl does not transfer any ownership rights in any licensed
Product. lvlicrosoft reserves all rights not specifically granted. The Products are protected by
copyright and other intellectual property rights laws and intemational treaties.
k. Free ProducE, lt is Microsoft's intent that the terms of this agreement and the Product Use
Rights be in compliance with all applicable federal law and regulations. Any free Product
provided to Registered Affiliate is for the sole use and benefit of the Registered Affiliate, and
is not provided for use by or personal benefit of any specific govemment 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 N4icrosoft.
n. Privacy and Security. Microsoft and Enrolled Affiliate will each comply with all applicable
privacy and data protection laws and regulations (including applicable security breach
notification law). However, Microsoft is not responsible for compliance with any laws
applicable to Enrolled Affiliate or Enrolled Affiliate's industry that are not also generally
applicable to information technology services providers. Enrolled Affiliate consents to the
processing of personal information by Microsoft and its agents to facilitate the subject matter
of lhis agreement. Enrolled Affiliate may choose to provide personal information to Microsoft
on behalf of third parties (including Enrolled Affiliate's contacts, resellers, distributors,
administrators, and employees) as part of this agreement. Enrolled Affiliate will obtain all
required consents from third parties under applicable privacy and data protection law before
providing personal information to Microsoft.
The personal information Enrolled Affiliate provides in connection with this agreement will beprocessed according to the privacy slatement available at
htlps/tryutv,!!crosoft. com/licensinq/servicecenter (see footer), except that Product-specific
privacy statements are in the Product use rights. Personal data collected through Products
or Services may be transferred, stored and processed in the United States or any other
country in which Microsoft or its service providers maintain facilities. By using the Products
or Services, Customer consents to the foregoing. Microsoft abides by the EU Safe Harbor
and the Swiss Safe Harbor frameworks as set forth by the U.S. Department of Commerce
SelectPlus20l 2AgrGov(US)SLG(ENGXOct201 2)Page 15 of 16
Document )O0-04874
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 delails are in the Product use rights.
o. Natural disasters. ln the event of a "natural disaster", Microsoft may provide additional
assistance or rights by posting on htto://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 contract and violation of Microsoft's copyright in the Products, including payment of
License fees specified in this agreement for unlicensed use.
q. U.S. export iurasdiction. Products and Fixes are subject to U.S. export .iurisdiction.
Customer will comply with all U.S. Export Administration Regulations and lnternational Traffic
in Arms Regulation requirements as well as all end-user, end-use, and destination restrictions
issued by lhe U.S. and other governments applicable to this agreement. For additional
information, see htto://www.microsoft.com/exoortino.
SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2)Page 16 of 16
Document X20-04874
Micrdsoft Licensing, GP Document Summary Form
' This is for informational purposes only'
MSE#:
(MSLI
Tracking
Numbe4
3-0000003183189
Doc Tvpe:Signature Form
Do not modify the formatting or spacing of this Form above this text
Subsidiarv:
Country: United States
LAR/LAD/ESA
Dell Inc.
urilllProoramNersio
SLP SLG 2012
(lr,,lsll Scannang Code)
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ACCOUNT: County of Riverside I
Outsourcer Name;
Business Agreement Number:
Master Agreement Numb€r: 7756479
Agreement Number: 7557738
Purchase Order Number:
Comments:
10t12t2005Last Saved by Quinn G.eenly
Revision 3.9
712312013 2..02..23 PM
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lrl rutrosoft Volume Licensing
Program Signature Form
MBA/l'JBSA number Proposal lD
Agreement nurnb6r ll5bcrt r
Noto: Enter lhe appticable 8divs numbeF associated with the docum€nb below
number be indic€ted hBrg, or lbted below as new.
Microsoft requires the associated aclivo
For the purposes of this form, "Custome/' can mean the signing entity, Enrolled Affiliat€, Govemment
Partner, lnstitution, or other party entering into a volume licensing program agreement.
This signature form and all contract documents identified in the tabte b€lo\ry are entered into between the
Customer and the Microsoft Affiliate signing, as ol the effective date identified below.
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have receivad, read and
understand -lhe above contract documents, including any websites or documents incorporated by
reference and any amendments and (2) agree to be bound by the terms of all such documents.
" indicates required fielc!r\11
Select Plus Agreement x20-04874
<Choose Agreement>Document Number or Code
<Choose Agreement>Document Number or Code
<Choose Agreement>Document NuiTber or Code
<Choose Agreement>Document Number or Code
Select Plus Affiliate Ragistration Form x20-04921
<Choose EnrollmenURegistration>Document Number or Code
<Choose EnrollmenURegistration>Document Number or Code
<Choose En rollmenURegistration>Document N urirber oiCae
<Choose Enro llmenURegistration>Ddcument Number or Code
Document Description Document Number or Code
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Document Dsscription Document Nurnber or Code
Documenl Description Document Number or Code
Document Description Document Number or Code
Contract Document
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Pdnted TiUg- Procurement Contract Specialist
Signature Date' 07 l'1712013
entity name)' County of Riverside
Printod Fir€t and Last * lnes Mark
Slgnature'
Name of E
Tar lD 95€000930 FOR OV TY COUN
Customer
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ProgramSignForm(MSSignXtlA.LatAm)ExBF{A,MLl(ENGXOct201 2)
BY
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Microsoft Licensing, GP
Mlcrosofr Lhensing, GP
JUL 2 3 2013
Anthon y Dulaney
Printed Flrst and Laat Name
Printed Tltle
Signature Oete
(dato Microsofr Affilieto countersigns)
Signaturc
idosoft Licensing, GPEffrectlv6 Date
(may be different lhan Microsots signature dste)l,lv" r
Microsoft Affiliate
Optlonal 2nd Customer slgnaturc or outsourcor slgnature (ff applicablo)
\rdlicates requitedfield
' indicates requied field
lf customer requires physical media, additional contacts, or is reporting muhiple 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 Customefs
channel pariner or Microsoff iccouni manager, who must submit them to tfie following address. When
the signature form is fully executed by Microsoft, Customer will receive a confirmation copy'
Mtctosott Llcensing, G P
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Novada 89511-'1137
USA
ProgramsignFolm(MSSien)(NA,LatAm)ExBRA,MLI(ENGXtu2O1 2)Page 2 of 3
Name of Entlty (must be legal entlty namo)*
gignaturo*
Prlnted FirEt and Last Nam6'
Printed Tltl6'
Slgnaturo Date'
Name ot Entlty (mu3t bo legal entity name)'
Signature'
Pri-nlgd ElFf and Laat Name'
Printed Tltla'
Signature Date'
Customer
outsourcer
Prepared By: Name of Preparer
Email of Preparer
P.ogrsmSignForm(MSSagnXl.lA,t rAm)EsRA.MLl(ENGXOd20 1 2)Page 3 of 3
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Program Signature Form
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Noio: Enter the appllcablo acllvs numbers Gssoclatod wilh lhe documonls below. lvlicrosofl requlros lhe
essocial€d aclive number be indlcsled here, or lisled below as new,
For the purposes of thls form, "Customer' can mean lhe slgnlng entlty, Enrolled Afilllale,
Govornment Parlner, lnslitulion, or olher party enlering lnto a volume licenslng program ag16emenl.
This signalure form and all conlracl documenls identllied ln lhe lable below are enlered inlo betwgen
the Cuslomer and lhe Microsoft Affiliate signing, as of lhs offectlvo date ldsntillod below.
By signing below, Cuslomer and the Mlcrosoft Afflliate agree that bolh parlies (1) have received, read
and understand the above conlracl documenls, lncluding any websltes or documenls incorporated by
refer€nce and any smendments and (2) agree to be bound by the terms of all such documents,
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Amondment to Conlract Documenls CTM.FWK.CTC.AGR (8084445}
Contract Doc(ment Number or code
Name of Entlty.(ry/st Delggetsntlty name)'County of Rlverslde
srsnaturo' /,(hotffi
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srsnature Date' O/ /3O f Zo ZO
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ProsramSignForm(irSSlgnXNA,LatAm)ExBRA(ENG)(ocl2019)Pa96l ot2
Doqrmeol X2G12845
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Corporatlon
Printsd Title
Slgnature Bate
(dale MlcrosollAfliliats countB.slgns)
rst and Last Na me
Slgnaturs
Printed Fl
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oflfbehaondthAu
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Mlcrosoft Co oratlon
JAN 29 2020
Agreement Elfective Date
(may be di,lerent lhan Microsoll's
Microsoft Affiliate
Nama of Entlty (must bo logalentlty nams)'
Slgnaturo^
Prlnted Flr6t and La8t NsmB*
Prlntsd Title
Slgnature Date'
Oplional 2nd Customer signalule or Outsourcer slgnature (lf appllcable)
* indlcates raquircd lleld
' htdlcatos requlrod lield
ll Customer requlres addltional cpnlacls or ls reportlng mulllple provlous Enrollmenls, lnclud€ the
approprlate form(s) wlth thls slgnature form.
Aft6r lhls slgnature form is slgned by lhe Cuslomsr, send it and the Contr8cl DocumenlB lo Customer's
channel parlner or Mlcrosofl sccount managor, who must submil thBm to lhe followlng sddtoss. When
lhB slgnalure form ls fully execuled by Mi$osoft, Customsr wlll r€celve a conlhmation copy.
MlcroEoft Coryoratlon
Dept. 551, Volume Llconsing
6100 Nell Road, Sulte 210
Reno, Nevada 8951 1-1137
USA
Narne of Entity (must be legal entity name)"
Slgnaturei
Printed First and Last Name*
Printed Tltle
Signature Oate*
Oulsourcer
ProqramsisnForm(MSSlgnXNA.LatAn)ExBRA(ENGXOct201 9)Page 2 ol2
Docum€nl X20-'128{5
Customer
I
Amendment to Contract Documents
8084445
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Rtvco-8084445"M-
AMD2
Agr€oment Numb€r
Thls amendment ('Amendment") ls entered into between lhe parties idsntill€d on lhe attached pmgram
signalure form. lt amends the Enrollment or Agreement ldenlllled above. All t€rms used but not defined
in lhls Amendmenl will have the same mea lngs provided ln lhat Entollment or Agreement.
Enroll€d Aflillate ls ordoring Professlonal Ssrvlcss d€scrlbed ln the attached Slatement of Servlces
(SOS) In connectlon wlth the Products licensed by Enrolled Atfiliate under the Enrollment. The parlles
agres lhat the Enrollment ls amended to add the followlng terms that shall apply lo lhe services
descrlbed ln the SOS.
Terms and Condltlons
1. Deflnlllons. All t€rms dellned In the Agre€ment and lho Enrollment shell spply to thls AmBndinent
unless olherwlsB statsd. Addltional terms aro dolined 8s follows:
"Customor" means lhg legal Entlty that has enlered lnto lhe Agreement;
"cuslomer Dsta" m€ans all data, includlng sll text, sound, software, image or vldeo fles thet 8re provlded
to MlcIosoflby, oron behaltol Customer and ils Aflillates ln connecllon with Profssslonal Servlces;
"day' meanE a calendar day, excepl references that spedly 'business day'l
"Flx" or"Flx€E'means Product fixes, modificatlons, 6nhsncemenls, or thelrdellvslives, thet Microsoft ellher
releasos generally (such as Product servlco packs) orthai Mlcrosoft provldes to Customerwhen porforming
Professlonal Servlces to address a specilic lssue (includlng, but nol limlted to, workerounds, patchss, bug
fixes, beta fixes and beta bullds);
"Mlcrosoft" means the Mlcrosofl Affiliate ihat has entered lnto the Agreement and ils Affiliales, as
appropriate;
'Pre-Exlsting Work" meang any compulercode ormatsrlals doveloped or olherwlse obtalned lndependently
oflhe etforls ofa parly under a Statemenlof Servlcesi
"Profosslonal Servlces" m6ans all Product support servlces and Mlcmsoft consultlng servlcos or
advlce provided to cuslomer under lhls Amendmenl. "ProJesslonal Servic€s" does not lnclude onllne
Ssrvices:
'Servlcs Dollverables" m6ans any computor codo or malerlels, olher lhan Products or Fix€s, thal Microsoff
leaves wllh Customet at the concluslon ol Mlcrosoft's pedormonco of the Prof€sslonal Servlcesi
'Slat6ment of servlcg8'means any wo* ord€rs, servlce6 descriplions, or other descrlptlon of Prof€ssional
Servlc€s lhat lncorporatos this Amendmonti
Am.ndmantApp v4.0 CTII-FW(-CTc-AGR BD
Pego 'l of8
l\/lir r, :,:;r rii,
Microsoft Services Amendment to the Enterprise Enrollment
Federal, State and Local Government & Public Educational lnstitutions
"Trado Sscrot" means infomation that i8 not gon€rally known or readily ascerlainable lo the public, has
economlc value as a resull, 6nd has been subjecl to reasonable sl6ps undor lhe clrcumstancog to mainlain
its sccrecy;
"use'or "run" means to copy, lnslall, use, access, dlsplay, run or otherwise lnteractwlth;
"Volumo Llcsnslng Slts" means [!lp/dggllapjqlircq!:!iq9!qi!]gl!9$aq!s or a successor site.
2, Seryicos, The precise scope ol the Professional Services will be specilled in a Slatement of Services
Customer or any of Cuslomer's Atliliatos may enler into Slatements of Services under lhis Amendment with
Mlcrosoft's loosl Aflillatos. Mlcrosolt'8 abllity to delivsr the Profe6slonal Services depends upon Customgis
fulland timely cooperalion, as wellas the accuracy and completoness of any inlormalion Customer provides.
This Agreoment does not obligate 6ith6r parly or its Afllliat€s to enter into any Stalements ol Servlces.
3, Use, ownership, tighas ard rostrlct/orrs.
Producls. lJnless otherwi6e specllied in the Enrollmenl, us6 of any Product is govsrned by ths us€
Rlghls speciflo to each Producl and version and by the t€rms of lhe applicable llcense agreement.
b. Fixes and Serv/cas Dellvorahles.
Flxe8. Each Fix ls llcenssd und6r lhe same terms as tha Product lo whlch lt appllEs. lf the
Flx ls not provided for a speclllc Producl, any us6 lerms Mlcrosoft provides rrvith lhe Flx will
apply. lf no use terms ar€ provid6d, CLrslomer shall have a non.exclusive, peDelual, fully
peld.up license lo use and reproduc€ the Flx solely for its lnternal buslnes3 purposes.
Customsr may not modlfy, changB thE llle nsme orclmblne any Flx with any non-Microsoft
computer code, except as expressly permllted in the Agf66ment.
Prc.Exlstlog Work, All lights ln Pre-Existing Work will remain the sole property of lhe party
providing the Pre-Exlsting Work. Each parly may use. r€produce and modify tho other
party's Pr€-Exlstlng Work only as n6ed6d to perform obligatlons related to Prolesslonal
SeNices.
lll. Serylces Dellveratles, Upon payment in tull, Mlcrosoft granls Customer a non-ox9lusive,
non-lransferable, perpetual licenss to reproduce, use and modify the Servicos Deliverables
solely for Customor's intelnal business purpos€s, subjoct to tho terms and condltions in lhis
Amondment.
lv. Aftiliates' righls. Customer may only sublicense its rights in Services Deliverables and
Sample Code granted hereunder to its Aflillates, but Customeds Affillatos may nol
subllcsnse these rights. Cuslomer is responslble for ensuring its Alfiliales' compliance wlth
thls Amendment.
Non.Mlctosoft soflware and technolggy, Cuslomgr is solely r€sponsible for any non-Microsoft
soFlware or t€chnology that Cugtomer installs or uses wlth the Products, Fixgs or Servlces
D€llversblos. Customor msy not lnstgll or use non-Mlcmsoft Eoftware or technology ln any way that
would subioct Mlcrosoft's intelleclual property ort8chnology lo obllgallon3 boyond thos6 includ€d in
lhis Amendment.
d. Sarrpro Code. L,pon paymsnt ln full, Ml$osoft grants Customer a non-sxcluslve, pelpetual, non-
transferable license to use and modlFy any Software code provided by l\4lcroson For lh6 purpos€s of
lllustratlon ("ssmple Cods") and to reproducg and distiibul€ lhe obJecl cods form of the Sample
Code for Custome/s inlernal business purpqses only and nol lo any unafflllated thlrd party.
Rostrlcllons o, use. Customer must not (and ls not liconsad to) (1 ) reverse enqineer, de-complle
or dissssemble any Product, Flx or Servica Deliverable; (2) install or use non-Microso,l soltwero or
technology in Bny way that would subject Mlcrosofl's lntellectual prop€rty or technology to any other
llcense torms: or (3) worl( around any technlcsl limitatlons in a Product, Flx or Servlces Dellverable
or reslrictions ln Product documentatlon, Excepl as expressly permltted ln this Amendment or a
Slatemenl of Ssrvices, Customer must nol distribute, subllcense, rent, l6ase or lend any Product,
Flx or Service Dellverable, ln wholo or ln part, or us€ lhem to offor hosllng servlces to a third party.
Amendmenl,App v4.0 CTiM FW(-CTC.AGR
Pag€ 2 ol6
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BD
f. Rsservation ot Righls. Producls, Flxes, and servlce oellverables ar6 prolocted by copyright and
olher lntellectual property rlghts laws 8nd lnternational treaties. Microsoft reserves all righls not
expr€ssly granted ln thls Agreement No rlghts wlll b6 granted or impliBd by waiver or ostoppel.
g. Supporlabllry of Products. Supporl for Producls ls svallablo under the terms of a licensing
agreement, a separato Statement of Servlces or under lhe terms set forth at
htlor/lstloporl.nrlcrosoft.com or a succegsor slte.
4. Confldentlafity, Subjoctto lhe requiEments ofCustome/s publicrecords and trado s€cr€t laws (lf any):
"Confldenllal lnformation'15 non-publlc lnformatlon that ls deslgnated "conlidenllal' or that a reasonable
person should undorstand is confidentlal, and the terms of this Amendment. ll lncludes, but is not limlted to,
non-public informatlon regarding either party's products, features, marketing and promollons, and the
negoliated terms ofany Statement of Services.
Conlid€nllal lnformalion do6s not lncludo lnformation lh6t (a) becomes publlcly avallable withoul a breach of
thls Amendment, (b) the receiving party recelved lawlully from another source wllhout a confidentlality
obllgalion, (c) ls lndependonlly d€veloped, or (d) is a comment or spggestlon voluhieer8d about lhe olher
party's business, prod cls or servlces.
Each party wlll take reasonable steps to prot€ct the olh6r's Conlidenliel lnlormallon and will use the other
party's Confidential lnformallon only for purposes of ths partl6s' buslness ralatlonship. N€ither party wlll
disclose that Conlid€nllal lnformatlon (o thlrd psrtlss, excspt to its employoes, Alflllates, conlrectors, advlsors.
and consullants (collectiv€ly "Representatives") and then only on a need-lo-knowbasls, under non-disclosure
obllgalions at leEsl as proteclive as thls Agreement. Each parly remalns responslblB tor lhe uss of tho
conlidential lnformaiion by 116 R€pr€ssnlatlv6s and, ln the svent of discov€ry of aoy unauthoriz€d uso or
disclosure, must promptly notity the otherparty.
A party may disclose the olherparly's Conlidenlial InFormation if rsquired by law; butonly after lt notifles the
other party (lf legally permlssible) to enablo lhe oth6r party to seek a protecllve order.
Neith€r parly is required to r€strict work assignments of its representalivog who have had access to
conlldenllal lnlormalion, Each party agreos that uss of lnformatlon ln representatives' unaided memorles in
lhe devglopment or deploymsnl of the partlss' resp€ctlvs productE or servlces does not create liabllily under
lhis Amendhent orTrado Socrot law, and each party agrees to limit what it discloses to the other accordingly.
These obllgatlons apply for a period of five yoals atter lhi confldenlial lnlormallon ls received.
6. Compllance wlth appllcable laws, prlvacy and secu ty.
a. Customer consents to the processing of personal inlormation by Mlcrosoft and its agenls to facilitate
the subl€ct m€tGr oflhls Ameodmenl. Customer wlll oblaln sllrequlred consents lrom lhlrd parlles
(lncludlng Customor's conlacts, resollers, distribuloE, adminislrators, and employees) undor
appllcable prlvacy and data protection law before providing personal lnlormallon lo Microsofl.
b. Psrsonal lnfomatlon collected through Prolesslonal Servlces (l) may bs transbrrod, stored and
procossed ln tha Unitod Slatss or any oth€r country ln which Mictosolt or lts crntractors mainlain
facilities and (li) wlll be subject to lh€ privacy terms specllied ln the Use Righls. Microsofl will ablde
by lhe requlrements of Europsan Economlc Ar€a 8nd Swlss data protectlon law regardlng lhe
collection, use, trsnsfer, retenlion and processing of personal data from lhe European Economic
Ar€a and swltzorland.
c. U.S. Export, Microsoft Products, Flxes and Servlces Osllverabl€s are subi€cl to U.S. €rport
jurisdiction. customer mustcomplywlth all appilcablo lnternational and national laws, lncludlng th6
U.S. Export Adminlstratlon Regulatlons, the lnternatlonal Traflic ln Arms Regulallons, and €nd-user,
end us6 and destlnatlon restrlctions by U.S, 8nd other govornm€nts rElaled to Mlcrosoft Products,
serylces, and lechnologles.
6, Warrantlas
AmeodmentApp v4.0 CT[4-FWl(.CTC-AGR BD
Page 3 ofB
a. Llmlled wafian os and remadlas - Proressrora, Se/yr'ces. Microsolt warrants that lt wlll perform
Prolesslonal Servlcos wlth professional csre and Bklll. lf Mlcrosoft falls to do so, and Customer
nolilies Microsoft wllhln 90 days ol ths date the Professlonsl Servlces were performed, then
Mlcrosoft wlll, at lt6 dlscretlon, oilhar re-perform tho Prolesslonal Services or relurn th€ prlco pald
for lhem, These rom8dies are Customot's sols remedloE for br€ach of warrantles in lhls s8cllon.
Custom€r waivos any br6ach ofwananly clalms not msde during lhe wananty period.
b, Excluslgns. The warrenlisE in thi6 seclion do not covsr problGms cau6€d by accldent, abuss or
use ln a manner Inconsistent with this Amendment, lncluding fallure to m€et mlnimum eystem
requiromonts. These warrantlos do not apply to free, trlal, pre-release or beta Ptoducts or to
compononts of Products lhat Customeris permitted to rediskibute. DISCLAIMER. Excopt for the
llmltod warrantlgs above, Mlc106glt provldEs no olhorwarrantlo6 or condltlons aId dlsclalms
any other exprees, lmplled or slatulory warJanties, lncludlng warrantles of quallty,
morchantablllty, fltnosE aor a partlcular purposo, lltls and non-lnfrlngoment.
7, Dsfensa of thlrd-pafty claims,
To the extenl not piohibiled by applicable law, th6 parlios willdelond each olheragalnst the third-party claims
dsscribsd ln lhis soction and wlll pay ths amounl of any resulling adverse flnal judgment or approved
selllement, butonly lfthodefendlng party is promptly notilled in wri ng olthe claim and has the rlght tocontrol
the defense and any setllement ol it (subioct to (subjsct to 28 U.S-C. S 516 Is Customer is a Federal
Government agBncy). Tho party belng defended must provlde lhe defending pFrty wilh all requested
assistance, lnformatlon and aulhorlty, The defending party will reimburse lhe other parly for reasonable out-
of-pocl(et expenses it lncurs in providing asslstance. This section desc bes the partles'sole remedies and
entire liability for such clalms.
By Ml$osoft. Mlcrosoft wlll defend C$lomer against any lhird-party cleim lo the extent lt all8ges
that any Flx or Servlcas Deliverable mads availabl€ by Mlcrosoft for a fee and us6d wlthln the Ecope
of S€clion 3 of thi6 AmondmBnt (unmodilied from ths lorm provlded by Microsoft and not combined
with anylhing else) misappropriates a trade secrst or directly lnfringos a patent, copyrlght, or
trademark or other proprlelary rlght of a third party. lf lvllcrosolt ls unable to resolvo a clalm of
lnfringement under commorcially reasonable terms, it may, at lts option, ejther (1) modlFy or r€place
tho Flx or Servlces Dellvorable wlth I functional equivslent; or (2)lerminale Customer's licanss and
refund any ,e€s paid for such Flx(es) and S€rvlces Deliwrable(s). Microsolt will not be llabl€ tor
any alaims or damages du€ to Customels continued use of e Product, Flx or Servic€s Dellverable
afl6r belng notilied to stop duo to a lhird.party cl8lm.
b. By Customor. To thB extent permltted by applicebls law, Customer will defend Mlcrosoft
agalnst any third-party claim lo the €xtenl lt allogss lhat cuslomBfs use of any Fix or Servlces
D€liverablo alone or ln comblnatlonwllh anything els€, ylolates the lawor damagss a thkd party.
Notwithstanding lhe foregoing, Mlcrosofls rlghts set lorlh in lhis section (and the rights of the
third party clahlng lnlrlngemenl) shall be governed by the provislons of 28 U.S.C, S 1498, if
Customsr ls a Federal Governmenl agency,
B. Llmlta ons ot llab lty.
Each parly's maximum, aggregale liabilily lo the other is limlted to direct damages llnally awarded in
an amount nol lo exceod the amounls Customer was required to pay for th€ applicable Statoment of
Services, subJoct lo lhe following.
a. Froo Profosslonal sorvlcss and Dlstrlbutablo codo. For Professional Selvic€s ploviddd flee
of chargo and codB thal Oustomer is authorized to redislrlbute to lhlrd partles without a separate
payment lo Microsoft, Mlcrosoft's liablllly is limltsd to direct damages tinally awarded up to
us$6000.
b. Exclusions. ln no event wlll elther party bs liablo tor any lndlroct, i[cld€ntal, 6psclal,
punilive, or conssquentlal damages, or for loss of use, loss of businsss informatlon, loss
of rovenua, or lnlsruptlon of bu8lnoss, howovor cauaod or on 8ny thqory of llabllity.
Exceptlons. No llmltallon or exclusions wlll apply to liability arislng out of sllher party's (1)
conlidentlality obligations (except for all llablllty relatod lo Cuslomer Dala, which wlll remaln subject
CTM.FWICCTC.AGR
c
AmendmenlApp v4.0 BD
Pago 4 of6
a.
a. Notlces. NQllces must be senl lo th6 addrass on th8 slgnatura pag€ of lhls Amondment or on an
applicable Statement of Services. All notlaes, aulhorlzallon!, and r6qu6sts given or made ln
connecllon wllh thls Amendment must be ln wrlllng 8nd will be lrealed as dellvsr€d on tho dats
shown on tho rohlrn rec€lpt or on the courlea or fax conlinnatlon of dell\rery. Mlcrosott may provide
informallon to Customer aboul upcomlng oderlng deadllnos, servlcos and subscrlptlon lnformatlon
ln electronlc fom, including by email lo conlacts prcvidsd by lh€ Cuslomer, Emails will bo trgated
e8 dellv€red on th€ transmlsslon dalo.
b. Appltcahle law; dlsputo resolualon. This Amendment together wllh lhe applicable Statement of
Servlces wlll be governed by the laws set fonh In the Agreement,
Saverublllly. lf any provlsion ol thls Amsndment is hsld to be unenforcoable, the balance of lhe
Amendment wlll remaln ln full force and effect.
d, Walver, Failure to enforce any provisipn qf thls Amendment will not conslltute I walvet Any waiver
must be made in writing and signed by an aulhorlz€d representailve of lhe waiving party.
e, Sullval. All provlsions surviw terminallon or oxplrallon of thls Amendment, sxcspt lhoss requlrlng
performance only during lhe term of a Slatement of Servlces.
f, Mlctosoft as lndependont conlracaot. The parlles are lndspgndent conlractors. Customer and
Mlcrosoft each may develop products lndependently wlthout uslng ths othofs Conlldentlal
lnlorm 6tlon.
g, Use of conlnclors. Microsoft may use conlractofs to porform Professlonal Ssrvic€s but will bo
rosponslble fortholr psrformance subloct to lhe lBrms of thls Amondment.
h. lnsurance whlle pefiomlng Profossrona, s./yrcos o, Custo,rr6r's prolnrses. llllcrosoft wlll
m€lntaln lndustry-appropriate lnsurance coverage at all times when performing Professional
Sorvicss on Customsr'E pr€mlsss under lhis Am6ndmBnt vla commercial lnsrrancs, s6lt-lnsursnce,
or any olher slmlldr risk tinanclng altornallve. Mi$osoft will provlde Customer wlth €vldenc€ of
coverage on r€quesl.
l, Anendnenls, Any modllication to this Amendment must be executed by both parties, except that
MicrGon may change tho Product Terms and Us6 Rlghts ln accordancs wlth the terms of lhe
Agreemsnl. Any addltlonal or confllcllng lerms and condillons contalned ln Cuslomer's purchase
ord6r are expressly rajected 8nd will not apply.
J. No transfer of owrdfslrh. lvllcrosoft does not transler ownership rlghts In any Product, The
Products are protected by copyrlght and other intellectual property rlghts. laws and lnternational
lreatlos.
AmendmenlApp v4.0 CT[,4,FW(.CTC,AGR BO
Pag6 6 of I
to lhe limilations and exclusions above); (2) defense obligalions: or (3) violation of lhB other parly's
intellectual property rlghts.
L Tem and lamlnaflor,. Thls Amendmenlvrill remain ln €ff€ct untll terminated.
Either party may lerminat€ lhis Amondment al any time wilhout cause by giving the other party at least 60
calendar day6 prior wrlllen notlce. Terminating this Am6ndm6nt wlll not atfecl any exlsting Sl€t€ments ot
Servlces but wlll t€rmlnat€ Ihe ability of the partles to enter inlo Bubsequ€nl Slatemenls of Servlces.
Customer may termlnale a Slatement of Servicas upon 30 days' notics. Elther party tq the SlEtoment of
Services may termlnate it if lhe olher party ls ln matedal breach or default of any obllgation that is not cured
wlthln 30 calendar days' nollce ol such broach. Mlcrosoft may lermln8te a Statemont ol ServlcoE it Clstomer
falls to pay any involce lhat ls more lhan 60 days outstsnding, customer agrees to pay all fses lor
Prolessional S€Nices performod snd expenses incurred prior to lormlnation and any addltional amounts that
may be speci,led in a Stalomenl of Ssrvlces. Upon Mlcrosofl's receipt of paymenl for tho Prolesslonsl
Services, Cuslomeas Inleresls ln the servlces oeliverables wlll vest.
10, Mlscsllanaous.
,. Iaxos. lf any amounls are lo bs pald to Mlcrosoft, th6 amounts owed afe exclusive of at.ty
taxss. Customor shall pay all valus added, goods and Bervlces, sales, gmss rec€ipt8 or other
transaction tExss, fees, charu$ or surcharges or other slmllar taxes, chares or leos or any regulatory
co8l recovery and olher surcharges thal are owBd under lhls Amendment and whlch Mlcrosolt ls
permllted to collecl lrom Customer. Cuslomer shEll also be responsibls for an appllcabl€ stamp
taxes and for all other laxes lhat lt ls legally obllgated to pay, Includlng any taxes that arle€ on the
dlsklbutlon of provislon ol Prote$lonal S€rvlces by Customer lo its Affiliates. Microsoft shall be
re8pooslble for paymBnt of all laxes basad upon lls nsl lncome, gross rocelpts taxes lmposod in ll6u
of taxes on lncome or prolits, or taxes on Microsoft's propErty own€rship.
lfany taxos aro r€quirod to be withheld on paymenls made to Microsoft, Customer may deduct such
laxes from lhe ameunt ow€d and pay them to tho appropriate taxlng authorlty: provlded however,
lhat Customer shall promplly securo and dollver an omcial r€coipl for lhose withholdings and olher
documsnls rgasonably requ€stod by Mlcrosoft to clalm a forelgn lax credlt or rolund. Cu6lomor wlll
onsure lhat any laxo8 withheld are minlmized to lhe extent posslble under appltcabte law.
rr. No thlrd-party beneficlarles. This Amendment does not create and third-party benoticlary rights
Except for changes made by lhis Amendment, lhe Enrollmenl or Agreemenl idenlifiod above romalns
unchanged and ln fullforce and effect. lfthere is any confllct betw€Bn any provislon in lhis AmehdmBnt
and any provlslon ln lhe Enrollmenl or Agr€ement idBntified abov6, lhls Amendment shall control,
This Amendment must be attached to a slgnature form to be valld.
Microsoft lnternal Us6 onl
_Consulting Services Amendment for EA
Attach.docx
CTM CTM-FWK.C C-AGR BD
k, Professlonal Sotylcas paymentterms, Customer agrees lo p8y all Fsss ln a Slat6mont ot Sorvlcss
wilhin 30 days ot lhe date ofMlcrosoft's lnvolc€ unlo8s lhe Statgment of Servlces provldes otheMlse.
Mlcrosoft may ass8ss a linarce charga of the lesser of 18% per annum, accruod, calculated and
payable monthly or lh€ hlghest amount allowed by law on all pssl due amounls due to Mlcrosoft.
Microsoft wlll have no obllgatlon to conllnue to provids Prolesslonal SoNicos lf Custom€r falls to
make llmoly psymont.
Am6ndmentApp v4.0 CTM.FWK.CTCdGR BD
Pe96 5 ol6
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ACREEMENT # ITARC-00932
LICENSED SUPPORT PROVIDER (LSP)
AGREEMENT No. ITARC-00932
For
MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO.8084445
BETWEEN
COUNTY OF RIVERSIDE
And
ZONES, LLC
This Agreement is entered between the COUNTY OF RIVERSIDE, a political subdivision of the
State of Califbmia, (herein referred to as "COUNTY"), and Zones, LLC, a Washington Limited Liability
Company authorized to conduct business in the State of Califomia (herein reierred 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 parries agree as follows:
All Terms and Conditions of this Agreement No. ITARC-00932 shall govem purchase of Microsoft
products and services under Microsoft EA no. 8084445 by County through the LSP.
This Agreement shall be effective from November 01.2024 and continues in effect through October
31,2027, with the option to renew for an additional three-year period expiring on October 31, 2030,
with no obligation by the County ofRiverside to purchase any specified amount ofgoods or services.
In addition, the County may at any time choose to transfer the enrollment from one LSP to another
LSP pursuant to the transfer tenns set by Microsoft.
The period of performance for the enrollment with the LSP may be lbr 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 for products at the cost as stated in Exhibit A, incuned in
accordance with the terms of this Agreement. The COLINTY is not responsible lor any fees or costs
incurred above or beyond the contracted amount and shall have no obligation to purchase any
specified amount ofservices or products.
Non-Appropriations: The COUNTY obligation for payment ofthis Agreement beyond the cument
fiscal year end is contingent upon and limited by the availability oICOUNTY funding from which
paymenl can be made, and invoices shall be rendered "nronlhly" in arrears. In the Slate ofcalifomia,
Government agencies are not allowed to pay excess interest and late charges, per Govemment Codes,
Section 926.10. No legal liability on the part ofthe COUNTY shall arise for payment beyond June
30 of each calendar year unless funds are made available for such payment. In the event that such
1,
lic!rsiur l.()6 l0l I
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2. Period of Performance:
4
AGREEMENT # IlAR('-00932
Hold Harmless/Indemnifi cation :
4.1 LSP shall indemnify and hold harmless the County of Riverside, its Agencies, Districts,
Special Districts and Depaftments, their respective directors, officers, Board ol Superuisors,
elected and appointed ofllcials, employees, agents and represenlatives (individually and
collectively hereinafter rel'en'ed to as lndemnitees) from any liability, action, claim or damage
whatsoever, based or assened upon any services, or acts or omissions, of LSP, its ofilcers,
employees, subcontractor, agents or representatives arising out of or in any way relating to this
Agreemenl, including but not limited to propefty damage, bodily injury, or death or any other
element ofany kind or nature. LSP shall defend the Indemnilees at its sole expense including all
costs and fees (including, but not limited, to attomey fees, cost of investigation, defense and
settlements or awards) in any claim or action based upon such acts, omissions or services.
4.2 With respect to any action or claim subject to indemnification herein by LSP. LSP shall, at
Iheir sole cost, have the right to use counsel oftheir own choice and shall have the right to adjust,
settle, or compromise any such action or claim without the prior consent of County; provided,
however, that any such adjustment. settlement or compromise in no manner whatsoever limits
or circumscribes LSP indemnification to Indemnitees as set lorth herein.
4.3 LSP obligation hereunder shall be satisfied when LSP has provided to County the appropriate
form of dismissal relieving county from any liability for the action or claim involved.
Termination:
5.1 County may terminate this Agreement without cause upon thirty (30) days written notice
served upon the LSP stating the extent and effective date of termination.
5.2 County may, upon five (5) days written notice terminate this Agreement for LSP default, if
LSP refuses or fails to comply with the tems of this Agreement or fails to make progress that
may endanger perlormance and does nol immedialely cure such failure. ln the event of such
termination. the County may proceed with the work in any manner deemed proper by County.
5.3 LSP rights under this Agreement shall terminate (except fbr lees accrued prior to the date of
temrination) upon dishonesty or a willful or material breach of this Agreement by LSP; or in the
event of LSP unwillingness or inability fbr any reason whatsoevel to perlorm the terms ol this
Agreement.
Alteration or Changes to the Agreenrent
The Board of Supervisors and the County Purchasing Agent and/or his designee is the only
authorized County representatives who may at any time, by written order, alter this Agreement. lf
any such alteration causes an increase or decrease in the cost of, or the time required tbr the
performance under this Agreement, an equitable adjustment shall be made in the Agreement price
or delivery schedule, or both, and the Agreement shall be modified by written amendment
accordingly.
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R.vrs0n li06r202l
funds are not forthcoming for any reason, COLTNTY shall immediately noti$/ CONTITACTOR in
writing; and this Agreement shall be deemed terminated, have no further force, and effect.
AGRLLMENI # II AR('-OO9]]
7. Notices
All conespondence and notices required or contemplated by this Agreement shall be delivered to
the respective parlies at the addresses set fofth below and are deemed submitted two days after
their deposit in the United States mail, postage prepaid:
LSP
Zones, LLC
Attn: Imran Yunus
13915 Cerritos Corporate Drive, Suite A
Cerritos. CA 90703
RIVCO@zones.com
Insurance
Without limiting or diminishing the LSP'S obligation to indemnify or hold the COUNTY harmless,
LSP shall procure and maintain or cause to be maintained, at its sole cost and expense, the following
insurance coverage's during the term of this Agreenrenl. As respects to the insurance section only,
the COUNTY herein refers to the County of Riverside, its Agencies, Districts, Special Districts,
and Departments, their respective directors, officers, Board of Supervisors, employees, elected or
appointed officials, agents, or representatives as Additional lnsureds.
A. Workers' Compensatinn:
lf the LSP has employees as defined by the State of Califomia, the LSP shall maintain statutory
Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of
Califomia. Policy shall include Employers' Liability (Coverage B) including Occupational Disease
with limits not less than $1,000,000 per person per accident. The policy shall be endorsed to waive
subrogalion in favor of The County of Riverside. Policy shall name the COLTNTY as Additional
lnsureds.
B, Commercial General Liabilitl:
Commercial General Liability insurance coverage. including but not limited to, premises liability,
unmodified contractual liability, products and completed operations liability, personal and
advertising injury, and cross liability coverage, covering claims which nray arise tiom or out of'
LSP'S perforrnance of its obligations hereunder. Policy shall name the COUNTY as Additional
Insured. Policl,'s linrit of liabilitl' shall not be less than $2.000,000 per occurrence combined single
limit. Ifsuch insurance contains a general aggregate limit, it shall apply separately to this agreemenl
or be no less than two (2) times the occurrence limit. Policy shall name the COUNTY as Additional
Insureds.
C. lnsurance Requirements for IT Contractor Services:
COUNTY
Riverside County Information Technology
Attn: Procurement Contract Specialist
3450 l4n Street
Riverside, CA 92501
3
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AGREEMENT # ITARC-00932
LSP shall procure and maintain for the duration ofthe contract insurance against claims lbr injuries
to person or damages to properly which may arise from or in connection with the performance of
the work hereunder by the LSP, its agents, representatives, or employees. LSP shall procure and
maintain for the duration oflhe contract insurance claims arising out oftheir services and including,
but not limited to loss, damage, thell or other misuse of data, infringement of intellectual property,
invasion of privacy and breach of data.
Cyber Liability lnsurance, with limits not less than $2,000,000 per occunence or claim, $2,000,000
aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is
undeftaken by LSP in this agreement and shall include, but not limited to, claims involving
inl'ringement of intellectual property. including but not limited to inliingement of copyright,
trademark, trade dress. invasion ofprivacy violations, information thelt, damage to or destruction
of electronic information, release of private information, alteration of electronic information,
extortion and network security. The policy shall provide coverage for breach response costs as well
as regulalory fines and penalties as well as credit monitoring expenses with limits sufficient to
respond to these obligations.
If the LSP maintains broader coverage and/or higher limits than the minimums shown above. the
County requires and shall be entitled to the broader coverage and/or higher limits maintained by
the LSP. Any available insurance proceeds in excess ofthe specified minimum limits ofinsurance
and coverage shall be available Io the County. Policy shall name the COUNTY as Additional
Insureds.
D. General Insurance Provisions - All lines:
I ) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State
of Caliibmia and have an A M BEST rating of not less than A: VIll (A:8) unless such
requirements are waived. in writing, by the County Risk Manager. If the County's Risk
Manager waives a requirement for a particular insurer such waiver is only valid for that
specific insurer and only for one policy term.
2) The LSP must declare its insurance self-insured relention for each coverage required herein.
Ifany such self-insured retention exceeds $500,000 per occun'ence each such retention shall
have the prior u,ritten consent of the County Risk Manager before the commencement of
operations under this Agreemenl Upon notilication of self-insured retention unacceptable
to the COUNTY, and at the election of the Country's Risk Manager. LSP'S carriers shall
either; l) reduce or eliminate such self'-insured relention as respects this Agreement with
the COUNTY, or 2) procure a bond which guarantees payment of losses and related
investigations, claims administration, and defense costs and expenses.
3) LSP shall cause LSP'S insurance carrier(s) Io furnish the County of Riverside with either
l) a properly executed original Certificate(s) of Insurance and certified original copies of
Endorsements eft'ecting coverage as required herein, and 2) if requested to do so orally or
in writing by the County Risk Manager, provide original Certified copies of policies
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ACREEMENT # I1'ARC.OO932
9. General:
including all Endorsements and all attachments thereto, showing such insurance is in full
force and effect. Further, said Certificate(s) and policies of insurance shall contain the
covenanl ofthe insurance carrier(s) that a minimum of thirty (30) days written notice shall
be given Io the County of Riverside prior to any material modification, cancellation,
expiration or reduclion in coverage of such insurance. If LSP insurance carrier(s) policies
does not meet the minimum notice requirement found herein, LSP shall cause LSP's
insurance carrier(s) to fumish a 30 day Notice ofCancellation Endorsement.
4) In the evenl of a material moditlcation, cancellation, expiration, or reduction in coverage,
this Agreement shall terminate forlhwith, unless the County of Riverside receives, prior to
such effeclive dale, another properly executed original Certificate oflnsurance and original
copies of endorsements or certified original policies, including all endorsements and
attachments thereto evidencing coverage's sel forth herein and the insurance required herein
is in full force and effect. LSP shall not commence operations until the COL.INTY has been
furnished original Certificate (s) of lnsurance and cenified original copies ofendorsements
and iirequested, certified original policies ofinsurance including all endorsements and any
and all other attachments as required in this Section. An individual authorized by the
insurance carrier Io 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 retentior')'s or self-insured programs shall not be construed as contributory.
6) If, during the term of this Agreement or any extension tl,ereof, there is a material change
in the scope of services; or. there is a material change in the equipment to be used in the
perlbrmance ofthe scope ofwork: or, the term ofthis Agreement, including any extensions
thereot, exceeds live (5) years; the COUNTY reserves the right to adjust the types of
insurance and the monetary limits of liability required under this Agreement, if in the
County Risk Management's reasonable judgment, the amount or type of insurance carried
by the LSP has become inadequate.
7) LSP shall pass down the insurance obligations contained herein to all tiers ofsubcontractors
working under this Agreement.
8) The insurance requiremenls contained in this Agreernent may be met with a program(s) of
sel[-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 clainr arising from the perfonnance of this Agreernent.
9.1 This Agreement, including any attachments or exhibits, constitules the entire agreement of
the parties with respect to its subject matter and supersedes all prior and contemporaneous
representations, proposals, discussions and communications, whether oral or in writing. This
Agreement may be changed or modified only by a written amendment signed by authorized
representatives of both parties.
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ACREEMENT # I'TARC-00932
9.2 This Agreement shall be govemed by the laws of the State of Califomia. Any legal action
related to the perflonnance or interpretation of this Agreement shall be filed only in the Superior
Court ofthe State of Califomia located in Riverside, Calilornia, and the parties waive any provision
of law providing tbr a change of venue to another location. ln the event any provision in this
Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions will nevertheless continue in full force without being impaired or invalidated
in any way.
9.3 The following documents are attached to and incorporated into this Agreemenl:
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 Agreelnent No. 7756479.
E3) Amendments No. l- EA Custom Tenns CTM (Document 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 any terms or conditions sel lbfih in any of the attachments, purchase order(s), or
other document relating to the transactions contemplated by this Agreemenl, the terms and
conditions se1 fofih in this Agreement shall prevail.
9.5 This Agreement may be executed in any number of counterpans, 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 lhe requirements ofthe
Califbnria Unilbmr Electronic Transactions Acl (("CLIETA") Cal. C iv. Code $$ I 633. I to I 633. I 7).
for executing this Agreement. The parties further agree that the electronic signatures of the parties
included in this Agrremenl are inlended to authenticate this writing and to have the same fbrce and
efl'ect as manual signatures. Eleclronic 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 pursuanl to lhe CUETA as amended I'rom time to time.
The CUETA authorizes use olan electronic signature Ibr transactions and contracts among parties
in Califbmia, including a govemment agency. Digital signature means an electronic identifier,
created by computer, intended by the pany using it to have the same lbrce and efl'ect as the use ofa
manual signature, and shall be reasonably relied upon by the parties. For purposes of this section, a
digital signature is a type of"eleclronic signature" as deflned in subdivision (i) ol Section 1633.2 of
the Civil Code.
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ACREEMENT # ITARC-00932
9.6 If the entitv is a comoration. the sisna ol two comorate officers (the president, vice
ial Officer l.e. treasurer or asststanl treasurer
are reouired on the asreements. The SI gna tures must be in the following combination: president or
vice presidenl and secretary, treasurer or CFO. For example. the signatures ofa president and a vice
dent would be insufficient. If si e resoluti
authorizins the one offi c EI to bind the co mo ration. sisned bv the Board of Directors of the
corDoration. is required. The comorate resolution must authorize the si gnatory to sign aqreements
on behalf of the comoration.
lf the entitv is a limited lia bili tv colll nan y (LLC). the sisnatory is authorized sisner as set
forth in LLCs operating agreement.
lN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives
to execute this Agreement.
COUNTY OF RIVERSIDE, a political
subdivision of the State of Califomia
By
Ch uck ashington
Chair of the Board of Supervi
Dated:
ATTEST:
Kimberly Rector
Clerk of the Board
By,
APPRO VED A S TO FORM:
Minh C. Tran
Countr€ounsel
By
Paula ido
Deputy unty Counsel
Datcd:alc(zort
Rcvision l/06/2021
ZONES, LLC, a Washington Limited Liability
Company authorized to conduct business in
the State of California.
SrlM
DereL deSalher (Ju|9,202408 5l POr)
Name: Derek deBa kker
Title: General Counsel
Dated Ju|9,2024
7
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By:
1 lu /tut
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Exhibit A
Scope and pricing
LSP's Scope and responsibilities
The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider
(LSP) lbr Microsoft Master Microsofl Enterprise Agreement No. 8084445; Software Licensing,
Sofiware Support, Cloud Services such as Azure, lndustry Solutions Delivery (lSD) formerly Microsoft
Consulting Services (MCS), Microsoft Unified Suppot and Microsoft incident response. Microsofl
Select Plus Agreemenl No. 7756479.
The agreement with LSP as a LSP of the Microsoft Products and Services under Microsoft EA No.
8084445 is available for use by the County ofRiverside and govemmental agencies within the State of
Califomia. The LSP will serve as the liaison between the political entity for enrollments under the
Microsoft EA.
The Enrolled Affiliate shall work with the LSP to determine the annual payment, true-up commitment
schedule defined in their enrollment.
6. Each Alllliate will communicate to the LSP the cornpensation terms applicable to their agreement
The LSP will provide reports showing year to date annual spend according to Enrolled Affiliate's
specifications. Frequency will be determined by each Enrolled Affiliate (ie: monthly, quarterly, etc.).
The LSP will provide reports of licenses purchased and added on to enrollment according to Enrolled
Afflliate's specifications. (lntended for an enrollment that has licenses for multiple agencies within a
govemmenlal body - ie county, city, etc.) Frequency will be determined by each Enrolled Affiliate (ie:
monthly, quarterly, etc. ).
The LSP will provide. at tlie Enrolled Atllliate'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.
5
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AGRITLMLN I ll II'AR( -00932
3. The LSP agrees to extend the same pricing, terms, and conditions to every political entity, special
district, in the State of Califomia. lt is understood that other entities shall make purchases in their own
name, make direct payment, and be liable directly to the LSP oftheir choosing; and County shall in no
way be responsible to any LSP firr olher entities' purchases.
4. 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 Af'filiates are required to be submitted only through the Afllliate's selected LSP. Multiple
LSP's cannot service a single Enterprise Agreement Enrollment. Enrolled Affiliate may at any time
choose to transler their current enrollment from one LSP to another LSP pursuant to the transfer terms
set by Microsoft.
A(lREEMENl' # ITAR('-OO9]2
10. The LSP will provide training to the Enrolled Affiliate's Microsofl adnrinistrators orr 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 of training they feel would be
beneficial in their proposal.
ll. The LSP will provide documentation to the Enrolled Affiliate within 90 days of when Microsof't has
made a change to a license and advise of any grandfather or conversion rights within that same
timelrame.
12. The LSP will provide a short synopsis ofwhy an amendment is needed and the ramification ofeach
amendment to an enrollmenl 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 (Level
D). LSP's upliti 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 ofthis is to
track how many agencies within the State of Califomia piggyback off of the Master Agreement.
15. The LSP will be charged I .00% olthe annual enrollment sales amount to leverage the Riverside County
Master Microsoft Agreemenl No.8084445, and Select Plus Agreement No.7756479, which includes
Software Licensing, Software Support, Cloud Services such as Azure, Industry Solutions Delivery
(lSD), Microsoft Consulting Services (MCS), Microsofi Unified Support and Microsoft incident
response. This administrative fee will be an annual fee, per enrollment inclusive of Aifiliates Shadow
Enrollments.
16. The Servicing LSP shall provide Microsoft Enterprise Support Services from Microsoft to assist
customers leveraging this contracl vehicle in operation ofthe technology acquired and assist Riverside
Master Participants in maximizing the benefits of this investment.
17. The Sewicing LSP shall provide the ability to for the acquisition of Microsoft services as the demand
for individual product services or capabilities expand. The servicing LSP shall provide serices to
include Microsoft Unified, Industry Solutions Delivery (lSD), and Microsoft incident response. The
Servicing LSP will have a valid Microsoft Master Services Agreement on file with Microsoft in order
to resell Microsoft Unified Support, and lndustry Solutions Delivery (lSD). Additionally, the
contractor shall provide Microsoft dedicated Technical Supporl representatives and subject matter
experts provided via the Microsoft enterprise agreemenl to support and assist Riverside County master
participants in analyzing, architecting, implementing, managing, and operating solutions based on the
licenses previously acquired or to be purchased in accordance with the terms ofthe Microsoft enterprise
licensing program.
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AGREEMENT # ITARC-00932
18. LSP will be responsible tbr submitting a completed "Reporting of Active Enrollments" by January
I 5th of each year for the prior calendar year.
19. The County of Riverside Information Technology (RCIT) will invoice the Awarded LSP annually
based on the enrollments verilled from LSP Reporting of Active Enrollments.
20. Payment is due to Riverside County Infbmation Technology thirty (30) days from invoice date.
21. The administrative fee shall not be included as an adjustment to LSP's Master Agreement pricing.
22. The administrative fee shall not be invoiced or charged to the Enrolled Affiliate.
23. Administrative fee checks shall be submitted to:
Riverside County Inlbrmation Technology
Attn: Accounts Receivable
3450 l4th Street, 4th Floor
Riverside, CA 92501
Revrsiur I /06/2(12l
10
Item Description Price Level Markup 7,
Enterprise Online Services+* (including Full USLs, From SA
USLs, Add-ons and Step Ups) M365 E3 and E5, Enterprise
Mobility + Security E3 and E5, Office 365 Enterprise El or
E3, Windows l0 Enterprise E3 or E5.
Level D 2.50
Enterprise Products (Office 365 Pro Plus, Windows l0
Enterprise, Core CAL Suite, Enterprise CAL Suite).Level D 2.50
Additional Products (M365 Fl, M365 E5 Compliance, M365
E5 Security, Office 365 Enterprise F1, Project Online, Visio
Online Plan I or Plan 2, Dynamics 365, Azure, SQL Server,
Windows Server, etc).
Level D 2.50
Server and Tools Product (applies to Server and Cloud
Enrollments only) SharePoint Server, SQL Server, BizTalk
Server, Visual Studio, Core Infrastructure Suites, etc.
Level D 2.50
All products for Select Plus Agreement N o.7156479.2.50
Microsoft Unified Support Services 2.50
Microsoft Consulting Services 2.50
Microsoli lncidenl Response 2.50
Pricins:
l. Microsoft Enterprise License Subscri ption and services
2, l,icense Support Provider (LSP) Solution Area Specific Capability:
Solutior Area Specilic Capability Nunrber Customer
Size Reference?
Number ofsuccessful customer production mail
deployments/mi grations'l 19 5 - 170,000
BAYHEALTH MEDICAL
CENTER
Ronald Belfont
Ronald Belfont@lBayhealth.org
Number of successful customsr production SharcPoint
deployments/mi grations?I2 TB
BAYHEALTH MEDICAL
CENTER
Ronald Bellbnt
RoDald Belfont(.r tsavhealth.olq
Number of successl'ul customer produclion Teams
deployments/migrations'l 9 30.000
ALLONE HEALTH
RESOIJRCES
Gwen Mueller
Gwen.Mueller(alal lonehealth.com
Number of successful customer production 'I'eams
Voice deployments/PBX migrations'l 30.000
Southern Califomia Edison
Mona Saxena
Sr Manager - App Dev
Mona. Saxena(alsce.com
Number ofpeople with specialized expertise on
technologies listed above 8
11
AGREEMENT # ITARC.OOg32
7
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Rcvrsion I /06/2021
3. License Support Provider (LSP) servicc rates:
AGREEMENT # ITARC-00932
Data and Artificial lntelligent Certifi ed Competency (Yes,t,lo)Hourly R8te (On
Prenlise)
Build Intellisent Apps Yes $190
Build Intellisent Asents NA
Machine Leaming Yes $190
Intemet ofThings $190
Globally distributed data NA
OSS Databases No NA
Cloud Scale Analytics No NA
Data Platform Modemization to Azure $190
Windows Server on Azure Yes $190
Security & Managemcnt Yes $2 r5
Datacenter Migration Yes $215
Modem Business Intelligence Yes $190
Copilot Yes $r 90
Biz Apps
Customer Service Yes $190
Field Service Yes $r 90
Marketing Yes $190
Talent $190
Finance and Operations Yes $190
Business Central No NA
Power Apps Yes $190
Power BI Yes $190
Apps and Infrastructure
Azure Stack Yes $r 90
High Performance Compute Yes $r 90
Cloud Native Apps using Serverless Yes $r90
Modemize Apps Yes $t90
SAP on Azure NA
Linux on Azure No NA
Dev Ops Yes $rc0
Business Continuitv & Disaster Recovery Yes $190
Windows Server on Azure Yes $r s0
Security & Management Yes $r 90
Datacenter Migration Yes $190
Modem Workplace
User Adoption & Change Management Yes $190
Security $190
GDPR & Compliance Yes $r 90
Teamwork Yes $190
Calling & Meetings Yes $r90
Modern Desktop Yes $ 190
Office 365 Migration Assistance Yes $ r90
Mail Yes $190
l eams Yes $190
SlrarePoint Yes $190
OneDrive Yes $190
Rcvision l/06/?021
12
No
Yes
No
Yes
Yes
AGREEMENT # I1'ARC-00932
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
5ales
Enrollment
Contact:
Enrollment
Contact
Email:
Enrollment
Contact Tel:
County of
Riverside
xx/xxl
xxxx
xxlxx
/xxxx John Doe
Rcvrsron l/0t'2(l2l
13
Exhibit B
AGREEMENT # ITAR("00932
Exhibit C
MICROSOFT LSP PARTICIPATION FORM
Jtx SI TH
cnie{ lnlbrmaton ollrcer MARTII.T P€REZ, ACIO
Enterpnse ,lpplrcrions greal
OARRYL POLX
ChistTechnolo9y Ofice.FlC T GUSTAVO VAZQTJEZ, ACIO
Converged Corlm('licClons B,rea.r,trIACY TILLI'AN
Oe9W Orreclor Admn - fT
AI{THOi{Y CHOGYOJT
Chle{ lnbrnralion Secrf,lty Ottcea
XARAN CHA'{DRAfl. ACIO
Technology S€rvices &r@u
Microsoft LSP Participation Fomr
(RFQ # ITAR(:-00532 .{.tt.cbD.na 2)
Complete this torm and relurn tg;
Attent o.r: Llfila Fakhoui
E-rnail: Iaktpu4Drivco oro
Paymant shguld ba mada io:
Rivetside Counv HqnEl,m TeclrEacgy
3450 14th Strcet. Fourth Floor
Riverside. CA 92501
County o, RiversK,e Tl,l #: 9ffi09OO
C-omparry tgne:7on€s I I C
l,lame litle: VP. Sales
Address: ,3915 Centos CorDorate Dfive. Sutu A Ceritos. CA 90703
City: Cembs ZF Code: 90703 TeleplD ne# 310,765-0 r 24
RIVCO@zooes.com
The Oounty ot F{versl(b ls tlte tDst ot the Micrpoc t M6terAgree[Ent tlo. 8084445. Alt questlfis regadrE
the pDdncls ald licensirE shodd b€ drected to Misosott
By s(rr{rE bebw. I zn agreelng to pqy lhe patlclpqtq| tees tor each enrollfiEtt thd ls establE t€d Dy
leveraging the Cour*y d Riversk e Mnsbf AgtEement in accoI(Erce to UE schedre reterBnced on FFQ #
rARC{0632 arx, arry srDseqtEnt cor*racls r, / or afiEndrn€r[s-
By srgning below. I atso agfee thal all erroBnerts nlll be subnltted to MrcDsoi direct lo eporl efio[m€fla
*tlvity rd conplyto ltE payrn€rn schedrle pe' RFO # ffARC"{Ds32 to Fuverslde Courty htormabn
Tectrpbgy
Please relecrEe tlE rcrninx|ce irrarndar AorE ttr rytErc to send the payrn€rn. Faihfe to colllp}/ mry
I€sttt lo UE a.rad beirE rcscind€d.
04t25t2024G,a tsnad a !x r'!rr
Stgnatqe
lmran Yunus
!
Date
VP. Sales
Rcvision I ()6/2021
TiUe
1,4
Pnnted Name
Fax #: MA Ernall:
AGRIiEMENI # ITAR( -00931
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 of the amendments previously required are now built into the enrollment document.
Customers utilizing the County of Riverside EA Master Agreement may choose either an Enterprise
Enrollment or a Server and Cloud Enrollment (or both) depending on their needs.
Standard Pricing Across all platforms
Microsoll will provide LSP's (authorized EA LSPs on this contract) with Govemment Level-D,
pricing offofpublished "LSP cost" all platforms. Azure discount is a f'actor ofthe consumption rate.
This will make it easy when calculating New, Additional product, and True-up purchases at the
beginning or during your Enterprise Agreement Term. It also reduces possible confusion among
partners.
E3 No charge Onboarding Services
Microsoft assisted onboarding is now a benefit of Ollicc 365,Microsofi lnlune Azure AD Prcrnium
and Azure RMS. Eligible customers will receive guidance from a dedicated group of onboarding
experts known as the Microsoft FastTrack Center (FTC) to onboard to these services. The FTC uses
an onboarding approach known as FastTrack to help you, your IT Team, and or Partner, confidently
onboard new users and capabilities. Programs are subject to change and/or evolve.
No Charge Security Incident Assistance
Microsoft will engage special security teams in the event ofan exploit ifyour organization leverages
Microsoft security technologies as pan 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 commihnent 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 at your anniversary to the original commitment 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 Microsofi Office is released during the tenn of your agreement, your licenses are
aulomatically upgraded to the new version.
EI
Oflice 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
Revision 1106,2021
15
E2
E4
AGREEMENT # ITARC.OO932
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 create a customized payment structure.
Step-Up Licensing: Volume Licensing customers with Software Assurance can migrate from a
lower edition to a higher edition software product while maintaining their Software Assurance
coverage on a given product. The Step-up License makes it easier for you to move from a lower
level edition to a higher-level edition without incurring the full cost of licensing two separate
editions of the software.
More information about the Software Assurance by products as listed above can be found at:
https://www. m icrosoft.com/en-us/Licensing/licensing-programs/software-assu rance-by-
roduct.as x?83f f dda4-a263 -4123-97 52-1.122538c0a95=True
16
Revrslon l/06/2021
ACREEMENT # ITARC-00932
Exhibit E
Microsoft Enterprise Agreements and Amendments
El)
E2)
E3)
E4)
Microsoft Enterprise Agreement No. 8084445.
Microsoft Select Plus Agreement No. 7756419.
Amendments No. l- EA Custom Terms CTM (Document No. CTM-CPT-oPT-FWK)
Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR).
Rcvision | /06/202 I
t7
E Min',:so'ft \/ol r.r rrr e l-,icens ing
Program Signature Form
i,ltsfulvlESA rt: rnher 004-kayleerl-S-04
Airseme[l nlmher t o8+++s
Nolc; Enler ttre applic:rllle :rctive nr:rnbers associ;rted vrilh the docunrr'nts belor.r, Microsofl reqrrires
the associale(l active nut)lbor be inclicated here. or lisled below as r)ew.
For the pumoses oJ lhis for'rn, 'Customer can mean lhe sillring entity, Enrollecl Affiliate,
Govertttnenl Parlner, lnslitrrlion, or olhe r party enlering into a voltrme llcensing nrogram agrecmenl.
This signalure lorrn ancl all conlracl docunrenls identilied in the lable lreloi are enler'ed into betweerr
lhe C.ltrstomer.rnd the lvlicrosolt Affiliate signing, as of thc elfcctivc cJatc identificd belol,r.
J
LUaz)oo
Ez)o
uy signing below, Cuslomer an(l the lvlicrosoft Aftiliale agree lhat both parlies (1) have received, reaql
unrl unrlerstarrd the above coDlracl docur'nents, including alry websites ordocumenls irrcorporatecl by
reference and any anrendmerrts and (21 agree to be bound by the terrns of all srich documcnts.
^l.l
(y
' itrcticalos tequired tield
. :'..,., , @EE@fiSiiar*'ff . - 4 r't, I
ii:'].,i: i{i' :,
:
Enlerprise Aereernenl x20-1 0209
.<Choose Agreernenlr Docttmenl Number or Code
<Clroosc Agrccruenl:Doctrmenl Number or Code
<Ghoose
<Clioose
{greenrenl> _
EnrolhilenUReqistration>
Docurrrerrl Number crr Code
Docunrenl Nutlber or.Cod-e -
Docurnerrt Nurtbs or Code
<Clroose Entolhlrent/ReOisl r;rtion>Docurnent Nrrrrrber or Code
<Chcrose EnrollmenUReoistrat ion>0ocument Nunrber or Code
<Choose ErrrollmenUReoislration>Document Numlier or Code
.:gI ogqq En rol,[Len]E e0 rgtrelig1.
Anret'ldment to Corrtract Docurnenls -tosup n t .t'lrtt!]lel-9!9pde-----
CTI\,1-CPT-OPT-FWK (ne,.v) _
um
,!'st.r,, ,l'" ;i if @i"tlii;-,rffiF;.; t: E :,,i. .'"frt
Name ol En t nanre)' Counly ot Riverside
Signatrrre'.-F
Printed First anrl Last Name'
PrintedTifle 5 r- ProCur<
R;c aa
'fia{t,i'r Q,
c,ir.l, s1-Cott SPe
Sisrralure oate' O 8/ Z Z/Z o t'7
Tax lD
@
Prtx;rdrrtSrl:r rl o, rn( I,lS SigrilillA, LatAr[!ErtsBA.MLllENG iiA(U2O l4 i Pag4 1 61 2
I
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Miirosoft Corporation
Si0rratrrre
Printed First a.rd Last Narne
Prlntod TIllo
Slgnatrrrc Oate
(dalc tulc,!solt Alr,lr6lc coo.rlcrsr0.lsl
Agreonlellt Eflective Date
{ri..y b.dflerpn: lhin l,/lld!!,rits sln.lulL dalcJ 8(e3 f,o l1
Optional 2nd Custorrcr signatore or Oltsourccr sigrr.rturc (if apPlicable)
Nanre of Enlity (must be legal entity nirne)'
Signatrrre'
Prlntcd Firs( arrd Last Narne"
Prlntcd Title
Sigrralure Date^
' ittlicales t cqui o.l lield
Name o, Entity (must bo logal entity namcl'
Sifine t rro'
Pritltod First and Last Narns^
Prillred Title
Signature Date"
' itclcales EqtNecl tiehl
lf Cuslonrer ,equires physical rnedlo. ad.Jiiional conlacls, or is rer)orlillg rrlultiple previous En,ollme^i5,
inc[rde lhe apDroprialc form(s) v]ilh thi$ signalure fomr.
rAller this si(,,iature forn] is sioncd by thc Coslonrer. send il i!nd lhe Cor(/3sl Docun)etlls lo Custonler's
challnelpartner or Micr'oso[l accoLrnt nranaoer, wl]ornustsubmll lhen] lo the following address V,/herr
tlrc signalure fon'r is fully eyecuted by Microsoft, Cusl4mer vrill recrive a ,ion[1lnataor] copy
M ic ro s of I Co rp ora t i o t r
Dept. 551, Vol!rne Licensm(
6100 lleil Road, Suit8 210
Rerrr.r. Nevad.r 8951 1. 1 137
USA
ail
b8half of
ratlon
oration
MlcroEoft CorP
Dul
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Co
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AUO 23
m-m@
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p.o0' r' nSi!:rr Tornrl MS Sinnri I A I a,/r nri:rR FA a,ll !{€ t(;l(A' 192r) 111
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f;l liliicrcrsol1
Amendment to Contract Documents
VoItrne l-icen:;irrg
004.kaylee(l.S-04
This ,rrrcrldmcnl ("Arncnd rcnl") is entered irrlo belweer llle frarlies identiligd on tlle allached nro(iarrl
signalureform. lt arnerrd6 the Errollrent or Ag reerDer rl iderrtilied bove- Alllefins uEe(l ltrl nol (lofined
in this Amen(lrnent vrill have llre same nreanings provided in that Enrollm4nl or Agreernerll
Enterprise Agreement
Custom Terms CTN/
1. Scclion 6a, .[crn
, is liereby arnended and restaled as lollovrs:
a, Tern. Tlre term ol lhis Agrcenlenl rvill rernair) in el[ecl unll'ss lerrr)inited Uy €ilher pa(ly
as des/jribed hel$., Etrch Enrbllnenl 'rill have the te,m provi(le.l in lhat Enro]lmcnl
2 The pricxr!, llrat lvlicrosoll \,/ill oflet Ernolled Allilirte':i Reseller for Enrollrrents effc.live
betlyeen Novenrber'1. 2019lhrough October 31, 2021. aod that vrill apply for lhE enlire initial
ter,n olsucll Ellrolhnenls, is as,ollows:
Producl P rice
Level
Examples lncludc bll arc not limitcd to
the lollowillg':
' lhs L\ gnlPlei inclu'Jo oi,l'no scru.cs llslare svlilrtrb n' eill €i ll)! ccln,rE:cial or lirveirl.ted crou<l tlle|,nE.'
''O'nltinn E.l.rprise Onkrc S.r!i.as iri r4er'tli.d h rlre laroitr.i 'l erns uith rl..rll rnh|e cl FtJ'iD tlrE t.,llres lor
'I'rol|di.. A!.'luiihly'. llE !.JLr.l €, crl,ire O:dnre .jEr!rce! is sulic.jl lc rl,!''4e !r Eil!,!ise O.line :iE,wce:
a16 auiled (rdaned4ei tal are,mled ll3ln tl)e C.rrtqlDriia DrcArarn c,lcrirr(t
ErclLrsiols apnly lo lhc addilionnl2o/o discount or EnlcrFrisL. ()olinc Serviccs as Iollo\rs
Errterprise Online Services"
(in6lualirr! l;ull USLs. lrrorn SA
USLs, Add ons ard Slep Upsi
EltCrnrise Pro(lucts Level D
l"evel []
rninus 2%
t1365 E3 and E5, Enlerprise Mobility +
Securily E3 and E5, Olice 365 E'rlarpr.se
E1 or E3, Wrrdorvs 10 Enlerf,rise E3 or Es
6irrd 65 E; FrJs, frrirozvs ro
EnterprEe. Core CAL SLrile, Ellterprse
CAL Suile
Level DAd(litiorral Products
Server and Tools Pro(luct
(applies lo serler arrd Cloud
Enrollflents only)
Level D
l\1365 Fl, Ivl365 E5 Complianc€, lvl365 E5
SocLrily, Oflicc 365 Errlcrlrisc Fl, Projccl
Ol]lirrc. Visio Or)|ne Plarr 1or Plar'] 2
[)ynanrics 365, Az(lre, SQL Server,
Windo,rs Server etc.
SharePoint Server, SOL Server, Bizlalk
Scrvcr. Visual Slrdio, Core lnfri!st.uclurc
Suiles, elc.
,^, r
'd "-'' ' 'c. rlripu v4 0 cl td.cPT.oPI-F|.lt(8D
. The price lisl nronlh that apdies to an order is not a faclor in (leterminirrg,,vhelher the
addiliorral2o/o discourrt on Enlerprise Onlirre Services ray be applied lo sn order. The
only applicahle faclgr Is lhe elfective dale of the Enrollrnent.
. lhe discount does nol anply lo ally extensiD|rs ol the ir]itial Tefln or r€nelval
Enrollmc.nls
. The discorrrrl .loes rrot apply to any prornolional Sl(Us Enrolled AlfiliJle is eotitle.l lo
lhe lo,,ver of the Fronroliot)al price or discor ted price
Tlrc price level lhat applies to Elrllfnertls elleclive on ar afler Noveolber 1 , 202 I is Level D tor
all l)ro. ucts
The Rcseller.nd llre Enrollecl Affi[3ta will dete.rninr-. the Enrdlled Afiillale's actual pric! anrl
Uayrirnnl lcnrrg.
Except for cl]arrg€s lllade by lhis A rendrr'\er]1, the Errrollrlent or Agreerrreol idenlified auove rerraills
unchangcd an(l in furll force and eflecl lf there is any conflicl bet\,reen any provision in this Amendnrerll
and arty prJyision tl llre Errrollrne l or Aqreernenl idcolilie(lal)ove, ,hi. Ai11cfl(Illelll sh,.rll (:onlrol
This Amendment must be atlached to a sigrature forrn lo be valid
Microsott lrrtc ra l Use O
Flivrtrside Coun(y EA Amen(l 8.7 docx 0 tN,l c1 i/-cP] -oPr-t:wK LIL)
,\nrernmer:l^[.fl rd r']CII I.CPI.OPI.F}/K BD
Prrll} ? ol ,
I
E' [/icrosoft Volr.rnre l-icensing
Enterprise Agreement State and Local
lJol lot llse wilh [r,.rasoll RUsirxrss AUree,renl o, f,'Iiirilsoll Frsnnss ar]ilSe,qk:ps A.rprlranl
This lilicrosofl Enterprise A(lreemenl (Agrdement') is entered into between the entities identilied on the
signatLrre forn I
Errective date, l lle e(feclive dEle of tllis Agieenreflt is the earliesl elfectiv€ dale oF any Enrollfient enlered
rnto Inder this Agreernent or lhe date ly'licrosolt accepts llris Agreen]ent, whichever is earliet.
This Agreement consists oI (1) these Agreement lerms aod conditiofs, rncl[ding any arnendrrer]ls and lhe
signature folm and all altachments identilied therern, (2) the ProdLrcl Terrns applicable to Products licensed
under this Agreernenl, (3) lhe Online Services Terrns, (4) a y Al,iliate Enrollment enle,ed irlto under this
Agreemenl. an(l (5) any order s(Dnritted under lhis Agreement.
Please note; Doaurnenls referenced in thrs igreemenf but not atlached to the signature Forln nlay be lound
at lrtto.//\,.,ww Inicrosolt.corn/lcensinn/contracls and are incorpordle(i in this Agreemenl l)y /eference,
including the Product Tenns and Use Rights. Ihese documenls may contain aclditional terms and
condilioos for Pror.lucls licensed under lhis Agreernenl anrl may be changed lrorn lime to time Customer
shoul(l roview such documents carefully, both at the time of signing a d periodically tlrereatler aod fully
understand alltefns and conditions spplicable to Producls licensed
Terms and Conditions
1. Definitions.
"Aftiliate" rneans
a, wlh regard to cuslomer.
(l) any government agency, deparlmenl, otfice, anstrumerrtalily, ciivision, urlit or olher enlity of
the stale or local governnient that is supervised by or is I)a( of Custorner, orwhich
supervises CLrslonrer or of whiclr Cuslollrer is a Dad. or v?lrich is under common supervisaon
,,,/ilh Crrstomer:
(iil any county. borough. comrironwealth, cily, mlrnicipali(y. lorvn, towrrship. spechl purpose
distlict, or other similar typb ol governmental instrunrent.llity eslablished by the laws ot
CustorneI s slale and located vr'ithin Customer's slate iurisdiclion and geographic
boundaries and
(iii) any other errlity h Custonre'r's state exprEssly a(lhorized by the laws oF Customer's state
lo purchase Lrnder slate co trscls; provided lhat a slate and ils Afliliafes shall not, for
purposBs oI this definition, he considered to be Affiliates of the federal goverrrnrenl and its
Alliliates: and
b. \c/ith regard lo Microsofl, any lergal entily thal l'ricrosoft owns, tlral or.,,ns l,ricrosotl, or that is
under comnron ownership , ilh Microsofi.
"Custolrler' means the legal enlity that has enlered into lhis AOreement with Microsoft.
"Cr.rstorner Data" means alldalb incltrd,ng Jlltert. sound, iollr,uare, image, or video files that are provide(i
lo lvlicrosofl by, or on behalf of. an Enrolled Affilisle and ils Afliliates through ose of Online Services.
"day" rneans a calendar day, except tor rl?ferences thal specify "business day'.
"Enrolled Affiliate" means ar) entily, either Cuslorner or a y one of CLrslorlrels Afiiliates lhal has erllered
into an Enrollment under lhis Agreemenl.
l:ll2olfini.tr (lrSlsl-(i(Erl(ii{llDv2{l l0)PigrlDfll
Uodnrent X2U-1U2[/:l
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''Erlrollmenl" means llte doournent that an Enrolled Afliliate sutlnlits under lhis Agreement to place orders
lor Pro(lucts
'Enterprise" mearrs an Enrolled Alf ilrale and thB Af liliates for whi';h il is responsible and chooses or'! ils
Enrollmenl to include in rts enterpflse.
'Fixes' rneans Prodtrct fixes, moclifications lor enhancements, or lheir derivalives. thal Microsoll either
releases ge er6lly(suchas Producl servrcerpacks) or provi(les to Crrstomer to address a specific issue.
"License" rneans (he riglrt to (lownload, insta'll. access an(l use a Product. Fo, ce{lain PrrtdLrcts, a Ltcense
rnay be available on a fixed term or subscription basis ('Subscriplion License"). Licenses lol Online
Se/vhes will tre co0sidered Subscriplroo Lrcenses.
'Nlicrosoft" nleans tlre Microsoft AfFiliale that has enlered inlo tlris Agreernenl or an Enrollnrent and ils
AlFiliates. ds appropriale.
"Online Services" rneans the l\,4icrosoit-lroslJd servi(:es klenlilied as Online Seryices rn tl're Product Ierms.
I
"Online Services Tenrls" nrearrs the addilidnal terms that apply to Custonrefs [Be of Online Services
puhlishe.l on the Vol(lnre Lrcensing Srte an(l'rrp(laled frorn llne lo trnre
"Product'means all l]roducts identified in the Prodrrcl Terrnri. such as all Softwale, Online Services and
other web.based services, including pre-release or bela versions.
"Product Terms'nreans lhe (locurnenl lllal piovides irfoonation aboul Microsolt Producls and Prolessional
Services a,,/ailable lhrouglr volunre licensing. The Prodrcl Terms documenl is published on lhe Volunre
Licensing Site and is updated.lrorn line to lime.
"SLA" nreans Service Level Agreement, uihiCh speciries the nrininrum service level ,or Online Services and
is p(blished on the Vohrme Licensing Sile,
"Software' l1reilns licerlsed copies of [,licrosdft sottware identilied on the lrroducl Terrns. Softwa.e does nol
include Onlirre ServiDes, but Soflware may be p"rt of an Online Service
'Software Assurarlce" is an olferinq Dy lvlicrosoft lhat provides nerv version rights and other benelits lor
Prod(Ets as further descrit,ed in lhe Producl'Ternrs.
'liade Secrel" nreans informalion thal is not generally kno!,/n or re6dily €scerlainabl€ to lhe public, has
econorhic value as a resull, aod has beerl subject [o reasonabl€ sleps under the ciriumslaoces lo rnainlair)
its secrecy, I
"use" or 'run" means fo copy, install, use, acpess, display, run or otherwise r)teracl.
I
"Use Righls' means the use rights or leflns ol service for eaclr Product pllblished on llle VolurDe Licensing
Sile and updated Fram lime lo tirne. The Use Righls supersede the lerrns of any end user license agreement
lhat acconpanies a Product. The Use Rights for Soflware are pubtished by Microsoft hr lhe Product 'l ernrs
The Use Righls for Orlline SeNices are published in ths Online Services Terms,
"Volun re Licensing Sile" Ireans htl lwi/.'r.rrllcros,)f l.corn/11,:ensi ,lco nl cts or a successor sile
FA2rll6,r,n(trli)Sl (:lFN(;XNov2li!ti!Fage2olll
norunenl X20.t0209
2.How the Enterprise program works.
a. Gelleral. The Enterp(ise progr:m consisls of the te rrs anct cordrlions on which an Enrolle(l
Att iale rnay acquire Producl Licenses. Un(ler the Enterprise program, Cuslonrer and ils
Afhlates mny o.der Licenses loi Products by entenng into Enrollmenls
l). Enrollmerts. The Enterprise prograrrr gives Custotrer andior its Afliliates the aDilily to enter
lnlo or]e or more Enrollnrents totorder Prorlucts, Subsctiption Enrollmenls may be available for
some of lhese Enrollrrents l,lot\,!/itl)standing any other provision ol lhis Agreement, only
Enrolled Atfiliat€s iclentified in a'n Eflrollment rtill be resportsible fo[ cornplying wilh the terlns
of lhat Errrollrrlent. incl'rdrr)! lhe lerms ol lhis Agreement rncorporated by reterence in that
Enrollnrent
b.
(1.
3, Licenses for Products.
Liccnse Grarrt. ft4icrosofl graols lhe EnlerJ)rise a non-exclusive. v]o. dwide and limiled riglrt
to dor/nload, inslall and use soflware Products, and lo access and use the Online Services,
each in the qlantity ordefed Lrnder aI EDrollmenl The righls granled are subject lo lhe lerms
of lhis AgIeeD]ent, the l.lse Righls an(l the Prod(rct Terms. IMicrosoft reserves all rights not
expressly granled iI lhis A!]reerhenl.
Duration of Liconses. Subscriplion Licenses and rnosl So[tware Assurance rights are
temporary afd expire,rhen the app|cable Enrollnent s terminated or expires, Uoless the
Enrolled Affiliate exercises a buy-out option. which is available lor sorI]e S!rbscriplioo Licenses
Ezcept as olherwise noled ir the apptical)le Eryollnlenl or Use Riglrts, all other l-icenses
becorne perpelual only 'xhen all paynrents lor thal License lrave been made and lhe initial
El.)rollmenl lefln has expired.
At)plicable Use Rlghts.
(i) Products (other than Orlirie Servlces) 'l he Use Riqhls in etlecl oil lhe elfective date ol
the applicable Enrollment lernr will apply lo Enterprise's use ol the versron ol each Producl
that is curreni al lhe time. For future versions and new Products. the Use Rights in eftect
when llrose versions and Prodrrcts are First released will apply. Changes Microsolt makes
lo lhe Use Rights for a partiiular version will nol apply unless tlre Enrolled Afliliate chooses
to have lhose changes apply. Ttre Use Rights applicable lo perpelual Licenses lhat lvere
ac<1r,rired rinder a previous agreemerrt or Enrollrnenl are deleflnined by lhe Agreernent or
Enrollment under wlrch they were acquired. Renewal oF Soltware Assurance does not
clrange which Lise Righls apply to those Licenses,
(ll) Onllne Scrvices For On|ne.Services, lhe Use Righls in elfecl on the subscription start
date lvillal)ply for lhe sLrbsciption term as delined in the Product Ternrs.
Downgrade rights. Enrolled Afiiliale rnay uSe a earlier version ol a Produclolher lhar Onltne
Services than the version that is c rffent on the effective dale oF the Enrollment. For Licenses
acquirecl in lhe currenl Enrolheht terrr, the Use Rights for lhe currer)l version apply lo lhe use
oF tlre earlier version lf the earlier Producl version includes featlres lhat a/e nol in lhe new
ve,sion, llren the Llse Rights applicallle lo the earlier',/ersion apply wilh respe';l to lhose
[eatures.
New Versiorr Rlglrts under Sottware Assurancc, Enrolled Affiliale rnusl orcler and maintain
contirruous Soflware Assurance boverege for each License ordered. Wilh Soflwa€ AssLrrance
coverage, Enterprise autornaticdlly has the riglrl to use a ne,,v version ol a licerrsed Product as
soon as it is released, even iF Enr olled Affifiate chooses r)ol lO use ll)e new version anlrnedlat€ly
{i} Except as olherwise perm iltbd u nder an E nrollment, use ol the new version will be subiect
lcl lhe new veEion's Use Riglrts.
(ii) ll the L icerse for lhe ea.lier ve.sion of tlle Prod0(l i$ perpetual at lhe linre the new vefsion
is release(I, the License for the new version \(ill also be perpelual. Perpetual Licenses
otllained through Soflware Assurance replace any perpetLral l-icenses lor lhe earliet
verslon.
Il-iconse conlirmation. This Agreement the applicsble Enrollment, Enrolled Affiliate's order
confirrnation, and any documentalion evidencing trans,ers ol perpetual Licenses. together v,iilh
proof ol payrr)enl. lvill l)e Enrolled nffiliale's evidence of all Licenses oblained (nder
"rnEnrollnrent
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E112D I 6nOr(USISLG{El'1G11No,20 I B)Pnlc 3 oI 11
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c. Licenses. Ihe types ol Licerses available are l1) Licenses ohlained urrder Soft!./are
Assuraoce (L&SA). ard (2) St|blcription Licenses. These Liccnse types, as well as arJditional
License Types, are further desciibed in lhe Producl List
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q, Reorganizalions, collsolidatlons aod privatizaliols. ll the number of ticerrses covered l)y
an Enrollmenl changes by nrole lhan len percenl as a result of (1i a reorganizetion.
consolidation o, privalizatiori ot arr entily or an operaling division, (2) a privalizatioo ol an
Alliliate or an operaling division ot Eorolled Alliliate or any of its Aftiliates, or (3) a consolidatiorl
jncluding a rnerger with a lhird parly thal has an existing agreemenl or Enrollmenl. Microsofl
will t/vorl( with Enrolled nffrliate in good taitlr lo dete,rnine how lo ,ccomrnodale ils r:hanged
circumslances in the collexl ol ihis Agreemellt.
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Making copies of Products and re-imaging rights.
a. Gcneral. Ellrolled Alfiliate rnay' n)ake as rnany copies of Producls, os il neecls lo drstribute
lhem within lhe EnterprisB. Copies must be true aod oornpl€te (inclrdi g copyriglrt snd
tradenlark rrolrces) lronr rrraster copies olrtained fronl a Microscfl approved ltrllilln]ent source
Errrolled Affi ate may Lrse a third parly to make these coples, but Enrolled Afliliate agrees it s/ill
be responsil)le for any third pa(y's actions. Enrolled Atfiliate agrees lo flrake reasor)able elforls
to nolily ils ernployees. agents. and any olher indivi(luals v,rtio use the Pro(lucts lhat the
Pro(lucls are licensBd lron) MErbsofl and subiect to lhe terms of lhi5 ngreerirent
b. Copies tor lrai,ring/evalriation and back-rp. For all l)roducls other than Online Services.
Enrolled Affiliate rnayi ('l) use (rp to 20 cornplimerllaly copies oF an7 licensed Producl il] a
de(licalerl lrairr lng facility on its prem ises for pu rposes of training on tlrat 0arlicular P rodu cl, i2 )
use up to 10 conrplinlentary copies of any Producls lor a 60-day evaluation period, and (3) use
orte cornplimentaty coF)y of irny licensed Product For- back-up or archival purposes lor each ol
ils distinct geographic iocations. Trials for Online Services may be available if specified irr lhe
Use Righls.
c. Right to re-image. ln certarn cases, re-irnagirlg is penlrilled using the Prod ct rnedia. lf the
tulicrosolt Producl is licensed (1) fronr an originalequiFmenl manufacturer (OElvl), (2) as a iull
packaged Producl lhrouglr a relail sorrrce, or (3) Lrn(ler another hricrosoll firogram, tlren media
provi(led ur)der this Agreerrenllrnay generally be used to creale irnages tor use n place of
col)ies provided through lhal separale source, This right is co ditional trpon the tollov,/ing:
(i) Separate Licenses nrust b€ acquired ironr lhe separate source for each ProcluEt that is re-
imaged,
(ii] Ihe Ploduct, lan0uag€, version, and componenls of the copies rnade rnusl be identical lo
llre Producl, language, version, and all conrponenls of the copies they replace and tlle
rurlher of copies or inslancbs of lhe re-irnagecl Product permitled renrains the sarne.
(iii) Ercept lor copies ol an operraling syslern 6nd copies of ProdLrcts licensed lnder another
Microsofi program, lhe Proa,ucl type (e 0.. Upgrade or Full Licsnse) re-inraged Inust he
identicalto lhe Product lype licensed trorn the separate source
(iv) Enrollcd Alfiliate ,nusl adhere to any Pr odu cl-specrfic processes or requiremenls for re-
lunaging idenlilied in the Proslucl Terms.
Re-imaged Pro(lucts remain sutiject to the ternls and L,se righls ol the License acquire(l f.onl
lhe separate source. This sullsection does nol create or exlend any l\rictosolt watranty or
support obligatiorl
Transferring and reassign.ing Licenses.
a. Licctlso lransfers. License lr3hgfers are not permilted, except tlrat Cuslomer or an Enrollecl
Alfiliate may lransFer only frilly'pr.iid perpet\rol l.lcenses to:
(i) an Afliliale, or
(ii) a third party solely in colne(:tion wilh the lranster of hard\,/are or enlployees to whorn llre
Licenses have been assigned as part of (A) a p, ivalizalion of an Altiliate or agency or ol an
[1120 lel\il(USISLGIEI]Gt{No,/20 I D}FagL. .1 oi I I
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operaling dvision ol Enrolled Al, iale or an Afliliate (Ll) a reorganizalion or (Cl a
consolidation. I
htt! l/ww/J nricrosoll coo rlli0ensine/nor rlr.cls and sendn g Ihe conrPleted lorn] to Microso,l
Upor] such trans[er Cuslorner :or Enrolled Affiliate mast uninstall an(, (liscontinue llsir,g the
li(:ensed Product arr(l render ani copies u,'rLrsable
Notiticatioll ol Llcellse TraIsler. Errrolled nffilate rrrlrst nolify ll,licrosoll ofa License lransfet
by cornpleling a license' transfer fornr, which Ean be oblairred frool
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belore tlre Llcense lransfer No License lransfer lvill be valid (rrless Errrolled Alliliale provrdes
lo lhe iransteree, and lhe transleree accepts ir'r uriting, documents suFficient lo enal)le lhe
lransferee lo ascertaill lhe scode, purpose and limilalions of the rights granled by i/icrosofl
under the licenses being lransferred (includingthe applicable Use Rights, use and transfer
reslriolrons, u/arrarrlies and tirnitalions ol liabrlily) Any License transler nol rnade ir conrpliance
with lhis seclion will be voirj.
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lnternal Assilrnnlertt of l-icelses ancl Software Assurance. Licenses and Soltware
Assrrrance must be assiglled to a single user or device wilhin the Enterprlse. l-icenses and
Solt?,/are Assurance may be reassigned within the Enlerprise as desoribed ir) the Use Rigltts
6 Term and terminalion.
a. Ternr. The te.rn of lhis Agreenr dnl will be 36 full calendar nronths fronr ihe eFfective dale ur r less
lerminated by erther party as described below. Each Enrollment v,/ill have the lerm ;:rovided in
that Eorollnrent.
b. Termlnatlon wilhout catlse. Either party nlay lerminate lh is Agreement, !./ithorlt cause, upon
60 da1,5,'v71111"n notice. l^ lhe ei/e.ll of ternrinatiorr. new Eurollments vJill not he acceFled, blll
any exisling Enrolhnenl lvill continue for the ternr ol such Enrollment and will conlinue to be
governed by ihis Agreernent.
c, Mid-term termlnallorr for norr.hppropriatiol of Funds. Enrolled Afliliate may terminate lhig
Agreemenl or an Enrollrnent srithout liabillly, Fenalty or lurther obligalion lo rnal(e payD]e,tts if
ft/nds to make paymenls under lhe Agreement or Enrcllnrent are not approprialed or allocrted
by lhe Enrolled Alfiliate for such purpose
(1. Termination lor cause. Without limiling aoy olher rernedies il oray have. erlher party may
lerrlioale an Enrollmenl if lhd olher party nralerially braaches ils gbligatiens under ll'tis
Agreement, including any obligalron to subryrt orders or pay rnvoices. Exceptwhere (he breach
is by its nature not criltrble wilhin 30 days, the lenninating pa.ly must give the olher parly 30
days'notice ol its inlenl to tErminale and an opfiorl\rnity to cure the breaclr.
lf !,Iicrosofl grves such rolice to an Enrolled AFFiliato. Microsoft also will give CLlslomer a copy
ol lhal nolice and Cuslonrer ad,ees to help resolve lhe breach. lf lhe breach af,ects other
Enrollnrents and cannot l)e resolve(l betyreen Microsoft and Enrolled Aftiliale, logelher with
C(stomer's help, v,/ilhin a,easonable period of lime, tulicrosoil rnay ternrinate this Agreenlent
and all Enrollnreots under it. lf an Enrolled Alfiliate ceases to be Customer's Affiliate, il nrust
pronrplly nolify tulicrosolt, and lllicrosoft nray lerminate lhe former Afliliate's Enrollmerrt if arr
Enrqlled Affiliate tenninales ils Enrolhnent as a result of a l)reaclr by Microsolt, or if Nlicrosofl
lernrinates an Er]rollmeot because Enrolled Alfiliale ceases to be Customer's Afiiliate, then
Enrolled AtliUate will har/e the e;dy ternrination rights described in the Enrollnrenl
e. Early ternination. lf (1)an Enrolled Affiliate terminales iis Enrollnrent as a resull of a breach
by Microsoft, or (2) if Microsoft terminales ar! Enrollme|t because lhe Enrolled Aftiliate has
ceased to be irn Afliliale ol Cuslorne., or (3) Enrolled Alfiliale terrninates an Enrollment foI nor)-
apl)ropriation ol FLrnds, or (4) Microsolt lerminates an Eflrollnrent for noll-payrnenl due lo non-
apl)ropriation oi hrrds lllen the Enrolled Afliliate v(lll)ave lhe lollowing oplions:
(i) ll may iDlnr€diately pay the lolal renraining amolnt due, inchrding all inslallrneDls. in which
case lhe Enrolled Aftiliate wlll have perFetual ri Ohts for all Licenses il has ordered: or
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(li) ll nray pay only arrounls due as ol lhe lerminatio n dale. inwhich case lhe Enrolled Affiliate
!,rill have perpelrral l-icenses for.
1) all copies ot Products (inc[rding lhe lalest version of ProdLrcts ordered under SA
coverage in llre current ter'rn) for which payrnent has been nEde in Full, and
2) lhe number ol copics of Producls it has ordered (including the lalesl version of
Products ordered under Soflware Assurance coverage in crrrrent lerm) lhal is
propo(ional to the tolalbl installmenl payrenls paid versus total amounls due (paid
and payable) if the early lerminalion hacl not occurred
(iii) lrr lhe case oF early lernination under subscription Erlrollments, Enroll€d Affiliale,xlll have
the lollowing oplions: r
1) For eligible Prorlucls. E;rolled Affiliate may obtairr per p€l ua I Licenses as describe(l in
tlre section of the Errrollmenl lilled "Buy-oul option," provided that [ricrosofl receives
lhe b(ry-oul order for thbse Licenscs wilhin 60 .lays alter Enrolled Affiliate provides
notice ol lernrinalion.
2) ln the evenl ot a trrealh l)y Mic,osolt. if Custorner chooses nol to exercise a buy-out. option. Microsoft will issire Enrolled Alfilaite a credit lor any amouflt paid in advance
for Subscription Licenses thal the Enterprise will not be able to use to do the
lerminalion ol lhe Enrollinenl
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llothing in lhis section shall aflecl perpeiual Licerrse rights ac(luired eilher in .i separale
agreement or in a prior terlit ofthe l€fllri,tated Enfollmer)t.
Effect of tc.minalion or expirailon. .VVhen ar) En/ollmenl expires or is termi[aled,
(i) Enrolle(l Alfitale must orderrLicenses for all copies of Prochrcls it has .un for which rl has
nol previously subnr tted an brder Anyandall unpaid payments lor any order of any kind
rernain due and payable. Excepl as provided ill the sutlsectior) litled "Early tetmination.' all
unpaid payments lor Licensas immediately become dllo and payable.
(ia) En[olled Affiliate's right lo Software Assurance benefils under this Agre€menl encls if it
does oal renew Software As$urance
g. Modlficatlon or lelmination of an Onllne Service tor regulntgry reasons. tulicrosofl rlay
rnodily or terlrlirlate an Onkoe Service ,Jhere lhete is any crrrrenl or lutrlle goveri]ment
requiren'rent or obl€ation thal: ll1) subjects i,Iic,rosoFl lo arv legutation c]r requirenrenl not
generally applicable lo businesaes operaling in lhe jurisdlc,tion. (2) presents a hardslrip for
lvlicrosofl to conlinue operating the Online Service without nrodification; ancUor (3) causer
Microsofl to believe lhese terms or the Online Service may coniiict with any suclr requirenrent
or obligation.
lr. Prograrn updates. I icrosofl nlay nrake clranges lo this nrogram thal v/ill make it necessary
for Cuslomer and ils Enrolled Atfiliales to errtel into new agreements and Enrollmenls al the
tme of an Enrollnrent rer1ewal I
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IUse, ownership, rights, aitd restrictions.
a. Pro(llrcls Unless otl)erwrse speqlied in a sul)plenlental agreernent, use of any Prodr/ct rs
governed by the tJse Rrgirts sdecilic to eaclr Pr(xloct alld versioo and bv lhe terrns ol lhe
applicable supplenrental agreefiienl.
b. Fixes. Each Fix is licer]sed un(ler the sdnre telnrs as the Pro(lLrct lo which it applies. lf a Fix is
not provided for i, specifi(j Prodrict, any use rigllts lvlicrosolt provicles wilh the Fix will apply
c. Non-Mlcrosoft software ancl technology. Enrolled Affiliole is sole-lt responsil)le for arry non-
lvlicrosoft soflware or technology that it ilrslalls or uses !,,rilh the P.od.rcls or fixes
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d, Restriclions. Enrolled nffiliate m(sl not (and is nol licensed lo) (1) reverse engineer,
cleconrpile, or disassemble any' firoducl or Fix i2) install or use non-Microsofl soflv/are or
lechnology in any way that would subject Llicrosoft s intelleclual property or lechnology to any
. olher license terms; or (3) wgrk aroun(l aoy le.-hfircal hrnilations in a P,oduct or Fix or
restrictions in ProdLrcl docurrenlalion. Custorner must nol (and is not licensed lo) () separate
and .un paris ol a P.odrcl or Fix or rrlore lhan orle device, upgrade or clorvngracle parts of a
Product or Fix a( di(ferent times, or lrans[er parts of a Product or Fix 6epar ately: or (ii) dislribule,
sublisense, rent. lease, lencl ani Producls or Fires ir whole or I'r l)art, or llse lhern lo oller
hosting services to a tlrkd parly.
e. Reservation of rights. Producis and Frxes are prolected by copyright and other intelleclual
ploperty rignls laws and interriational treaties. uicrosoft reserves all rights not expressly
granted in this agreemenl. Ilo dghts will be granted or irnplied by v./aiver or estoppel. Rights
lo access or use Sollware on a bevice do not give Customer any righl to implemenl Lricrosofl
l)0lerrls or othel i.Iic,osofl i^telleclual t)roperty in the device ilself or in ani, other sollwar€ or
devices
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8. Confidentiality.
"Corfiderllial lnforrnalion' is non-public inlor rnation that is designated 'confidenlial" or that a reasonable
person should understan(l rs confidenlial, includiIg Custorr]er Dala. Conlrdential lnfoflnation does nol
inclucle inlornation that (a) beconles publicly ayailable reilhoul a breach of lhis ,9ree.flent. (b) lhe
receiving party received lav,rfully lrorn anolher source withoul a confidentialily obllgalion, (c) is
independently developed, or (dj is a comnrenl or suggestion volunteered about lhe other parly's
business nroducls or servces.
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Each parly v,/ill lake reasonable sleps lo t)rolect lhe other's Oonfidential lnforlnalion and v,,ill use the olhe.
party's Confidential lnformation only for Durposes ol the padies business relationship. Neitlrer party will
disclose thal Confidenliallnloanation to Ihird parlies, excepl lo ils employees, Afhliales, conlraclors.
advisors and cortsultants ('Replpsenlatives") and then only on ir need-to-kn(,w basis lrnder nondisclosrrre
ohlrgations at leasi as prolective i!s this agreenrenl. Each parly iernailrs responsible For lhe use ol lhe
Confidentisl Infolnation by its Representalives and, in the e'renl of dhcovery of any rrrrauthorized use or
djsclosure, must prornptly norify th€ other party.
A Farty may disclose the ather's Confidentiallrrfo(nalion if required try law. bul only alter it nolilies lhe
olhsr parly (if legally pern'rissible) to enable Ihe other pany lg seek a protecllve order.
lleilher pgrty is reqUired 10 reslnct work assibnments of its Reptesentatives vjho have had access tg
Confidenlial lniorrnation Each party agrees lhal the use of intormalioo relained in Represenlatives'
unaided menlories in the devsloprnent or deployrnent of lhe parlies'respeclive products or servic€s does
nol creale liability under this Agreen'rent or lrade secret law, anrl each parly agrees to linrit whal it
d;scloses lo llre other accordinglv.
IThese obligations apply (i) tor Cuslomer Deta untrl il ls (!eleted [rorn lhe OolinB Serylces, and (ii) tor all
otlrer ConFadenlial lr)fonnalion. Ior a period oI ive y€ars after a party receives the Conlidential lnfomration.
9. Privacy and comptiance iitn u*".
a. Enrolled Affiliate consents to the processirrg of perso r)al in lo[nation by [,4icrosoft ancl ils agenls
lo facilitale lhe subjecl matter bf this Agreement, Enrolled Atliliale !,/ill ol]lairr all required
consenls lrom lhird parties under applicable privacy ancl dala proteclion lav,r before Droviding
personal information lo i.,licrosoll
b. Persorral i[formalion collecled under this agreernent (i) rnay he lransferred, slored arrd
processed in lhe United Slales or any olher counlry in which Micpsolt or its service providers
maintrin lacilities and (ii) v/ill be s(bjecl lo lhe privacy terms sFeciiiecl in tlre Use Righls.
fu{icrosofl will abide l)y tlre reqlrirements of European Economic Area and Swiss dala oroleclion
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law legardrilg the colleclion, use, transler. reterrtion, and other processi0g ol personal data
frcm lhe European Eruurornir) Aiea and Switzerlan.J.
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U.S. exporl. Products.ind Fixe's are subiecl toU.S. export ju rlsdiction- Enrolled Afliliate orUst
coml)ly with all applicable inlernalional an(l national lavJs. including the u.S Eyporl
ndrrihistralion Regulations and lnternational Traffic in Arms Regulations. and end-USer, end
use and deslination reslriclions issue(l by U S. and other goverrrnents related to Microsofl
producls, sen ices a d lechnologies.
10. Warranties.
Li|rliterl warranties an(l rernedies.
(i) Soflware. Microsotl warraAls that each version ol the Soltsare v/ill pertofln substantially
as described irr lhe applicable Producl docun'rentation lor one year fronr the date the
Enterl)rise is lirsl license(l,lor llral versior'l ll il does nol and the Enlerprise nolilies
l\/rcrosolt rvithin lhe v(arranty terrr, llien MicrosoFl wrll. at rts opliotl (1) relurn lhe price
l-"nrolled nlliliale paid for the Software licenEe. or (2, renair or replace the Software
lii) Online Seryices. lvlicrosoli warrants tllat each Onlrne Service will pedorn in accordance
wlth lhe applrcable SLA drrring the Er)lerprise's !se. The Enlerprise's ferlledies For breach
of lhrs warranty.rre in lhe SLA.
Tlre rerrredies abov€ ar€ tlre Errterprise's sole rernedies lor br€ach ol lhe vraranties ir lhis
section Customer w8ives any br each of \,r'arffinly clainrs nol rnade (luring lhe warranty period.
Exclusiqns. The !,/arranlies ln this agreement do nol apply to problarrrs causl.d by "iccident,alluse. or use rn a Dranner irrcor]sistent wilh lhis Agreernent, including failure to rneel ntinimum
syslem re(luirerneots. Theserwa,ranlies do not apply to free, trial, pre-releale, or betir
produEls. or to conrponenls of Producls that Enrolled Afliliale is permitted to redislribr e.
Disclaimer, Excepl for llre lirnite(l warranlies above, Microsoft provides no other
warrarrties or corrdltlons arid disclairns any other express, irnl)lied, or statutory
y,/arranties, including lvarranties of quality, title. non-intrlngemBnt, merchantability, an(l
Iitness ,or a panicular prrrpose.
11 . Defense of third party claims.
The parties will defend each other against lhe third-party clain]s clescriberl in lhis seclion and will pay the
amoi.rnl o, any resulting adverse frnal judgrient or apFroved seltlement, but only rf the defending parly is
l)romplly nolilied in srriting of the claim and h'as lhe righl lo conlrol the defense and any settlernenl of it. The
Pa(yr 6ulnn defended nrust provide the defending parly 1,/ith all requested assislance. rnlormalion, and
aulhorily. The defending party 'rlill reirnl)rrrse the olher party fer reasonahle out-of'pockel exl)enses it incurs
in providino assislance This section describes lh e panies' so le rernedies and entire liability for such claims
a. ByMicrosoft. Micros olt will defend En rolled Af filiaie againsl iny lhird-party clar|.l] lo the exle nt
il alleges thal a Producl or Fix rnad€ availahle by lvlicrosof( for a lee and used withiA lhe scope
of the license granted (unmodilied lrorn the lornr provided Dy Microsoft and not conrbin€d wilh
ariythillg else) fl)isappropriales a lrade secrel or direclly inlrir)ges a patent, copyright,
tradcmark or other proprietary righi ol a third party. lt Microsoft is unable lo resolve a claim of
i,rfringernenl !nder conrnrercially reasonable lerns, il may, at ils option. eilher (l) rnodify or
replace lhe Pro(lucl or Fix with a lLrnclional equivalent; or 12) ternnnate Enrolled Alliliate's
license and refund any prepaid licBnse lees (less depreciation on a five-year, straight-line
basis) For perpetual licenses and any amounl paid for Online Services for any r.rsage periotl
aller tlle lennir)alion dale lvlicrosofl wrll not be liable for any clahlls or damages due to Enrolled
Affrliate's continued use o[ a ProdLrcl or Frx afler l]eing oolrfrcd to stop due to a lhird-party clainl.
b. By Enrolled Afliliate. -l-o the exlent permilted l)y applicable law, Enrolled Alfiliate !..,illdefend
Microsoll against any third-parly claior lo tl)e exlent it alleges thal; (lI any Custonler Data or
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non-tulicrosoft software hosled in an Online Service by l/icrosoft on Eirrolled Alliliate's behall
misappropriates a lrade secrel or clirectly infringes a patenl, copyright, tradernaft, or olher
propnetary riglrl of a third pally: or (2) Enrolled Affilate s Lrse of ary P,oducl or Fix, alorre or irr
combinalion !vith anything else, violates the la,..] or dan'rages a third parly
12. Limitation of liabitity.
I
For €ach PrDduct each party's nraximunl, ajlrregate liabrlrty to tlre olher urder tlriS Agreenterl is lrr'iled
lo direcl danrages linally awarded in an amount rrol lo exceed lhe arr'rounts Enrolled AfFrliate was required
to pay tor lhe applicable Prodrrcts dr.rring lhelte(rr of lhis Agreemenl, subject lo lhe following;
a. Ooline Sorvices. Por Onl ne Services, Microsoft's nraxirnum liabilily to Enrolled Afiliale tor
any in,jident giving rise to a clai*r will not exceed tlre amoLrnt Enrolle(l Alfiliate Paid lDr the
Online Servlce dlrino the 12 months before the incidellt.
b. Free Products alld Distflbutalile Code. For Prociucts provi(led lree of charge and code
that Enrolled Affiliate is aulhorized lo redistrib(te to lhird parties ',vithout separate paymenl to
Itlicrosolt Microsoft's liallility is limited to direct darrrages firally awardecl up lo US55,000.
c. Excluslolls. ln no ever']lwill either party Le liable lor indirect, inci(lenlal, special. punitive, or
consequential damaqes, or for loss of rse, loss o[ busii]ess inlotmatron, loss ol revenue, or
interrurption ol business, howeveir cause(l or crn any theory of liability.
(1. Exceptionr. N o lirnitalion or exblusions ,,vill apply to liability arising o ut of eith er parly's ( 1 )
confidentiality obligalions (except for all liability related lo Cu slonre r Data, \ hichwrll renrairl
sublect lo the lirnilations aod exclusions above), (2) dcl'ense obligations; or (3) violalion of the
olher Farty's intelleclual property (glrts.
13. Verifying compliance.
I
a. Right to verify compllance. Eorolled Aliliale rnust keep reco(ls relating lo all use and
dis! ibulion of Products by Enrdlled Alfiliale and its Affiliales. (4icrosoft has the right, at its
expense. to lhe exlent peflr]illed by apDlical)le l"ivi, lo verily con]pliance vr'ith the Prrxjucl's
license term!. Eorolled Alfaliate rnust promptly provide lhe independer]l auditor witlr aoy
inloro]atlon the auditor reasonably reqtrcsts in furtherance o, the verilicalion. including access
to syslems rLxrning lhe ProdLrcts and evidence of Licenses for Producls En.olled Allilinte lrosts.
suhiicenses, or rlistributes to lhird parlies. Enrolled Afliliale ag.ees to conrpl€le Microsofl's
sel,-a[dit process, which liicrosott nray require as an alternalive lo I lhird party aud(
i). Rernedtes for non.conrpliance. lf verification or selt-alrdit reveals any unlicense(l use oI
distribution, tllel wilhin 30 days, l1) Enrolled Affilrale must order suflicienl Licerrses to cover
lhal use or clstribulion, and 12) if unlicensed !se or (listribulion is sa/i or rnore, Enrolled Afliliate
rnusl reifirt)urse Microsolt for tlie cost tvlicrosoft has incrrrred in verification and acquire the
necessary ad(litiolal licenses al 12lo/^ oi the price base(l on the lhen-current price lisl and
Enrolled Affiliate Drice level. Tha unlicensed use perceolage is based orr the total number of
licenses purchased conrpared td aclual install base. lf there is no unlicensed use, Mrcrosoll !'.,ill
nol subiecl Enrolled Afliliale lolarlother verificalio|r For at leasl one year. By exercising lhe
rights and proce(lules described above. Microsoft does nol waive its rights lo enlorce this
Ag[eernerll or lo prolecl its inlellectual propedy by arly ollre, n]eans permitlecl by law.
c. Verification proce3s. tulcrosoflwill notily Enrol'ed Alliliate al least 30 days rn advance of its
intent to velify Enrolled Affiliate's compliance r,/ilh the liceI]se lerllrs for lhe Products Enrolled
Affiliate and ils Atliliales use or distribute. Mrcrosoft willengage an independent auciilor. which
v,/ill bc subject to a conlidentialily obligalion. Any infomatioo collected in lhe self-audit wrll l)e
used solely lor pLrrpos€s of (leterminirg conlpliancc Tlns verilication will lake place during
r'ror'rnal llusiness lrours and in a nra[ner lllat does not inledcre unreasonably with Errolled
Affiliate s operaliols.
EA2(l 1ri,1qr (tl S)SL.OiEr,l(:j)1 l.k,v20 I ti,PAlts9{,1 ll
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14. Miscellaneous.
la. Use ol corrtractors. Mictosollmoy rrse conlractors to pBrform services, bLrtwrll be resporsible
lor their oedornrance suhiect to the lerlns o[ lhis Agreenrer]l
Ilr. Microsoft .?s indel)endenl conlractor. The p rties are irdepen(lent conlraclors Enrolled
ntliliate alnal Microso(l each rnay (levelop txoducls indepenLlently ,,vilhoul using the other's
Conlidenlial lnlonrlatiorl
c. Nolices. Nolices to l/,crosoft nrlL,stbe sent lo ttre address on (he srgnature foflr Notrces rnusl
be ir writing and will be l{ealed as delivered on the cJate shor,/rr on the relurn receipl or on the
courie[ or lax conlionatiorl ol delive.]. ilicrosoft rnay l)rovK,e irrformalion to Enrglle{i Affiliale
aboul rlpcomir)g or(iering deadlincs, services, and subscription inforrnalioI in eleclror]c lorm,
incl(ding by email to contacls proyided hy Enrolled Alliliale. Enrails vyill l)e lrealed as (lelivered
oI lhe transmission date.
(1. Agrccrno t ngt excllrsive. CLrslomer is lree lo enler into agreenlenls lo license. use or
promole non-Mic.osolt products
e. Anre[drnents. Any arnenclmerit to this Aqreemenl m(lst be executed by bolh parlies. except
thal MicrosoFt mey chan0e lhd Product Terms and llre Use Riohls flon lirne lo lirne hl
accordance !Jith lhe te.rrs ol lhis Agreernenl. nn./ conllictirrq termsand conditions conlaine(l
ir) arr Enrolled Affiliate s purchasb oder will not apply. Microsoft may require Cuslorner to sign
a ne\,,, agreemenl or an arren(lrrrent belore arr Enrolled Affilrate er)ters into an Enrollrnenl under
tlris agreeDreDt
f. Asslgrunert. Eilhe''pifly llray assign this Agreernenl lo an Affiliale, bul must nDtify the olher
party in writing-of the assigrrrrreht. Any other proposed assignnlenl rnust be approved try lhe
oon-assigning party in wriling. AssiOnr'rlenl !'lll nol relieve tlre assigning party of its obligations
under lhe assigned agreement Any altemfited assignmenl ',,,,illrcul reqLrired approval will bevoid r
g. Appltcabls lawl dispute resollttion. The terms of this Agreer\lent v,rll be gover|ed lry ltre
lsws ol Cusl,Jmer's $tate. rrilhout giving effecl to ils conflict oa laws. Dispules relaling to this
Agreemerl will be subiect io EDplicable dispuls r€solution laws of Custor]ler''s state
lr. Severabllity. llanyprovisron n,this agreerirenl ishetd lobe ur)enlorceable, the halance ofthe
agreernerlt $rll remarn rn full forie and erlecl
i. Waiver. Failure lo enlorca any'pro'/isioo of tl]is agree|rent ,,vill not constitule a v/aiver. Any
waiver mLisl be in $riting and signed by the warving party.
i. No thlrd.party beneflclarles. .This ngreemeot does nol creale any lhird-party benefrciary
rights.
k, Survival. All provisions survive terminalioi or expj.alion of lhis Agreernertl excefil lhgse
requiring perfornlance only during tlre teIlTr of the ngreemertl.
l. Managemcnt and Rerrorting. iuslomer and/or Enrolled Aliiliate nT ay nranage accoonl details
(e.g., contacts. orders, Licerlsbs, sollware do,.vnloads) on Microsoll's Volume Licensrrrg
Service Cenler ('VLSC') web site (or srGcessor site) 8i
lltlrs /iwv,/\/ rr c.l_osoft c-qlt.ilicelr9!r!,qlsc.vrlecenler. Upon the effeclive date of th s Agreerrerrl. arr<t any arroriir,inri, iriiconriififG"ri-G,r rcl thrs purpose \,,rill be provided acci].ss to this
site and rray aullrorize addrtional Lrsers and contacts.
nr. Ord er of preceden ce. ln the case of a conllicl tlelr,/een any docurnants in thrs Agreemeot tlrat
ls nol expressly resolved in lhosd docun]enls, their terors will conlrol l) llre following or(ler frolr
highesl to lowest priorily; (1) lhis Enterpriss A(.Ieernent, (2) any Enrollrnent, (3) the PrDdrrct
Terms. (4) lhe Onlire Seruices Terms. (5) oKle(s subnritled under this Agreernent, and (6) ar'y
otlrer docunrents in lhis Agreehrenl Terns hi an arlte drner( cuntrol ove, the amended
docurnenl and any plior ame|ldrnenls coocerning lhe same sIbjecl malter,
EA?o lli,1,l {U S)SLGiEl,lCl rNor2o lt')
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Free Products. ll is tuicrosofl'i intent thal the ternrs ol this Agreement and lhe Use Righls be
rn coll]plrarce wilh all aopllcabie lederal law ancl regulalions. Any free Producl provided to
Enrolled Alfiliale is lor lhe sole irse and henelil of lhe Enrolled Alriliate, and is not provided for
use by or personal lrenefit of anry specific governmenl enrployee.
o. Voluntary Product Accessibility Tenlplates. l,ulicrosolt supports the governrnenl's obligalion
to provide accessible technolollies to its citizeoli willr disabilities as required bV Section 508 o,
lhe Rehabilitation Act of 1973, aod its stale lav/ counterparls. The Voluntary Product
n,-:ces$il)ility Te rtrlates ( VPATS") for the Nlicrosoft lechrologies used irr providirB tlre Olllire
Services oan l)e found at Microsofl's VpnT page. Furlher information regarding lvlrcrosofl's
conrnritrner to accessibilily can be loLind atlltlp /,/wwv/ n ricr osofl-con/e rrable.
p. Natural disaster. ln ttre e,,/enl of a "nalural disaster, lricrosofl rnay provide addilional
assistance or riohts bv Dostino them on lrtlD:ilrr'.$.{.nricroso(l.coor at sucl'r lime.
q. Copyrlghl vlolatlorr- Excent is sel Forllr in lhe section above e[tilled Transfering and
reassrgning Licenses", the Enrolled nffiliate agrees to Day for and comtrly ,rith llre termii of lhis
Agreenrenland lhe Use Riglrls, for lhe Producls it (lses. Except tothe extent Enrolled AFfiliate
is licensed Under llris Agreenrad. il rrill be responsible fo. ils breach ol lhis cor]lracl and
violaliorr ol Microsofl's copyri0hl in lhc Products, including payrrent oF License fees specified
in lhrs Agreernent fsr Unlicensed use.
Ei?0 l0/hrllJS)SLGlallG)ll.lov?0 I 0)Pr(c Il oi I I
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Tl'ris lornr ca be use<l in combinalioh witl) MBSA. Agreerner)t, and Errrollment/RegistralioI
llo\,rever. a 6Eparale form must l)e submrlted for each enrollment/registralion. \,!ten more lhan o e is
sublnilted or'r a signatrrre lorm For the purposes of tllis torm, 'e[tily" can mean lhe signing entity,
Quslorrer, Enrolled AIIiliat€, Goverrvrterrl PaIlner, lrr$tilution, or olhe, parly enterirrg inlo a volurne
licensing program agreenrenl Pflmary an(l Nolices contacts in this form will nol apply lo enrollments
or regislralior'rs.
E 'Miqv6s611
supp lemental Contact lnformation Forrn
This fo n applies to I I riBsA I
fil Agreement
ILl Enroll/nent,/Af lrlrale Regislration Fofln
llse( primary eotily naltle if rnore lhan ooe Enrollnrent,/Regislration
Fornr is submitted
SuFC ol1tncrlx loF o,.n(l.r1,lll D){ El\lc )((Jrt20 | l)
Contact information.
Each party vr'ill nolify lhe other in writins if any c.f the infornation in lhe following conl.rcl infoflIalron
page(s) chanqes. The asterisks (') indicate required fields: if lhe entity cl]ooses lo designate otlrer
conlact tyDes, tlre satrre required tields rrlrrsl be corhl)lele(l tor each section. By provicling conlacl
ialorn]alion. entily consentg to its use for purposes oI adnrinistering the Enroilmenl by lllicrosofl and olhel
pafies lhal help 'lvl icrosofl admt]isler lhis Enrol[nent. The personal inloflTlation provided in conl,]ection
$,ith llris Egroen)ent ,/ill be llsed aId protecle(l accor(ling lo lhe privacy slalell]enl available at
lrttps:irlicen{!g I] rlle-so Il- con].
1. Additional notices contact.
'fhis conlact receives all notices tllal are sent from lllicrosoll. No online access is granted to lhis
irdividual
Nnrna ol entity'County ol Rrversrde I
6ontact lla e"r Fl]st Regina Last Fund€rlrurk
Cootact enlall address' RFuodeIburk@rivco org
Slreet ad.lross'3450 14lh Slreel, 4lh Floor;
City' Riversido State/Province' Califo.aia 'Postal co(le' 9250 l-386 I
country' usA
Phone'95'1-055-2265 Fax I
f] This contacl is a third pa.ly {nol tlre eniily). U/arring: lhrs contact (eceives personally identifiable
inlormaliorr of lhe entity.
I
2. Software Assurance manbger.
This contact will receive online permissiohs to rnanage the Soltware Assrrra ce berlefits urlder lhe
EnrollDrent or Registr alion.
Name of entlty' Cot| tyofRverside
Contact name': Firsl Regina l-ast Fun(lerlrurk
Contact ornail add ress' RFunde6urk@rivco.org
Street address' 3450 'l4th Slreet. 4th Floor,
Cityr Rivorside State/Provlnce' Calilofl raa
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Postal coder 92501 -386 I
i'ag! I ![:t
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Volunrr: l-ic.ensing
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1
Cotlnlry' USA
Phone' 951-955-2265 Fa,(
E l-his contact is a third t)arly (nol the enlity). Warningr This conlacl receives personnlly rdentifiable
informalion of the entily.
3. Subscrptionsmanager.
This conlacl will assign fulSDt\]. Expression, and TechNel Plus subscriptiorr licenses lo llre individual
subsclbers under lhis Enrollnent or Regislration Assignnlent of lhe suhscription licenses is necessary
lor access to any of lhe online benefils, sr.rch as subscription downloads. This contact will also manage
any complimerrtary or ad(litional nre(lia purchases relate(l to llrese subscriplioos
Name of entity' County of Riverside
Contact Iame': First Regir]a Last Funrlerburk
Conlact emall address' RFunderburk@rivco.orgt
Street address'3450 14th SIreel. 4th Floor
City' Riverside State/Province' Califarnia Postal code' 92501-3861
Corntry'USA
Pho[e' 051-955-2265 Fax
! This contact is a third party (not the enlityl. Warning This contact receives personally identiliable
informalion ol tlre entity.
4. Online services manager.
This conlact will lre provi(led onlirle pennissiorE lo rlanage the o[line service$ ordered under tlre
Enrollment or llegistralion
Narne oI entity' Counly of Riverside
Contact oarne': First Luis Last Flores
Co0tact email ad(lress' LFF|ores@rivco.org
Streel address' 3450 14lh Slreet. 4lh Floor
City' Riverside SlatelProvirrce^ Califorrria Postal code' 92501-3861
Country^ USA
Phone' 951.955-81 '14 Fax
fl Ttris conlact is a thlr(l parly ( ol llre entily). Warning: Tl)is contact receives personally identilaable
intormation of the entity.
5. Customer Support Manager (CSM).
Thjs person is designated as the Customer Support l,,lanager iCSM) for suppor'l-r'elaterl activities
Narne o, e[tlty' County of Riverside
Contact name'; First L(is Last Flores
Corltact enlail address' LFFIores@rivco org
Strccl addrass'3450 14lh Street 4lh Floor
City'Riverside State/Province' CaliFornia Postal cq(le' 92501.3861
CouIlry" USA
Phone' 951-955-81 14 Far
6. Primary contact informatiotr.
An itrclividual fronl inside the organizalio[ n]ust serve as the prinlary conl,act. This conlact feceives online
adminislrator permisslons ancl nray grart orline access lo others. This conlact also receives all notices
unless f,Iicrosofl is provided writleo nolice ol a cltange.
Namo of ontity'County of River6ide
i rpCrrnacllfllol orn(lJA. ll iUl(F:N t;)(r-:r.l2il 13)Prge 2 r1l :1
Co[lact narnc': First Jirn Last So]ith
Colltact emiil address' jinrsmith@fi vrjo.org
Strcet address' 3450 14th Street. ,lth Floor
City' Riverside State/Provlnce' CA Postal code' 92501-3861
Corrntry^ US
l)hone' 951 -231-5909 Fax
7. Notices contact and online administrator lnformation,
This nrdividuBl receives online adorirlislrator l)ermissror)s all{ rray gr;ut or)lnre access k) olhers. This
contacl alsD receives all notices
El Sanc a.s /rrrary ilor)lacl
Nanre of cntily'
Contacl flarne'i First Last
Contaci ellrail address,
Strcel a(l(lress'Clty" State/Province' Postal code"
Country'
Phone" Fax
ll This contacl is a tlrird pa(y (not lhe entity) Warning: This cortacl receives personalty identiliable
inlorrration of lhe entily.
Sut,j ortlacrt,k,Fl/,r(UA.lml)ir!flclr{rd!ll !:,)File 3 .J 3
!l Microsoft Volume Licensing
Program Signature Form
MBNMBSA numb€r Proposal lD
Agreemenl number
Noto: Enter the applicable Ective numbeE associatod with the documents below. Microsofl requires the associaled ective
numb€r be indicated here, or listed below as new.
For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Govemment
Partner, lnstifution, or other party entering into a volume licensing program agreement.
This signature form and all contract documents identifled in the table below are entered into between the
Customer and the Microsoft Afiiliate signing, as of the effective date identified below.
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and
understand the above contract documents, including any websites or documenls incorporated by
reference and any amendments and (2) agree to be bound by the terms of all such documents.
\l
D
t indicates required field
Select Plus Agreement x20-04874
<Choose Agreement>Document Number or Code
<Choose Agreement>Document Number or Code
<Choose Agreement>Document Number or Code
<Choose Agreement>Document Number or Code
Select Plus Affiliate Registration Form v,20-0492'l
Document Number or Code<Choose EnrollmenVRegistration>
Document Number or Code<Choose EnrollmenURegistration>
<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 Number or CodeDocument Description
Document Description Document Number or Code
Document Description Oocument Number or Code
Contract Document Number or Code
Printed Title' Procurement Contract Specialist
Signature Date' Ol I 17 1201 3
I entity name)* County of Riverside
YCODC
IS
(
FORPrinted First and Last ' lnes Mark
Name of E
Signature'
Tax lD 95-6000930
Customer
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,ML(ENGXOct201 2)Page 1 of 3
BY
Microsoft Licensing, GP
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affiliate counterslgns)
Signature
Effective Date
(may be different than Microsofts signature date)
Name of Entity (must be legal entity name)'
Signature'
Printed First and Last Name*
Printed Title'
Signature Date'
Optional 2nd Gustomer signature or Outsourcer signatune (if applicable)
" indicates required field
' indicates required tield
If 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 lo 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 2'10
Reno, Nevada 8951'1-1 137
USA
Name of Entity (must be legal entity name).
Signature'
Printed First and Last Name.
Printed Tifler
Signature Date'
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,[4Ll(ENG)(Oct201 2)Page 2 of 3
Microsoft Affiliate
Customer
Outsourcer
Prepared By: Name of Preparer
Email of Preparer
ProgramSignFom(MSSign)(NA LatAm)ExBRA,MLI(ENG)(Oct201 2)Page 3 of 3
!i tvticrosoft Volume Licensing
Select Plus License Program Agreement State and Local
Contents
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
14.
17.
18.
Defin itions..,....,...1
3
3
3
4
5
6
6
7
8
9
9
How the Select Plus License program works..............
How to establish pice
License grant- what Registered Affiliates are licensed to run.......................
How to know what Product Use Rights
How to order Product Licenses
Making copies of Products and re-imaging rights.
Transfering and reassigning Licenses...........-........-
How to renew an
Restrictions on use
Warranties 10
Defense of infringement, misappropriation, and third party ciaims................11
Verifying compliance.13
Non-Mic rosoft Software or Tech nology.14
Miscellaneous..,. ..........14
Terms and Conditions
1. Definitions.
ln this agreement the following definitions apply:
"Affiliate" means
a. with regard to Customer
(i) any government agency, department, office, instrumentality, division, unit or other entity
of the state or local government that is supervised by or is part of Customer, or which
supervises Customer or of which Customer is a part, or which is under common
supervision wilh Customeri
(ii) any county, borough, commonwealth, city, municipality, town, township, special purpose
district, or olher similar type of governmental instrumentality established by the laws of
Customer's state and located within Customer's state .iurisdiction and geographic
boundaries, and
SelectPlus20l 2AsrGov(US)SLG(ENGXOct20l 2)Page 1 of 16
Document )O0-04874
Confidentiality.
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 first Affiliate Registration
Form or the date Microsoft accepts lhis agreement, whichever is earlier.
This agreement consists of (1) the terms and conditions of this agreement and all attachments identified
therein, (2) the Product List, (3) the Product Use Rights applicable to Products licensed under this
agreement, (4) any Affiliale registration enlered into under this agreement, and (5) any Order submitted
under this agreemenl.
The parties agree to be bound by the terms of this agreement.
(iii) any other entity in Customer's state expressly authorized by the laws of Customer's state
to purchase under slate contracts; provided lhat 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 respecl to a Product, that Microsoft has made Licenses for that Product available
for ordering under a particular licensing program;
"Commercial Product" means any Product Microsoft makes available for license for a fee;
"Contractor' means any third party supplier or other provider of computer technology or related services.
"Customer" means the entity thal has entered into this agreement and its Affiliates;
"Customer Oata'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 flxes, modifications or enhancements or their derivatives that Microsoft releases
generally (such as Commercial Product service packs);
"License" means Registered Afilliate's right to use the quantity of a Product ordered. For certain
Products, a License may be available on a subscription basis ('Subscription License"). Licenses for
Online Services will be considered Subscription Licenses under this agreement;
"L&SA" means a License and Software Assurance for any Product ordered;
"Microsoft" means the Microsoft entity that has entered into this agreement by accepting Cuslomer's
registration;
"Order" means the document Customer or Customer's Affiliate submits under this agreement to acquire
Licenses or Servicest
"Online Services" means the Microsoft-hosted services identified in the Online Services section of the
Product List.
"Product" means all soflware, Online Services and other web-based services, including pre-release or
beta versions, identified on the Product List.
"Product List" means, with respect to any licensing program, the statement published by Microsoft from
time to time on the World Wide Web at http://www.microsoft.com/licensinq/contracts , or at a successor
site that Microsoft identifies, which identities the Products lhat are or may be made available under the
program (which availability may vary by region) and any ProducGspecific conditions or limitations on lhe
acquisition of licenses for those Products;
"Product Use Rights" means, with respect to any licensing program, the use rights for each Product and
version published for that licensing program at http://www. m icrosoft.com/licensinq/contracts or at a
successor site.
"Qualifying Contract," means (1) an Enterprise Enrollment under a Microsoft Enterprise Agreement; (2)
any Enterprise Subscription Enrollment entered into under a Microsoft Enterprise Subscription
Agreement, or a Select Agreement.
"Registered Affiliate" means an entity, either Customer or any one of Customer's Affiliates, identified on
an affiliate registration form that has been accepted by Microsoft and has submitted an Order under this
agreement;
"Reseller" means a large account reseller authorized by i/icrosoft to resell Licenses in a Registered
Affiliate's region under this program;
"Service Level Agreement" means the document specifying the standards Microsoft agrees to adhere to
and by which it measures the level of service for an Online Service.
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2. How the Select 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 Afflliate (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 Affiliates
identified in a Registration Form will be responsible for complying with the terms of that registration,
including the terms of this agreement incorporated by reference in that registration.
a. How Registered Affiliates acquire Licenses. A Registered Affiliate will acquire its Licenses
through its chosen Reseller. Orders will be made out to and submitted to the Registered
Afflliate'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 to
the unique terms set forth in the 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 levet for a pool applies to purchases made by all
Registered Affiliates under this agreement. Throughout the term of this agreement, the Customer's price
level for each Product and its associated Pool (Applicaiions, 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 Cuslomer's price level forthe pool oflhe Product ordercd. Throughout this agreement the term
"pice" refers to reference pice.
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 not related to any order of, or fulfillment of,
software media.
The ability to run currenl or later versions of a Product licensed under this agreement could be affected by
minimum system requirements or olher factors (e.9., hardware or other software).
a. General. At any time after their registration has been accepted by Microsoft, a Registered
Affiliate may run for its own benefit as many copies as it chooses, of any available Products it
chooses, provided that it submits Orders for all copies in the month in which those copies are
first run.
b. Use by Affiliates. A Registered Affiliate may sublicense the right to use the Products
ordered under this agreement to any of its Affiliates, but Affiliates may not sublicense these
rights and their use must be consistent with the License terms contained in this agreement.
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'Software Assurance" means an annuity offering that provides new version rights and other benefits for
Products as described in the Product List;
"Trade Secret" means information that is not generally known or readily ascertainable to the public, has
economic value as a result, and has been subject to reasonable steps under the circumstances to
maintain its secrecy.
'use' or'run" means to copy, install, use, access, display, run or otherwise interact.
c. When Licenses become perpetual.
(i) License only. Regisiered 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 paymenl. Thereafler, Registered Affiliate 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 AfJiliate has paid all installments of the price for such coverage and
the Order or renewal term during which such Producl 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 perpelual 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 agreement remain subject to the terms of this agreement and the applicable Product Use
Rights.
e. Non-Perpotual 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 agreement. A Registered Affiliate may run different language versions of any
Product it Licenses under this agreement, provided that the License, L&SA, or Software
Assurance for that different language version is available at the same, or lower price, than the
price paid for the language version ordered of the same Product and License type.
How to know what Product Use Rights apply.
a. Product Use Rights. lvlicrosofl publishes Product Use Rights for each version of each
Product. The latest version of the Product Use Rights is available at
htto://www. microsoft.com/licensin q/contracts
(i) Product Use Rights for current and future versions of Products. The Product Use
Rights in effect on the effective date of the agreement will apply to all Registered
Affiliates' use of then-cunenl versions of each Product, regardless of the date of the
Order. For future versions, the Product Use Rights in effecl 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 that was current on the agreement effective
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SelectPlus20l 2AgrGov(US)SLG(ENGXOcl2012)
6 How to order Product Lrcenses.
a. Placing Orders. Registered Affiliate may purchase Licenses and Online Services Microsoft
makes available under this program by placing Orders with Registered Affiliate's authorized
Reseller. The price and payment 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.
Ldicrosoft may change the Products and subscription services available under this program.
b. When is the Registered Affiliate eligible to orderjust 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 lor which the
Registered Affiliate has previously obtained perpetual Licenses through Upgrade
Advantage, Software Assurance, or any similar upgrade protection, so long as the Order
for Software Assurance under this Agreement becomes effective no later than one day
following the expiration of that upgrade protection, and (2) Registered Affiliate submits an
order for another term of Software Assurance for those Licenses prior to or at the
expiration of the previous term.
(ii) During the term of the Agreement (including any renewal term), a Registered Affiliate
may be eligible to order Software Assurance for copies of certain Products licensed
through retail sources or from an original equipment manufacturer ('OEM"), provided that
the Registered Affiliate places its Order within the required time frame. The Product List
at http://www.m icrosoft.com/licensino/contracts identifies those Products that may be
enrolled in Software Assurance and the applicable time frame for placing an Order.
(iii) A Registered Affiliate may also order Software Assurance in any other circumstances
expressly permitted in the Product List.
(iv) A Registered Affiliate may renew Software Assurance ordered under this Agreement at
the time it renews its Order as described in the section titled "How to renew an Order."
c. How to confirm Orders. lnformation about Orders, including an electronic conllrmation of
each Order, will be provided in a password-protected site on the World Wide Web at
https://www.m icrosoft.com/llcensinq/servicecenter/ or a successor site that will be identified.
Upon Microsoft's acceptance of this agreement, Registered Affiliate's contact identified for
this purpose will be provided access to this site.
d. lnvoices and payments. For any Orders for Software Assurance or L&SA, if the Registered
Affiliate elects to spread its payments over three years rather than payment in a lump sum, it
may make this election with its Reseller. ln such cases, l,ilicrosofl will invoice the Registered
Affiliate's Reseller in installments, the first installment upon receipt of the Order and
subsequent installments on each anniversary of the Order or the Affiliate anniversary month.
Any amounls for Licenses only (i.e. without accompanying Software Assurance) will be
invoiced to the Registered Affiliate's Reseller in full upon receipt of the Order.
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Document X20-04874
date, the Product Use Rights for the version licensed, not the version being run, will
apply. However, if the earlier version includes components that are not part of the
licensed version, any Product Use Rights specific to those components will apply to the
Registered Affiliate's use of those components.
b. Reservation of rights. All rights not expressly granted are reserved by Microsoft. ln lieu of
Customer's obligation to indemnify Microsoft under various provisions of the Product Use
Rights, Customer will be responsible for any cost or damages arising from any claim to which
Customer's indemnity obligation would otherwise apply.
Changing a Reseller. lf Microsoft or the Reseller chooses to discontinue doing business
with one another, Registered Affiliate must choose a replacement Reseller. lf Registered
Affiliate or Reseller intends to terminale their relationship, the initiating party must notify
Microsoft and the other using a form provided by Microsoft at least 90 days prior to the date
on which the change is to take effect.
Making copies of Products and re-imaging rights.
a. General. The Registered Affiliate may make as many copies of the Products as it needs to
distribute them within its organization. Copies must be true and complete (including copyright
and trademark notices), from master copies obtained from a Microsoft approved fulfillment
source. The Registered Afflliate may use a third party to make these copies, but the
Registered Afflliate agrees that it will be responsible for that third party's actions. The
Registered Affiliate agrees to use reasonable efforts to make its employees, agents and any
other individuals that it allows to use the Products aware that the Products are licensed from
Microsoft and can only be transfened subject to the terms of this agreement.
b. Copies for training, evaluation, and back-up. The Registered Affiliate may (1) use up to
20 complimentary copies of any Product in a dedicated training facility on its premises, (2)
use up io 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 must be identical to
the Product, language, version and all components of the copies they replace and the
number of copies or instances of the re-imaged Ploduct permifted remains lhe same.
(iii) Except for copies of an operating system and copies of Products licensed under another
Microsofl program, the Product type (e.9., upgrade or full License) must be identical to
the Product type from the separate source.
(iv) Any Product-specific requirements for re-imaging identified in the Product List.
(v) Re-images made under this subsection remain subject to the terms and use rights
provided with the License from the separate source. This subsection does not create or
extend any warranty or support obligation.
Transferring and reassigning Licenses.
a. License transfers. License transfers are not permitted, except that Customer may transfer
fully-paid perpetual licenses to:
Transferring Licenses to third parties. You may transfer fully-paid perpetual Licenses:
(i) if you are an agency of a state or local government to: (a) any other government agency,
department, instrumentality, division, unit or other office of your state or local government
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
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e
7
I
your state's jurisdiction and geographic boundaries; and (iii) any other entity expressly
authorized by the laws of your state to purchase under state contracts, or (b) an
unafllliated third party in connection with a privatization of an afflliate of agency as set
forth in (a) above or of an operating division of the Enrolled Affiliate or one if its affiliates
as set forth in (a) above, a reorganization, or a consolidation.
Customer must notify Microsoft of a transfer of license by completing a transfer notice form,
which can be obtained from http //www.microsoft.com/licensino/contracts and send the
completed 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 restrictions, limitations of liability (including exclusions
and warranty provisions), and the transfer restrictions described in this section. Any license
transfer not made in compliance with this section will be void.
b. lnternal Reassignment of Licenses and Software Assurance.
(i) For Products other than the desktop operating system upgrade. For Products other
than the desktop operating system upgrade, Registered Affiliate may internally reassign
Licenses to an Affiliate. However, Registered Affiliate may not reassign Licenses on a
short{erm basis (90 days or less), or reassign Software Assurance or other upgrade
coverage separately from the underlying License, except as provided otherwise in this
agreement.
(ii) For desktop operating systems. The Registered Affiliate may not reassign desktop
operating system upgrade Licenses from one computer to another. The Regislered
Affiliate may internally reassign Software Assurance coverage on desktop operating
systems upgrades from the original computer to a replacement computer internally, as
long as ('l) the replacement computer is licensed to run the latest version of that
operating system, and (2) the Registered Affiliate removes any desktop operating system
upgrades from the original computer.
9. 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 lerminate this agreement without cause upon
60 days written notice. Such termination will merely terminate either party's and its
Registered Affiliates' ability to place Orders under this agreement. Such termination will not
affect any Orders not 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 agreement or an Enrollment without liability, penalty or further obligation to make
payments if funds to make payments under the agreement or Enrollment are not appropriated
or allocated by the Enrolled Affiliate for such purpose.
d. Termination for breach. Either party to an Order may terminate it if the other party
materially breaches its obligations under this agreement, including any obligation to pay
amounts owed. 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, lvlicrosofl will give Customer a copy of
that notice as well and Customer agrees to assist in attempting to resolve the problem. lf the
problem also affects other Affiliate registrations and cannot be resolved between Customer
and Microsoft within a reasonable period of time, i/icrosoft may also terminate this
agreement and all olher Affiliate registrations under it, unless the basis for termination of the
registration is non-appropriation of funds to the registered affiliate, in which evenl Microsoft
may only terminate the affected registration(s). lf a Registered Affiliate ceases to be an
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Document )(2S04874
Affiliate of Customer, Customer must promptly notify Microsoft of this fact, and Microsoft may
terminate the divested Registered Atfiliate's registration.
e. Affiliate termination. lf (1) a Registered Affiliate terminates its registration as a result of a
breach by Microsoft, or (2) if Microsoft terminates Registered Atfiliate's registration because it
has ceased to be an Affiliate of Customer, or (3) Registered Affiliate ierminales a regislration
for non-appropriation of funds, or (4) Microsoft terminates a registration for non-payment due
to non-appropriation of funds,, then the Registered Afflliate will have the following options
with regard to any Orders it has under the agreement:
(i) For Licenses available on a perpetual basis, it may immediately pay the total remaining
amount due, including all installments, in which case the Registered Afliliate will have
perpetual Licenses for all copies of the Products il has ordered, or
(ii) lt may pay only amounls due as of the termination date, in which case the Registered
Affiliate will have perpetual Licenses for:'
1) all copies of all Products for which payment has been made in full (including the
latest version of Products under Software Assurance coverage), and
2) the number of copies of Products it has ordered (including the latest version of
Products under Software Assurance) for which payment has been made in
installments lhat is proportional to the total of payments made versus total amounts
due if the early termination had not occurred.
Nothing in this section shall affect perpetual License rights acquired either in a separate
agreement or in a prior term of the terminated registration.
f. Effect of termination, When this agreement, a registration or an Order is terminated,
(i) Each affected Registered Affiliate must order Licenses for all copies of Products it has
run for which it has not previously submitted an Order. Except for the options provided
above in the event of termination of a Registered Affiliate's registration, any and all
unpaid payments or any order of any kind, including subscription services, immediately
become due and payable.
(ii) Registered Affiliate's right to Software Assurance benefits under this agreemenl ends for
all Software Assurance for which payment has not been made in full.
How to renew an Order.
Microsoft will provide prior notice of expiration of any Software Assurance ordered under the
agreement advising Customer of its Software Assurance renewal options. Microsoft may make a
change to this program that will make it necessary for Customer to enter into a new agreement to
renew Software Assurance.
To maintain Software Assurance coverage for any copies previously ordered under this
agreement, Registered Afflliate must submit an Order for another term of Software Assurance for
those Licenses prior to or on the expiration of the previous term.
Consequences of non-renewal. lf Registered Affiliate elects not to place another Order for
Software Assurance and it otherwise allows Software Assurance for any copies of any Products
licensed to lapse, then the Registered Affiliate will not be permitted to order Software Assurance
for those copies later without first acquiring L&SA.
Renewing Software Assurance. lf Registered 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 Enrollment form.
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10.
11. Resfricfions on use.
Registered Affiliate must not:
a. separate and use the components of a Product on two or more computers, upgrade or
downgrade components at diflerent times, or transfer components separately, except as
provided in the Product Use Rights;
b. reverse engineer, decompile or disassemble any Product or Fix, except where applicable law
permits it despite this limitation; or
c. distribute, sublicense, rent, lease, lend, or host any Product or Fix except as permitted by this
Agreement, the Product Use Rights, or in a separate written agreement
12. Confidentiality.
To the extent permitted by applicable law, the terms and conditions of this Agreement is confidential.
Neither party will disclose such terms and conditions, or the substance of any discussions that led to
them, to any third party other than Affiliates or agents, or to designated or prospective resellers who: (1)
have a need to know such information in order to assist in canying out this agreement; and (2) have been
instructed that all such informalion is to be handled in strict confidence.
For the avoidance doubt, the parties acknowledge that this Confidentiality provision recognizes that when
there is a business need to do so, Microsoft and Customer may need to share/exchange their respective
Confidential lnformation with each other to develop a more meaningful business relationship. This section
provides Microsoft and Customer with a well-balanced, commercially reasonable and comprehensive set
of confidentiality terms that enable both parties to share/exchange a wide range of Confidential
lnformation with each other knowing with confidence that significant confidentiality protections are in
place. The confidentiality terms denoted below do not govern Microsoft's handling of Customer Data. ln
all inslances under this Agreement, Microsoft's handling of Customer Data shall be governed as
described under various other provisions of lhis Agreement and by Microsoft's data security policy.
a. What is included. "Confidential lnformation" is non-public information, know-how and Trade
Secrets in any form that are designated as 'confidential" or a reasonable person knows or
reasonably should understand to be confidential. lt includes non-public informalion regarding
either party's products or customers, marketing and promotions, or the negotiated terms of
Microsoft agreements.
b. What is not included. The following types of information, however marked, are not
Confidential lnformation. lnformation that:
(i) is, or becomes, publicly available without a breach of this agreement;
(ii) was lawfully known to the receiver of the information wilhout an obligation to keep it
confidential;
(iii) is received from anolher 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
servrces.
Treatment of Confidential lnformation.
(i) ln general. Subject to the other terms of lhis agreement, each party agrees:
1) it will not disclose the other's Confidential lnformation to third parties; and
2) it will use and disclose the other's Confidential lnformation only for purposes of the
parties' business relationship with each other.
c
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Document x20-04874
(ii) Security precautions. Subject to the other terms of this agreemenl, each party agrees:
1) to take reasonable steps to protect the other's Confidential lnformation - these steps
must be at least as protective as those the party takes to protect its own Confidential
lnformation;
2) to notify the other promptly upon discovery of any unaulhorized use or disclosure of
Confidential Information; and
3) to cooperate with the other to help regain control of the Confidential lnformation and
prevent further unauthorized use or disclosure of it.
(iii) Sharing Confidential lnformation with Affiliates and r€presentatives.
1) A "Representative" is an employee, contractor, advisor, or consultant of one of the
parties or of one of the parties' Affiliates.
2) Each party may disclose the other's confidential information to its Representatives
(who may then disclose that Confidential lnformation to other of that party's
Representatives) only if those Representatives have a need lo know about it for
purposes of the parties' business relationship with each other. Before doing so, each
party must:
A. ensure that Affiliates and Representatives are required to protect the Confldential
lnformation on terms consistent with this agreement; and
B. accept responsibility for each Representative's use of Confidential lnformation.
3) Neither party is required to restrict work assignments of Representatives who have
had access to Conlidential 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 olher aids. Each party
agrees that use of information in Representatives' unaided memories in the
development or deployment of the parties' respective products or services does not
create liability under this agreement or trade secret law, and each party agrees to
limit what it discloses to the other accordingly.
(iv) Disclosing Confidential lnformation if required to by law. Each party may disclose
the other's Confidential lnformation if required to comply with a court order or other
governmenl demand that has the force of law. Before doing so, each party must seek
the highest level of protection available and, when possible, give the other enough prior
notice to provide a reasonable chance to seek a proteclive order.
d. Length of Confidential lnformation obligations. Except as permitted above, neither party
will use or disclose the other's Confidential lnformation for five years after it is received. The
five-year time period does not apply if applicable law requires a longer period or the Product
Use Rights provide a more specific requirement.
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Document X20-04874
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 documenlation; and
b. Limited warranty term. The limited warranty for:
(i) Online Services is for the duration of Customer's use of lhe Online Service, subject to the
notice requirements in the applicable Service Level Agreement;
SelectPlus20l2AgrGov(US)SLG(ENG)(Octz01 2)
(ii) Products other than Online Services is one year from the date Customer first uses the
Product; and
c. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of
law last for one year from the start of the limited warranty:
(ii) the limited warranty does not cover problems caused by accident, abuse or use in a
manner inconsistent with this agreemenl or the Product Use Rights, or resulling from
events beyond Microsoft's reasonable control;
(iii) the limited warranty does not apply lo components of Products that Customer is
permitted to redistribute;
(iv) the limited warranty does not apply to free, trial, pre-release, or beta products; and
(v) the limited warranty does not apply to problems caused by the failure to meet minimum
syslem requirements.
d. Remedies for breach of limited warranty. lf Microsofl fails to meet any of the above limited
warranties and Customer notifies Microsoft within the warranty lerm, 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 QUALIry, T[LE, OR NON-
INFRINGEMENT. THESE DISCLAIMERS wlLL APPLY UNLESS APPLICABLE LAW
DOES NOT PERMIT THEM.
14. Defense of infringement, misappropriation, and third party claims.
a. Microsoft's agreement to protect. Microsoft will defend Enrolled Affiliate against any
claims made by an unafflliated third party that any Product or Fix that is made available by
Microsoft for a fee infringes that party's patent, copyright, or trademark or makes unlaMul use
of its Trade Secret. Microsoft will also pay lhe amount of any resulting adverse final
judgment (or settlement to which Microsoft consents). This section provides Enrolled
Affiliate's exclusive remedy for these claims.
b. Limitations on defense obligation. Microsoft's obligations will not apply to the extent that
the claim or award is based on:
(i) Customer Data, non-Microsoft software, modifications Enrolled Affiliate makes to, or any
specifications or materials Enrolled Affiliate provides or makes available for, a Product or
Fix. ;
(ii) Enrolled Affiliale's combination of the Product or Fix with a non-iricrosoft product, data or
business process; or damages based on the use of a non-Microsoft product, data or
business process: i
(iii) Enrolled Atfiliate's use of either N4icrosoft Trademarks or the use or redistribution of a
Product or Fix in violation of lhis agreement or any agreement incorporating ils terms or;
SelectPlus20l 2AgrGov(US)SLG(ENGXOct2012)Page 11 of 16
Document )O0-04874
(iv) Enrolled Affiliate's use of a Product or Fix after Microsoft identifies Enrolled Affiliate to
discontinue that use due to a third party claim.
To lhe extent permitted by applicable law, Enrolled Affiliate will be responsible Microsoft
for any costs or damages that result from any of the above actions.
c. Enrolled Affiliate's agreement to protect. To the extent permitted by applicable law,
Enrolled Affiliate will defend Microsoft and its Affiliates against any claims made by an
unaffiliated third party that:
(i) any Customer Data or non-Microsoft software Microsoft hosts on Customer's behalf
infringes the third party's patent, copyright, or trademark or makes unlawful use of its
Trade Secret;or
(ii) Arises from violation of the Acceptable use Policy, which is described in the Product Use
Rights.
Customer will be responsible for the amount of any resulting adverse final judgment (or
settlement to which it consents). This Section provides Microsoft's exclusive remedy for
these claims.
d. Rights and remedies in case of possible infringement or misappropriation.
(i) Microsoft's offerings. lf Microsoft reasonably believes that a Product or Fix may infringe
or misappropriate a third-party's intellectual property rights, Microsoft will seek to: (1)
procure for Enrolled Affiliate the right to continue to use the Product or Fix; or (2) modify
or replace it with a functional equivalent to make it non-infiinging 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 Afflliate
has paid in advance for unused Online Services).
(ii) Customer Data or use of non-Microsoft software with Online Services. lf an
unafflliated third party asserts that Customer Data or non-Microsoft software or
technology used by Enrolled Affiliate the Online Services violates their intellectual
property rights, [/icrosoft may ask Customer to remove the allegedly infringing item. lf
Enrolled Affiliate fails to do so within a reasonable period of time, Microsoft may suspend
or terminate the Online Service to which the Customer Dala or non-N,licrosoft 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 Affiliate promptly in writing of a claim subject to the Subsection titled
"Customer's agreement to protect." The party invoking its right to protection must (1) give the
other party sole control over the defense or settlement; and (2) provide reasonable
asslstance in defending the claim. The party providing the protection will reimburse the other
party for reasonable out of pocket expenses that it incurs in providing assistance.
15. Limitation of liability.
a. Limitation on liability. To the extent permitted by applicable law, the liability of each party,
its Affiliates, and its Contractors arising under this agreement is limited to direct damages up
to (1) for Products other than Online Services, the amount Customer paid for the Product
giving rise to that liability and (2) for Online Services, the amount Customer was required to
pay for the Online Service giving rise to that liability during the prior 12 months. ln the case
of Products provided free of charge, or code that Customer is authorized to redistribute to
third parties without separate payment to Microsoft, Microsofl's liability is limited to U.S.
SelectPlus20l 2AgrGov(US)SLG(ENGXOct201 2)Page 12 of 16
Document )(20-04874
$5,000. These limitations apply regardless of whether the liability is based on breach of
contract, tort (including negligence), strict liability, breach of warranties, or any other legal
theory. However, these monetary limitations will not apply to:
(i) Microsoft's and Customer's obligations under the section titled "Defense of infringement,
misappropriation, and third party claims',
(ii) liability for damages caused by either party's gross negligence or willful misconduct, or
that of its employees or 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 lhis subsection shall mean
"recklessness");
(iii) liabilities arising out of any breach by either party of its obligations under the section
entitled "Confidentiality", except that Microsoft's liability arising out of or in relation to
Customer Data shall in all cases be limited to the amount Cuslomer paid for the Online
Service giving rise to that liability during the prior 12 months;
(iv) liability for personal injury or death caused by either party's negligence, or that of its
employees or agents, or for fraudulent m isrepresentation; and
(v) violation by either party of the other party's intellectual property rights.
b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF
ITS AFFILIATES, OR CONTRACTORS, wlLL BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST
PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS
INFORMATION ARISING IN CONNECTION WTH THIS AGREEMENT, EVEN IF ADVISED
OF THE POSSIBILIry 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
CONFIDENTIALIW OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION
RELATES TO CUSTOMER DATA), THE OTHER PARW'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.
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, to the extent permitted by applicable law,
to verify compliance with the license terms for the Products, al Microsoft's expense.
b. Verification process and limitations. Microsoft will provide customer at least 30 days'
notice of its intent to verify compliance. l\4icrosoft will engage an independent auditor, which
will be subject to a conlidentiality obligation. Verification will take place during normal
business hours and in a manner that does not interfere unreasonably with Customer's
operations. Customer must promptly provide the independent auditor with any information it
reasonably requests in furtherance of the verification, including access to systems running
the Products and evidence of licenses for Products Customer hosts, sublicenses, or
distributes to third parties. As an alternative, Microsoft may require Customer to complete
Microsoft's self-audit process relating to the Products Customer and any of its Affiliates use
or distribute. Such information will be used solely for purposes of determining compliance.
c. Remedies for non-compliance. lf verification or self-audit reveals any unlicensed use,
Customer must within 30 days order sufficienl licenses to cover its use. lf there is no
SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2)Page 13 of 16
Document X20-04874
17.
unlicensed use, Microsofl will not undertake another verification of the same Customer for at
least one year. By exercising the rights and procedures described above, Microsoft does not
waive its rights to enforce this agreement or to protect its intellectual property by any other
means permitted by law.
N on- Mic rosoft S oftware or Tec h nology.
a. Registered Affiliate is solely responsible for any non-Microsoft software or technology that it
installs or uses with the Products or Fixes. Microsoft is not a party to and is not bound by any
terms governing Enrolls use of non-Microsoft software or technology. Without limiting the
foregoing, non-l\4icrosofl 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 lvlicrosoft.
b. lf Registered Affiliate installs or uses any non-Microsoft software or technology with the
Products or Fixes, it directs and conlrols 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 olher technical means that are part of the
Online Services). Microsoft will not run or make any copies of such non-Microsoft soflware or
technology outside of its relationship with Registered Affiliate.
c. lf Registered Affiliate installs or uses any non-Microsoft soflware or technology with the
Products or Fix, it may not do so in any way that would subject Microsoft's intellectual
property or technology to obligations beyond those included in the agreement.
18. Miscellaneous.
a Notices to Microsoft. Notices, authorizalions, and requests in connection with this
agreement must be sent by regular or overnighl mail, express courier, or fax to the addresses
and numbers listed in this agreemenl. Notices will be treated as delivered on the date shown
on the return recei or on the courier or fax co nfirmation of delivery
b. Assignment. Either party may assign this agreement to an Affiliate only. Assignment will
not relieve the assigning party of its obligations under the assigned agreement. lf either party
assigns this agreement, it must notify the other party of the assignmenl in writing.
c. Subcontractors. Microsoft may use contractors to perform Services and support Online
Services. Microsoft will be responsible for their performance subject to the terms of this
agreement.
d. Severability. lf a court holds any provision of this agreement to be illegal, invalid or
unenforceable, the rest of the document will remain in effect and this agreement will be
amended to give effect to the eliminated provision to the maximum extent possible.
e. Waiver. A waiver of any breach of this agreement is not a waiver of any other breach. Any
waiver must be in writing and signed by an authorized representative of the waiving party.
SelectPlus20l 2AgrGov(US)SLG(ENGXOct201 2)Page 14 of '16
Document X20-04874
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 Affiliate's state, without giving effect to its conflict of laws. Disputes
relating to this agreement will be subject to applicable dispute resolution laws of Registered
Affiliate's state.
g. This agreement is not exclusive. Customer is free to enter into agreements to license, use
or promote non-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 communications. ln the case of a conflict
between any of these documents that is not resolved expressly in the documents, their terms
will control in the following order: (1) these terms and conditions and the accompanying
signature form; (2) the Product List; (3) the Product Use Rights; (4) all registrations under this
agreement; and (5) all Orders submitted under this agreement. The terms of any purchase
order or any general terms and conditions Customer maintains do not apply.
i. Survival. Provisions regarding ownership and License rights, fees, Product use rights,
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 lermination or expiralion and the
other provisions in this section entitled "Miscellaneous' will survive termination or expiration
of this agreement and of any agreement in which they are incorporated.
j. No transfer of ownership. Microsoft does not transfer any ownership rights in any licensed
Product. Microsofl 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 Microsoft's intent that the terms of this agreement and the Product Use
Rights be in compliance with all applicable federal law and regulations. Any free Product
provided to Registered Affiliate is for the sole use and benefit of the Registered Affiliate, and
is not provided for use by or personal benefit of any specific government employee.
L Amending the agreement. This agreement (except the Product List and the Product Use
Rights) can be changed only by an amendment signed by both parties.
m. Resellers and other third parties cannot bind 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
notiflcation law). However, Microsoft is not responsible for compliance with any laws
applicable to Enrolled Affiliate or Enrolled Affiliate's industry that are not also generally
applicable to information technology seNices 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 lvlicrosoft
on behalf of third parties (including Enrolled Affiliate's contacts, resellers, distributors,
administrators, and employees) as part of this agreement. Enrolled Affiliate will obtain all
required consents from third parties under applicable privacy and data protection law before
providing personal information to Microsoft.
The personal information Enrolled Affiliate provides in connection with this agreement will be
processed according to the privacy statement available at
https://www.microsoft.com/licensinq/servicecenter (see footer), except that Productspecific
privacy statements are in the Product use rights. Personal data collected through Products
or Services may be transferred, stored and processed in the United States or any other
country in which Microsoft or its service providers maintain facilities. By using the Products
or Services, Customer consents to the foregoing. Microsoft abides by the EU Safe Harbor
and the Swiss Safe Harbor frameworks as set forth by the U.S. Department of Commerce
SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2)Page 15 of '16
Document )(2G04874
o
regarding the collection, use, and relention 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.
Natural disasters. ln the event of a "natural disaster", Microsoft may provide additional
assislance or rights by posting on m at such time.
p. Copyright violation. Except as set forth in section above entitled 'Transferring and
reassigning Licenses", the Registered Affiliate agrees to pay for, and comply with the terms of
this agreement and the Product Use Rights, for the Products it uses. Except to the extent
Registered Affiliate is licensed under this agreement, it will be responsible for its breach of
this contract and violation of Microsoft's copyright in the Products, including payment of
License fees specified in lhis agreement for unlicensed use.
q. U.S. export jurisdiction. Products and Fixes are subject to U.S. export jurisdiction.
Customer will comply with all U.S. Export Administration Regulations and lntemational Traffic
in Arms Regulation requiremenls as well as all end-user, end-use, and destination reslrictions
issued by the U.S. and other governments applicable to this agreement. For additional
information.see http://www. m icrosoft.com/exportinq
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Document )(20'04874
MSE#:
Micrdsoft Licensing, GP Document Summary Form
* This is for informational purposes only *
3-0000003183189
Signature Form
(MSLI
Tracldng
Number)
Do not modify the formafting or spacing of this Form above this text
Account Manaqer Name / Alias:
United States
Subsidiarv:
Country:
LAR/LAD/ESA:
Dell Inc.
ilililil11 iltilil
(MSLI S6anninq Code)
ACCOUNT: County of Riverside
Outsourcer Name:
Business Agreement Number:
Master Agreement Numb€r ,756479
Agreement Numbe( 7 657738
Purchase order Number:
4
comments:
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Noto: Ente. th6 applicable adive nurnbeE aqsocialed wlth the documents below
number be indicated here, or listed bglow as new.
Microsoft rsquires the associated adive
For the purposes of this form, "Custome/'can mean the signing entity, Enrolled Atfiliale, Govemment
Partner, lnstjtution, or other party entering into a volume licensing program agreemenl.
This sagnature form and all contract documents identified in the table below are entered into beween the
Customer and the Microsoft Affiliate signing, as of the effectivs date identified betow,
By signing below, Customer and the Microsoft Affiliate agree that both pa(ies ('l) have received, read and
understand the above contract documents, including any websites or documents incorporated by
reference and any amendments and (2) agree to be bound by the terms of all such documents.
* indicates required field
Select Plus Agreement x20-o4874
<Choose Agreement>Document Number or Code
<Choose Agreement>Document Number oi Code
<Choose Agreement>Document Nuhber or Code
<Choose Agreement>Document Number or Code
Select Plus Affiliate Registration Form x20449?1
<Choose EnroumenU Registration>Document Number or Code
rollmenURegistration><Choose En Document Number or Code
<Choose EnrollmenURegistration>Document NumEer or Code
<Choose EnrollmenURegistration>D6cument Number or Code
qgqument Description Document Number or Code
Document Description Document Number or Code
Document Oescription Document Number or Code
Doc-ument Oescription Document Number or Code
Document. Description Document Number or Cods
Contract Document Number or Code
Prlntod Tifl e' Procurement Contract Specialist
Signaturc Oato' 07 I 17 t20 1 3
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JUL 2 3 20t3
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Printed Flt8t and Last Name
Print€d Tltle
Signature Oato
(dato Mjcrosofr Affliets countersigns)
Signature
icIosoft Liconsi ng. GPEffoctlvo Date
(may bo difbrent than Microsot3 shnature date)l,lvr
optlonal 2d customer Blgnaturc or Outsourcer slgnature (lf applicable)
' indicates required field
" indicates required field
lf customer requires physical media, addi$onal contacts, or is reporting multiple previous Enrollments,
include the appropriate form(s) with this signature iorm
Aft€r this signature form is signed by the Customer, send it and the Contract Oocuments to Custome/s
cnannet painer or Microsot iccouni manager, who must submit them to the following address. When
the signature form is fully executed by Microsoft, Customer will receive a confirmation copy'
Mlcrosolt ucensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, SuiG 210
Reno, Nevada 89511-1137
USA
ProgramslgnFolm(MSSign)(NA,LatAm)ExBRA,MLI(ENGXOd2o12)Pago 2 ol 3
Name of Entlty (must bo logal entlty nam6)*
SionaturE*
Prlntod FinBt and Last Namo*
Printed Tltle'
Slgnaturo Date'
Customer
Microsoft Affiliate
Outsourcer
Name ot Entlty (mu8t bo logal entity name)'
Signature'
Friqlgd ElFt and Last Name*
Printed Thla*
Signature Date'
Preparsd By: Name of Preparer
Email of Pteparer
Pr€ramSignForm(MSSignXNA,IrtAm)E)cRA,MLl(ENGXOd201 2)Page 3 of 3
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IIBA/MBSAnumber Rlvco-8084445-M-
AMD2
8084445
Nole; Enlel the appllcabla acllve numbers associsled wilh lhe documonts below. Microsofl requlres th6
associalod aclive nunber be indicaled here, or lisled below as new,
For the puDoses of thls ,orm, "Customer' can mean the slgnlng entlty, Enrolled Afllllate,
Government Parlner, lnstitulion, or olher parly en!€ring lnto a volume licensing program agreemenl.
Thls signature form snd all contract documents identllied ln (he lable below are snlared inlo between
lhe Cu$tomer and lhe Microsofl Afrillate slgning, as of lhe effecllve dat€ ldentiflod below.
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<Choos€ EnrollmenUR€qlstralion>
<Choose EnrollmenVRegislration>
<Choose EnrollmenUReqistratlon>
<Choose EnrollmenUReqistration>
<Choose EnrollmenURegislrallon>
Amendment to Conlracl Documenls cTM-FWK-CTC-AGR (8084445)
Contract Document
NamE of Entity,(Orst bs lg$At entlty name)' Counly of Rlverslde
srsn.ltur"'ry'&d@
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By signing below, Customer and th€ Microsoft Affiliate agreo that both parties (1) have received, read
and understand the above conkacl doqumenls, locluding any w€bsltes or documenls incorporated by
refer€nce and any amendments and (2) agree to be bound by the terms of all such documents.
Corporation
Mlcrosoft Co
JAN 29
ratlon
2020
Printed Flrst and Last N
Prlntsd Tltlo
Signaturo Date
(dsle MlcrosoltAfiillate countorslgns)
ame
Slgnaturs
ofllehaonbd
tlonaor(,orPDu
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Agreement Effectivo Date
(may be dillercnt lhan Microsofts
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Name of Entlty (must bs l€gal entlty oamel'
Slgnature*
Prlnted Flr6t and La6t Name*
Printed Tltls
Signature Dalo*
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Oplional 2nd customer slgnature or OuGourcer slgnature (lf appllcable)
I indicates rcquired llold
' ltldlcat€is requhed lield
L Cuslomer requlres addllional cpnlacls or ls reportlng mulllplo prsvlous Enrollmenls, include the
appropriale form(s) with thls slgnature form.
After lhls slgnature torm ls slgned by lhe Cuslomsr, send il and lhe conlracl Documsnts to CustomBr's
channel partner or Mlcrosoft account manager, who must submil lhem lo lhe followlng address. When
lhe signalure Form ls lully executed by Microsoft, Customsl wlll rocelve a conlirmalion copy.
Mlcrosoft Coryorallon
Depl, 551, Volume Lic€hsing
6100 NellRoad, Sulte 210
Reno, Nevada 8951 1-1 137
USA
Name of Entity (must be legal entlty nams)'
Slgnature'
Printed First and Last Name'
Printed Tltle
Slgnature Date'
ProqramSignForm(MSSign)(NA, LatAm)ExBRA(ENG)(Oct201 9)Page 2 ol2
Documenl X20-12845
Microsoft Affiliat6
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Agrsement Numbor
Thls amendment ('Amendment") ls entored lnto between lhe parlies idBnlilled on ths attached program
slgnalure form. lt amends the Enrollment or Agreement ldenliliad above. All terms used but not derined
in lhis Amendment will have lhe same meanlnos provided in that Enaollmenl or Agreement.
Microsoft Services Amendment to the Enterprise Enrollment
Federal, State and Local Government & Public Educational lnstilutions
Enroll€d Afliliato ls ordering Professlonal S€rvlcss dsscrlbsd ln the atlached Statement ol Servlces
(S0S) ln connecllon wilh tho Products licBnsed by Enrolled Affiliate und€r lhe Enrollmenl. The parlles
agree that lh€ Enrollment ls amended to add the following lerms that shall apply lo lhe services
described ln lhe SOS.
Terms and Condltlons
1. Doflnltlons, All terms deflned ln lho Agr€ement and the Enrollmont shall spply to thls Amendment
unless otherwlse stalod, Addltional terms aro dolined as lollows:
'Customol,' means lhe legal €nlity that has enter€d lnto lhe Agre€msnt;
"Cuslomsr oata" m€Ens all data, including Ell text, sound, software, imago or vldeo file3 that are provided
to Mlcrosoft by, or on b6halfof, Cuslomer and lts Arlillatss ln connecllon wilh Professional Servicos:
'day' means a calendar day, except references that spedry "busin€ss dsy':
"Flx" or'Flxes"me8ns Product tix6s, modificallons, onhadcemenls, or thelrda valivffi,lhat Microsofteilher
reloases gsnerally (such as Product servlce packs) orlhal Mlqosoft provldes to Custom€rwhen psrformlng
Professlonal Servlcas to addre8s a specllic lssue (includlng, but nol llmlted to, workarorods, patches, bug
lixge, bete ,ixos €nd betE bullds)i
"Mlcrcsofl" means lhe fullcrosotl Affiliate thal has entered lnto the Agreemenl and its Affiliates, as
appropriate;
'Pre-Exlsllng Work" means any comput€rcodo or malorlals dev€loped orotheNlse oblalned lnd€pendently
oflhe efforts ofa parly undsr a Slatemenl of Ssrvlces;
"Professlonal Ssrvlces" m€ans all Product support services and Mlcrosoft consultlng servlces or
advice provided to Cuslomor under lhis Amendmenl. "Prolesslonal Seryices" does nol Include Onllne
Services;
'Servlce Dellveralrlo8" means any computer code or mal€rials, olher lhan Producls or Fixes, lhal Microsoff
leaves with Customer at the conclusion of Mlcrosofl's perlormsncs ofthe Professional Servicesi
"Slatomont ofSorvlcos" moans any work orders, seNlces descriptions, or olher doscription of Prof€ssional
Services lhat incorporates this Am€ndmenl:
AmendmenLqpp v4.0 CTI\',FWI(,CTC.AGR BD
Pag€ 1 or8
"Trado secret' m6sns information that is not generally known or readily ascerlainable to the public, has
economlc value as a rosult, and has been subjecl to rea8onable st6ps under the clrcumslanc63 to mainlain
Its secrecy;
"uaE" or "run" means to copy, lnstall. use, access, dlsplay, run or olheNlse lnteractwllh;
'Volumo Llqenslng Slte" meens ltup:/tryul0lelojglllq!!4iaqEl|I&9llGqs or a succsssor site
?, Seryrces. The precise scope ol lhe Prolessional Services will be sp€cilled in a Statement of Services.
Customer or any of Cuslomer's Afllliat€s may enter into Slat€ments of Services under lhis Amendment wlth
Mlcrosoft's local Alfillates. Mlcro8oft'8 ablllly lo dellver lh€ Profssslonal Sorvico8 depends upon Customer's
fulland lim€ly cooperalion, as wellas the accuracy and completeness ofany inlormation Custom6r provides-
Thls Agreement does not obligale eith€r party or its Amllates lo ent€r into any Stelements ot S€rylces.
3, Use, ownership, tlghls and reat ctlons
P/odrcrs. Unless otherwise speclfied in the Enrollmsnl, use of any Product ls governed by the use
Righl6 sp€cltic to each Producl End vbrslon and by the l€tms of lhe spplicabl6 llc€nse agreement.
b. Frxes and servlces Dellvercblos.
I FIx€8, Each Flx lB llcenssd under the same terms as the Product lo whlch lt applies. lf lh€
Fix is not providgd for a sp€dllc Producl, any use l€rms Mlcrosott provldes wilh the Fix will
apply. It no use terms are provlded, Cuslomer shall have I non.€xcluslve, psrpslual, fully
pald-up liQense t0 use end reproduce lhe Flx solely for lts Internal buslnoss purposes.
custom€r may not modlly, changs lhe lilo name or comblne any Flx 'ivlth any non-Micro8ofl
computer code, except as expressly permltted in the Agl6ement.
Pre-Exlstlng Work, All rights in Pre-Existing Worl( will remain the sole property of lhe party
providing th6 Pre-Edstlng Woft. Each party may use, r€produco and modify ihe oh€r
parly's Pre-Exlstlng Work only as needed to perlorm obliga ons related to Professional
seNicas.
a
lll, sarvlces Dellverables. Upon paym€nt In tull, Mlc'rosoft granls Customer a non-oxqlusive,
non-lransfe€ble, perpelual license to reproduce, use and modify the Services Dellverables
solely for Customor's lnlernal buslness purposes, subjsct to tho torms and condltions In this
Amendment.
lv, Afllliales' rlghls. Customer may only sublicense its rights in Soryices Deliverables and
Sample Code granted hereunder to its Atliliales, but Customeis Affiliates may nol
subllcense thes6 rlghls. Cuslomer ls responslble for ensu ng lts Alfiliates' compliance with
thls Amendment.
Non.Mictosoft softwdrc and leclnolggy, Customor is solely r6sponslblo for any non-Microsofr
soltware or technology that Customer lnstalls or uses wlth the Products, FIx€s or Seryicos
DellverEblos, Customer may not lnslall or use non-Microsoft softwar€ or tochnology ln any ! ,ay that
would subject Microsoft's intelleclual property or t€chnology to obllgations bByond lhos€ included in
lhis Amendment.
d. Sampla Code. Upon paym€nt in full, Microsoft grants Cuslomer I non-exclusivo, perpetual, non-
transferable license to use and modlfy any Software code provided by Mlcrosoft for lhe purposes of
lllustratlon ("samplo Cods") and to reproduce and distrjbut€ the objecl code form of th€ Sample
code for custome/s internal business purpases only and not to any unatflllatBd lhhd party.
Restrlcllons on use. Customer musl not (and ls not licensed to) (1) reverse €ngineer, de-complle
ordisassembl6 any Producl, Flx or Servico Doliverable; (2) install or use non-Microsoll software or
technology in any way that would subJoct Mlcrosoft's lntollectual propsrty ortochnology to any other
license terms; or (3) work around any technical limllallons in a Producl, Fix or SeNlces Dellverable
or reslrictlons in Product documentalion. Except as expressly p€rmlttod ln lhis Amendment or I
Slatemenl of Services, Customer must not dislribul€, sublicense, renl, lease or lend any Product,
Flx or Service Dellverable, ln whole or ln part, or u6e them to offel hosting servlces to a lhlrd party.
Amendmen[qpp v4.0 CTM.FWl(,CTC-AGR
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f. Reseryatior of Rigtls. Producls, Fixes, and Sorvlc€ Oellverabl€s ar€ prolected by copyrighl and
other intellectual property rlghls laws and lnternationsl trBatles. Mlcro6oft reservos all dghls not
exprossly granted ln thls Agreement. No rlghts wlll be granted or implied by waiver or estoppel,
g, Suppodahlllty of Ptoducls, Supporl for Producls ls EvEllabls under the t€rms of a licsnsing
agr€emenl, a separato Slatement of Services or under lhe lerms set lorlh al
hl(0i,//suDt)orl. rrlorosoll -con or a succ,€ssor slte,
4. Contldentlallly, Subject to the requirem8nts o[Cuslomer's public records and lrade secr€l laws (if any):
"Conlldenllal lnformallon' ls non-publlc lnformallon thal 16 de6lgnated "conlidenlial' or that a reasonable
person should understand is confidenllal, and the terms ofthls Amendment, lt lncludes, but ls not limited to,
non-public informatlon regarding eilh8r party's producls, fealures, mark€ting and promollons, and the
nogollated terms of any Statement of Services.
conlidentjal lnlormation does not lnclude Information lh6t (a) becomes publlcly avallabl6 without a bresch ot
thls Amendment, (b) the recsiving parly recelved lawlully from anolher source without a confldenllality
obligalion, (c) is lndependenlly developed, or (d) is a comment or suggesllon voluhteered about the other
party's buslness, producl6 or servlces.
Each parly will take reasonable sleps lo prot€cl thg oth6r's conlidonliql lnlormallon and wlll use lhe olher
party's Conlidenlial ln[ormalion only for purposes of lhe partios' buslness relallonshlp, Neither party will
disclose that Conlidenlial lnlormallon lo thlrd parties, except to lts employ€es, Affllal6s, contractors, advlsors,
and consultanls (colleclivoly "Representatives") and thononly od a n€€d-lo-kno!,vbasls, under non-disclosure
obllgalions at least as proteclive as this Agreement. Each party remalns resporulble for the use of lhe
Conlldential lnformation by lls Represenletiv€s and, in the event of discovery of any unauthorized use or
disclosur€, must promptly nolify lhe olher party.
A party may disclose the olher parly's Confidenllal lnformation if required by lawi butonly atler ll notifies lhe
other party (lf legally permlssible) to €nable the other party to s6ek a protGcllve order.
Nailh€r party ls requked to r$tdct wofi a$ignments oF its r€presentatives who have had access to
Confldenlial lnformalion. Each party agr€€s lhat use of lnformatlon ln replesenlatives' unalded memorles in
the developmenl or deployment ot lh€ partlss' respectlvo products orEerylces dos6 not cr€ate liabllity under
lhis Amendment orTradB Secrot law, and each party agrees to llmit what it discloses to the olher accordingly.
The6e obllgatlons apply for a period of five years aller thd confidenlial inlormation ls received.
6. compllance wllh appllcdble laws, prlvacy and Eecurlly,
a, Customer consents to lhe procossing of personal inlolmalion by Mlcrosott and lls agenls to facililate
th6 subjoct matter of lhls Amendment. Customer \,yill obtaln all r€qulred consents lrom lhlrd parllos
(including Customer(s contacts, resell€rs, dielribulors, adminlstrators, and employees) lndor
appllcsble privacy and data proteclion law befor€ providing personal lnlormatlon to Microsofl.
U.S. Export. lvllcrosott Products, Flx6s and S€rvices DslivorsbleE ar€ subieat to U.S. exporl
jurisdiction. Cuslomer must comply wllh all appllcable lnternational and national laws, lncluding the
U.s. Export Admlnislrallon Regulatlons, lhe lnternallonal Tratlic ln Arms Regulallons, and end"user,
end use and destlnallon restrictions by U,s. and olher govornmenls r€lated to Mlcrosoft Products,
services, and lechnoloqles.
6, Warranlles.
c
Amend.nenlApp v4.0 CTI!1-FW(-CTC.AGR BD
Page 3 o[6
b. Personal lnformauon collecled through Professlonal Sorvlcos (l) may bo lranshrred, stored and
procegsed ln lhs United Slat€s or 8fly olher country ln whlch Mlcrosolt or lls contractors mainlain
facilities and (ii) wlll be subject to th€ privacy terms speclfied in the Use Rights. Microsott will ablde
by lhe requlrements of European Economlc Area and Swiss data prolection law regardlng the
collection, u9e, lrsnsfer, retenlion and processing of personal dala lrom the European Economic
Area and Switzerland.
Llmlted wa antlos and rcmedles - Prcfesslora, servrtes, Microsofl warrants that lt will perlorm
Professional Services with prolessional car€ and sklll. lf Mlcrosoft fails lo do so, and Customer
nolifies Microsofl wllhirr 90 days of lhe date lhe Prolessional S€rulces were performed, lhen
Mlcrosoft wlll, at lls dlscrollon, ellher re-perform the Professional Servlces or return th€ prico pald
for lhem. These romedies sre customer's sole temedies lor braach of warrantles ln lhls seclion.
Custom€r waivos any breach o[warranty clalms not mad€ during lhe warranty period.
b, Excluslons, The warrgnlioE ln lhls seolion do not cover problemE cals€d by accldenl, abuse or
use ln a manner lnconsistent with lhis Amendment, lncluding fallure lo moet mlnimum system
r€quir€m€nts. These warrantles do not apply to fr€e, trial, pre-relBas€ or bela Products or to
componenls ol Producls that Cuslomer is permitted to redistribule. DISCLAIMER. Excspt lor tho
llmll€d warrantles above, Mlcrosoft provldeE no othsrwarranlloE or condltlonE arld dlsclalms
any other exproes, lmpllEd or slatulory warrantlos, lncludlng warranlles ol quallty,
merchantablllty, ,ltnssE lor a partlcular purpose, title and non-inlrlngement,
7. Detensg ol thlrd-party clalms,
To the extent not ptohibited by applicabls law, the partl€s wllldelend each olhoragalnst the third'party claims
described ln lhls s€cllon and wlll pay tha amounl of any resulling adverse llnal judgment or approved
seltlement, butonly lfthedefendlng party b promptly notified ln wrillng oflheclalm and ha6 ths rlghtto control
the defense and any s€ttlemenl ol it (subject to (subject to 28 U-S.C. S 516 Is Customer is a Federal
Governm€nt agency). The party belng delended must provld€ lhe dofendlhd pBrty with all requostod
asslslance, lnformallon and aulhorlty, Th6 delending pa y will reimburse lhe other pady for reasonable oul-
of-pocket expenses it lncurs ln provjding asslstance, This section descflbes the padles' sole remedies and
enllre liability for 6uch clalms.
By Mlcrosott. Microsoll wlll defend Customer against any lhird-party cleim io the oxtent lt alleges
that any Fix or Servic€s Deliverable made available by Mlcrosofl for a loe and used wlthlnlhe scope
of Section 3 of lhis Amendment (unmodilied lrom the form provlded by Mlcrosoft and nol combined
with anylhing else) misappropriates a bade secret or dhectly intringes a patent, copyrlghl, or
trademark or olher proprlolary rlght of a third party. lf Nllcro6oft ls unable to r€solve a clalm of
lnlringement under commercially roasonable lorms, lt may, al 116 optlon, elther (1) modiFy or roplac€
th€ Flx or Servlcos Deliverable wllh a functlonal equlvalont or (2) lerminate customeis liconso aM
r€fund any le€s pald for such Flx(es) and Servlces Delivorable(s), Microsoft will not be llablo for
any alalms or damages duo to Customeas continued use of a Ploduct, Flx or SeNices Deliverable
after belng notifi€d to stop dus lo I third.party cl8im.
b. By Cuslomor. To lhe exlenl p€mitted by applicablo law, Customor wlll defend Microsoft
agsinst gny third-party claim lo the 6xtent lt alleges lhat Customeis use of any Fix or Seryices
Doliv6rabl6 alone or ln comblnallonwith anything else, violates the law ordamages a lhlrd parly.
c. Notwilhstanding lhe foregolng, Mlcrosofl's rlghts sel lorlh in lhis section (end the rights of the
third party clalmlng h,rlngomonl) shall be governed by tho provislons of 28 U.S.C, S 1498, lf
Cuslomer ls a Federal Gov6rnmenl agency.
B. Llmltatlons ot llab lty.
Each parly's maximum, aggregale llability to the other is limited to direct damages finally awarded in
an amount nol to exceed lhe amounts Customer was required to pay for the appllcable Stalemenl of
SeNices, subject lo lhe followlng.
a. Ftee Prot€sslonal Sorvlcos and Dlstributablo code. For Professional Services provid€d free
of charge and code lhat Customer is authorized to rediskibule to lhird partles wilhoul a separale
paymenl to Mlcrosofl, Mlclosofl's llablllty is limitod to direct damages finally awarded up lo
us$5000,
b, Excluslons. ln no event will olther party bo liable for any lndlrect, lncldenlal, special,
punilivs, or consgquentlal damages, or for loss of use, Ioss ol buslnoss information, loss
of revenue, or inlsrr ptlon of bu6lnoss, however caussd or on any thsory of llability.
c. Exceptlons. No limllalion or excluslons wlll apply to liability arislng out of ellher party's (1)
contidEnlialily obligations (€xcept forall llablllly related to Customer Data, whlch wlll remain subject
CTM-FVVI(-CTC,AGR
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Pag€ 4 of 6
AmendmentApp v4 0
to lhe limitations and exclusions above): (2) defsnse obligalions; or (3) violalion of thB other parly's
inlellectual properly righls.
g, Term and termlnatlor. Thl3 Amendmenl yyill remain in effect until terminated.
Elther party may terminate lhis Amendment al any time wilhout cause by giving the other pady at least 60
calendar days prior wrltt€n notic€. Termlnating lhis Am€ndm€nt lvlll not affect any exlsting Statement6 ol
SeNlces but will termlnat€ the abillly ot the padlos lo enter inlo subGequent Slatemenls of Servlcos.
Customer may lermlnals a Slalement of Sgrvices upon 30 days' nolice. Either party tq the Statemont of
Services may terminate it if lhe other party is in mats al broach or default of any obligation that is not cur€d
\,vlthln 30 cal8ndar days' nollce of such broach, Mlcrdsoft may lerminale a Slalemont ol Servlces if Customer
fails to pay any invoice lhat ls more than 60 days outstanding, Cuslomer agrees lo pay all l€es lor
Prol€ssional SBrvices performed and expenses incurred prior to lermlnation and any additional amounts that
may bo specified in a Stalemenl of S€rvices. Upon Mlcrosofl's r€ceipl of paymenl for lhe Prolesslonal
Sqrvlces, Cuslome/s lnleresls in lhe services Dellverables lyill vesl.
10, Mlscollenoous
Nolrces. Nollces must be sent to lhe addr€ss on lhe slgnature pag6 of lhls Amqndment or on an
appllcabl€ Statemenl ol Services, All noliaes, aulhdrizallong, and requests given or mFde ln
conn€ction wlth lhis Amsndmenl murl be ln wriling and will be treated as delivsred on ths dale
shown on the return receipt or on lhe courier or fax confinrallon of dellvery. Mlcro3on may provide
lnformation lo Customer aboul upcomlng orderlng d€adlinBE, servlces and subscriptlon lnformation
In elecfonlc form, including by amall to contacls prgvided by the Customer, Emails wlll be kealed
Es deliv€red on lh€ lrammlsslon date.
h. lnswanco whlle potomlng Professlonal sorvlces on Customot's pramrses. Mlcrosolt will
maintaln lndustry-approprlate ineurance coverage al all times when performlng Professional
Servic€s on Customer's premlses under lhis Amendment via comm€rcial lnsuranco, s€lf-insuranco,
or any other similar risk financing altornative. Microsolt wlll provide Customer with evldonce of
coverage on requesl.
L Amendments. Any moditication to this Amendment must be executed by bolh parties, except lhat
Mlcrosofl m6y chango lhe Product Tsms and Use Rlghts ln accordance wlth tho t€rms of lhe
Agreement. Any additional or conflicling terms and condillons conlained ln Cuslomer's purchase
order are expressly rejecled and will not apply.
l. No transler ol owrersrrrp. Mlcrosolt does not lransler ownership rlghts ln any Product. Tho
Producls are protected by c,opyright and other intellectual property rights, lav{s and inlernational
lrealles.
a
AmendmenLApp v4.0 CTM FTA'I{,CTC,AGR BD
Pago 5 ol6
b. Appllcable law; dlapute re0olullon. This Amondment together wlth the applicable Statemenl of
Servlces will be governed by the bws set fonh ln lhe Agreement.
c. Sevorahlllty, lf any provlsion of thls Amsndment ls h6ld lo be unenforceable, lh6 balance of the
Amendment wlll remaln ln full force and elfecl.
d, Walver, Failure to enforce any paovision ofthls Ament ment wlll nol conslltuto a wElver. Any waiver
must be msde in writing and signed by an aulhorlzed repr€s€ntallve olthe waiving party.
e, Suwlval. Allprovislons Gurviv€ lerminatlon or explrallon oflhls Amsndlrianl, oxcept those r€qulrlng
performance only during ihe tem of a Slat€ment of Servlces.
I. Mictosoft as independent contraclor, The parlies are independBnt conlractors. Customer and
l\4lcrosoft €ach may devolop products lndependently wilhout using lhe otheis conndenlial
lnformatlon.
g. Usg of contractors. Microaolt may u8e conlractors to perform Prcfesslonal SeMces but will be
rosponslble torlhelr performanca subject lo the terms of lhls Amendment.
k, Prolesslonat Ser']/lces paymentterms, Customer agr€€s lo pay alltess ln a Statomont of S€rvicas
wilhin 30 days oflhe date ofMlcrosoft's lnvolco unless the Statemont ol Services provldes olheftylse.
Mlcrosofl may assess 6 linance charge of lhe lesser of 18o/o per annum, accru6d, calculated and
payable monthly or lhe hlghest amount allowed by law on all pasl due amounts due lo Mlcrosoft.
Microsoft will have no obllgalion to conlinue to provide Protesslonal Services ll Customer fails to
make limely payment.
L faxes. lf any amounts are lo ba pald to Microsofl, the amounls owed ar€ exclusive of any
laxes. Customer shall pay all valuo added, goods aM servlces, sal6s, gross receipts or othsr
lransaction t6xos, tees, charges oI surcharges or other slmllar laxs8, char€8orl€e6 orany regulatory
co3l rocovery and olher surcharges lhal are o,r,/Bd under lhls Amendment and which Mlcrosoft ls
permitted to collecl from Customer. Customer shall also be rosponsible for on applicable slsmp
taxes and for all other taxes lhat lt ls legally obligated to pay, Includlng any taxss lhat arlso on tho
dlsklbutlon of provislon of ProF€ssional Serylces by Customer lo lts Affiliat€. Microsott shall be
responslble for paymenl of all l€xes bas6d upon lls nsl incom6, gross recelpts taxes lmposed in lleu
ol laxes on income or prolits, or taxes on Microsoft's prop€rty ownsrship.
llany taxos ars rsquir€d lo be tvithheld on paymenls made to Microsoft, Customor may doduct such
taxss from lhE amqunt ow6d and pay them lo the appropriate laxlng aulhorlty: provlded however,
lhat Customer shall promptly securo and deliver sn omcial rBc6ipl for those withholdings and olher
documenls roasonably requested by Mlcrosoft lo clalm a lorelgn lax crodlt or refund. Cuotomor will
ensuro lhat any laxes withheld are minlmized to lhe exlent posslble under applicable law.
I,. No thlrd-party henoflclarles, This Amendment does nol create and third-party beneficlary rlghls
Except for changes mad€ by lhis Amendment, lhe Enrollmenl or Agreemenl identilied above remalnB
unchanged and ln fullforce and eff€cl. lflh€ro is any conflicl betw€sn any provislon in this Amendment
and any provlsion ln lhe Enrollmenl or Agreement identilled above, lhls Amendment shall control.
Thls Amendment must be attached to a slgnature form to be valid.
Micro6oft lnternal Use on
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_Consulting Services Amendment for EA
Attach.docx
CTM CTM-FWK.CTC-AGR BD
AmondmsnLApp v4.0 CTI\4,FWK.CTC.AGR
Pags 6 or5
AGREEMENT # ITARC'.009.]3
LICENSED SUPPORT PROVIDER (LSP)
AGREEMENT No. ITARC-00933
For
MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO.8084445
BETWEEN
COUNTY OF RIVERSIDE
And
CDW GOVERNMENT LLC
All Terms and Conditions of this Agreement No. ITARC-00933shall govem purchase of Microsoft
products and services under Microsoft EA no. 8084445 by County through the LSP.
I
Period of Perfornrance:
This Agreement shall be effective from November 01.2024 and continues in effect through October
31,2027, with the option to renew for an additional three-year period expiring on October 31, 2030,
with no obligation by the County ofRiverside to purchase any specified amount ofgoods or services.
In addition, the County may at any time choose to transfer the enrollment from one LSP to another
LSP pursuant to the transfer terms set by Microsoft.
The period of performance for the enrollment with the LSP may be for up to a three-year term with
the option to renew the enrollments wilh contracted LSP through the LSP contract expiration date.
3. Compensation
The COUNTY shall pay the LSP for products aI the cost as stated in Exhibit A, incuned in
accordance with the terms of this Agreemenl. The COUNTY is not responsible for any fees or costs
incurred above or beyond the contracted amount and shall have no obligation to purchase any
specified amount of sewices or products.
Non-Appropriations: The COUNTY obligation for payment olthis Agreement beyond the current
fiscal year end is contingenl upon and limited by the availability of COUNTY funding from which
payment can be made, and invoices shall be rendered "monthly" in arrears. In the State olCalif-omia,
Government agencies are not allowed to pay excess interest and late charges, per Govemment Codes,
Section 926. 10. No legal liability on the pan of the COUNTY shall arise for payment beyond June
30 of each calendar year unless funds are made available for such payment- ln the event that such
2.
Rc!isrcn l/0612021
1,
SEP 10 2024 3"u
This Agreement is entered between the COUNTY OF RIVERSIDE, a political subdivision of the
State of Califomia, (herein refered to as "COI-rNTY"), and CDW Govemment LLC, an Illinois Limited
Liability Company authorized to conducl business in the State of Califomia (herein refened to as "LSP")
of Microsoft Licensing Solution Provider. effective from November 0l .2024 and continues in effect through
October 31, 2027, based on LSP's response to RFQ no. ITARC-532 lor Microsoft products and services
under Microsoft EA no. 8084445. The parties agree as follows:
4
ACRI]I]MENI fl II AR(',009]3
funds are not forthcoming lbr any reason. COUNTY shall imnrediately notii/ CONTI{ACTOR in
writing; and this Agreement shall be deemed terminated, have no further force, and effect.
Hold Harmless/I ndemnifi cation :
4.1 LSP shall indemnily and hold harmless the County of Riverside, its Agencies. Districts,
Special Districts and Depadments, their respective directors, officers, Board ol Supervisors,
elected and appointed officials, employees, agents and representatives (individually and
collectively hereinafter referred to as Indemnitees) from any liability, action, claim or damage
whatsoever, based or asserted upon any services, or acts or omissions, of LSP, its officers,
employees, subcontraclor, agents or represenlatives arising out of or in any way relating to this
Agreement. including but not limited to property damage, bodily injury, or death or any other
element ofany kind or nature. LSP shall defend the lndemnitees aI its sole expense including all
costs and fees (including, but not limited, to attomey fees, cost of investigation, defense and
seftlements or awards) in any claim or action based upon such acts, omissions or services.
4.2 With respect to any action or claim subject to indemnification herein by LSP. LSP shall, at
their sole cost, have the right to use counsel oftheir own choice and shall have the right to adjust,
settle, or compromise any such action or claim without the prior consent of County; provided,
however, that any such adjustment, settlement or compromise in no manner whatsoever limits
or circumscribes LSP indemnification to lndemnitees as set forth herein.
4.3 LSP obligation hereunder shall be satisfied when LSP has provided to County the appropriate
form of dismissal relieving county f'rom any liability for the action or claim involved.
Termination:
5.1 County may terminate this Agreement without cause upon thirty (30) days wrilten notice
served upon the LSP stating the extent and effective date of termination.
5.2 County may, upon five (5) days written notice terminate this Agreement fbr LSP def'ault, if
LSP refuses or fails to comply with the terms of this Agreement or fails to make progress that
may endanger performance and does not immediately cure such failure. ln the event of such
Iennination, the County may proceed with the work in any manner deemed proper by County.
5.3 LSP rights under this Agreemenl shall terminate (except for t'ees accrued prior to the date of
termination) upon dishonesty or a willful or material breach ofthis Agreement by LSP; or in the
event of LSP unwillingness or inability for any reason whatsoever to perfonn lhe tenns of this
Agreement.
Alteration or Changes to the Agreement
The Board of Supervisors and the County Purchasing Agent and/or his designee is the only
authorized County representatives who may at any time, by written order, alter this Agreement. If
any such alteration causes an increase or decrease in the cost of, or the time required for the
performance under this Agreemenl, an equitable adjustment shall be made in the Agreement price
or delivery schedule, or both, and the Agreement shall be modified by written amendment
accordingly.
2
5
6
Rc\isiu' I 06l0l I
7
ACREEMENl' # I1'ARC.OOg33
Notices
All correspondence and notices required or contemplated by this Agreement shall be delivered to
the respective parlies at the addresses set fofth below and are deemed submitted two days after
their deposit in the United States mail, postage prepaid:
LSP
CDW Govemment LLC
Attn: Brian Fisher
230 N. Milwaukee Ave
Vemon Hills. IL 6006 t
jordham(!cdwg.corn
8.Insurance
Without limiting or diminishing the LSP'S obligation to indemnify or hold the COUNTY harmless,
LSP shall procure and maintain or cause to be maintained, at its sole cost and expense, the following
insurance coverage's during the term of this Agreement. As respects to the insurance section only,
the COLINTY herein refers Io the County of Riverside, its Agencies, Districts, Special Districts,
and Departments, their respective directors, officers, Board of Supervisors, employees, elected or
appointed officials. agents, or representatives as Additional Insureds.
A. Workers' Compcnsation:
Ifthe LSP has employees as defined by the State of Calilbrnia, the LSP shall maintain statutory
Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of
Calitbrnia. Policy shall include Employers' Liability (Coverage B) including Occupational Disease
with limits not less than $1.000,000 per person per accident, The policy shall be endorsed to waive
subrogation in f'avor of The County of Riverside. Policy shall name the COUNTY as Additional
Insureds.
B. Commercial Gcneral Liabilitv:
Commercial General Liability insurance coverage, including but not limited to, premises liability.
unmodified contractual liability, products and compleled operations liability, personal and
advenising injury, and cross liability coverage. covering claims which may arise f'rom or out of
LSP'S perlbrmance of its obligations hereunder. Policy shall name the COUNTY as Additional
Insured. Policy's limit of liability shall not be less than $2,000,000 per occurrence combined single
lirnit. Ifsuch insurance contains a general aggregate limit, it shall apply separately to this agreement
or be no less than two (2)times the occurrence limit. Policy shall name the COUNTY as Additional
lnsureds.
C. Insurance Requirements for IT Contractor Services:
COUNTY
Riverside County lnfbnnation Technology
Attn: Procurement Contract Specialist
3450 l41r'street
Riverside, CA 92501
3
Rc!rsiolr l/06/2021
AGREEMENT # II'ARC-OOg]3
LSP shall procure and maintain ibr the duration ofthe contract insurance against claims fbr injuries
to person or damages to property which may arise lrom or in connection with the perlbmance of
the work hereunder by the LSP, its agents, representatives, or employees. LSP shall procure and
maintain lor the duration ofthe contract insurance claims arising out oftheir services and including,
but not limited Io loss, damage, theft or other misuse ofdata, infringement olintellectual propefty,
invasion ofprivacy and breach ofdata.
Cyber Liability lnsurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000
aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is
undertaken by LSP in this agreement and shall include, but not limited to, claims involving
infringement of intellectual property, including but not limited to infringement of copyright,
trademark, trade dress, invasion ofprivacy violations, information theft, damage to or destruction
of electronic information, release of private information, alteration of electronic information,
extortion and network security. The policy shall provide coverage for breach response costs as well
as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to
respond to these obligations.
lf the LSP maintains broader coverage and/or higher limits than the minimums shown above, the
Counly requires and shall be entitled to the broader coverage and/or higher limits rnaintained by
the LSP. Any available insurance proceeds in excess of the specified minimum limits ofinsurance
and coverage shall be available to the County. Policy shall name the COLINTY as Additional
Insureds.
D. Gencral Insurance Provisions - All lines:
I ) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State
of Califomia and have an A M BEST rating of nol less than A: VIII (A:8) unless such
requirements are waived. in writing^ by the County Risk Manager. lf the County's Risk
Manager waives a requirement for a particular insurer such waiver is only valid tbr that
specific insurer and only for one policy term.
2) The LSP must declare its insurance self-insured retention for each coverage required herein.
Ifany such self-insured relention exceeds $500,000 per occun'ence each such retention shall
have the prior written consent of the County Risk Manager before the comnrencement of
operations under this Agreement. Upon notilication of self-insured retention unacceptable
to the COUNTY. and at the election of the Country's Risk Manager. LSP'S carriers shall
either; l) reduce or eliminate such self-insured retention as respects this Agreement with
the COUNTY, or 2) procure a bond which guarantees paymenl of losses and related
investigations, claims administration, and defense costs and expenses.
3) LSP shall cause LSP'S insurance carrier(s) to fumish the County of Riverside with either
I ) a properly executed original Certificate(s) of Insurance and certified original copies of
Endorsenrents effecting coverage as required herein, and 2) if requested to do so orally or
in writing by the County Risk Manager, provide original Certified copies of policies
4
Rcvjsi('n l/06/21)2 |
A6REEMENT # ITARC'-0093 3
including all Endorsements and all attachments thereto, showing such insurance is in full
lbrce and effect. Further, said Certificate(s) and policies of insurance shall contain the
covenant ofthe insurance carrier(s) that a minimum of thirty (30) days written notice shall
be given to the County of Riverside prior to any material modification, cancellation,
expiration or reduction in coverage of such insurance. If LSP insurance canier(s) policies
does not meet the minimum notice requirement found herein, LSP shall cause LSP's
insurance carrier(s) to fumish a 30 day Notice ofCancellation Endorsement.
4) ln the event of a material modification, cancellation, expiration, or reduction in coverage,
this Agreement shall terminate forthwith, unless the County of Riverside receives, prior to
such effective date, another properly executed original Certificate oflnsurance and original
copies ol endorsements or certified original policies, including all endorsements and
attachments thereto evidencing coverage's set forth herein and the insurance required herein
is in full force and effect. LSP shall not commence operations until the COUNTY has been
fumished original Cenificate (s) of lnsurance and certified original copies ofendorsements
and ifrequested, certified original policies ofinsurance including all endorsements and any
and all other attachments as required in this Section. An individual authorized by the
insurance carrier to do so on its behalf shall sign the original endorsements for each policy
and the Certificate of Insurance.
5) It is understood and agreed to by the pafties hereto that the LSP's insurance shall be
construed as primary insurance, and the COUNTY'S insurance and/or deductibles and/or
sell'-insured retention's or selt'-insured programs shalI not be construed as contributory.
6) Ii, during the tenn of this Agreement or any extension thereof, there is a material change
in the scope of services; or, there is a material change in the equipment to be used in the
performance olthe scope ofwork; or. the tenn ofthis Agreement, including any extensions
thereol, exceeds five (5) years; the COUNTY reserves the right to adjust the types of
insurance and the monelary limits of liability required under this Agreement, if in the
County Risk Management's reasonable judgrnent, the amount or type of insurance carried
by the LSP has become inadequale.
7) LSP shall pass down the insurance obligations contained herein to all tiers ofsubcontractors
working under this Agrcement.
8) The insurance requirements contained in this Agreement may be rret with a program(s) of
sell'-insurance acceptable to the COUNTY.
9) LSP agrees to notify COUNTY ofany claim by a third party or any incident or event that
may give rise to a claim arising tiom the perfbrmance of this Agreement.
9. General:
9.1 This Agreernent. including any attachments or exhibits, conslilutes the entire agreement of
the parties with respect to its subject matter and supersedes all prior and contemporaneous
representations, proposals, discussions and communications, whether oral or in writing. This
Agreement may be changed or modified only by a written amendment signed by authorized
representatives of both parties.
5
Rcvision I 0612021
9.2 This Agreement shall be govemed by the laws of the State of Califomia. Any legal action
related to the performance or interpretation of this Agreement shall be filed only in the Superior
Court of the State of Califomia located in Riverside, California, and the parties waive any provision
of law providing for a change of venue to another location. In the event any provision in this
Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions will nevertheless continue in full force without being impaired or invalidated
in any way.
9.3 The following documents are attached to and incorporated into this Agreement:
Exhibit A: Scope and pricing.
Exhibit B: LSP Reporting of Active Enrollments.
Exhibit C: Microsoft LSP Participation Form.
Exhibit D: Microsoft EA Benefits for Government Agencies.
Exhibit E: Microsoft Enterprise Agreements and Amendments.
El) Microsoft Enterprise Agreement No. 8084445.
E2) Microsofl Select Plus Agreement No. 7756479.
E3) Amendments No. l- EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK)
E4) Amendments No.2- EA Custom Terms (Document No. CTM-FWK-CTC-ACR).
9.4 In the event of any conflict or inconsistency between the terms and conditions of this
Agreement and any terms or conditions set forth in any of the attachments, purchase order(s), or
other documenl relating to the transactions contemplated by this Agreement, the terms and
conditions set fofth in this Agreement shall prevail.
6
Rcvisron I1061201I
AGREEMENI' # ITARC-00933
9.5 This Agreement may be execuled in any number of counterparts, each of which will be an
original, but all of which together will constitute one instrument. Each party of this Agreement
agrees to the use ofelectronic signatures, such as digital signatures that meet the requirements ofthe
Califbmia Unifbrm Electronic Transactions Acl (("CUETA") Cal. Civ. Code S$ 1633. I to 1633. I 7),
for executing this Agreement. The parties lurther agree that the electronic signatures of the panics
included in this Agreer:rent are intended to authenticate this writing and to have the same force and
ef'fect as manual signatures. Electronic signature means an electronic sound, symbol, or process
attached to or logically associated with an electronic record and executed or adopted by a person
with the intent to sign the electronic record pursuant to the CUETA as amended from time to time.
The CUETA authorizes use of an electronic signature for transactions and contracts among parties
in Califomia, including a govemment agency. Digital signature means an electronic identifler,
created by computer, intended by the party using it to have the same lbrce and eff'ect as the use ofa
manual signature, and shall be reasonably relied upon by the parties. For purposes of this section, a
digital signature is a type of"electronic signature'' as defined in subdivision (i) ofSection 1633.2 of
the Civil Code.
9.6 If the entitv is a comoration. the sisnatures of two comorate officers (the oresident. vice
AGREEMENT # ITARC-00933
Financial Officer S ant treasurer
are required on the agreements. The signatures must be in the follow ing combination: president or
vice president and secretary, treasurer or CFO. For example, the siqnatures ofa president and a vice
sident would be insufficient. lf si b a rate officer acoc
()
corporation, is required. The corporate resolution musl authorize the signalory to sign agreemenls
on behalf of the comoration.
If the entity is a limited liability company (LLC), the signatory is authorized signer as set forth
in LLCs operating agreement.
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives
to execute this Agreement.
nzln ffi e of the
COUNTY OF RIVERSIDE, a political
subdivision of the State oI Calilomia
By
Ch uck ashington
Chair ofthe Board of Supervisors
Dated:
ATTEST:
Kimberly Rector
Clerk ofthe Board
By,
APPROVED AS TO FORM
Minh C. Tran
Co el
Paula cido
Deputy County Counsel
Dated: a (q(zu.
CDW GOVERNMENT LLC, an Illinois Limited
Liability Company authorized to conduct business
in the State of California.
By
Name: Anup V. Sreedharan
Title: 5r. Manager, Program & contract Management
g,a1""6. 07109124
7
Rcvision 1106/2021
sEP 10 2024 "f 12
il_
l ll[,'n't,'i
By'
2
ACREIMENI' iI ITAR('-OO9]3
LSP's Scope and res ponsibilities
The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider
(LSP) for Microsoft Master Microsoft Enterprise Agreement No. 8084445; Software Licensing,
Software Support, Cloud Services such as Azure, Industry Solutions Delivery (lSD) formerly Microsoft
Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. Microsoft
Select Plus Agreement No. 7756479.
The agreement with LSP as a LSP of the Microsoft Products and Services under Microsoft EA No.
8084445 is available for use by the County ofRiverside and govemmental agencies within the State of
Califomia. The LSP will serve as the liaison belween the political entity for enrollments under the
Microsoft EA.
The LSP agrees to extend the same pricing, Ierms, and conditions to every political entity, special
district, in the State of Califomia. It is understood that other entities shall make purchases in their own
name, make direct payment, and be liable directly to the LSP oftheir choosing; and County shall in no
way be responsible to any LSP fbr other entities' purchases.
The LSP may remain the LSP for the Three 3-year duration of the Enrolled Affiliate's Enterprise
Agreement Enrollment. All True-Ups during the 3-year enrollment (orders for new products, etc.) by
Enrolled Afllliates are required to be submitted only through the Af-filiate's selected LSP. Multiple
LSP's cannol service a single Enterprise Agreement Enrollment. Enrolled Affiliate may at any time
choose to transfer their current enrollment from one LSP to another LSP pursuant to the transfer terms
set by Microsoft.
The Enrolled Affiliate shall work with the LSP to detemine lhe annual payment, true-up commilment
schedule defined in their enrollment.
The LSP will provide reports showing year lo date annual spend according to Enrolled Affiliate's
specifications. Frequency will be determined by each Enrolled Afliliate (ie: monthly, quarterly, etc.).
The LSP will provide repofis of licenses purchased and added on to enrollment according to Enrolled
Afllliate's specifications. (lntended tbr an enrollmenl that has licenses for multiple agencies within a
govemmental body - ie county. city, etc.) Frequency will be determined by each Enrolled Atliliate (ie:
monthly, quarterly, etc.).
The LSP will provide. at the Enrolled Afliliate's request. a licensing portal that allows the tracking of
licenses beyond the capabilities of the Microsoft VLSC. This portal will show, but not be limited to,
all licenses on the current enrollment, quantities ofsaid licenses, track licenses at depanment/agency
levels, transfer licenses to and from each department/agency, and have reporting f'unctionalities.
3
1
5
7
8
9
8
It.viqnnr l,{16/2021
Exhibit A
Scope and pricing
6. Each Afllliate will communicate to the LSP the compensation tenns applicable 10 their agreement.
AGREEMENT # II'ARC-00933
10. The LSP will provide training Io the Enrolled Allliate's Microsoti administrators on Microsolt portals
such as the VLSC, Office 365, Azure, etc. within 30 days of receiving a purchase order for such
products that introduce a new portal. LSP should outline what aspects of training lhey feel would be
beneficial in their proposal.
ll. The LSP will provide docurnentation to the Enrolled Affiliate within 90 days of when Microsoft has
made a change to a license and advise of any grandfather or conversion rights within that same
timefrarne.
12. The LSP will provide a shon synopsis ofwhy an amendment is needed and the ramification ofeach
amendment to an enrollment at the time of such amendment.
13. The LSP will provide an updated price list on an annual basis or when Microsoft changes price point,
whichever is sooner, in an Excel spreadsheet to the Effolled Afliliate. This price list must capture, at
minimum, the following categories fbr each product: SKU, product description, MSRP, NET (Level
D), LSP's uplifi and contracted unit price.
14. The LSP shall provide a list of enrollments. The list of enrollments is due 30 days after the contract
signature and on January l5th ofeach calendar year during the agreement period. This list will include
the agency name, contact person, email and phone number and annual spend. The intent of this is to
track how many agencies within the State of Califomia piggyback offof the Master Agreement.
15. The LSP will be charged L00% of the annual enrollment sales amount to leverage the Riverside County
Master Microsoft Agreement No.8084445, and Select Plus Agreement No.7756479, which includes
Software Licensing, Software Support, Cloud Services such as Azure, Industry Solutions Delivery
(lSD), Microsoft Consulting Services (MCS), Microsoft Unified Support and Microsoft incident
response. This administrative fee will be an annual fee, per enrollment inclusive of Affiliates Shadow
Enrollments.
16. The Servicing LSP shall provide Microsofi Enterprise Support Services from Microsoft to assist
customers leveraging this contract vehicle in operation ofthe technology acquired and assist Riverside
Master Participants in maximizing the benefits of this investment.
Rcvisxnr I/0612021
9
17. The Servicing LSP shall provide the ability to for the acquisition of Microsoft services as the demand
for individual product services or capabilities expand. The servicing LSP shall provide services to
include Microsoft Unified, Industry Solutions Delivery (ISD), and Microsoft incident response. The
Servicing LSP will have a valid Microsoft Master Services Agreement on file with Microsoft in order
to resell Microsoft Unified Support, and lndustry Solutions Delivery (lSD). Additionally, the
contractor shall provide Microsoft dedicated Technical Supporl representalives and subject matter
experts provided via the Microsofl enter?rise agreemenl to support and assist Riverside County master
parlicipants in analyzing, architecting, implementing, managing, and operating solutions based on the
licenses previously acquired or to be purchased in accordance with the terms ofthe Microsoft enterprise
licensing program.
ACREEMENT # ITARC-00933
18. LSP will be responsible for submitting a completed "Reporting of Active Enrollments" by January
I 5th of eaoh year for the prior calendar year.
19. The County of Riverside lnformation Technology (RCIT) will invoice the Awarded LSP annually
based on the enrollments verified from LSP Reporting of Active Enrollments.
20. Payment is due to Riverside County Information Technology thirty (30) days f'rom invoice date
21. The adnrinistrative fee shall not be included as an adjuslment to LSP's Master Agreement pricing.
22. The administrative fee shall not be invoiced or charged to the Enrolled Affiliate.
23. Administrative fee checks shall be submitted to:
Riverside County lnformation Technology
Attn: Accounts Receivable
3450 l4th Street, 4th Floor
Riverside, CA 92501
Rc!iskrr l,06rl0ll
L0
AGREEMENl' # II'ARC-0093.]
Pricinq:
L Microsoft Enterp rise License Subscription and services
2. l,icensc Support Provider (LSP) Solution Area Specific Capabilit-v:
Item Description Price l-evel Markup 7o
Enterprise Online Services** (including Full USLs, From SA
USLs, Add-ons and Step Ups) M365 E3 and E5, Enterprise
Mobility + Security E3 and E5, Office 365 Enterprise E I or
83, Windows l0 Enterprise E3 or E5.
l.evel D
Enterprise Products (Office 365 Pro Plus, Windows l0
Enterprise, Core CAL Suite, Enterprise CAL Suite).Level D J. /l
Additional Products (M365 F I , M365 E5 Compliance, M365
E5 Security, Office 365 Enterprise F I , Project Online, Visio
Online Plan I or Plan 2, Dynamics 365, Azure, SQL Sewer,
Windows Server, etc).
Level D t./)
Server and Tools Product (applies to Server and Cloud
Enrollments only) SharePoint Server, SQL Server, BizTalk
Server, Visual Studio, Core lnfrastructure Suites, etc.
Level D 3.7 5
All products for Select Plus Agreement No.7756479.
Microsoft Unified Support Services 3.7 5
Microsoft Consulting Services
Microsoft Incident Response 3.75
Solution Area Specific Capabilitl'Number Custonrer
Size Reference?
Number of successful custom€r production mail
deployments/mi grations?
5000+100-
25000
Can be furnished upon
request
Number of successful customer production SharePoint
deployments/rn i grations?
2500+2s0-
15000
Can be furnished upon
request
Number of successful customer production Teams
deployments/migrations'l
1000+250-
1s000
Can be furnished upon
request
Number of successful customer production Teams
Voice deployments/PBX migrations'l
500+250-
10000
Can be furnished upon
request
Number ofpeople with specialized expertise on
technologies listed above
11
3.7 5
3.7 5
3.7 5
600+
3. License Support Provider (LSP) service rates:
AGREEMENT # ITARC.OO933
Data and Artificial Intelligent Certifi ed Conpetency (Yes,trlo)Hourly Rate (On
Prentise)
Build lntcllisent Apps Yes $225
Build lntellisent Asents Yes $225
Machine Learning Yes s225
lnlemet of Things Yes $225
Globally distributed data Yes $225
OSS Databases Yes $225
Cloud Scale Analytics Yes $250
Data Platform Modemization to Azure Yes $225
Windows Server on Azure Yes $225
Security & Management Yes $230
Datacenter Migration Yes $225
Modern Bu.iness IntelliAence Yes $225
Copilot Yes $225
Biz Apps
Customer Service Yes $215
Field Service Yes $215
MarketinA Yes $215
Talent Yes $215
Finance and Operations Yes $215
Business Central Yes $215
Power Apps Yes (?)t
Power Bl Yes {)r{
Apps and Infrastructure
Azure Stack Yes $225
Hiqh Perfonnance Compute Yes $22s
Cloud Native Apps using Serverless Yes $250
Modemize Apps Yes $225
SAP on Azure Yes $225
Linux on Azure Yes $225
Dev Ops Yes $225
Business Continuity & Disaster Recovery Yes $225
Windows Server on Azure Yes $225
Security & Management Yes $230
Datacenter Migration Yes $225
Modem Workplace
User Adoption & Change ManagemeDt Yes $225
Security $2 30
GDPR & Compliance $225
Teamwork Yes $225
Callins & Meetings Yes $225
Modem Desktop Yes $225
Office 365 Migration Assistance Yes $225
Mail Yes $225
Teams Yes $225
SharePoint Yes $225
OneDrive Yes $225
Revision l/06,2021
1,2
Yes
Yes
AGREEMENT # ITARC-00933
Exhibit B
LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name Compony nome
RIVCO
Contract lD TBD
Master
Enrollment
Enrollment
Number:
Enrollment
Entity:
Start
Date:
End
Date:
Annual
Sales
Enrollment
Contact:
Enrollment
Contact
Email:
Enrollment
Contact Tel:
County of
Riverside
xx/xx/
xxxx
xx/xx
/xxxx ]ohn Doe
Rcvision l/06/2021
13
AGREEMENT # ITARC-00933
Exhibit C
MICROSOFT LSP PARTTCIPATION FORM
JI ST]TH
Chbt lnloflYr.tirl Omcer TARTITI P€REZ, ACIO
Enterprise Applicaboos Eureau
DARRYL POLX
chiet TechnoaoEy oficer FlCITTRACY TITLIIAX
Oe9rrty Oiredo. Admh - lT
GUSTAVO VAZOUEZ. ACIO
CoaiYerged Corfi uncatoaE Eurea!
ArIHOITY CHOGYOJI
Chbl lnlofmatoo Secunty Oflicer
XARA'{ CHA'{DRA , ACIO
Technology Services Bureau
Nliclosotl LSP Participation Fonn
(RFQ # ITARC-005-12 .lttachment 2)
Complere lhl! torm lnd.eturn lo:
Aftention: Unda Faklprrri
E-rnail: I{@4atyg!q
P.tme.t lhould be mrde ro:
Rive6k e Co!nty lnformation Teclmobgy
1150 14'l Street, Fou.th Floor
RiveBid6, CA 92501
County ot Riversade TIN #: 95-6000930
Company Name CDW Government LLC
Name Brian Fisher Thle: Dir Prmram Managemenl
Address 230 N Malwaukee Ave
Vernon Halls, lL Zip Coae: 60061 tebphooo r,(847\ 419-73/.2
Fax *: (847) 46!513'1 Email:iordham@cdwq.com
The County of Riverside b th€ hosl oI the Macroso{t Master Agreemenl No 8084{,65. All questions regardrng
th€ products and lcelrsi€ 3houu b€ dn€d€d to Micro6oi.
8y signing beloly, I am agreeir€ to pay the p.rticipatioo fees ior each enrdlnert that 13 Brabbhed by
leteraging the County ot Riverside MGl6, Agroement in acco.danco to the schedule rete,enc€d dl RFO *
ITARC{0532 .nd any subgsquent corfracb a.d / o. am€idmenb.
By signing belo.v, I abo agrBe lhat all anroltnenls will be s..bmitt6d lo Mic.osot diecl. to repod onrollnor
aclivity and co.nply lo the palment 3chedule per RFp * IfARC-00532 b RiveEiire County lnfo.m.tb.r
Technology.
Please lafdsnce the ,emiltanco intoamalion above tor wher€ to s€rd th€ peynont. Failure lo comply may
resull in th6 awad b€i.rg asscinded.
A^,24. F.;r./c.5tst24
Sbneture
Brian Fisher
Date
Oir Proqram Manaoemenl
Printed Name Tide
'Please r€ference the CDW.G Terms o, Otrer bund on page 26 ot our respon3e
Revisior l/06/2021
t4
Cily:
EI
E2
AGREEMENT # ITARC-00933
Exhibit D
Microsoft EA Benefits for Government Agencies
Reduced Paperwork
Reduced number ol separate documents to review - by consolidating amendments into a single
document. Many ofthe amendments previously required are now built into the enrollment document.
Customers utilizing the County of Riverside EA Master Agreement may choose either an Enterprise
Enrollment or a Server and Cloud Enrollment (or both) depending on their needs.
Standard Pricing Across all platforms
Microsoti will provide LSP's (authorized EA LSPs on this contract) with Govemment Level-D,
pricing offofpublished "LSP cost" all platforms. Azure discount is a factor ofthe consumption rate.
This will make it easy when calculating New, Additional product, and True-up purchases at the
beginning or during your Enterprise Agreement Term. It also reduces possible confusion among
partners.
E3 No charge Onboarding Services
Microsoft assisted onboarding is now a benefit of OfIicc 365, Microsoli Intune,Azure AD Prenrium
and Azure RMS. Eligible customers will receive guidance from a dedicated group of onboarding
experts known as the Microsoft FastTrack Center (FTC) 1o onboard to these services. The FTC uses
an onboarding approach known as FastTrack to help you, your lT Team, and or Partner, confidently
onboard new users and capabilities. Programs are subjecl to change and/or evolve.
E4 No Charge Security Incident Assistance
Microsoft will engage speciaI security teams in the event ofan exploit ilyour organization leverages
Microsoft security technologies as part of your enterprise agreement commitment. These teams will
help you identify and stop the malicious attack and triage the incident. See your Microsofi Sales
Executive for more details.
E5
E6 Additional Software Assurance benefits
With New Version Rights, you can upgrade each Microsoft product license that is covered by
active Software Assurance to lhe most recent version for no additional cost. When a new version
of Microsoft Office is released during the lerm of your agreement, your licenses are
autornatically upgraded to the new version.
Office Roaming Use Rights: Help expand end-user productivity and extend the value of your
virnral desktop environment with Office Roaming Use Rights, which lets users with Software
Raise and Iower commitment for hosted services during the Enterprise Agreement Period
You can raise your commitment for hosted services like 0365, CRM, Azure during the current EA
year and only commit to the remaining months in that year. Example: your anniversary for your
Year-2 term is in November and your adding 100 Office 365 users in May. You will only be
obligated to pay for the 6 months leading to your anniversary. Additionally, you can now true-down
hosted services at your anniversary to the original commitment level as well.
Revision l/06/2021
15
AGREEMENT # ITARC.OO933
Assurance on Office, Project, or Visio remotely access their software on their virtual desktops
from third-party devices.
Spread Payments: Spread the costs of your License and Software Assurance purchase across
three equal, annual sums versus one up-front payment to help reduce initial costs and aid in
forecasting annual software budget requirements up to three years in advance. When you use the
Spread Payments benefit, no interest or additional fees are incurred. You may also consider
Microsofl Payment Solutions to help finance your technology needs, including soltware,
services, partner products, and hardware. Although Microsoft Payment Solutions is not part of
Software Assurance. you can choose it separate from, or in addition to, the Spread Payments
benefit to create a customized payment structure.
Step-Up Licensing: Volume Licensing customers with Software Assurance can migrate from a
lower edition to a higher edition software product while maintaining their Software Assurance
coverage on a given product. The Step-up License makes it easier for you to move from a lower
level edition to a higher-level edition without incurring the full cost of licensing two separate
editions of the software.
R.vision I 06'20: I
16
More information about the Software Assurance by products as listed above can be found at:
https://www. m icrosoft.com/en-us/Licensinq/licensing-orograms/software-assu rance-bv-
product.asox?83ffdda4-a253-4123-9752-1 122538c0a96=True
AGREEMENT # ITARC-00933
Exhibit E
Microsoft Enterprise Agreements and Amendments
El) Microsoft Enterprise Agreement No. 8084445.
E2) Microsoft Select Plus Agreement No.'77564'19.
E3) Amendments No. l- EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK)
E4) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR).
Revrsion l/06/2021
77
E Microso'ft
Program Signature Form
\/olurrre l=icensing
004-kaylee,:l-S'04
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This sitlnahfle lonn and all conlracl docunrents identilEd irr the lable belolv are erltered into betwee|t
lhe Cirslomer.ind the Microso{l Afliliate signing, as ol lhc elfcclivc datc identllnd belorv.
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Uy signing below, Cuslomer and lhe l,Jicrosotl Af,iliale agree lhat bolh parlles {l) have rcccivcd. rea(l
alld undersland lh€ above corrlracl docLrnenls. includlE ar)y w€bsiles or docurnents iocorporated by
relerence and any amendmerlts and (21 sgree lo be bound by the lerms of all such documqnts.
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the associaled active rlLIl)ber be ir)dicoted here, or lisled belo,& as ne\4.
For the Dorposes ol this fom, 'Cuslomer' can mean lhe suning enlily, Errroled Amliale,
Govefirncnl Parlner, lnslih rlioh, or other party entering inlo a vo[mc llconsing Frogram agrecrnenl.
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Amendment to Contract Documents
004-kayleed.S-04I
Thi$ arncndmcnl ("Arncndlnenl") is entered ifil0 belweel the fJarlies identi,igd on tlr€ altached progratt
sinnature rorm. lt arnends th€ Errrollren I d Agreerner rl ide(tilied irbove. Alllerns use(llxrlnol rlofined
in ll'!is AmendrnEnt vdill lrave lhe same m€aniogs provided in lhat En[ollmenl or A0reerllenl
Enterprise Agreement
Custom Terms CTN/I
1. Seclion 6a,'"tern", is hereby arnendcd ard restaled as follows:
a, Term. Tlr€ tefln ol lhis Agreenlenl will rernain in eltect unless len)insled try Gilher p3(ly
as desciibed beld\.,/ Eatclr Errrbl[nerl will [rve lhe lerm providDd in lhrl Enrollrncnl
2. The pric!r(, thal tricrosoll $rill ofler Eorolled Afliliillc'$ R€reller lor Enrolhnents effeciive
betlveen Noverrber 1,201S lhrough Octol)€r 31, 2021, aod lha! vrlll apDly lor lhe entte initial
ter,r olsuclr Enrollnenls. is as lollows:
Prod0ct Pric e
Level
Examples lnclodc blll arc not limilcd to
lhe lollowi0g':
lh! cr!n,plec irlcludo o,(I16 rcr!i.ps tllald,c svsilabre i[ eill cr ll|! Eon,r,e{cial or g(,veinment
"n alrin0 6nr.rt)riis Onlne S^rvi.e. i14 ll.r(iliedirllhE nr<ri(rci 'l errns ,ith ltc Dell tn(,ecl Fa,J'i[lhelslrles,ol
'I'rog urr, nlir l!ril,ty'. Ilrc !!)L\r ol Eirlcrp,ire Oaltrte ser'nc?s is surJj"-l lc chr'4e rll Eile'Idse Oalill? lervlce-.
n16 arcile<,. !rd,nedre!.rerl ar'er:1oved iorn lhe tnle(Drise D,cararn cllcrirl(i
Erchrsions aDply lo th(.. addilional2% discornlon EntcrFrisc Onlinc Setviccs as folo\',rs
Ente.prise Onllne Serylces"
(inclu(ling l;ull USLS. liroN SA
USLS, Add ons ard Step UpsJ
Elltcrprise Products Level D
l-evel D
rnrn!s 2il,
Level D
lrl3fjs E3 and E5, Enlerprise Mobility +
Secu,ily E3 ar)d E5, Olfice 365 Erlrerprrse
Ei or E3, Wirdorvs 10 Enterprise E3 or E5
Otlic€ 365 Pro Plus, WDdolvs 10
Enterpris€, Core CAL Sute, Erllert)nse
CAL Suile
l\1365 Fl, l!1365 E5 ComFlianc€, 1M365 Es
Securily, Ofiicc 365 Errlcrprisc F1, Projccl
Online. Visio Orrlioe Plan 1or Plarr 2
oynanlics 3ti5, .Azure, SQL Server,
Windo,rs Server etc.
SharePoinl Server. SOL Se.ver EizTalk
Scrvcr, Visual Sl\dio, Corc lnfrirstr(rcture
S(dles, elc.
Ad(litionnl Products
Sener and Tools Pro(lucl
(applies lo Serue. ar\d Clold
Enrollolents only)
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Enterprise Agreement State and Local
tlol for t,se vyilh ltl,cros({l Brsiircss Agreenrenl ff l,,li,:rit!oll Frsiircss ar:J Servn:Bi }1oipr{!llJ'l
This i,,licrosofl Eolerprise Allreement ("Agrdemert') is entered into between the entities identilied on the
signat(rre form I
Effective date. l he e(fective date ol lhis Agieeorent is the eadiost efFectivs date of any Enrolln]ent €rrlered
rnlo rrn(ler lhis Agreernent or lhe dale Microsolt accepts llris Agreenrent, whiclrever is earlier.
This Agreement consists ol ( I ) these Agreement lerms afld condrtions, rncltlding any amendmenls and lhe
signalure lorm a d all altaclrments identilied'therern, (2) the Pro([rcl Terms applicable to Pro(lucts licens€d
under this Agree,nerrl, (3) the Online Services Terms. (4) ary Alliliale Enrollmenl entered into under this
Agreernent, and (5) any order srbnritted under this Agrcement.
Please note: Docurnents relerenced in tlris igreement but not attached to tlre signature form nray be found
at lrtto.//$ r/w rnicrosolt. corn/l$€rsini'rlconlfacts and are incorporated in lhis Agreemenl l)y reference,
including the Producl Fenns and Use Rights. These documenls rnay contain additional terms and
condilions for Producls licensed under lhis Agreemenl and may be changed lrom tiryle to time Customer
should review such documents carehrlly, both at the time of signing an(l petiodically tlrereatler, and lully
understand allt€drs and conditions applicable lo Producls licensed
Terms and Conditions
1. Definitions.
"Affiliata'rneans
a, wrth regard to Custor)]er.
{l} ar)y government agency, dJpartrnenl, office, instrurnerltality, division, unit or other entity ol
the stale or local governnienl that rs supervisad by or is part oF Custorner. ot v/hiclt
sUpervises Custonreror of which Cuslome. is a part. or v?lrich is onder common supervisaon
r,,rilh CuStomer;
(iil any county. borough. comnionwealth, cily. mllnicipali(y, lown. township. speclal purpose
distr-rcl, or other similar typb ol governm€ntal inslrunrentalily eslablished by the laws o,
Cuslomer"s slale and localed wilhin CuslomeJ's stale iurisdiction and geographic
boundaries: and
{iii) any other errtity in Custonpi s stale expressly aulhorized by the laws of Customels stale
to purchase under slale cor)tracts; provided that a slate and its Afliliates shall not, for
purl)osgs o[ this definilion, be considered to be Atliliates of the federal gove(nn]e[l and its
Alliliates; ancl
b, wilh.egard lo Microsoll, any l4al entily lhal l'ricrosott owns, that owns Microso{i, or lhat is
under comnron ownership r.,,iih Microsofl.
"Custon)er' rneal)s the legal enlity that has enlered inlo lhis Aoreemenl witlr fi/icrosoft.
"Customer Data" means all ctala. including J[ te,,t, souna, soFtrvare, image, or video files that are provide(l
to lvlicrosott by, or on behall of, an Enrolled Affilisle and its Aftiliates through (lse o[ Online Services.
"day" means a calendar day, except lor references that specify 'business day'
"Enrolled Alfiliate" means an enlily, eilher Custorne. or a^y one of Custorr]er.'s Aniliates lhal has ertered
into an Enrollm€nt under this Agreernent.
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''Enrollment" means llre docurnent lhal an Enrolled Af,iiiate subnrits under this Agreemenl to place orders
lor Prochrcts
' Erlerprise' means an EnrollBd Affilrale and thB Afiliales for which il is responsible and chooses or) ils
Enrollmenl to inc[rde in d! enterparse
'Fixes'rneans Proilrrct fixes, rnorJif ications I or eohancemerlts, or their derivatives. thal Microsofl either
releases generally (such as Producl servEc'packs) or provides to Cuslomer to add ress a speciFic is'(re.
"License" rneans the riglrt to download nstill. access anrl use a product. Fo( cerlain Products, a Lrcense
rnay be available on a faved lernr or subscription basis ("Subscril)lion License"). Licerlses {or Onli e
Servkes will be consi(lered SL,bscription Licenses.
'Nlicrosoll" nteans lhe Microsoft AfFiliate lhit has entered inlo tlris Agreernent or au Enrollnrenl and ils
Altiliales. !s appropriale.
-Online Services nrean5 the lVicrosolt-hoslJd services klelrliled as Online Seryices rn lhe Product Terms.
"Online Services Terllrs'rrrearrs lhe a<ldrtiJnal le.ms lhat apply to Custonrer's use of Orrline SeNices
pUblishecl on the Volume Lrcensrng Srte an(l'updale(l rrorn l[ne lo trn]e
"Producl" means all products ldentified in the Producl Ter.ns, Suct) as all Softwar€, Online Services and
other weD.based services, inclutling pre-release or bela versions.
"Product Terms'means lhe (locurnenl lhal piovides infoonation aboul Microsoft Products and Prolessional
Services a'./ailatrle lhrouglr volunre licensing, The prodrqt Terms (locument is publisired on lhe Volunre
Licensing Site and ls updaled.lrorn time to lime
"SLA" nreans Service Level Agreement, v/hdh specities the minimum service level for Online Services ancl
ls pul)lished on lhe Volume Licensing Site.
"Soflware' nreans licensed copies ot Microsdll soflwar€ identifiecl on the Producl Terrns. Software doeE nol
include Online Servires, but Sottware may be Dart ol an Online Service.
''Software Assurarrce" is an oflenl,lll l)y Microsolt thal provides new version rights and other beneFjts for
Products as further described in tlre Product Terms.
^l'rade Secrel" nreans infomalion that is not generally kno!,rn or readily ssceriainablo to th€ public, has
econornic value as a resull, and has beerr subiect to reasonable sleps under tha ciriomstaoces to rnainlaii)
its sec.ecy. I
"use" or 'run" means to copy. install. use, aqcess. display, run or otherwise hlteracl.
I"Use Righls' meons the use riglrls or terms ol service for each Product p'rblished on lhe VolunE Licensing
Site and updated From lime to time. The Use Rights supersede the ternls of any end user license agreement
that acconrFanies a Product. The Use Right3 for Soflware are putJlished by Microsoft ir) the ProdUDl l erms
The Use Rights for Online SeNices are published in the Online Servises Terms.
"VoltlnleLicensingSite'n,eans@ora5ucce5sorsite
How the Enterprise program works.
a. Gerleral. The Enterprise progrirn consists ol the lelrns and condrlions on whiclr ao Enrolled
Atliliate rnay acquire Producl Licenses. Under lhe Enterprise program, Cuslon)er and ils
Afliliates may order Licenses foi Ploducls by entenng irto Er]rollmenls
D. Enrollnrerlts. The Enterprise program gives Custorrer and,,or its Atliliates the ability to ente.
inlo orre or more Enrollments to order Pro(lucts. Subscription Enrollments may be available lor
some ol lhese Enrolhnents. l,lolwilhstanding any other provislon o, this Agreement, only
Enrolled Aftillat€s idenlitied in a'n Enrollmenl will be respor]sible lor cornplying wilh lhe texns
of lhal Errrollrirenr. includ,ng thb lerms ol this Agreemenl rncorporaled by reference in that
Enrullnrent
l:Arr) l6Fl(1r li )sr ( i{FN(;XN.v2r) rti}Fage2ol Il
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3. Licenses for Products.
License Grar)t. 14icrosofl grants lhe EnlerJ)rise a non-exclusive, v,/orld,/ride an(i limited riglrt
to dor/flload, inslall and use sollware Products. and lo access and use the Online Services,
each in the quantily ordere(l under ar Enrollment The righls granled are subject lo lhe lerms
ol lhis Agreenrent, lhe Use Righls an{l the product Te.ms. Microsofl reseryes all rights nol
expressly granled in lhis A!!reerhenl.
Ouralion of Liconses. Subscription Licenses .]nd most Software AssuEnce rights are
teorporary and expire ulren thi applicable Enrollnrenl s t'-.rminatecl or expires, unless the
Enrolled Afliliate exercises a buy-out oplion. which is available for sorre S!rbstriplioIl Licenses
Er(cept as otheMise noled irl the applical)le Ervollfi]enl or Use Riglrts all other l-icefrse5
becorne perpetual only .jJhen all Daynents lor that License have been nlade and lhe initial
Enrollmenl leln has exnired.
Applicable Use Rlghts.
(i) Products (other than Onlirie Servlces) 'l he Use Riqhts in etfect on lhe elfective date o,
the applicable Enrollment lernl \,rill apply lo Enlerprise's use ol the versron ol each Product
lhat is currenl al the lime. For luture versions and new Products, the Us€ Rights in eftect
wh€n lhose versions and Prodrrcts are first released willapply. Changes Microsolt makes
lo the Use Rights lor a partiiular version will nol apply unless the Erlrolled Aftiliale chooses
lo have lhose chenges 6pply. The Use Rights applicable lo perpetual Licenses lhat were
mquired trnder a previous agreement or Enrollrnent are deternined by lhe Agreernent or
Enrollmen( under which they were acquired. Renewal of Sollware Assurance does r)o1
clrange which LJse Rights apply lo lhose Licelses.
(ll) Onllne Scrvices. For Online .Services. the Use Rights in elleci on the subscription start
clste rvillat)ply for lhe sLrbsr:ription term as detinerl in the Product Tern)s.
DownOrade rights. Enrolled Afiiliate 'nay use a earlier versiqn qf a Producl other lhi|lr Onlne
Services than the version that is crrrrent on the efreclive date oF the Eflrollment. For Licenses
acquire(l in llre current Enrolheht terrn, lhe Use Rights ,o. the currenl ve.sion apply to the use
of lhe earliel version. lf the eailier Producl versior] includes fealrrres that are hot i ttre ne'r/
version, then the LJse Rights applicable lo the earlielrersion apply with ,espect to those
features
New Versioh Rlglrls under Sollware Assurancc, Enrolled Affiliale musl order and mainlain
contir'ruous Software Assr,rrance boverage for each Llcense ordered With Soflwarc Assurance
coverage. Enterprise autornaticdlly has tlre right lo use a ne,,v version ol a licensed Product as
soon as it is released, even if Enrolled Afliliale chooses |rol lo use tl|e nev, velsion imrnediately
Ili) Except as olherwise Dermiltbd under an Enrollmenl, use of the new version willbe subject
lo lhe new vetsioll s Use Rights.
(ii) ll lhe License for llle ea.liel version of the ProdLrct is perpetual at ll]e lime the rew verrion
is released, the License for the new version will also be perpetual. Perpelual Licenses
oblained through Sollware Assurance replace aoy perpetLral Licenses for the earlier
verslon.
Il-iconse confirmation. This Abreement. the applicable Enrollmenl, Enrolled Affiliale s order
confirrnalion, and any documenlaton evidencing lransfers of perpetual Licenses. logether vJilh
prool ol payrnent, !,,,ill l)e Enrdlled Alfiliate's evidence of all Licenses obtained lnder an
Enrollntenl
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c. Licenses. The types of Llceirses available are l1) Licenses obtalned rrrder Soltr./are
Assuraoce (L&SA). afld (2) Srftscription Licenses. These Licens€ types as well as addilional
License Types. are further d€sciibed in the Producl Lisl.
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g. Reorganizations, consolidatlons and privatizatioIs. llthe number o, ticeflses covered l)y
an Enrollmenl changes by nrore lhan len percent as a result of (1) a reorganizatioo,
consolidatiorr or privalizatio,i of an errtity or an operaling divisbn. (2) a privalization of an
Affiliate or an operating division ol Enrolled Afliliale or any of its Aftitiates, or (3) a consolidatrorl
including a rnerger wilh a lhlrd parly thal has an existing agreemenl or Enrollmenl. Microsofl
will lvork with Enrolled nfiliate in good laith to dele[nine how lo accommodate ils changecJ
circumstances ln the cottext of ihis Agreenrenl.
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Making copies of Products and re-imaging rights.
a. Gcneral. Enrolled nltiliale rnay' nrake as.nany copies ol Producls. os it needs to distritJule
them v,,ithin lhe EntsrprisB. Copiss mus.t be true and Dornplete (inc|rding copyright and
lademarl notices) lronr nlaster copies otjlained From a Microsoft approved fullillntent source.
Enrolled AFfiliate may use a third party to mafte these copies, but Enrolled Atlitiale agrees il $rill
be responsil)le forany third party's ac(ions. Enrolled Affiliate agrees lo make feasonable eflorls
lo notily its errployees, agents. arrd any olher individuals vrtro use the Products that the
Pro(lucls are licensed tronl Micrbsoll and subiect to the terms ol thii ngreenrent.
b. Col)ies tor trairlirrg/eval(iation and back.ul). For all l>roducts olh€r lhan Online Services.
Enrolled Afliliate may: (1) use tp lo 20 cornplimenla,y copies oF any lacensed Producl i[ a
dedic€ted lrainlng lacility on its premises lor purposes of training on tlrat 0arlicular Producl. (2)
use up to 10 complinrentary copies of any Producls lor a 60-day evaluation period, ancl (3) use
orre ccxnplimentary copy ()f any licensed Ploducl for bacl(-up or archival purposes lor each ol
its dislinct geografrhic locations, Trials for Online Services may be available iF specitied irr lhe
Use Righls
Righl to re-image, ln ce.taio cases. re-imagir)g is pe.milled using lhe Prodlcl rnedia. lf the
tulicrosolt Producl is licensed (1) ffoflr ao original equipment man(rfacturer iOEM), (2) as a full
packaged Producl tlrrouglr a relail source, or (3) under another lvlicrosof( program, tlren media
provided uDder lhis Agreernenllrnay ger)erally be used lo creale irnag€s for 1r5g rn place of
coPies provided through that sebarate source, This right is coditional rrpon the lollov,ring:
(i) Separate Licenses nrusl be acquired lrom lhe separale source for each Producl lha( i5 re"
imaged,
(ii) Ihe Product, language, version, aod comfronenls of lhe copies rnade rnusl be identical to
lhe Pro(iuct, language, veraion, and all coorponents of the cooies they replace and tlre
nurnher of copies or inslancbs of lh€ re-lrraged Product pern!itled remains the sanre.
(lil) Ercepl lor copies ol an operrattrg systern and copies of Producls licensed under another
Microsofl program. the Product typa (e.0.. Upgrade or lull Licanse) re-inraged ll]usl be
identicallo the Product lype licensed frorrl lhs separale soulce.
(iv) Enrolled Alfiliat€ musl adhere 1o any Producl-specrfc processes or requiremenls for re-
imaging iclenlilied in the Product Terms
Re-imaged Pro(lucts remain su6ject to the l€rn)s and use {iglrls ol the Licer}se acquire(l fronr
the separate source This subdection does not creat€ or exlend any Microsolt warranty or
support obligatior.
T ran sferri n g and re as s ign.i ng Li ce n s es.
a. Licerrso transfe.s. License ll'ahsfers are nol permilled, ercept tlrat Customer or an Enrolled
Alfiliate may lransFer only fully-plaid perpetual l-lcenses to:
(i) an Afliliate, or
(ii) a lh'rd paty solely fi) colnectio^ wllh lhe lransfer ol ha.d\./are or eilployees to whorn lhe
Liccnses have been assigned as frart of (A) a prlvali2alion of an Allilial€ or agency or ol an
c
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operaling drvisiorl ol Enrolled All iale or an Atfiliate (B) a reorganizalion or (C) a
consolidation. I
Upor) such trarrsfer Cr.rslorrrer lor Enrolled Affiliate must Uninstall an(l (liscortli ue osirrg the
licensed Froducl and render ani copies unusable
b. N otilicatlon ol l-ice[se T ra r rslcr. Errroiled Afliliate orost nolify Microsoll ofa Lrcense transfe,
by cornpleling a license' transfer fornr, which can be obtained fron]
hlto://wwJ nlicrosofl.cr,nr/licenslno/corlrflcls and sending the conll)leled lorn't to [,licroso,l
belore the License transfer. No License transfer lvrll be valid unless Enrolled Afnfiale plovides
Io llre lransleree, an(l the transferee accepts in rvriling. doc(rments suFficient lo enal)le the
transferee lo ascertair lhe s()oie, purpose a d lirnilalions ol lhe rights grantecl by i/icrosoft
un(ler the lice[ses being lransferred (includingthe apt)licable Use Rights, use ar)d tral]sfer
reslric|ons, Ivarranties and lirnilalions of liabilily). Any Lrcense lransler not nlade in compliance
qrith lhis seclion lrill be void
I
c. lnterral Assignrrrenl of l-icelses arrd Software Assuralce. Licenses and SoFlwrre
Assurance mr]st be assigned lo a single user or device within lhe Enterprlse. Licenses and
Soll,/are Assurance may be reassigned within the Enlerptise as described ir) the Use Riqhts
Term and terminatian.
a. Ternl. The lefln oF this Agreenr dnt will be 36 ,ull calendar nronths [.onr lhe eFFective d ale ull less
lerminated by eithe/ parly as discribect below. Each Enrollment will have lhe term provided ir
lhat Enrollment.
b. Ternrlnation wilhor,rt cause. Either party nray lerminate this Agroement, lvilhout cause, upon
60 dalr'vi;11"n rrotice. ln the ei/errl ot lernlination, new Enrollmenls v,/ill not he accepted. bllt
any exisling Enrollment r,/ill continue for lhe term of such En.ollmenl and will conlinue to be
governed by lllis Agreernenl.
c. Mid-tcrrn lermlnatlon for non.lppropriation of Fullds. Enrolled Afliliate nray terminate lhig
Agreemenl or an Enrollrnent vrithout liabilily. penalty o[ lurlher obligalion to rnak€ paymer]ts if
tunds to rnake payments under the Agreement or Errrollment a.e not approprialed or allocated
by the Enrolled nffiliate for such purpose
(1. Tsrminatiol for cause. Wilhoul limiling any other rernedies it olay have, either party may
(e[nir]ate an Enrollmeni if thd olher party nralerially brBaches ils obligations under this
Agreement, inchrding any obligat,on to submit orders or pay rnvoices. Exceptwhere the breach
is lly its nature not curable wilhin 30 days, the l,errninating parly musl give the olher party 30
days' notice ot its inlent to termi,nate and an opporlunily to cure the brgaclt.
lf ilicrosofl grves such notice to an Enrolled Aftiliat6. Microsoft also will give Cuslomer a copy
ot lhal nolice arrd Custonrer a{rees to help resolve lhe breach. lf lhe b{each aF,ects olher
Enrollnlents arrd cannot be resolve(l bet!./een Microsoft and Enrolled Aftiliale, logelher with
Customer's help, wilhin a (easonable period ot lime, tulicrosoft rnay ternrinalo this Agreement
and all Enrcllnrenls under it. lf an Enrolled Affiliate ceoses lo be Custorner's Afftllate, it rnust
pron)plly nolify Microsolt, and dlicrmoft nray terminate the former AFfiliat€'s Enrollment lt arl
Enrolled Affiliate tenninates ils Enrollrnenl as a resutt of a lrreach by Microsolt, or if lvlicrosoft
lernrinates an Enrollment becaus€ Enrolled Alfiliale ceases to be Customer's A[[iale, then
Enrolled Affiliate v,/ill have the e:rly lernrination rights described in the Enrollnrenl.
e, Early teflnination, ll('l)an Enrolled Afliliate tenninales its Enrolln']ent as a r€strll of a breach
by Mhrosoft, or (2) if Microsoft terminates an Enrollme t because the Eorolled Afliliale has
ceased to be (tn Aifiliale ol Cuslorner. or (3) Enrolled Alriliate lerminales an Enrollment lor nor)-
approprlation of fr.rnds, o. (4) Microsolt terminates an Enrollttenl for norr-payment due lo non-
approprialion ol lurds. then the Enrolled AfFiliate wrll l)dve lhe lollowir)g opliorts:
(l) ll may imnr€diately pay the iolal ren]aiain0 amounl due. including all ir\slallrnenls, in which
case, the Enrolled Aflilaate wll have perpetual righls for all Licenses il has ordered: or
Paqa 5 ol 1l
Dr,:'nnerl x 2rr l(1101)
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E/\2O r hA(r(U:;)1iL(itEt'r.:it{N4!40 r r.1)
I li) ll [)ay pay only al.r]ounls due as oI lhe lemir)ation dale. in lvhich case lhe Enrolled At,rliate
\.t/ill have perpehral l-icenses for:
1) all copies ol Products (including the lalest version of Products ordered rrnder SA
coverage in llre ctrrrent lenn) lor which psyrnent hos been nEde in Full, and
2) tho numtler of copies of Products il has ordered (inclrdhg lhe lalesl ve(sion ot
Products ordered under Software Assurance coverage in currenl lerm) lhat is
proportional lo the totalbf installment payrirents paid versus iotal amounls due (paid
and payable) if lhe early terminalion had not occurred
(iii) ln lhe case of early leflnination rioder sulrscriplion Errrollments, Enroll6,i Affiliate wlll have
the following oplions: r
1) For eligible Pro(lucts, Eirolled Affiliate may olllain perpelual Licenses as described in
the seclioD of lhe Enrollmenl lilled 'Buy.out option," provided that fulicrosoft receives
lhe buy-oul order for thbse LjcensBs wilhin 6b rlays alter Enrolled Alfiliate provirles
rrotice of lernrirralion.
2) In lhe evenl of a t realh l)y Mic(osolt, il Customer clrooses not to exercise a buy-o(t
(ption. Microsoft will issue Enrolled Alfilaite a creclil for any amount paid in advance
for Subscription Licenses thal lhe Enlerprise will not be able to use lo do lhe
lerminalion of the Enrollinent,
I'lothing in lhis section shall aflecl perpetual LiceDSe rights ac(l(ired eilher in a separale
agreement or in a prlor lerr'rr o[ thB lelnrinated Enrollmeltt.
Eftect of tcrminatlon or explrailon. .\l/hen an Enrollmenl expires or is tertlinat€d.
(i) Enrolle(l Alliiate musl orde.,Licenses for all copies ol Pro(hrcls it has ruo for which il has
nol previously subnrrlted an brder Any and allunpaid payments lor any order ol any kincl
remain due and payable, F-xcept as provided ir the subsectior) litled "Early termination," all
unpaid paymenls lor Licer'rses immedialely become dr]e and payable,
(ii) Enrolled Affrliale's ight to Soft^,are Assurance benefils under lhis Agreement encls iF il
does not renew Software Assurance
g. Modlflcatlon or terminallon of an Onllne Service tor rcAulntory reason6. lllicrosofl nray
rnodily or tetninate ao Orrline Service !.rlrere llrere is any cuffe,lt or luhrre oovernnrent
requirenrent or obligation thal; Ill) subjects Microsoft to any legulaliorr or requirenrenl rrot
generally applicable lo businesies operating in the iuri8dic,tion. (2) presents, hardslrip for
lvlicrosotl lo contin(€ operati,rg the Online S€rvice withoul nrcdification; and/or (3) causes
Microsoft to believe these lernls or ihe Online Service may conllict with any such requirenrent
or obligatioo.
h. Prograrn updates. Ivlicrosolt n)ay make clra ges lo lhis Frograin thal will make il fecessa.y
for Curlorne. and (s Enrolled Aftiliales to errter into new agreemenls and Enrollmenls at lhe
time ot an Enrollnrent rerlewal.
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IUse, ownership, rights, aid restrictions.
Ia Pro(lircls. Unless ollrerwrse specitied in a supplenrental agreemenl use of any Product is
governed by the tJse Rights sd€cific to each Fr(xl(ct ar)d versioo 3nd bv lhe terms ol the
applicable supplenrelltal agreerient.
lr. Fixes. Eaclr Fix is licer]sed under the same terms as the Product lo which il applies ll a Fix is
not provided for 0 npecific Proddcl, any use rigllts tulicrosolt plovides wilh the Fix \r,ill apply
c. Non.lvllcrosoft sott,,vare nod technoloUy. Enrolled Atfiliale is solt.-ly responsible for any no -
l\,4icl.osofl sollware or technology that it irlslalls or uses wilh tl're Ploducts or Fixes.
llAIu roA(r'luSlSLCrI G]lNov2Dl6l Pn$e6otil
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rl. Restrictions. Enrolled nffiliale m(lst rot (and ls rol licensed to) (1) revelse engineer,
deco[]pile, or disassemble any'Producl ot Fix, i2l inslall or use non-Microsofl soflv/are or
lechnology in any way that ,.,/ould subiecl [,licrasoft s rntelleclual properly or technolooy io any
. olher license terms; or (3) work aroun(l u,ry techlrcal ftrnilations in a ProdLrct or Fix or
restrictions in Producl documenlalion. Cuslorner mlrst nol (and is not licensed tol () separate
and rrrn paris ol a Paoducl or Fix orr rnore lharr one device, upgrade or dor.,/ngrade parls ol a
Product or Fix a( di(ferent limes, or lransfer parls of a Produ(:t or Fix separately: or (ii) dlstribule,
sublicense. rent. lease, lend ani Producls or Fi:{es ln whole or ir'r lla , or use thern tD oller
hosting services to a third parly.i
e, Reservation of rights. Producis and Fixes are prolected by copyright and olher intelleclual
ploperty rights laws and inle(dalional treaties. i,ricrosofl reserves all riglrts not e\pressly
granted in this agreement. l.lo ghts will b€ granled or irnplied by v./aiver or esloppel. Rights
to access or use Soltware on a bevice <lo not give Customer any right lo implemenl fulicrosoft
l)olents or olher iJi(:r(rsoll anlellectual prope y in lhe device ilself or in an,/ other soltware or
devices
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8. Confidentiality.
''Co0fiderrlial lnforinalion'is non-public inlornalion lhal is desigIated "cootidenlial" or thal a reasor]able
person should understan(l is conlidenlial, including Custorner Oata. Confidenlial llfonnation does not
include inloflnation thal (a) becomes publicli ayailable lvilhoul a breach ol this agreernent. (b) lhe
r€ceiving party received lavdully frorn anolher source withoul a conlidentiality obllgation, (c) is
independenlly developed. or (dJ is a comrrenl or suggestlon volunteered about lhe other party's
business Droducls o. serv'ces.
i
Each parly will take reasonable sleps to protecl lhe olher's Confidential lnforrnstion arrd v.,ill use the other
porty's Confidential lnformatio^ only for t)urposes ol lhe parties busioess reletionship. Neitlrer party will
disclose thal Confirjential lnlonnation lo lhird parties, excepl lo ils employees, Aftrliates, conlraclors.
advisors and corrsultants ('R epresenlatives") and then only on ;r need-to-knew basis lrnder nondisclosrrre
olrlEations at leasl aE prolective as tltis agreefient. Eilch parly lernains responsiDle for lhe use ol lhe
Confidential lnforlnation l)y its Represer]tatives and, in tlre e'rent oI tliscovery of any rr na(,thofzed Lrse or
disclosure, rnust promptly nolify the olher party.
A Farty m.1y disclose theother's Confidential lnFqrrnatio if re(tuired bylaw, bul only aller it nolilies lhe
olhsr parly (if legally pernrissiole) to enable the olher pany to seel( a proleclrve order.
fleither porty is re(luired to restrict worl( assibnments of its Replosenlatives v{ho have had access to
Confidential Inlorrnation Eaclr party agrees lhal lhe use o, inlormalion retained in Represenlalives'
Lrnaided menlories in th€ devoloprnenl or deployrnent of lhe parlies' respeclive products or servrces does
nol create liabilily tlnder lhis Agreemenl or trade secrel law, and each party agrees to limit what it
d;scloses to lhe othel accordinglv.
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These obligalions apply (i) for Customer D;ta unlrl rt is (leleted [rorn lhe Online Seryices, and (ii) tor all
olher ConFidenlial lDfofination. for a period ol hve years aFter a party recBives the Confidential lnlornralion.
9. Privacy and compliance iitn u*".
a. EnrolFd n lliliate consents lo the processing ol personal inFol|nation by lvlictosoft and ils agenls
to facilitale the subject matter bf this Agreemenl, Enrolled Atliliate r./ill oblain all required
consenls trom lhird parties un(ldr applicable privacy and (lala proteclion lavJ before firoviding
personal informatioI to i.,licrosoll
b, Personal informalion collected under this agreernenl (i) rnay lle lranslerred, slored arld
processed in lhe United S(ates or any olher coLmtry in which Microsotl or its service providers
mai.rtain lacililies and (ii) ,rill be sutject lo lhe privacy lerms sFeci,iecl in the Use Righls.
l/icrosofl will allide by lhe requirements of European Economic Area and Swiss dala proteclion
f:A20 lOi\0r(llslsl (i(l!rl( ;)ttl,,'/?O I iJi F:iCeTolll
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law legarding the colleclion, lse lransler. retentior], ancl other ptocessirrg oF personal dala
trofi the European E(|or'(nnio n iea and Switzerland,
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U.S,exDorl. Productsand Frxesare subject loU.S. exporl jurlsdiction- Enrolled Af{iliate musl
comdy with all applicable in,ternational and national lavJs. inclLrding the u.S Eyporl
ndnrinistration Regolalions and lnlernational Traflic in n trns RegUlalions, and end-use., end
use and deslinalion reslricllons issLred by U S. and olher governrnenls related to l',4icrosofl
producls, services and lechlrologies
10. Waffanties.
Lirritecl warranties an(l rernedies.
(i) Soatware, ltlicrosoll waffadls lhat each v€rsion of lhe Sollr,rare vr'ill perform sutlstantially
as described in the applicable Product docun'rentation lor one year fronr the date the
Enterprise is firsl license(lrlor lhat version ll it does nol and lhe Enlerprise notilies
fvlicrosolt within lhe warronty lerrn, lhen tulicrosotl will. al ils oplion (1) relurn lhe price
Enrolled nfliliale paid for the Softwarc license, or (2) repair or replace the Software.
lii) Onlineservices, lvlicrosoli warrallts thateach Onhne Service will perlol]n in accordance
wllh lhe applicable SLA (lrrrlng lhe Enlerprise's use. TIle Enlerprise's terltedies For breach
of lhis war.anty "ire in the SLA.
The rernedies abovs are ltr€ Enlerprise's sole rernedies for br€ach ol lh€ vrarranties in ltris
seclion. Cuslorner waives any bteach ot tr'arranty clainrs nol made d uring lhe warranty period
Exclusions. The !./arranties in this agreement do nol apply lo problonrs caused by accident,
abuse, or use in a nranner irrconsistent wilh this Agteernenl. inclucling faiture lo meet ntinimum
system re(luirernenls. These lwarranties clo not apply to Free, lrial, pre-release, or beta
produrts. or to conrponents o[ producls that Enrolled AFfiliate is permitted to redislribt 6.
Oisclaimer, Except ,or lhe'lirnited war.anties above, Microsoft provides no other
warrarrties or condlllons arid disclairns any other express, atnplied, or statutory
yrarranties, inclrrding lvarranlies ot qtlality, litle, nolr-infringemenl, merchantability, aDd
titness lor a par{icular pirrpose.
11. Defense ot lhird party claims.
The parties will dEtend each other againsl lhe third-party clainrs clescribed in lhis section and will pay the
amounl ot any resulting adverse frnal judgrdent or approved selllement. but only if the delerding party is
l)romplly [otiti€d in wriling ol the claim and has ltrc righl to conl.ol the deFerse and any settlemenl of it. The
party being deFended Inust provide the detending party r.,rith all requesled assislance. inlofinalion, and
aulhority. The defending party vi ill reimburse the olher pady for reasonat,le out-ol-fJockel expeoses it incurs
h't ploviding assistance. This section describes lhe parlies'sole rernedies and entire liability for such claims
a. By Microsolt. Microsolt willdelend Enrolled Affiliale againsl any lhird-parly clainr totheextent
it alleges lhat a P.oducl or Fix made available by nricrosofl for a fee and used within the scope
oF the license granted (unmodified [rom the fornr provided by Microsofl and not co bined with
a ythillg else) rllisappropriales a lrade secret or directly inlringes a patent, copyright.
trademark or other prop.ietary righl ol a third party. lf Microsofl is unable lo resolve a claim of
ioiingenrerlt under conmercialiy reasonable lernrs, il may, at ils option, eilher (l) rnodify or
replace ltre Producl or Fix with a lunclional equivalent: or (2) terminale Enrolled Alllliale's
license and refund any prepaid license lees (less deDreciation on a five-year, straight-line
basis) for perpetual licenses snd any amo(nt paid for Online Sen/ices for any usage period
aller the lennirlatlon date. Microsott rvill not be liable for an y clalms or damages dUe lo Enrolled
Affrliate's continued use ofa Prohr.rclor Frx alte. being notitied to stop due to a thkd-party clainl.
b, By Enrolle(l Ariiliate. 'l'o lhe dxtent permilted by apt)licable l8\,v. Enroll€d AFf iliate ',vill defend
Microsolt against any lhird-party claim lo lhe extenl it alleges thal: (1I any Custonrer Dala or
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non-Microsoft soltwat'e hosled in arl Online.Service by Microsoft on Errrolled Afliliate's behalf
misappropriates a trado secrel or directly infringes a pateot, copyright, lradernark, or other
proprietary dght of a lhild partyi or (2) Enrolled Affiliate s use of ary P.o(lucl or Fix, alone or i,r
combinalion \,rith anylhing else. iiolales lhe 1a,.,,/ or darnages a lhird party
12. Limitation of liabitity.
i
Fo[ each P.oducf. each par ly s r]laximu|I, a{lrregate labil(y to the ollrer Urder lhis Agreerlrerrl is I rniled
to direcl danrages Iinally awarded ir'l an arnounl llot to excoed lhe amorrrts Enrolled Affiliate was requirecl
to pay for lhe applicable Products drrring thel(e,rr! ol lhis Ag,eemenl, stiblecl lo lhe followillg:
a. Ooline Scrvices. Por Online Sdrvices, I\iicrosofl's maxirnum liabilily to Enrolled Affiliate for
any inciderrt giving rise to a clainl will nol exceed lhe amolrnl Enrolled Alfiliate Paid fol the
Online Servlce dl;ing the 12 months before the inci(lenl..
b. Free Products ard Dlstrilrutatile Cocle, For Producls provicled free of charge and code
that Eorglled Affiliate is aulhorized lo r.edistribute to lhird padies wrthoul separale payment to
lvlicrosolt, Microsoft's lialrility is limited to direct darnages tinally awarded trp lo US55,000.
c. ExclusloDs. ln no everrl will either parly be lisble lor rndirect, inci(lenlal, special, punitive, or
aonsequential damages, or for loss of ltse, loss ol busirless inlolmation, loss ol reventle, or
interr(plion ot business, howevdr caused or on any theory of liability.
(1. Excoptions. No lirnilalion or exhlusions will app ly to liability arising oul of eithel parly's (1)
conlidenliality obligations (except for all liability relaled lo Cuslourer Dala, whicll wall lemairl
sutlject lo lhe lirnitalions and €xclusions abovel; {2) defense obligations: or l3) violatiorl of the
other party's inlelleclual properly rights.
13. Verifyingcompliance.
a. Right to verify campllance. Enrolled Alltliale rnust keep reco(s relating to all use and
distributbr of Products by Enrcilled Affiliale and i(s Atfiliales. [4icrosofl has the righl, at its
expense, to the exlent pennilted by applical)le lav/. lo verify compliance v'?ith the Frdltrct's
license ternr!. Enrotted Atfiliate rnust prornplly provide lhe independe[t audilor with any
informatlon llre auditor reasonably reqr|ests in f(trltrerance ol the veilicalion. atrc uding access
to syslems rurlning llre Products and eyidence ol Licenses for Prodtlcts En,olled Affiliate hosts,
suhiicenses, or rlEtributes to lhird parties. Enrolled Afliliale agrees to conrpl€t€ l\,rticrosofl's
self-a(dit process, which Microsoft n]ay require as an alterrlatlve to s third party audil
t) Retnedles for llon.con)pliance. lf verification or sell-audit revenls any [nlicensed lrse o.
distribution. therr wilhin 30 days', {1) Enrolled Afliliale must order sufllcient Licenses to cover
thal use or clistrihution, and (2) i[ unlicensed (rse or distribulion is soli or rnore. Enrolled Affiliat€
rnusl reinlDurse Microsolt foI tlie cost Microsoft has incurred in verification and acquire the
necessaty ad(litional licenses ,i t2So ol the price based on the then-currenl price list and
Enrolled Affiliate price lcvel. Thi unlicensed use perceolage is based on lhe total number ol
licenses purchased conrpared tcj€ctual install base. lf there is no unlicensed nse, Mic.osoll erill
nol subiect Enrolled Affiliale toianotner verilication For al least on€ yea[. By ex€rcising th€
riohts and procedures described above. Mic.osofl does not waive its nghls to enlorce this
Agreerner'rt or to p.olecl its inlellectual properly by any olher nreaos Permitted by law.
c. Verification process. lvlicrosoft will notily Enrolled Alllliale al leasl 30 days in ad'./ance of its
intent to verify Enrolled Affiliate's compliance !.Jith the license lerlns for ihe Producls Enrolled
Affiliare and its Alliliales use or dislribule. MicrosoFt willengage an inclependent ardito.. which
vrill be subject to a conliderrtiality obligation. Any rnformatio[ collected in the seltaudit will be
used solely lot.purposes of determining conrpliancc. Tlrs verilicatioo will lake plsce during
norrrEl business horJrs and in a manner llral does not interlcre (nreasonably with Erlrolled
Atfiliate's operations.
EA2ll reilqr lltS)st.o(EN6)(Nov20 I til Pa-q*9olll
Or:axnefllX20.l07n:l
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14. Miscellaneous.
1a. UsG ol co [traclors. Mic rosolt moy u se contraators to Derform se nrices, b ul wr be resporlsible
for lheir r:erlotnranc€ strbiecl to lhe lefins olthrs Agreenrerrl
l). Microsoft as irrdependenl aoJrtru"tor. The p.irlies .ire indepen(lenl conlraclors. Enrolle(l
Afliliate and Microsoll cach rndy (levelop t)roducls independently ,,vilhout using tho others
Conlidential lnlonrratiorl
c. Notices. N olices to u rcrosolt nrlLrstbcsent to the a(ldress on f he srgnalL,re loflr r. Norices rnusl
be in witing and will be trealed as delivered on the date sho\,,/n on the rel(rn receipt or on the
courier or lax conlifinatior ol delivery. uicresolt rnay provide rnformation to Enroll€d Alfiliale
aboul tDcomlrg ordering deadlines. servic€s, and sul)sciption informatlon in electronrc lofln,
including by email to conlacts provided hy Enrolled Affiliale. Enrails will l)e trealed as (ielivered
on the transmissiofi date.
(1. Agrccrnont not exclusive. CLrslon'rer is free to enter into agreenrenls lo license. Lrse o,
promole non-Microsolt products
e. Anlendrnsnls. A,1y arnendmerit to lhis Agreement must be executed by bolh parlies. except
thal llticroson may change thd Procluct Terms and the Use Righls fmrn lirne lo time hl
accordance \,rith llre lerrns ol tlris Agreernenl. nn, conllicting termsand condilions coolaine(l
ir) an Enrolled Alliliate's purchasb ortler will not .rpply. Microsoft may require CIslorner to sign
a ne\,, agreemenl or an anrendnrenl belore aI Ertrolled Alllliale er]ters into an Enrollrnenl undeJ
ris agreer]renl I
f- Asslgnment. Eithet parly rnay assign this Agreernenl to an Affiliale, bul musl nDtify lhe other
party in writing-of the assignnreht. Any other proposed assignmenl rnust be approved by lhe
non-assigning pady in wriling. Assignrrrenl ,,',,illnol relieve tlre assigning pany ol its obligations
under llre assigned agreement Any altempl€rl assignment ,.vitlrcul required approval will be
void.
g, Appllcable lawl dispule resol,lrtion. Tlre terms ol llris Agreerrsnt v,ill be goveftred t)y llre
laws ol Cuslomcr's stale, wilhout grving eftecl to its conllicl ol laws. oisputes relating to this
Agreemsnt will be subiect to applicable dlspule rcsolutiorr laws of cuslor)ler's state.
lr. Severabllity. llanyprousion inlhis agreernenl is held to be urrenlorceable, lhebaiancaofthe
igreernerll rvill remain ir full forie and eflec,t
i. Waiver. Faihrc to enforce any'pro,rision of this agreeDrent !,rill not constitule a waiver. Any
waiver musl be in writing and signed l)y the waving parly.
No thlrd.paray beneflclarles
rights.
'This Agreement does nol crRale any lhird-parly beneficiary
I
k. Snruival. All provisions survive lennilralior] or expiral on ol this Agreernerrt excepl those
re(luiri]rg perfornrance orly durirlg tlre terl]r of lhe Agreement,
l. Managemcnt and Reportlng. Qustomer ancl/or Enrolled Afliliate nray nranage acco(nldelails
(e.9., contacts orde.s, Licenses. software dorvnloads) on Microsoft's Volume LicensiogService Conlef ('VLSC') web site (or srEcessor site) at
l][urs //wv v nricaolqllcor]lllicensirro,fseryl,:ecenter. Upon the effeclive dale of lh s A0reenrenl
li<iE-nv e,i6li eiillrr:Jiontiiif st r,lerwie,rr rcr, this purpose ,r,/itt be providecl acce.ss to this
sile and may aullrorize addrtional Lrsers and contacts.
m. Orde. of precedence. lnlhecaseof a conllici betr,/een any docunrenls in tlris Agreemenllhat
ls nol expressly resolvecl in lhosd docunr€nls. lheir ternls will conlrol ir\ llre following order frollr
highest to lDwest priorily: (1) lhis Enterpriss Agreemenl, (2) arly Enrollment. (3) the Producl
Terms. (4) lhe Online Services Terms, (5) o(lers subo]ilted ullder this Agreemenl, a^d (6) arry
otlrer docunrents in this Agreehlenl. Terms ln an art]endrnerl control over the amended
docr.rnen, and any prior 3melldrnenls concernin0 lhe same subiecl malter.
EAm I Ii,1'J{US)SLGiEl.lc)lNcrr2(l I (;}Pnqe l0 ol I I
Llocrm€nlX20 l02Oi
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n. Fr€e Prodtlcts. ll is lr/icrosoll'd intent that the terms olthis Agreemenl and the Use Righls be
ro corirpliance with all applicable lederal law and regulations. Any lree Producl provided to
E'rrolled Altiliale rs tor the sole irse and henefit of the Enrolled Alriliate, and is |rot provided for
use lry or personal benefit of ani specific government enrployee
o. Voluntary Product Accessibility TeDlplates. lvlicrosolt supports th€ governrnents obligalion
lo provide accessible lechnologies to ils cilizerls witlr disabilities as req(ired by seclion 508 ol
lhe Rehabilitation Act of 1973, aod ils slale larfl counterparts. The Voluntary Producl
Arcessil)ility Tell]plates ('VPATS"] for the Microsofl techoologies used irl providh$ th€ Orline
Seruices can be found at Microsoft's VPAT page. Further informati(1n r ega(jing nricrosoft's
coflrnrilmer'rl to accessibilily can bE lound at lltlp ,//w,*vr.flicrosofl.cor r't/enabl€.
p. Natural dlsaster. l,) llre e.rent ol a "Iatural disaster,' Microsofl rnay provide additional
assistance or rights by posling tlem on JIlgl4l4.lUufftllSsgg-gglf at such iime.
q. Copyrighl vlolatlo[. Excent as sel Foih in lhe seclion above entilled 'Transfelling and
reassignlng Lacenses', the Enrolled n fliliate agrees to Day for, and comply wilh lhe lerms of this
Agreenrent and the Usa Righls, for the Products it us€s. Except to tlrg ex te nt En rolled AFfilial€
rs licensed ur)der llris Agreefirad. it lvill be responslNe lor ils br'each of lhis contract and
violation of Microsofl's copyri0hl in the Products, including paynent of License fees specified
in this A0reement for Lrnlice0sed use.
En?0 l6&.il.,3i5LGlEllGlll'lav20 I 0)Pirlc ll ol I I
l.irnxnrrlrrl X?ll. I 0!l)s
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f; 'Mit:rosoft Vol u rrrr: i-ic.ens in gl
supp lemental Contact lnformation Form
This lorm catl be used n combinalioh wilh MBSA, Agreernent, and Enrollment/Registration
l{owever. a separale form mrsl l)e submiited for eaclr enrollment/registration. \.,ten more lllan ohe is
subnritted on a signat(fe lorm. For lhe purposes ol tlis form, 'elltily" can mean lhe signing entity,
Cuslorrrer, Enrolled Atfiliate, Goverrrnterrt Palloer, lrrstilution, or olhe/ party errlerirrg inlo a volurne
licensino prooram agreement. Primary and Notices con(acts in this form will nol apply to enrollments
or regislralions.
This forin applies to E rrBsA I
ffi Agreement
fl EnrottmenuAllitiate Registration Fonn
lrsert primary e tity narne if rnore lh6n one Enrolhnent/Regislration
Fornr is submilted
Contact information.
Each party vr'ill roliry lhe olher in writinsl il any of the inloflnalion in the followin! conlact inforinalion
page(s) changes. The aslerisks (') indicale required fields; if lhe entlty chooses lo designate other
conlact Lypes, tlre sarne required fields raust be corhpleted lor each sectiorl. By provi(ling conlacl
inloanalion. entily consents to its use for DUrposes of adnrinistering the Enrollment by Microsofl and other
pa(ies that help Microsott admi]rister thrs Enrollment Th6 personal nlo,mation provided in connection
with llris agr6en)ent r,rill be used and piolecle(l accordirrg !o tlte privacy slalen'tenl available al
htlrrs:i,rlicensi ml.rosoll-con'r
1. Additional notices contact,
This contact receives all nolices tlral are senl from l\ icrosoft. No online access is granted to this
lndividuat,
Narne of entity' Counly of Riverside i
Colrtact llanrc': Flrst Regina Lasl FLrnderlrurk
Contacl enrall address' RFundelburk@rivco.org
Slroel addross'3450 J4lh Slreel, 4th Flooi
City' Riverside Slal€/Provlnce' California Postal co(le' 92501-3861
Country'USA
Phone'951-955-2265 Fax I
D This contact is a tlrird party (not tlre en[ity,. UJaning lllis cor]tact ,eceives personally identifiable
informalion ot lhe entily.
2. Software Assurance manAger.
This cootact will receivc online pernrissiohs to rnanage ttre Sollwar€ Assrrrance benelits Lrnder llre
Efrollment or Regish alion.
Name ol entlLy' Counly of Rverside
Contact narne': First Regina l-ast Fflnderburk
Contact elnail address' RFunde6urk@dvco.org
Street address' 3450 14th Slreet. 4th Floor,
City" Riverside State/Provlnce' Calilofl ria
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Postal co.le' 92501 -3861
11(rFC or !licl IrloF orm(l.r1.ll.lif)( E fl(';,1(lcl20 r l)l'ror I ol :l
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Country" USA
Phqne' 951.955-22(i5 Fax
E This contact is a third parly (Dot the enlity). Warning: This conlact recelves personally identiliable
inlorrnalror) of the entily.
3. Subscriptionsmanager.
This conlacl will assign lvlsDl'l, Expression, and TechNel Plus subscription licenses lo tlre individual
subsclibers under lhis Enrolhnent o[ Regislration Assignnrent of lhe subscription licenses is necessary
for access to any of lhe online benefits, such aE subscription downloads. This contacl will also manage
any con]pljmentary or additionalrne(lia purchases related to lhese sLrbscriplions
Name of entity' Counly of Riverside
Cdntact ame': First Reqirta Last FUn(lerburk
Cootirct emall address' RFunderburk@rjvco.org
Street a(ldress'3450 14lh Slreet,4th Floor
Cily' Riverside State/Proviflce' California Postal code' 92501-3861
Country'USA
Phorrc' 951-955-2265 Fax
! This contact is a third party (not the entity). Vvarninar 'fhis contact receives personally identiliabte
lnformathn ol the eItity.
4. Online services manager.
Tltis contacl will be provided onlir're peflnissions lo manage the online service$ ordered under llre
Enrollment or Reqistralion.
Nanre ol entity' Counly of Riverside
Cootact narner: First Luis Last Flores
Contacl email address' LFFlores@livco org
Street addrcss' 3450 14lh Slreet, {lh Floor
City' Riverside Slate/Provilrce' Califonria Postal code' 92501-3861
Courrlry'USA
Phonc' 951"955-8114 Fax
fl Thls coDtact is a thid parly (llot llre entily). Wsrning: This contact receives perso[ally identiliable
information of the Bntily.
5- Customer Support Manager (CSM).
This person is deslgnated as the Customer Supporl Mana0er {CSM) for suppon-relate(l activities
Narne ol eItlty' County ol Riversi(le
Contact name': First Lois Last Flores
Corrtact enrail address' LFFIores@nvco org
Slrccl address'3450 14lh Street 4th Floor
Gity'Riverside StatelProvi ce' Calilornia Poslal code' 9250 t"3861
Country'USA
Phone' 951-955-B'l'14 Fax
6. Primary contact informatiort.
An individual fronr inside lhe orgaoizalior nrust serve as the prinrary contact. This contact receives online
adminislrator permissions and nray grant online access to olhers. This co[lact also receives all nolices
Lrnless [ricrosoft is provided wrilleo nolice ol a cl)ange.
Name of ontity' County of Riverside
Supc4rlracllrtoForrn(NA.lll'J1(ENt'i)it)11211 1:lJ Prgc 2 L1l :!
Conlact narnc': First Jim Last Sfiltth
Corttact emill ad(lress' timsmith@rivco,org
Street address'3450 14lh Street, 4th Floor
City' Riverside State/Provlnce' CA Postal code' 92501-3861
Country^ US
l)ho[et 951-231'5S09 Fax
7. Notices contact and online administrator infomtatlon.
This irldividual receives online ard[]inislrator permissiors ard may granl or)lioe access to olhers. This
contact also receives €ll notices
I San,e a.s lr n)ary coolaci
Name of cntity'
Contacl rrarne': First Last
Cor)tacl el|rall addr€Bs.
Stlocl a(l(lress'Clty' Staae/Province' Poslal code"
Courttry'
PhonB" Fax
lf This contacl is a third pany (not lhe entily) Warni|Er This corlacl receives perconally identilisble
infor ration ol lhe entity.
SUF:oIracrt,ft )Frtr r(NA.rNr)lr:ir(;lr()cr?r) | 3l FnlB 3 c,l 3
!r Microsoft Volume Licensing
Program Signature Form
MBA/MBSA number
Agaeement numter
Ngts: Enter the applicsble acliw numbeE €ssociatod with the documents below. Microsofl requires the a$ociated adive
number be indicatod h€re. or lisled bclo$, as new.
For the purposes of this form, "Cuslomef can mean the signing entity, Enrolled Affiliate, Govemment
Partner, lnstitution, or other parly entering inlo a volume licensing program agreement.
This signature form and all contract documents identified in the table below are entered into between the
Customer and the Microsoft Affiliate signing, as of the effective date identified below.
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and
understand the above contract documents, including any websites or documenls incorporated by
reference and any amendments and (2) agree to be bound by the terms of all such documents.
\tr\tr
DATF
' indicates required field
Select PIus Agreement x2.0-04874
<Choose Agreement>Document Number or Code
<Choose Agreement>Document Number or Code
<Choose Agreement>Document Number or Code
<Choose Agreement>Document Number or Code
Select Plus Affiliate Registration Form )420-04921
<Choose EnrollmenVRegistration>Document Number or Code
<Choose EnrollmenyRegistration>Document Number or Code
<Choose EnrollmenUReoistration>Document Number or Code
<Choose EnrollmenUReqistration>Document Number or Code
Document Number or CodeDocument Description
Document Number or CodeDocument Description
Document Number or CodeDocument Description
Oocument Description Document Number or Code
Document Description Document Number or Code
Number or Code
Printed Title' Procurement Contract Specialist
Signature Dale' 07 I 17 12013
al entity name). County of Riverside
IY CODC
S
st(
i3Y
FORPrinted First and Last lnes Mark
Name of E
Slgnature*
Tax lD 95-6000930
ProgramSignForm(MSSignXNA,LatAm)ExBRA,ML(ENGXOct20 1 2)Page 1 of 3
Contract Document
Proposal lD
Customer
Microsoft Licensing, GP
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affi liate countersigns)
Signature
Effective Date
(may be ditferenl than Microsoft's signalure date)
Name of Entity (must be legal entity name)'
Signature*
Printed First and Last Name'
Piinted Title'
Signature Date'
Optional 2"d Customer signature or Outsourcer signature (if applicable)
" indicates required field
* indicates required field
lf Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments,
include the appropriate form(s) with this signature form.
After this signature form is signed by the Customer, send it and the Contract Documents to Customer's
channel partner or Microsoft account manager, who must submit them to the following address. When
lhe signature form is fully executed by Microsoft, Customer will receive a confirmation copy.
Microsoft Licensing, GP
Dept. 551, Volume Licensing
6'100 Neil Road, Suite 210
Reno. Nevada 8951 1-1 137
USA
Name of Entlty (must be legal entity name)'
Signature'
Printed Fir6t and Last Name'
Printed Title'
Slgnature Date*
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENGXOcr201 2)Page 2 of 3
Microsoft Affiliate
Customer
Outsourcer
Prepared By: Name of Preparer
Emarl of Preparer
ProgramSignForm(MSSig nXNA L atAm)Ex BRA.I\,'l t (E NG)(Ocl20'12)Page 3 of 3
IIr,Microsoft Volume Licensing
Definitions...-..
How the Select Plus License program works.,.....,.......
How to establish pice level
License grant - what Registered Afftfiates are licensed to run. .-.,........
How to know what Product Use Rights app|y..,...,.,.,..
How to order Product Licenses. ....
Making copies of Products and re-imaging rights.
Select Plus License Program Agreement State and Local
Contents
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
10
11
12
13
11
14
1
3
3
3
4
5
6
6
7
8
9
9
Defense of infringement, misappropriation, and third patv claims-.......
Limitation of liabili
VerWing compllance. .......,,....,.......
Non-Mictosoft Sot7h are or fechno|oqy......................
Miscellaneous....
This Microsoft Selecl Plus Agreement is entered into between the entities identified on the signature form.
Effective date. The effective date of this agreement is the effective date of the first Affiliate Registration
Form or the date Microsoft accepts this agreement, whichever is earlier.
This agreemenl consists of (1) the terms and conditions of this agreement and all attachments identified
therein, (2) the Product List, (3) the Product Use Rights applicable to Products licensed under this
agreement, (4) any Affiliate registration entered into under this agreement, and (5) any Order submitted
under this agreement.
The parties agree to be bound by the terms of this agreement.
Terms and Conditions
(i) any government agency, department, office, instrumentality, division, unit or other entity
of the state or local government that is supervised by or is part of Customer, or which
supervises Customer or of which Customer is a part, or which is under common
supervision with Customer;
(ii) any county, borough, commonwealth, city, municipality, town, township, special purpose
district, or other similar lype of governmental instrumentality established by the laws of
Cuslomer's stale and located within Customer's state jurisdiction and geographic
boundaries; and
Page 1 of 16
Document )(20-04874
Transferring and raassigning Licenses.......,.............
Tem and termination.......................
How to renew an Ordet.............,.....
Restrictions on use..........,..............
Confidentiality.
Warranties..........
1. Definitions.
ln this agreement the following definitions apply:
.Affiliate" means
a. with regard lo Customer
SeleclPlus20l 2AgrGov(US)SLG(ENG )(Oct201 2)
(iii) any other entity in Customer's state expressly authorized by the laws of Customer's state
to purchase under slate contracts; provided that a state and ils Afiiliates shall not, for
purposes of this derinition, be considered to be Affiliales of the federal government and
its Affiliates; and
b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is
under common ownership with Microsoft
"available' means, with respect to a Product, that Microsoft has made Licenses tor that Product available
for ordering under a parlicular licensing program;
"Commercial Product" means any Product Microsoft makes available for license for a fee;
"Contractor" means any third party supplier or other provider of computer technology or related services.
"Customer' means the entity that has entered into this agreement and its Affiliates;
"Cuslomer Data' means all data, including all text, sound, software,or image files that are provided to
Microsoft by, or on behalf of, Customer through Customer's use of the Online Services.
"Fixes" means Product fixes, modifications or enhancements or their derivatives that Microsoft releases
generally (such as Commercial Product service packs);
"License" means Registered Affiliate's right to use the quantity of a Product ordered. For certain
Products, a License may be available on a subscription basis ('Subscription License"). Licenses for
Online Services will be considered Subscription Licenses under this agreement;
'L&SA'means a License and Software Assurance for any Product ordered;
'Microsoft' means the Microsoft entity that has entered into this agreement by accepting Customer's
registration;
.Order' means the document Customer or Customef s Affiliate submits under this agreement to acquire
Licenses or Services;
'Online Services" means the Microsoft-hosted services identified in the Online Services section of the
Product List.
'Product" means all software, Online Services and other web-based services, including pre-release or
beta versions, identified on the Product List.
'Product List" means, with respect to any licensing program, the statement published by Microsoft from
time to time on the World Wide Web at htto://www. microsoft.com/licensi n ol 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 Producfspecific conditions or limitations on the
acquisition of licenses for those Products;
'Product Use Rights' means, with respect to any licensing program, the use rights for each Product and
version published for that licensing program at htto://www.microsoft.com/licensino/contracts or at a
successor site.
'Qualifying Contract," means (1) an Enterprise Enrollment under a Microsoft Enterprise Agreement; (2)
any Enterprise Subscription Enrollment entered into under a Microsoft Enterprise Subscription
Agreement, or a Select Agreement.
'Registered Affiliate" means an entity, either Customer or any one of Customer's Affiliates, identified on
an affiliate registration form that has been accepted by Microsoft and has submitted an Order under this
agreement;
"Reseller" means a large account reseller authorized by Microsofl to resell Licenses in a Registered
Affiliate's region under this program;
'Service Level Agreement" means the document specifying the standards Microsoft agrees to adhere to
and by which it measures the level of service for an Online Service.
SelectPlus20l 2AgrGov(US )SLG(ENG)(Oct201 2)Page 2 ol 16
Document X20-04874
"Software Assurance" means an annuity offering that provides new version rights and other benefits for
Products as described in the Product List;
"Trade Secret' means information that is not generally known or readily ascertainable to the public, has
economic value as a result, and has been subject to reasonable steps under the circumstances lo
maintain its secrecy.
"use" or "run" means to copy, install, use, access, display, run or otherwise interact.
2. How the Select Plus License program works.
The Select Plus License program allows Registered Affiliates to acquire Licenses at discount pricing.
Customer and Customer's Affiliates can participate in this program if Customer or Customer's Affiliate (1)
submits an Order meeting the initial minimum order quantity, (2) maintains at least one active Oualifying
Contract, or (3) has purchased the minimum order quantity during the 12 months preceding the effective
date of this agreement. Notwithstanding any other provision of this agreement, only Registered Affiliates
identified in a Registration Form will be responsible for complying with the terms of that registration,
including the terms of this agreement incorporated by reference in that registration.
a. How Registered Affiliates acquire Licenses. A Registered Affiliate will acquire ils Licenses
through its chosen Reseller. Orders will be made out to and submitted to the Registered
Atfiliate's Reseller. Microsoft will invoice that Reseller according to the terms in the
applicable registration. The Reseller and the Registered Affiliate will determine the
Registered Affiliate's actual price and payment terms.
b. Choosing and maintaining a Reseller. Each Registered Affiliate must choose and maintain
a Reseller authorized in the Registered Atfiliate's region.
c. Online Services. Online Services are provided as subscription services and are subject to
the unique terms set forth in the Product Use Rights and the Product List.
3. How to esfabrish price level.
Establishing price levels. Each Product oftering is assigned a point value on the Product List and is
assigned to a Product pool. The Customer's price level for a pool applies to purchases made by all
Registered Amliates under this agreement. Throughout the term of this agreement, the Customer's price
level for each Product and its associated Pool (Applications, Systems and Servers) will be level "D."
Customer does not need to acquire Products in all pools. The price Microsoft will invoice Reseller will be
basedon Customer's price level for the pool ofthe Product ord ercd. Throughout this agreemenl the term
"pice" refers to reference pice.
SelectPlus20l2AgrGov(US)SLG(ENGXOct2012)Page 3 of '16
Document )(2G04874
4. License grant - what Registered Affiliates are licensed to run.
Registered Affiliates have the rights below once their registration is accepted by Microsofl. These rights
apply to the Licenses obtained under this agreement and are not related to any order of, or fulfillment of,
software media.
The ability to run current or later versions of a Product licensed under this agreement could be affected by
minimum system requirements or other factors (e.9., hardware or other software).
a. General. At any time after their registration has been accepted by Microsoft, a Registered
Affiliate may run for its own benefit as many copies as it chooses, of any available Products it
chooses, provided that it submits Orders for all copies in the month in which those copies are
first run.
b. Use by Affiliates. A Registered Affiliate may sublicense the right to use the Products
ordered under this agreement to any of its Affiliates, but Affiliates may not sublicense these
rights and their use must be consislent with the License terms contained in this agreement.
c. When Licenses become perpetual.
(i) License only. Registered Affiliate's right to run copies of any Product for which it orders
only a License is temporary until the Registered Affiliale has paid for that License in full
and Microsoft has collected such paymenl. Thereafter, Registered Affiliate will have a
perpetual License to run the number of copies ordered in the version ordered.
(ii) LESA or Software Assurance. Registered Affiliate's right to run copies of any Product
for which it orders L&SA or Sottware Assurance is temporary until:
1) the Registered Affiliate has paid all installments of the price for such coverage and
the Order or renewal term during which such Product Licenses were ordered has
expired or been renewed or
2) the Registered Affiliate is otherwise eligible for perpetual Licenses as provided in this
agreemenl.
Thereafter, the Registered Affiliate will have perpetual Licenses to run the Products
ordered in the latest versions available as of the date of expiration, renewal, or
lermination (or any prior version) for the number of copies ordered or renewed.
(iii) Subscription Licenses. Subscription Licenses are not perpetual under any
circumstances.
d. Perpetual Licenses through Software Assurance. Any perpetual Licenses received
through Software Assurance supersede and replace the underlying perpetual Licenses for
which that Software Assurance coverage was ordered. All perpetual Licenses acquired under
this agreement remain subject to the terms of this agreement and the applicable Product Use
Rights.
e. Non-Pcrpstual Licenses. Some Products may be licensed on a fixed term or subscription
basis. The right to Use Products licensed on a subscription basis terminates upon expiration
of the subscription agreement if it is not renewed.
f. License confirmation. This agreement, the applicable Order, the Regislered Affiliate's
Order confirmation, and any documentation evidencing transfers of Licenses, together with
proof of payment, will be the Registered Affiliate's evidence of all Licenses obtained under its
Order as described in this agreement.
g. Prior version rights. A Registered Affiliate may run prior versions of any Product it Licenses
under this agreement. A Registered Affiliate may run different language versions of any
Product it Licenses under this agreement, provided that the License, L&SA, or Software
Assurance for that different language version is available al the same, or lower price, than the
price paid for the language version ordered of lhe same Product and License type.
How to know what Product Use Rights apply.
a. Product Use Rights. i,4icrosoft publishes Product Use Rights for each version of eachProduct. The latest version of the Product Use Righls is available at
http://www. m icrosoft.com/licensinq/contracts.
(i) Product Use Rights for current and future versions of Products. The Product Use
Rights in effect on the effective date of the agreement will apply to all Registered
Affiliates' use of then-current versions of each Product, regardless of the date of the
Order. For future versions, the Product Use Rights in effect when those fulure versions
are lirst released will apply. ln both cases, subsequent changes made by Microsoft to the
Product Use Rights for a particular version will not apply to Registered Affiliates' use of
that version.
(ii) Product Uss Rights for earlier versions (downgrade). lf a Registered Affiliate runs an
earlier version of a Product than the version that was cunent on the agreement effective
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date, the Product Use Rights for the version licensed, not the version being run, will
apply. However, if the earlier version includes components that are not part of the
licensed version, any Product Use Rights specific to those components will apply to the
Registered Affiliate's use of those components.
b. Reservation of rights. All rights not expressly granted are reserved by Microsoft. ln lieu of
Customer's obligation to indemnify Microsoft under various provisions of the Product Use
Rights, Customer will be responsible for any cost or damages arising from any claim to which
Customer's indemnity obligation would otherwise apply,
How to order Producf Lrcenses.
a. Placing Orders. Registered Affiliate may purchase Licenses and Online Services Microsoft
makes available under this program by placing Orders with Registered Atfiliate's authorized
Reseller. The price and payment terms for all Orders will be determined by agreement
between Registered Affiliate and its Reseller. When placing orders, a Registered Affiliate
must specify the country or counlries where lhe Registered Affiliate will use the Licenses.
Microsoft may refuse to accept an Order if Microsoft has a business reason to do so.
l\,4icrosofl may change the Products and subscription services available under this program.
b. When is the Registered Affiliate eligible to order just Software Assurance? A Registered
Affiliate may order Software Assurance for copies of a Product, without the need to
simultaneously order a new License for those copies, in each of the following circumstances:
(i) Registered Affiliate may order Software Assurance for copies of Producls for which the
Registered Affiliate has previously obtained perpetual Licenses through Upgrade
Advantage, Software Assurance, or any similar upgrade protection, so long as the Order
for Software Assurance under this Agreement becomes effective no later than one day
following the expiration of that upgrade protection, and (2) Registered Affiliate submits an
order for another term of Software Assurance for those Licenses prior to or at the
expiration of the previous term.
(ii) During the term of the Agreement (including any renewal term), a Registered Affiliate
may be eligible to order Software Assurance for copies of certain Products licensed
through retail sources or from an original equipment manufacturer ('OEM"), provided that
the Registered Affiliate places its Order within the required time frame. The Product List
at hllo://www. rn icrosolt.com/licensina/conlracts identifies those Products that may be
enrolled in Software Assurance and the applicable time frame for placing an Order.
(iii) A Registered Affiliate may also order Software Assurance in any other circumstances
expressly permitted in the Product List.
(iv) A Registered Affiliate may renew Software Assurance ordered under this Agreement at
the time il renews its Order as described in the section titled "How to renew an Order.'
c. How to confirm Orders. lnformation about Orders, including an electronic confirmation of
each Order, will be provided in a password-protected site on the World Wide Web at
httos://www. microsoft.com/licensino/servicecenter/ or a successor site that will be identified.
Upon Microsoft's acceptance of this agreement, Registered Affiliate's contact identified for
this purpose will be provided access to this site.
d. lnvoices and payments. For any Orders for Software Assurance or L&SA, if the Registered
Affiliate elects to spread its payments over three years rather than payment in a lump sum, it
may make this election with its Reseller. ln such cases, Nricrosofl will invoice the Registered
Affiliate's Reseller in installments, the first installment upon receipt of the Order and
subsequent installments on each anniversary of the Order or the Afflliate anniversary month.
Any amounts for Licenses only (i.e. without accompanying Software Assurance) will be
invoiced to the Registered Affiliate's Reseller in full upon receipt of the Order.
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6.
Changing a Reseller. lf Microsoft or the Reseller chooses to discontinue doing business
with one another, Registered Affiliate must choose a replacement Reseller. lf Registered
Affiliate or Reseller intends to terminale their relationship, the initiating party must notify
Microsoft and the other using a form provided by Microsoft at least 90 days prior to the date
on which the change is to lake effect.
Making copres of Products and re-imaging rights.
a. General. The Registered Affiliate may make as many copies of the Products as it needs to
diskibute them within its organization. Copies must be true and complete (including copyright
and trademark notices), from master copies obtained from a Microsoft approved fulfillment
source. The Registered Afiiliate may use a third party to make these copies, but the
Registered Affiliate agrees that it will be responsible for that third party's actions. The
Registered Affiliate agrees to use reasonable etforts to make its employees, agents and any
other individuals that it allows to use the Products aware that the Products are licensed from
Microsoft and can only be transfened subject to the terms of this agreement.
b. Copies for training, evaluation, and back-up. The Registered Affiliate may (1) use up lo
20 complimentary copies of any Product in a dedicated training facility on its premises, (2)
use up to 10 complimentary copies of any Product for a 60-day evaluation period, and (3) use
one complimentary copy of any licensed Product for back-up or archival purposes for each of
its distinct geographic locations.
c. Right to ".e-image." ln certain cases, re-imaging is permitted using the volume licensing
program Product media. lf the Microsoft Product(s) is licensed ( l ) from an original equipment
manufacturer (OEM), (2) as full packaged Product through a retail source, or (3) under
another Microsoft program, then media provided under this agreement may be generally
used to create images for use in place of copies provided through that separate source. This
right is conditional upon the following:
(i) Separate Licenses must be owned from the source for each Product that is re-imaged.
(ii) The Product, language, version and components of lhe copies made must be idenlical to
the Product, language, version and all components of the copies they replace and the
number of copies or instances of the re-imaged Product permitted remains the same.
(iii) Except for copies of an operating system and copies of Products licensed under another
Microsofl program, the Product type (e.9., upgrade or full License) must be identical to
the Product type from the separate source.
(iv) Any Producfspecific requirements for re-imaging identified in the Product List.
(v) Re-images made under this subsection remain subjecl to the terms and use rights
provided with the License from the separate source. This subsection does not create or
extend any warranty or support obligation.
Transferring and reassigning Licenses.
a. License transfers. License lransfers are not permitted, except that Customer may transfer
fully-paid perpetual licenses to:
Transferring Licenses to third parties. You may transfer Iully-paid perpetual Licenses:
(i) if you are an agency of a state or local govemment to: (a) any other govemment agency,
department, instrumentality, division, unit or other office of your state or local govemment
that is supervised by or is part of you, or which supervises you or of which you are a part,
or which is under common supervision with you; (ii) any county, borough, commonwealth,
city, municipality, town, township, special purpose district, or other similar type of
governmental instrumentality established by the laws of your state and located within
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your state's .iurisdiction and geographic boundaries; and (iii) any other entity expressly
authorized by the laws of your state to purchase under state contracts, or (b) an
unaffiliated third party in connection with a privatization of an af{iliate of agency as set
forth in (a) above or of an operating division of the Enrolled Affiliate or one if its afflliates
as set forth in (a) above, a reorganization, or a consolidation.
Customer must notify Microsoft of a transfer of license by completing a transfer nolice form,
which can be obtained from http://www. microsoft.com/ljqenglldp9ltrcelg and send the
completed form to Microsofl before the license transfer. No License transfer will be valid
unless Cuslomer provides to the transferee, and the transferee accepts in writing, the
applicable Product Use Rights, use restrictions, limitations of liability (including exclusions
and warranty provisions), and the transfer restrictions described in lhis section. Any license
transfer not made in compliance with this section will be void.
b. lnternal Reassignment of Licenses and Software Assurance.
(i) For Products other than the desktop operating system upgrade. For Producls other
than the desktop operating system upgrade, Registered Affiliate may internally reassign
Licenses to an Affiliate. However, Registered Affiliate may nol reassign Licenses on a
short-term basis (90 days or less), or reassign Software Assurance or other upgrade
coverage separately from the underlying License, excepl as provided otherwise in this
agreement.
(ii) For desktop operating systems. The Registered Affiliate may not reassign desktop
operating system upgrade Licenses from one computer to another. The Registered
Affiliate may internally reassign Software Assurance coverage on desktop operating
systems upgrades from the original computer to a replacement computer internally, as
long as (1) the replacement computer is licensed lo run lhe latest version of that
operating system, and (2) the Registered Affiliate removes any desktop operating system
upgrades from the original computer.
Term and termination.
a. Term. This agreemenl will remain in effect unless it is terminated by either party as described
below.
b. Termination without cause. Either party may terminate this agreement without cause upon
60 days written notice. Such termination will merely terminale either party's and its
Registered Atfiliates' ability to place Orders under this agreement. Such termination will not
aflect any Orders not otherwise terminated, and any terms of this agreement applicable to
any Orders not otherwise terminated will continue in effect with respect to that Order.
c. Mid-term termination for non-appropriation of Funds. Enrolled Affiliate may terminate
this agreemeni or an Enrollment without liability, penalty or further obligation to make
payments if funds to make payments under the agreement or Enrollment are not appropriated
or allocated by the Enrolled Affiliate for such purpose.
d. Termination for breach. Either party to an Order may terminate it if the other party
materially breaches its obligations under this agreement, including any obligation to pay
amounls owed. Except where the breach is by its nature not curable within 30 days, the
terminating party must give the other party 30 days' notice and opportunity to cure. lf
Microsoft gives such notice to a Registered Affiliate, lvlicrosoft will give customer a copy of
that notice as well and Customer agrees to assist in attempting to resolve the problem. lf the
problem also affects other Afflliate registrations and cannot be resolved between Customer
and Microsofl within a reasonable period of time, Microsoft may also terminate this
agreement and all other Affiliate registrations under it, unless the basis for termination of the
registration is non-appropriation of funds to the registered affiliate, in which event Microsoft
may only terminate the affected registration(s). lf a Registered Affiliate ceases to be an
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Affiliate of Customer, Customer must promptly notify Microsoft of this fact, and Microsoft may
terminate the divested Registered Affiliate's registration.
e, Affiliate termination. lf (1) a Registered Affiliate terminates its registration as a result of a
breach by Microsoft, or (2) if Microsoft terminates Registered Affiliate's registration because it
has ceased to be an Affiliate of Customer, or (3) Registered Affiliate terminates a registration
for non-appropriation of funds, or (4) Microsoft terminates a registration for non-payment due
to non-appropriation of funds,, then the Registered Afflliate will have the following options
with regard to any Orders it has under the agreement:
(i) For Licenses available on a perpetual basis, it may immediately pay the total remaining
amount due, including all installments, in which case the Registered Affiliate will have
perpetual Licenses for all copies of the Products it has ordered, or
(ii) lt may pay only amounts due as of the termination date, in which case the Registered
Affiliate will have perpetual Licenses for:'
1) all copies of all Products for which payment has been made in full (including the
latest version of Products under Software Assurance coverage), and
2) the number of copies of Products it has ordered (including the latest version of
Products under Software Assurance) for which payment has been made in
installments that is proportional to the total of payments made versus total amounts
due if the early termination had not occurred.
Nothing in this section shall affect perpetual License rights acquired either in a separate
agreement or in a prior term of the terminated registration.
f. Effect of terminatlon. When this agreement, a registration or an Order is terminated,
(i) Each affected Registered Affiliate must order Licenses for all copies of Products it has
run for which il has nol previously submitted an Order. Except for the options provided
above in the event of termination of a Registered Afflliate's registration, any and all
unpaid payments or any order of any kind, including subscription services, immediately
become due and payable.
(ii) Registered Affiliate's right to Software Assurance benefits under this agreement ends for
all Software Assurance for which payment has not been made in full.
10. How to renew an Order.
Microsoft will provide prior notice of expiration of any Software Assurance ordered under lhe
agreement advising Customer of its Software Assurance renewal options, Microsoft may make a
change to this program that will make il necessary for Customer lo enter into a new agreement to
renew Software Assurance.
To maintain Software Assurance coverage for any copies previously ordered under this
agreement, Registered Afriliate must submit an Order for another term of Software Assurance for
those Licenses prior to or on the expiration of the previous term.
Consequences of non-renewal. lf Registered Affiliate elects not lo place another Order for
Software Assurance and it otherwise allows Software Assurance for any copies of any Products
licensed lo lapse, then the Registered Affiliate will not be permitted to order Software Assurance
for those copies later without lirst acquiring L&SA.
Renewing Software Assurance. lf Registered Affiliate is placing an Order for Software
Assurance from multiple Select programs or is consolidating multiple previous Enrollments or
agreemenls into lhis agreement, please complete the multiple previous Enrollment form.
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11. Restricfions on use.
Registered Affiliate must not:
a. separate and use the components of 'a Product on two or more computers, upgrade or
downgrade components at different times, or transfer components separately, except as
provided in the Product Use Rights;
b. reverse engineer, decompile or disassemble any Product or Fix, except where applicable law
permits it despite this limitation; or
c. distribute, sublicense, renl, lease, lend, or host any Product or Fix except as permitted by this
Agreement, the Product Use Rights, or in a separate written agreement
12. Confidentiality.
To the extent permitted by applicable law, the terms and conditions of this Agreement is confidential.
Neither party will disclose such terms and conditions, or the substance of any discussions that led to
them, to any third party other than Affiliates or agents, or to designated or prospective resellers who: ('1)
have a need to know such information in order to assist in canying out this agreement; and (2) have been
instructed that all such information is to be handled in stricl confidence.
For the avoidance doubt, the parties acknowledge that this Confidentiality provision recognizes lhat when
there is a business need to do so, Microsoft and Customer may need to share/exchange their respective
Confidential lnformation with each other to develop a more meaningful business relationship. This section
provides Microsoft and Customer with a well-balanced, commercially reasonable and comprehensive set
of confidentiality terms that enable both parties to share/exchange a wide range of Confidential
lnformation with each other knowing with confidence that significant confidentiality protections are in
place. The confidentiality terms denoted below do not govern Microsoft's handling of Customer Data. ln
all instances under this Agreement, Microsoft's handling of Customer Data shall be governed as
described under various other provisions of this Agreement and by Microsoft's data security policy.
a. What is included. "Confidential lnformation' is non-public information, know-how and Trade
Secrets in any form that are designated as 'confidential' or a reasonable person knows or
reasonably should understand to be confidential. lt includes non-public information regarding
either party's products or customers, marketing and promotions, or the negotiated terms of
Microsofl agreements.
b. What is not included. The following types of information, however marked, are not
Confidential lnformation. lnformation that:
(i) is, or becomes, publicly available without a breach of lhis agreement;
(ii) was lalvfully known to the receiver of the information without an obligation to keep it
confidential;
(iii) is received from another source who can disclose it lawfully and without an obligation to
keep il confidential;
(iv) is independently developed; or
(v) is a comment or suggestion one party volunteers about the other's business, products or
services.
c. Treatment of Confidential lnformation.
(i) ln g6neral. Subject to the other terms of this agreement, each party agrees:
1) it will not disclose the other's Confldential lnformation to third parties; and
2) it will use and disclose the other's Confidential lnformation only for purposes of the
parties' business relationship with each other.
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(ii) Security precautions. Subject to lhe other terms of this agreement, each party agrees:
1) to take reasonable steps to protect the other's Confidential lnformation - these steps
must be at least as protective as those the party takes to protect its own Confidential
lnformation;
2) to notify the other promptly upon discovery of any unauthorized use or disclosure of
Confidential lnformation; and
3) to cooperate with the other to help regain control of the Confidential lnformation and
prevent further unauthorized use or disclosure of it.
(iii) Sharing Confidential lntormation with Affiliates and representatives.
1) A 'Representative' is an employee, contractor, advisor, or consullant of one of the
parties or of one of the parties' Atfiliates.
2) Each party may disclose the other's confidential information to its Representatives
(who may then disclose that Confidential lnformation to other of lhat party's
Representatives) only if those Representatives have a need to know about it for
purposes of the parties' business relationship with each other. Before doing so, each
party must:
A. ensure that Affiliates and Representatives are required to protect the Confidential
lnformation on terms consistent with this agreement; and
B. accept responsibility for each Representative's use of Confidential lnformation.
3) Neither party is required to restrict work assignments of Representatives who have
had access to Confidential lnformation. Neither party can control the incoming
information the other will disclose to it in the course of working together, or what that
party's Representatives will remember, even withoul notes or other aids. Each party
agrees that use of information in Representatives' unaided memories in the
development or deployment of the parties' respective products or services does not
create liability under this agreement or trade secret law and each party agrees to
limit what it discloses to the other accordingly.
(iv) Disclosing Confidential lnformation if required to by law. Each party may disclose
the other's Confidential lnformation if required to comply with a court order or other
government demand that has the force of law. Before doing so, each party must seek
the highest level of proteclion available and, when possible, give the other enough prior
notice to provide a reasonable chance to seek a protective order.
d. Length of Confidential lnformation obligations. Except as permitted above, neither party
will use or disclose the other's Confidential lnformation for five years afler it is received. The
five-year time period does not apply if applicable law requires a longer period or the Product
Use Rights provide a more specific requirement.
13. Warranties.
a. Limited warranty. Microsoft warrants lhat:
(i) Online Services will perform in accordance with lhe applicable Service Level Agreement;
(ii) Products other than Online Services will perform substantially as described in the
applicable Microsoft user documentation; and
b. Limited warranly term. The limited warranty for:
(i) Online Services is for the duration of Customer's use of the Online Service, subject to the
notice requirements in the applicable Service Level Agreement;
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(ii) Products other than Online Services is one year lrom the date Customer rirst uses the
Producl: and
c. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of
law last for one year from the start of the limited warranty;
(ii) the limited warranty does not cover problems caused by accident, abuse or use in a
manner inconsistent with this agreement or the Product Use Rights, or resulting from
events beyond Microsoft's reasonable control;
(iiD the limited warranty does not apply to components of Products that Customer is
permitted to redistribute;
(iv) the limited warranty does not apply to free, trial, pre-release, or beta products; and
(v) the limited warranty does not apply to problems caused by the failure to meet minimum
system requirements.
d. Romedies for breach of limited warranty. lf Microsoft fails to meet any of the above limited
warranties and Cuslomer notifies Microsoft within the warranly term, then Microsoft will:
(il for Online Services, provide the remedies identified in the Service Level Agreement for
the affected Online Service;
(ii) for Products other than Online Services, at its option either (1 ) return the price paid or (2)
repair or replace the Product; and
These are Customer's only remedies for breach of the limited warranty, unless other
remedies are required to be provided under applicable law.
e. DISCLAIMER OF OTHER WARRANTIES. OTHER THAN THIS LIMITED WARRANTY,
MICROSOFT PROVIDES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR
CONDITIONS. MICROSOFT DISCLAIMS ANY IMPLIED REPRESENTATIONS,
WARRANTIES, OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, OR NON.
INFRINGEMENT. THESE DISCLAIMERS WLL APPLY UNLESS APPLICABLE LAW
DOES NOT PERMIT THEM.
14. Defense of infringement, misappropriation, and third party claims.
a. Microsoft's agreement to protect. Microsoft will defend Enrolled Affiliate against any
claims made by an unaffiliated third party that any Product or Fix that is made available by
Microsoft for a fee infringes that party's patent, copyright, or trademark or makes unlaMul use
of its Trade Secret. Microsoft will also pay the amount of any resulting adverse final
judgment (or settlement to which Microsoft consents). This section provides Enrolled
Affiliate's exclusive remedy for lhese claims.
b. Limitations on defense obligation. Microsofl's obligations will not apply to the extent that
the claim or award is based on:
(i) Customer Data, non-Microsoft software, modifications Enrolled Affiliate makes to, or any
specifications or materials Enrolled Afflliate provides or makes available for, a Product or
Fix. ;
(ii) Enrolled Affiliate's combination of the Product or Fix with a non-Microsoft product, data or
business process; or damages based on the use of a non-Microsoft product, data or
business process; :
(iii) Enrolled Affiliate's use of either Microsoft Trademarks or the use or redistribution of a
Product or Fix in violation of this agreement or any agreement incorporating its terms or;
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(iv) Enrolled Affiliate's use of a Product or Fix afler Microsoft identifies Enrolled Affiliate to
discontinue that use due to a third party claim.
To the extent permitted by applicable law, Enrolled Affiliate will be responsible Microsoft
for any costs or damages that result from any of the above actions.
c. Enrolled Affiliate's agreemant to protect. To the extent permitted by applicable law,
Enrolled Affiliate will defend Microsoft and its Affiliates against any claims made by an
unafflliated third party that:
(i) any Customer Data or non-Microsoft software Microsoft hosts on Customer's behalf
infringes the third parly's patent, copyright, or trademark or makes unlaMul use of its
Trade Secret;or
(ii) Arises from violation of the Acceptable use Policy, which is described in the Product Use
Rights.
Customer will be responsible for the amount of any resulting adverse final judgment (or
settlement to which it consents). This Section provides Microsoft's exclusive remedy for
these claims.
d. Rights and remsdies in case of possible infringement or misappropriation.
(i) Microsoft's offerings. lf Microsoft reasonably believes that a Product or Fix may infringe
or misappropriate a third-party's intellectual property rights, Microsoft will seek to: ('l )
procure for Enrolled Affiliate the right to continue to use the Product or Fix; or (2) modify
or replace it with a functional equivalent to make it non-infringing and notify Enrolled
Affiliate to discontinue use of the prior version, which Enrolled Affiliate must do
immediately. lf the foregoing options are not commercially reasonable for Microsoft, or if
required by a valid judicial or government order, Microsoft may terminale Enrolled
Affiliate's license or access rights in the Product or Fix. ln such a case, Microsoft will
provide Enrolled Affiliate with nolice and refund any amounts Enrolled Affiliate has paid
for those rights to the Producl or Fix (or for Online Services, any amount Enrolled Afiiliate
has paid in advance for unused Online Services).
(ii) Customer Data or use of non-Microsoft software with Online Services. lf an
unaffiliated third party asserts that Customer Data or non-Microsoft softlvare or
technology used by Enrolled Affiliate the Online Services violates their inlellectual
property rights, Microsoft may ask Customer to remove the allegedly infringing item. lf
Enrolled Affiliate fails to do so within a reasonable period of time, Microsoft may suspend
or terminale the Online Service to which the Customer Data or non-Microsoft software
relales.
e. Obligations of protected party. Enrolled Affiliate must notify Microsoft promptly in writing of
a claim subject to the Subsection titled 'Microsoft's agreement to protect'and Microsoft must
notify Enrolled Afliliate promptly in writing of a claim subject to the Subsection titled
"Customer's agreement to protect." The party invoking its right to protection must (1) give the
other party sole control over the defense or settlement; and (2) provide reasonable
assistance in defending the claim. The party providing the proteclion will reimburse the other
party for reasonable out of pocket expenses that it incurs in providing assistance.
15. Limitation of liability.
a. Limitation on liability. To the extent permifted by applicable law, the liability of each party,
its Affiliates, and ils Contractors arising under this agreement is limited to direct damages up
to (1)for Producls other than Online Services, the amount Customer paid for the Product
giving rise to that liability and (2) for Online Services, the amount Cuslomer was required to
pay for the Online Service giving rise to that liability during the prior 12 months. ln the case
of Products provided free of charge, or code that Customer is authorized to redistribute to
third parties without separate payment to Microsoft, Microsoft's liability is limited to U.S.
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$5,000. These limitations apply regardless o, whether the liability is based on breach of
contract, tort (including negligence), strict liability, breach of warranties, or any other legal
theory. However, these monetary limitations will not apply to:
(i) Microsoft's and Customer's obligations under the section titled'Defense of infringement,
misappropriation, and third party claims";
(ii) liability for damages caused by either party's gross negligence or willful misconduct, or
that of its employees or ils agenls, and awarded by a court of final adjudication (provided
that, in jurisdictions that do not recognize a legal distinction between "gross negligence"
and "negligence,' "gross negligence" as used in this subsection shall mean
"recklessness');
(iii) liabilities arising out of any breach by either party of its obligations under the section
entitled "Confidentiality", except that Microsoft's liability arising out of or in relation to
Customer Data shall in all cases be limited to the amount Customer paid for the Online
Service giving rise to that liability during the prior 12 months;
(iv) liability for personal injury or death caused by either party's negligence, or that of its
employees or agents, or for fraudulent misrepresentation; and
(v) violation by either party of the other party's intellectual property rights.
b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF
ITS AFFILIATES, OR CONTRACTORS, wlLL BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST
PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS
INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS
REASONABLY FORESEEABLE. HOWEVER, THIS EXCLUSION DOES NOT APPLY TO
EITHER PARTY'S LIABILITY TO THE OTHER FOR VIOLATION OF ITS
CONFIDENTIALITY OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION
RELATES TO CUSTOMER DATA), THE OTHER PARTY'S INTELLECTUAL PROPERry
RIGHTS, OR THE PARTIES' RESPECTIVE OBLIGATIONS IN THE SECTION TITLED
"DEFENSE OF INFRINGEMENT, MISAPPROPRIATION, AND THIRD PARTY CLAIMS."
c. Affiliates and Contractors. Neither Microsoft nor Customer shall bring any action againsl
the other's Affiliates or Contractors in respect of any matter disclaimed on their behalf in this
agreement. Each party will indemnify the other in the event of any breach of this provision.
16. Verifying compliance.
a. Right to verify compliance. Customer must keep records relating to the Products it and its
Affiliates use or distribute. Microsoft has the right, to the extent permitted by applicable law,
to verify compliance with the license terms for the Products, al Microsoft's expense.
b. Verification process and limitations. Microsoft will provide customer at least 30 days'
notice of its intent to verify compliance. Microsoft will engage an independent auditor, which
will be subject to a confldentiality obligation. Verification will take place during normal
business hours and in a manner that does not interfere unreasonably with Customer's
operations. Customer must promptly provide the independenl auditor with any information it
reasonably requests in furtherance of the verification, including access to systems running
the Products and evidence of licenses for Products Customer hosts, sublicenses, or
diskibutes to third parties. As an altemative, Microsoft may require Customer to complete
Microsoft's self-audit process relating to the Products Customer and any of its Affiliates use
or dislribute. Such information will be used solely for purposes of determining compliance.
c. Remedies for non-compliance. lf verification or self-audit reveals any unlicensed use,
Customer must within 30 days order sufficient licenses to cover its use. lf there is no
SeleclPlus201 2AgrGov(US)SLG(ENGXOct20l 2)Page 13 of 16
Document )(20-04874
unlicensed use, Microsoft will not undertake another verification of the same Customer for al
least one year. By exercising the rights and procedures described above, Microsoft does nol
waive its rights to enforce lhis agreement or to protect its intellectual property by any other
means permitted by law,
18. Miscellaneous.
a. Notices to Microsoft. Notices, authorizations, and requests in connection with this
agreement must be senl by regular or ovemight mail, express courier, or fax to the addresses
and numbers listed in this agreement. Notices will be treated as delivered on the date shown
on the return recei or on lhe courier or fax confirmation of delivery
b. Assignment. Either party may assign this agreement to an Affiliate only. Assignment will
not relieve the assigning party of its obligations under the assigned agreement. lf either party
assigns this agreement, it must nolify the other party of the assignment in writing.
c. Subcontractors. Microsoft may use contraclors to perform Services and support Online
Services. Microsoft will be responsible for their performance subject to the terms of this
agreement.
d. Severability. lf a court holds any provision of this agreement to be illegal, invalid or
unenforceable, the rest of the document will remain in effect and this agreement will be
amended to give effect to the eliminated provision to lhe maximum extent possible.
e. waiver. A waiver of any breach of this agreement is not a waiver of any other breach. Any
waiver must be in writing and signed by an authorized representative of the waiving party.
Selec1Plus201 2AgrGov(US )SLG(ENGXOcl201 2)Page 14 of 16
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Microsoft Corporation
Legal and Corporate Affairs
Volume Licensing Group
One Microsoft Way
Redmond, WA 98052
USA
Via Facsimile:(425) 936-7329
17. Non-Microsoft Software or Technology.
a. Registered Affiliate is solely responsible for any non-Microsoft software or technology that it
installs or uses with the Products or Fixes. Microsoft is not a party to and is not bound by any
terms governing Enrolls use of non-Microsofl software or technology. Without limiting the
foregoing, non-Microsoft software or scripts linked to or referenced from any Product website,
are licensed to Registered Afliliate under the open source licenses used by the third parties
lhat own such code, not by Microsoft.
b. lf Registered Affiliate installs or uses any non-Microsoft soflware or technology with the
Products or Fixes, it directs and controls the installation in and use of such software or
technology in the Products or Fixes, through its actions (e.9., through Registered Affiliate's
use of application programming interfaces and other technical means that are part of the
Online Services). Microsofl will not run or make any copies of such non-Microsofl software or
lechnology outside of its relationship with Registered Affiliate.
c. lf Registered Affiliate installs or uses any non-Microsoft software or technology with the
Products or Fix, it may not do so in any way that would subject Microsoft's intellectual
property or technology to obligations beyond those included in the agreement.
Copies should be sent to:
f. Applicable lawi dispute resolution. The terms of this agreemenl will be governed by the
laws of Registered Affiliate's state, without giving effect to its conflict of laws. Disputes
relaling to this agreement will be subject to applicable dispute resolution laws of Registered
Affiliate's state.
g. This agreement is not exclusive. Cuslomer is free to enter into agreements to license, use
or promote non-Microsoft software.
h. Entire agreement. This agreement, the Product List, all registrations under this agreement,
and the Product Use Rights constitute the entire agreemenl concerning the subjecl matter
and supersede any prior or contemporaneous communications. ln the case of a conflict
between any of these documents that is not resolved expressly in the documents, their terms
will control in lhe following order: (1) these terms and conditions and the accompanying
signalure form; (2) the Product List; (3) the Product Use Rights; (4) all registrations under this
agreement; and (5) all Orders submitted under this agreement. The terms of any purchase
order or any general terms and conditions Customer maintains do not apply.
i. Survival. Provisions regarding ownership and License rights, fees, Product use rights,
restrictions on use, evidence of perpetual Licenses, transfer of Licenses, warranties, defense
of infringement and misappropriation claims, limitations of liability, confidentiality, compliance
veriflcation, open source license restrictions, obligations on termination or expiration and the
other provisions in this section entitled 'Miscellaneous' will survive lermination or expiration
of this agreement and of any agreement in which they are incorporated.
j. No transfer of ownership. Microsoft does not transfer any ownership rights in any licensed
Product. Microsoft reserves all rights not specifically granted. The Products are protected by
copyright and other intellectual property rights laws and intemational trealies.
k. Free Products, lt is Microsoft's intent that the terms of this agreement and tho Product Use
Rights be in compliance with all applicable federal law and regulations. Any free Product
provided to Registered Affiliate is for the sole use and benetit of the Registered Atfiliate, and
is not provided for use by or personal benelit of any specific government employee.
l. Amending the agreement. This agreement (except the Product List and the Product Use
Rights) can be changed only by an amendment signed by both parties.
m. Resetlers and other third parties cannot bind Microsoft. Resellers and other third parties
do nol have authority to bind or impose any obligation or liability on Microsoft.
n. Privacy and Security. Microsoft and Enrolled Affiliate will each comply with all applicable
privacy and data protection laws and regulations (including applicable security breach
notification law). However, l\,4icrosoft is not responsible for compliance with any laws
applicable to Enrolled Affiliate or Enrolled Affiliate's industry that are not aiso generally
applicabie to information technology services providers. Enrolled Affiliate consents to the
processing of personal information by Microsoft and its agents to facilitate the subject matter
of this agreement. Enrolled Affiliate may choose to provide personal information lo Microsoft
on behalf of third parties (including Enrolled Affiliate's contacts, resellers, distributors,
adminislrators, and employees) as part of this agreement. Enrolled Affiliate will obtain all
required consents from third parties under applicable privacy and data protection law before
providing personal informalion lo Microsoft.
The personal information Enrolled Affiliate provides in conneclion with this agreement will be
processed according to the privacy statement available at
https://www.m icrosofl.com/licensinq/servicecenter (see footer), except that Product-specific
privacy statements are in the Product use rights. Personal data collected through Products
or Services may be transferred, stored and processed in the United States or any olher
country in which Microsofl or its service providers maintain facilities. By using the Products
or Services, Customer consents to the foregoing. i,4icrosoft abides by the EU Safe Harbor
and the Swiss Safe Harbor frameworks as set forth by the U.S. Department of Commerce
SelectPlus20l2AgrGov(US)SLG(ENGXOct20l 2)Page 15 of 16
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regarding the collection, use, and retention of data from the European Union, the European
Economic Area, and Switzerland.
For Online Services, additional privacy and security details are in the Product use rights.
o. Natural disasters, ln the event of a 'natural disaster', Microsoft may provide additional
assistance or rights by posting on htto:i/www.m icrosoft.com at such time.
p. Copyright violation. Except as set forth in section above entitled "Transferring and
reassigning Licenses", the Registered Affiliate agrees to pay for, and comply with the terms of
this agreement and the Product Use Rights, for the Products it uses. Except to the extent
Registered Affiliate is licensed under this agreement, it will be responsible for its breach of
this contract and violation of Microsoft's copyright in the Products, including payment of
License fees specified in this agreement for unlicensed use.
q. U.S. export jurisdiction. Products and Fixes are subject to U.S. export jurisdiction.
Customer will comply with all U.S. Export Administralion Regulations and lnternational Traffic
in Arms Regulation requirements as well as all end-user, end-use, and destination reslrictions
issued by the U.S. and other governments applicable to this agreemenl. For additional
information, see @.
Micrdsoft Licensing, GP Document Summary Form
' This is for informational purposes only *
MSE#:
(MSLr
Tracking
Number)
3-0000003183189
Signature Form
Do not modify the formatting or spacing of this Form above this text
Subsidiarv:
Country:
Accol.lnt Manaoer Name / Alias:
United States
LAR/LAD/ESA:
Dell Inc.
tilrilProoramNersio
SLP SLG 2012
(lvlsll Scanning Code)
ACCOUNT: County of Riverside 4
Outsourcer Name:
Business Agreement Number:
Master Agreement Number 7756479
Agreement Number: 7657738
Purchase Order Number:
comments:
10/12120057 12312013 2102:23 PM
Doc Tvpe:
Last Saved by Quinn Greenly
Revision 3.9
!! ruicrosoft
Program Signature Form
MBey'MBSA number Proposal lD
Agreement numb€r 115bc117
Noto: E.,ter the appticable sdiw numb€6 assochled wlth the doqrm€nts below. Microsoft Equires the associatsd adiv€
number be indiceted herB, or lbt€d balow e3 ne\r.
For the purposes of his form, 'Cuslome/ can mean the signing entity, Enrolled Affiliate, Govemment
Partner, lnstitution, or other party entering into a volume licensing program agreement.
This signature form and all contract documents identified in the table b€low are entered into between the
Customer and the Microsoft Affiliat€ signing, as of the effec.tivo date identified below.
By aigning below, Custrcmer and the Microsoft Affiliate agree that both pa(ies (1) have received, read and
understand'lhe above contract documents, including any websites or documents incorporated by
reference and any amendments and (2) agree to b€ bound by the terms of all such documents.
" indicates roquired field
Select Plus Agreement x20-o4a74
<Choose Agreement>Document Number orbode
<Choose Agreemenf>Document Numberbi Code
<choose Agreement>Document NuiTber or.Code
<Choose Aqreement>Document Number or Code
Select Plus Affiliate Registration Form X2A-M921
<Choose EnrollmenURegistiation>Document Numfier or Cdde
<Choose EnroilmenURegistration>Document Number or Code
<Choose EnrollmenUReg isfation>Document Nurhlbr or Code
<Choose EnrollmenURegistration>Ddcument Number or Code
Document Description Document Number or Code
Document Description Document Number or Gode
Documenl Doscription Document Number or Code
Docgm6nt Description Document Number or Code
Document. Description Document Number or Code
Number or Code
Prlnted Title' Procurement Contract Specialist
signaturc Date. 07 t17 12013
entity name)' County of Riverside
Printed Flrst and Last ' lnes Mark
Slgnaturo'
Name of
Tax lD 956000930 FOR TY COUN
Customer
ProgramSignForm(MSSignXNA,LatAm)ExBRA,MLI(ENGXOd2012)
BY
Page 1 of 3
Volume Licensing
Contract Document
t1
Microsoft Licensing, GP
Mlcrosofr Lhsnsing, cP
JUL 2 3 20t3
nthA o nula 6ony
Printed Fl'3t and Last Name
Print€d Tltle
Signature Oate
(dato Mlc.o€oi AmIa€ countc6igns)
Signaturo
ldoson Llcen GPEftractlvo Dato
(may bo dtfig.ent than Micrcso{ts rlrnatuts date)l,l,,-r
M icrosoft Affiliate
optlonal 2d Customer slgnature ot outBourcet slgnaqlrc (]f applicablo)
" indicates raq@d tield
' indicates required tield
lf Customer requires physical media, additional contacts, or ls reporting multiple previous Enrollments,
include the appropriate form(s) with this slgnalure form.
After this signature form is signed by lhe Customer, send it and the Contract Documents to Custome/s
"-t'"nn"t
p"in"r or Microsoft iccouni manager, who must submit them to the following address. When
tnJsignature torm is fully executed by Microaoft, Customer will receive a confirmation oopy'
M lcrosott Llcqnsing, GP
Dept. 55'1, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 8951 1-1137
USA
ProgramsignFolm(MSSigr)(NA,LatAm)E)(BRA,MLI(ENGXOd2012)Paeo 2 ol3
Name of Entlty (muet Do logal entlty namc)'
gignaturo'
Customer
Name ot Entlty lmust bo lcgal entity nama)'
Slgnlturo'
Prl{ed F"[st and LaEt Name'
itint"a Ttte'
Signature Date'
a
Prlntod Fir6t and Last Nams"
Printed Tftle*
Slgnaturo Drte' ,''.
Outsourcer
Preparod By: Name of Preparer
Email of Prcparer
Progra mSig nFom(MsSig n)(ilA,lrtAm)EtBRA, M Ll(E NGXOC120l2)Page 3 of 3
IIE
Program Signature Form
\/oh rtr rr.r Lit.errr.irrrj
Rtvco-8084445-M-
AMD2
h/lii',,,., ,ii
MBA./MBSA oumber
A0r€€ment number
Notq: Enler the appllcable actlv€ number6 associsled wilh lho documonls below. Microsolt requhos lhe
assoclalBd aclive nunber be indicaled hore, or llst€d below as new.
For lhe purposes ot thls form, "Customer' can moan the slgnlng entlty, Enlolled Aflflale,
Government Parlnef, lnslitulion, orolher party enlering lnto a volume licenslng program agroement.
Thls signalur€ form and all conlract documents ldentllied ln the table below are anlered inlo bolween
lhs customor and lhe Misosoft Aftillate slgnlng, as of th6 effectlv€ dat€ ldenliflsd below.
8084445
lrlF
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flcao
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=oorz
By signing below, Customer and lhs Mlcrosoft Afrlliale agree that both parties (1) have recelved, read
and undersland the above conkact doqumenls, lncluding any websltes or documents lncorporated by
refer€nce and any amendments and (2) agree to be bound by the Ierms of all such documents.
z
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&,otL I
a0
' lndicates raqulred freld
<Choose.Agroemenl>
<Choose Agreemenl>
<ChooBs Aqreemenl>
<Choose Agreemenl>
<Choos6 Agreemenl>
<Chbos€ EnrollmenuR€qlstration>
<Choose EnrollmenuReoislratlon>
<Choose EnrollmenUReglslratlon>
<Choose EnrollmenuReqislration>
<ChoosE EnrollmenuReqistrallon>
Amendmenl to Contract Documents cTM-FWK-CTC-AGR (8084445)
Number or Code
PrtnfuO fto
Prlnted Titre S 1.. lRoU8eaca/'f C-oNr&Acf Str€C//+Us f
srsna(ure Datei Ot/SO f Zo.Za
ffi)ffi*"name)* Counly of RlversldeNams ofEn
Slgnature'
Tax lD
Pag6
DocumenlX20-
I ol2
12845
Contract Doctlment
Customer
ProgremslgnForm(MSSignXNA,LalAm)ExBRA(ENG)(Oc12019)
('"Corporatlon
Prlnted Flrstand Last Na
Prlntsd Title
Signaturo Dats
(dal6 Mlciosoft Afiillal6 counterslgns)
me
Slgnaturo
Agreement Effecllve Date I
(may be dillerent lhan Microson s signatL,
Mlcrosofl Co
JAN 29 2020
Du
dale)
bon shalfoAuth
Microsoft Affiliate
Name of Entlty (must be legal enllty name)'
Slgnaturs'
Prlnted Flrst and La6t Name*
Prlnted Title
Slgnature Date*
Customer
Optlonal 2id Customer slgnalu]e or Outsourcer slgnaturs (lf applicabls)
' indicates requhed
' hdlcatds requhed lield
l, Customer requlres addltional conlacts or ls reportlng mulllple pfovlous Enrollments, includ€ lhe
approprlate form(s) wlth thls slgnature form.
Aller lhls signature lorm is slgned by the Cuslomer, send il and the Conlr8cl Docum€nts lo CustomBis
channol partner or Mlcrosofl accouit managsr, who must submil lhem to lhe followlng addi8ss. Wh€n
lhe signalure form ls fully executed by Microsoft, Customer wlll recolve a confirmalion copy.
Mlcrosoft Corporallon
Dept. 551, Volume Licehsing
6100 NellRoad, Sulle 210
Reno, Nevada 8951 l-1137
USA
Name of Entily (must be legal entity name)*
Slgnature'
Prlnted First and Last Name'
Prlnted Tllle
Slgnature Dats*
P.ogrgmsisnFom{MSSignXNA, tatAm)ExBRA(ENG)(ocl201 9}Page 2 of 2
Document X20-12845
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Outsourcer
l\/i[{ l, ,,r]i rii
Amendment to Contract Documents
8084445
Vcllt r Irt': l..ir:et rsittrl
Rtvco-8084445-M-
AMD2
A0r6omenl Number
Thls amendment ("Amendment") ls enlered inlo between lhe parties idonlilled on lhs atlached program
slgnalure form. ll amends the Enrollment or Agreement ldenllfled above. All term6 us€d but nol defined
in lhis Amendment will have lhe same meadlngs provided ln that Enlollment or Agreeriiefll.
Enrollsd Afliliats ls ordoring Professlonal SBrvlcss d€scrlbed ln the attached Statemenl o, Servlces
(SQS) ln cannsclion wllh lhd Producls licensed by Enrolled Affiliate under the Enrollment. The parlles
agre€ lhat th€ Ehrollment ls amended to add the following terms that shall apply lo lhe services
descrlbed ln lh€ SoS.
Terms and Condltlons
1. Deflnltlons. All tsrms d€fined ln lhe Agroement and th6 Enrollment shsll apply to thl6 Amendhent
unl$s othelwlse stated, Addltional terms ar6 dslinod 8s follows:
'Customor" msahs lh8 legal enllty that h8s enter€d lnlo the AgrBement;
"customsr Data" inesns all data, including sl text, sound, sofwsro, lmags or vldeo tle8 lhat ar6 provlded
lo Mlcrosofl by, or ofl behalfof, Customor and lts Alfillales ln connecllon wllh Professlonal Servlces;
'day'means a calendarday, except references that specirbusinsEs d8y';
"Flx" or"Flxea'means Product fix6s, modificallons, enhancemenl8, or lhelr dedvalivB,lhat Mic.osolt eilher
r€leases gonorally (such as Product servlce packs) or lhal Mlcrosofl provides to Cuslomer whei performlng
Professlonal S€rvlces to address a specllic lssu€ (includlng, bul nol limlted to, worksrounds, patches, bug
lixF, beta tixes 8nd beta bullds)i
"Mlcrosoff' means lhe Mlcrosofl Affiliate lhal has entered lnto the Agreemenl and its Affiliates, as
appropriatei
"Pre-Exlsling Work'm6ans any computercode ormalerlals doveloped orolhelwhe oblalned lndependently
ofthe efforts ofa party under a Slat€ment of Servlces;
"Professlonal Ssrvlces" means all Product supporl servlc€s and Mlcrosolt consultlng servlces or
advico ptovided lo Cuslomer under lhls Amendmenl. "Professlonal serulces' does nol lnclude Onllne
Servlces;
'Servlce Deliverablos" m€ans any computer code or malorials, olher than Products or Fixes, thal Microsoff
leaves wilh Customer al the concluslon of Mlcrosofl's pe.formsncs dfthe Professlonal Servlcesi
'Stat€menl ofSsrvlces'means any wolk orders, servlces descriplions, or olherdesc plion ofProfessionol
Servlces thal lncorporates lhis Amdndmont;
CTM fWK.CIC.AGR 8D
Page l of8
Microsoft Services Amendment to the Enterprise Enrollment
Federal, State and Local Government & Public Educational lnstitutions
AmerdmenlApp v4-0
"Trado Socret" means information that is not gonsrally known or readily ascerlalnabl€ to the public, has
economlc value as a resull, 6nd has been subiecl to reasonablo stops under lhe clrcumstanc$ to mainlsin
Its secr€cyi
"use" or "run" moans lo copy, lnstall, use, access. dlsplay, run or othsrwlse lnteractwllhi
"Volumo Llqqnslng Slts" mean8 ltt!0/dtwoiq@sqllllqdlig91ts_iulq9![aqlq or a successor site
2. Serylces, The precise scope ol lhs Proresslonal SeNic€s will be specllled in a Slatement of Services.
Cu8tomer or any of Customels Afllliat€s may enler lnto Stat€ments of S6rvic6s undsr thls Amendment wlth
Mlcrosoft'B local Afliliates, Mlcrosofl's ablllty to dellver lhe Profe68lonal Services dep8nds upon Customsr'6
fLrlland limEly cooperalion, as wellas the sccuracy and completeness of any lnformstlon Customer provides.
Thls Agreement does not obligsle either parly or its Aflillales lo enter inlo any Stalements of Se/vlces.
3, Use, ownerEhlp, rlghas and resri ctlons,
a, Produc6- UnlBss otheMise specllied in the Enrollmenl, uss of any Product ls governed by th6 use
Rlghl6 spsclflc to each Producl and vorslon and by the l€ms of the applicEble llc€nss agreemenl.
t . Fix6s aad Sorvrces Dollvorablos.
I Flxes, EBch Flx ls llcsnsed under lhe same terms as lhe Product to whlch lt applies. lf the
Fix is not provlded for a speclllc Producl, any us€ lerms Mlcrosolt provldes wilh the Fix wtll
apply. lf no use terms arE provlded, Cuslom8r shall have a non'€xcluslw, peDelual, fully
pald-up liQense t0 use and reproduce lhe Flx Bol8ly tor lts lnternal buslness pu0os6s.
Cuetomor may not modlry, chang€ the lile nam€ or comblne any Flx wllh aiy non-Microsofi
computer code, except as expressly permllted in tho Agl€ement.
Pre-Exlsalng Wotk. All dghts ln Pre-Exlsting Work will remain the sol6 propedy of lhe party
providing lhe Pre-E)dsting Work. Each party may use. roproduce and modify the other
perlyh Pre-Exlstlng Work only Es ns€d6d to perform obllgations related to Professlonal
Services.
lll. Sorulcas De verabres. Upon payment ln lull, Mlcrosoft granls Customer a non-sxClusive,
noo-transferable, perpetual lic€nss to reproduce, use end modify the Sorvices Dellverables
solely for Customer's lnternal buslness purposes, subjEct to lhe l€rms and condllions lnthis
Amendmeol.
lv- Aftlliates' rlghts. Customer may only 3ublicense its rights in SeNices Dellverables and
Sample Code granted hereunder to lts Aflillgtes, but Customer's Afliliates may not
subllcense theEe righls. Cuslomer ls responslble for ensu ng its Afliliates' compliance with
thls Amendm€nl.
ll
Non.Mictosoft soflware and leclmolggy, Cuslomer is solely rosponsible for any non-Microsoft
soflware or technology that Custom€r lnstalls or uses wlth the Products, Flxes or Ssryipes
Deliverables. Customer may not lnstall or use non-Mlcrosoft software or technology ln any $,ay lhat
would subjoct Microsoft's inlelleclual properly or technology to obllgallons beyond those included in
lhis Amendment.
d. sample Code, Upon paym€nt in tl.lllr Mlcrosort grants Cuslomer a non-e)(clusiv€, perpelual, non-
lrsnsferable licens€ to use and modlfy any Softwar€ code provided by Mlcrosoft for lhe purposes ol
lllustratlon ("Sample Code") and lo reproduce and dislrjbuto th6 oblecl code form ol the Sample
Code lor Customeis internal busioess purpqses only and not lo any unaffillaled lhlrd parly.
Resltlctlons on use, Customer musl not (and ls not licensed lo) ( 1) reverse ongineer, de-complle
ordisassemble any Producl, Flx or Service Deliverable; (2) installor use non-Microsolt software or
lechnology in eny way that,,,,ould subJecl Mlcrosoft's lntellectual property orlechnology to any olher
license ierms: or (3) work around any lechnlcal limltallons in a Producl, Fix or Servlc€s Dellv€rable
or resldctlons ln Product documentation. Except as expressly permlttsd ln this Amendment or I
Slatomenl of Services, Customer must nol distribute, sublicense, rent, lease or lend any Product,
Flx or Service Dellvorabl€, ln whole or ln part, or u6e them to offer hosting Bervlces to a thkd party.
AmendmentApp v4.0 BD
Pago 2 or6
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f. Reseryalior ofRighas, Producls, Fixes, and Servlce Dellverables are proleoted by copyrighl and
olher lntellectual property rlghts laws Bnd lntsrnational heatles. Mlcrosott reservos all rlghls not
€xpressly granled ln thls Agreement, No rlghls wlll b€ granted or implied by waiver or estoppel.
g. Supponablllty ol Products, Support fol Products ls avallable under the lerms of a liconsing
agreemenl. a separale SIalemBnt of Services or under the t€rms sel lorlh al
hlto://6upr)orl.rrlcrosbfl.com or a succe8sor 6lle.
4. confldontlallty. subject lo lhe requirem€nts of Custom€/s public rccords and trado secrol laws (lf any):
"Confld6ntlal Informallon" 16 non-publlc lnformallon lhat lB dsslgnatsd "confid€nllal' or thal a r€asonable
person should understand ls conlidenllal, and lhe terms ofthls Amendment, lt lncludes, butis not limited to,
non-public lnlormatlon regarding either party's products, features, markoting and promotlons, and lhe
nogotiated lerms of any Statement of Services,
Conlld€ntial lnformatlon doee oot lnclude lnformEtion thot (a) becom€s publlcly 6vqllable wilhout a breaoh oI
thls Amendment, (b) the r8c6iving party r€celved lawtully kom anolher source wllhout a conlldentlaiity
obllgatlon, (c) is lndependenlly develop€d, or (d) is a cgmment or slggestlon vqluhteered about the other
psrty'6 buslness, producl6 or servlces,
Each parly wlll lako reasonable steps to protecl the olh6r's Conlidenlial lnformallon 8nd wlll us6 the other
party's Conlidential lnlormalion only for purpos€8 of lhe parli€s' buslngss relalloruhlp. Neither party wlll
displose lhat Conlidenlial lnformallon (o thlrd psrlies, except to lls €mployees, Afflllates, conlrdctors, advl8or6,
and consultants (colleclively'RBpresentstlves') and thsnonly ofl a n6sd-lo-knowbasls, under non-disclosuro
obllgaliom at lesst as proleclive as this Agreement- Each parly remalns responslble lor lhe use of lhe
Confld€ntial lnformallon by 116 Ropresentatives and, in the eveot of discovery of any unaulhorized qs€ or
di6closure, must promptly notity the olher party.
A party may disclose the otherparly'6 Conlidenlial Inlormation if r€quired by lawl butonly after lt notifies lho
other party (lf legally permlssible) to enable the other party to s€ek a proleclfue order.
Neither parly ls required to r€strlct work assignments of ils r6pl€8entativs6 who have had acces$ to
Conlidenllal lnformalion. Each parly agr€6s lhat uso or lnfumstlon ln representativ$' unaldad memorles ln
thE devplopment or deployment of lhs partlos' rospgctlv€ producls orServlces doe6 no( creat€ liabllity under
this Amendment or Trade segrel law, and each parly agrEes lo llmil what ltirlsclosss lo lhe olher sccordingly.
Thess obllgatlons apply for a period of,ivs y€als aflsr thd confid€ntlal lnlormallon ls racelved.
5. compllance wlth appllcable laws, p vacy end securfiy,
a. Cuslomer consents to the processing ofpersonal lnlormation by Mlorosoft and its agenls to facililate
lhe subJect matlsr of lhls Amendment. Customer wlll obtaln all requlr€d consents frorn lhlrd parlbs
(includlng Customerrs contacts, resellers, distdbutors, adminlstralorg, and employees) under
appllcable prlvacy and data protection law belor€ plovidlng porsonal lnlortEllon lo Miclosoft.
b. Per6onal lnformauon collected lhroqgh Profes6lonal SBrvlc€E (l) may be lransf€rred, stored and
proc€ss€d ln lh6 UnitBd slates or 8ny olh€r country ln whlch Mlcrosolt or ll9 contractors mainlain
facilities and (ii) will be subject to lhe privac-y terms specilied ln lhe U$6 Righls. Microsofl will ablde
by tha requlremenls of European Economlc Area and Swiss data protection law regardlng lhe
colleclion, use, lransfer, retehlioi 8nd processing of personsl dala from the European Economic
Area and Switzerland.
U.S. Export. Mlcrosott Product6, Flxes and s€rviceB Dgliv€rabl€s are subiect to U.S. €,(pgrt
jurlsdiclion, Cuslomor must comply wlth all appllcable lnternational and national laws, lncluding lh€
U.S. Export Admlniskatlon Regulatlons, lhe lnternallonal Traflic ln Arms Rsgulallons, and end-user,
end us6 and deslination reslrlctions by U.s, and olher governm€nts relaled to Mlcrosoft Products,
servlces, and l€chnologles.
6, Waftan es.
8D
c
AmsndmentApp v4.0 CTM-EWi(.CTC.AGR
Paoe 3 ol6
a. Llmlred wauantlos and remedles - Ptofesslora, Servrces. Microsoft w€rranls lhat lt wlll perlorm
Prolesslonal Services vtith professional care and sklll. ll Mlcrosolt lails lo do Bo, and Cuslomer
nollli€s Microsoft within 90 days of lhe date lhe Professlonal Servlces were performed, lhen
Mlcrosoft wlll, al lls dlscrellQn, ellhBr re'pBrform the Prolosslonal Servic€s or relurn th€ price psld
for lhem. These rem€di€s are Customor's sole r€medies lor breach ol warranlles in lhls section.
Customsr waivss any breach otwarrsnly clalm6 nol made during lhe wananty period.
b. Excluslona, The warranli€s in lhis section do nol cover probl6m6 caused by accldent, abus8 or
use ln a manner lnconsistent with lhis Amendment, including fallure lo meet mlnimum sFtem
requiremonts. Th6ss warranlies do not apply to fr€e, lrlal, pr€-relsase or b€la Products or lo
componenls ol Products lhat Cuslomer ls permitted to rediskibule, DISCLAIMER, Excopt for ths
llmllod warra[lles above, Mlcrosqft provld68 no othorwarJantloE or condltlonB alld dlsclalms
any other express, lmplled or slalutory warrantles, lncludlng warrantles of quallty,
merchantablllty, lltnes8 ,or a partlcular purpose, lille and non.infrlngoment.
7, Detense ot lhlrd-paiy claims,
To the extent not ptohiblted by applicable law, lho partles willdelend each otheragalnsl the third-par{y claims
dsscribod ln lhls sectlon and will pay lhe amount of any resulling advero€ flnal judgment dr approved
setllemenl, but only itlhe defendlng party ls promptly notlfled in wrlllng of the clalm End ha6 the rlght to control
the defense and any seltlement ol it (subject to (subject to 28 U.s.c. S 516 ls Customer ls a Federal
Governm€nt sgency). The party belng defended must provldE the defendihd parly with all requested
asslslance, lnformatlon and aulhodty. The defending party will reimburse lhe olher party for rcasonable oul-
or-pod(et expenges il lncurs ln providing assl6tahc€. This section descrlbes the parties' 6ole remedles and
enllre liability foI such clalms.
Ey Mlcrosott, Mlcrosott wlll def€nd Customer against any third-party claim lo lhs extenl lt alleges
that sny Flx or Services Deliverable made available by Mlcrosoft for a foe and uaed wltl{n the scope
of Section 3 otlhis Amendment (unmodilisd from ths form pfovlded by Mlcrosofl and not combined
with anylhing olse) mi8appropriates a fade secr€t or dh€ctly lntringes a pstent, copyrlght, or
trademark or alher propri€lary rlght of a thlrd parly. lf Mlcrosoft 16 unable to rasolve a clalm of
inlringement under commercially reasonable terms, it may, al its optio0, elther (1) modify or replace
lhe Flx or seNlces Deliverable wllh a functlonal equlvalent or (2) t€rminale Customer's lic6ns6 and
rsfund any loes pald for 6uch Flx(es) and Servlces Deliverable(s). Microsolt will nol ba llable for
any alalms or damageE due to Customer's continued uss ol p PIoducl, Flx or SsMces Deliverable
afler belhg notilied lo stop du6 io 6 third-parly claim.
b. By CuEtomor. To the exlont permltted by applicable law, Customer wlll defend Microsoft
against qny third-party claim lo lh€ ext8nt il alleges lhal Cuslomefs use oF any Fix or Servicas
Dslivsrablo alone or ln comblnallon wlth enythlng slse, violales tho lawor damages a lhkd party.
a.
Notwithslanding Ihe foregolng, Mlcrosofl's rlghts set lorth in lhis section (and lhe righls ol the
third perty clahlng hlrlngement) shall be governed by the provlslons of 28 U.S.C, S 1498, lf
Customer ls a Federal Govarnmenl agency,
B, Llmltatlons ot llablllty.
Each parly's marimum, aggregate liabillty to lhe other ls llmlted to direct damages ,inally awarded in
an amount nol to exceed lhe amounls Cuslomer was requlred to pay lor lhe applicable Statemenl of
Services, subiecl lo lhe followlng.
c
a Fr€s Professlonal sorvlce6 and Dlstributablo code. For Professlonal Services providdd free
olcharge and code thal Customer is authorlzed lo redistribule to lhird partles wilhoul a separate
paymenl lo Microsoft, Mlclosofl's llablllly is limited lo direcl damages rinally awarded up to
us$5000,
b. Excluslolls. ln no ev€nt will oithsr party bo liablo for any lndlrect, lnoldsntal, special,
punlllvo, or consequentlal damages, or for loss of use, loss ot buslnoss informallon, Ioss
of rovsnus, or lnterruptlon of bu6lnsSs, however caugod or on any thoory of llability.
c. Exc€ptlons. No limllatlon or excludons wlll apply to liability arislng out of Blther party's (1)
confidEnlialily obllgatlons (except forsllllablllty related to Customer Dala, whlch wlllremaln subject
Amendmen8ppv4.o CTM.FW(.CTC-AGR B0
Pago 4 of 6
to lhe limilations and exclusions above): (2) defense obligations; or (3) violalion of lhe other party's
lntellectual property rights.
9. Torm and temtnalloa, ThlB Amendmenlwill remain in €ffecl unlil lerminated,
Elther party may lerminate lhis AmEndmenl at any time without cause by giving lhe othBr party at least 60
cal€ndar days prlor wrllten notlc€. Terminaling this Am€ndm€nt wlll not alfect any exlstlng Statemento ot
Servlces but will termlnate lhe abillty of thB parlles lo enter inlo Eubsequenl Stalemenls of Servlces.
Cuslomsr may t€rmlnate I Slatement of Servic€8 upon 30 days' notice. Eilh€r party la lhe Stalement of
SeNicas may terminate it ll the othel parly ls ln matedal bteach or detault ol any obligatlon that is nol cured
wlthln 30 calondar days' nollco of such breach. MlcIosoft may tsmilnale a Stalement of Services if Custgmer
fails to pay any invoice that ls mor6 lhan 80 days ouGtandlng. Cuslomer agrees to pay all l€es for
Prolessional Services performed and expBrces incurred prlor to tormlnalion and any addltional Bmounts that
may be spoclfled in a Ststemenl ol SeMces. Upon Mlcrosott's teceipl of payment for the Prolesslonal
Sgrvlces, Cqlslomer's lnleresls ln thB Services oellverables will vest.
10. Mlscollansous
Ivotlces. NQllces must be sent lo lhe address on lhe slgnaturo page of lhls Amendment or on an
applicable St€lemenl of Servic€s, All notiaes, aulhdrizallons, gnd r€quesls givqn or madg ln
conneclion wilh lhls Amsndment musl be l0 wrillng and will be kealsd as deiivered on lhe date
shown on lhe return receipt or on lhe couiel or fax conlinnallon of dellvery. Mlcrosoft may provide
lnformation to Customer aboul upcomlng ordering deadlinee, s€rvlces and subscrlptlon lnformation
In eleckonlc form, including by email to conlacls pravided by th€ Cusiomer. Email$ will b6 healod
Es dellvered on the kansmlsslon date.
b. Appllcable law; dlspulo reaolullon. This Amendment togelhor with lhe applicable Statement of
Servlces wlll be governed by the laws set fodh ln the Agreement.
c Sovorab lty. lf any provlslon of thls Amendmenl is held to be unenforceable, th€ balancs of the
Amendment wlll rem9in ln full force and etfect.
d, WalveL Failure to enforce any provisipn gfthl8 Am8ndment wlllnot conslltuts I walver. Any waiver
must be made id wriling and signed by an aulhorlz€d represenlalive of the waiving party.
e.survrval Allprovislons suryive lerminallon or€xphatlon ofthis Amendnient, €xcopt those requlrlng
performance only during lhe term ofa Statement of Servlces.
l. Mlcrosoft as lnddpendont conlraclor. The parlles are independent conlraclors. Cuslomsr and
Mlcrosoft 6ach may dovolop producls lndependenlly wllhoul uslng the olhels Conlldenlial
lnformatlon.
g, Use of conlraclors. Microsofl may uB€ conlractofs to perform Professlonal Servicos but will be
responslblB forth€lr performance subject to the term6 of thls Amondment.
h, lnsurance whlla porfomlng Prclessroral Se/yrcos on Cuslofiot's pramrses. Mlcrosoft will
mai.ltaln lnduslry-appropriate lnsurarce coverage at all times when performing Professional
Servicas on CustomeiE premiseg underthis Am6ndment via commercial lnsuranc€, solf-lnsuran.€,
or 6ny olhor slmilar rlsk linanclno allernallve. Mi$osoft wlll provlde Customer with evldonco of
covgrage on requosl.
i, Amendnents. Any modilicatlon to this Amendment must be executed by bolh parties, except that
Microsotl may change lhs Product Terms and Us€ Rlghts ln accordance wilh lh6 lerms ol th6
Agreement. Any addillonal or conflioling lerms and condillons contained ln Cuslomer'G purchase
order are expressly rejected and will nol apply,
l. No transfar ol owrotsrrrp. Mlcrosoft does not lransler own€rship rlghts in any Producl. The
Products are protected by copyright and olher inlelleclual property rights, laws and intemalional
k€atles.
Amendm6nLApp v4.0 CTM,FW(-CTC.AGR 80
Pa95 5 ol6
k. Prcfesslonat Serylces paymsnt terms, Cuslomer agrsss to pay all f€os ln a Statsment of Servlces
wilhin 30 deys of ths dal€ of l\4lcrosoft's lnvolco unless lhe Stat€ment of S€rvicos provldes otherwise.
Mlcrosolt may assess a tinance chErge of the lesser of 18% pet annum, accrued, calculated and
payable monthly or lho hlghost amount allowed by law on all past due amounts due lo Mlcrosoft.
Microsott wlll have no obligalion to conllnue to provide Professional Servlces lf Cu8tom€r falls lo
msk€ timely paymool.
l. Taxes. lf any amounts ar6 to be paid lo Microsoft, lh6 amounts owod are exclusive of any
tax6s, Custom€r shall pay all valus added, goods aM Servlces, salss, groEs r€c€ipls or oth€r
transaction taxos, fees, charges orsurcharges or other slmllar taxe8, charss or fe€a orany regulalory
co81 rocovery and olher surcharges lhal arB ow6d under thls Ahendment and whlch Mlcrosoft ls
pemitled to collect from Custom6r. Cuslomer shall also be rosponsible for an spplicable stamp
taxes and for all other laxes that lt ls legally obllgated to pay, lncludlng any lsxes lhat arls€ on lhe
dlsklbutlon of provlslon ol Professlonal Servlcss by Customer to lts Atfiliates. Microsoft shall be
rosponslble for paymenl ol all taxes based upon lls nol lncoms, gross recelpts taxes impoE€d in li6u
ol laxes on lncome or prolits, or taxes on Microsotl's prop€rty own€rship.
lfany taxes ar6 roqulred to be withheld on paymenls made lo Microsoft, Customer may deduct 6uch
laxes from lho amqunt ow6d and pay them lo the appropriate laxlng aulhorltyl provided horyever,
lhat Customer shall promplly secure and delivor an oflicial rBcsipt for lhose withholdings and other
documents reaEonably rBqu6st6d by Mlcrosoft to clalm a loiolgn lax crodlt or rBfund. Cu6lomer wlll
ensure lhat any taxes withheld are minlmlz€d to the exl6r{ posslble under applicable law.
Excepl for changes made by lhis Amendmeflt, lhe Enrollment or Agreemenl identilied above romaln6
unchanged and ln full forc€ and eff€cl. lflhere is any conllict b€twesn any provision in this Amehdmenl
and any provlslon ln lhe Enrollmenl or Agreemenl identified above, lhls Amendment shall control.
Thls Amendment must be attached to a slgnature form to be valid.
Microsoft lnternal Use Onl
-Consulting servlces Amendment for EA
Attach.docx
CTM CTM-FWK.CTC-AGR BD
AmendmefltApp v4.0 CTM.FW(.CTC.AGR 8D
Pegs 6 ol6
rr. No thlrd-party bensflclarle6. This Amendment does notcroate and lhlrdparty beneficlary righls.
1
AGREEMENT # ITARC.OO93.I
LICENSED SUPPORT PROVTDER (LSP)
AGREEMENT No. ITARC-00934
For
MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO.8084445
BETWEEN
COUNTY OF RIVERSIDE
And
DELL MARKETING, L.P.
This Agreement is entered between the COUNTY OF RIVERSIDE, a political subdivision of the
State of Califomia, (herein referred to as "COUNTY"), and Dell Marketing, L.p., A Texas Limited
Partnership authorized to conduct business in the State of California (herein referred to as "LSP") of
Microsoft Licensing Solution Provider, effective from November 01.2024 and continues in effect through
October 31, 2027,6ased on LSP's response to RFQ no. ITARC-532 for Microsoft producls and services
under Microsoft EA no. 8084445. The parties agree as follows:
LSP's sale and County's use ofthe Microsoft Software and Online Services performed by
Microsoft shall be subject to the terms and conditions set forth in the Microsoft Enterprise Agreement
(8084445) between the County and Microsoft. LSP shall not be responsible or liable for Microsoft's
performance of its obligations under the Enterprise Agreement.
This Agreement shall be effective from November 01.2024 and continues in effect through October
31,2027, with the option to renew for an additional three-year period expiring on October 31, 2030,
with no obligation by the County ofRiverside to purchase any specified amount ofgoods or services.
In addition, the County may at any time choose to transfer the enrollment from one LSP to another
LSP pursuant to the transfer terms set by Microsoft.
The period ofperformance for the enrollment with the LSP may be for up to a three-year term with
the option to renew the enrollments with contracted LSP through the LSP contract expiration date.
Compensation
The COUNTY shall pay the LSP lbr products aI the cost as stated in Exhibit A, incurred in
accordance with the terms of this Agreement. The COUNTY is not responsible for any fees or costs
incurred above or beyond the contracted amount and shall have no obligation to purchase any
specified amount of services or products.
Non-Appropriations: The couNTY obligation for payment of this Agreement beyond the current
fiscal year end is contingent upon and limited by the availability ofcoUNTY funding from which
payment can be made, and invoices shall be rendered "monthly" in arrears. In the State ofCalifomia,
Government agencies are not allowed to pay excess interest and late charges, per Government Codes,
Revision l/06/2021
3
1
sEP t 0 2024 12t
2. Period of Performance:
AGREEMENT II ITARC-00934
Section 926.10. No legal Iiability on the part ofthe couNTY shall arise for payment beyond June
30 of each calendar year unless funds are made available for such payment. In the event that such
funds are not forlhcoming for any reason, coLfNTY shall immediately notify coNTRACToR in
writing; and this Agreement shall be deemed terminated. have no further force, and effect.
Hold Harmless/Indemnifi cation :
4.1 LSP shall indemnify and hold harmless the counry of Riverside, its Agencies, Districts,
Special Districts and Departments, their respective directors, officers, Board of Supervisors,
elected and appointed officials, employees, agents and representatives (individually and
collectively hereinafter referred to as Indemnitees) from any liability, action, claim or damage
whatsoever, based or asserted upon any services, or acts or omissions, of LSp, its officers,
employees, subcontractor, agents or representatives arising out of or in any way relating to this
Agreement, including but not limited to property damage, bodily injury, or death or any other
element ofany kind or nature. LSP shall defend the Indemnitees at its sole expense including all
costs and fees (including, but not limited, to attomey fees, cost of investigation, defense and
settlements or awards) in any claim or action based upon such acts, omissions or services.
4,2 With respect to any action or claim subject to indemnification herein by LSp. LSp shall, at
their sole cost, have the right to use counsel oftheir own choice and shall have the right to adjust,
settle, or compromise any such action or claim without the prior consent of County; provided,
however, that any such adjustment, settlement or compromise in no manner whatsoever limits
or circumscribes LSP indemnification to Indemnitees as set forth herein.
4.3 LSP obligation hereunder shall be satisfied when LSP has provided to County the appropriate
form of dismissal relieving county from any liability for the action or claim involved.
5 Termination:
5.1 county may terminate this Agreement without cause upon thirty (30) days written notice
served upon the LSP stating the extent and effective date of termination.
5.2 If the LSP is in default. refuses or fails to comply with the terms of this Agreement or fails to
make progress that may endanger performance and does not immediately cure such failure
after 30 days after written notice is given . The County may terminate this agreement for
Cause. In the event ofsuch termination, the County may proceed with the work in any
manner deemed proper by County.
5.3 LSP rights under this Agreement shall terminate (except for fees accrued prior to the date of
termination) upon dishonesty or a willful or material breach of this Agreement by LSP: or in
the event ofLSP unwillingness or inability for any reason whatsoever to perform the terms of
this Agreement.
6. Alteration or Changes to the Agreement
The Board of Supervisors and the County Purchasing Agent and/or his designee is the only
authorized county representatives who may at any time, by written order, alter this Agreement. If
2
Rc!isron l/06/202l
4.
AGREEMENT # ITARC-00934
any such alteration causes an increase or decrease in the cost of, or the time required for the
performance under this Agreement, an equitable adjustment shall be made in the Agreement price
or delivery schedule, or both, and the Agreement shall be modified by written amendment
accordingly.
7. Notices
All correspondence and notices required or contemplated by this Agreement shall be delivered to
the respective parties at the addresses set forth below and are deemed submitted two days after
their deposit in the United States mail, postage prepaid:
COUNTY
Riverside County Information Technology
Attn: Procurement Contract Specialist
3450 I 4th Street
Riverside, CA 92501
LSP
Dell Marketing, L.P.
Attn: Sarina Konnoff
One Dell Way
Round Rock. TX 78682
Sarina.Konnoff @Dell.com
Dell_Legal_Notices@Dell.com
A. Workers' Compensation:
If the LSP has employees as defined by the State of California, the LSP shall maintain statutory
Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of
Califomia. Policy shall include Employers' Liability (Coverage B) including Occupational Disease
with limits not less than $1,000,000 per person per accident. The policy shall be endorsed to waive
subrogation in favor of The County of Riverside. Policy shall name the COUNTY as Additional
Insureds.
B. Commercial General Liability:
Commercial General Liability insurance coverage. including but not limited to. premises liability,
unmodified contractual Iiability. products and completed operalions liability, personal and
advertising injury. and cross liability coverage, covering claims which may arise from or out of
LSP'S performance of its obligations hereunder. Policy shall name the COUNTY as Additional
lnsured. Policy's limit of liability shall not be less than $2.000,000 per occurrence combined single
limit. Ifsuch insurance contains a general aggregate limit, it shallapply separately to this agreement
Revision l/06/2021
8. Insurance
Without limiting or diminishing the LSP'S obligation to indemnify or hold the COUNTY harmless,
LSP shall procure and maintain or cause to be maintained, at its sole cost and expense, the following
insurance coverage's during the term of this Agreement. As respects to the insurance section only,
the COTINTY herein refers to the County of Riverside, its Agencies, Districts, Special Districts,
and Departments. their respective directors, officers, Board of Supervisors, employees, elected or
appointed olIcials, agents, or representatives as Additional Insureds.
3
ACREEMENT # ITARC.OO934
or be no less than two (2) times the occurrence limit. Policy shall name the COIINTY as Additional
Insureds.
C, Insurance Requirements for IT Contractor Services:
LSP shall procure and maintain for the duration ofthe contract insurance against claims for injuries
to person or damages to property which may arise from or in connection with the performance of
the work hereunder by the LSP, its agents, representatives, or employees. LSP shall procure and
maintain for the duration of the contract insurance claims arising out oftheir services and including,
but not limited to loss, damage, theft or other misuse ofdata, infringement of intellectual property,
invasion of privacy and breach of data.
Cyber Liability Insurance, with limits not less than $2,000.000 per occurrence or claim, $2,000,000
aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is
undeftaken by LSP in this agreement and shall include. but not limited to, claims involving
infringement of intellectual property, including but not limited to infringement of copyright,
trademark, trade dress, invasion of privacy violations, information thefl, damage lo or destruction
of electronic information, release of private information, alteration of electronic information,
extortion and network security. The policy shall provide coverage for breach response costs as well
as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to
respond to these obligations.
If the LSP maintains broader coverage and/or higher limits than the minimums shown above, the
County requires and shall be entitled to the broader coverage and/or higher limits maintained by
the LSP. Any available insurance proceeds in excess ofthe specified minimum limits of insurance
and coverage shall be available to the County. Policy shall name the COUNTY as Additional
I nsureds.
D. (leneral Insurance Provisions - All lines:
Revision l/06/2021
I ) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State
of California and have an A M BEST rating of not less than A: VIII (A:8) unless such
requirements are waived. in writing, by the County Risk Manager. If the County's Risk
Manager waives a requirement for a particular insurer such waiver is only valid for that
specific insurer and only for one policy term.
2) The LSP must declare its insurance self-insured retention for each coverage required herein.
lfany such self-insured retention exceeds $500,000 per occurrence each such retention shall
have the prior written consent of the County Risk Manager before the commencement of
operations under this Agreen'lent. Upon notification of self-insured retention unacceptable
to the COUNTY, and at the election of the Country's Risk Manager, LSP'S carriers shall
either; l) reduce or eliminate such self-insured retention as respects this Agreement with
the COUNTY, or 2) procure a bond which guarantees payment of losses and related
investigations, claims administration, and defense costs and expenses.
4
AGREEMENT # ITARC.OO934
5
Rcvision I/06/202 I
3) LSP shall cause LSP'S insurance carrier(s) to furnish the County of Riverside with either
I ) a properly executed original Certificate(s) of Insurance and certified original copies of
Endorsements effecting coverage as required herein, and 2) if requested to do so orally or
in writing by the County Risk Manager, provide original Certified copies of policies
including all Endorsements and all attachments thereto, showing such insurance is in full
force and effect. Further, said Certificate(s) and policies of insurance shall contain the
covenant ofthe insurance carrier(s) that a minimum of thirty (30) days written notice shall
be given to the County of Riverside prior to any material modification, cancellation,
expiration or reduction in coverage of such insurance. If LSP insurance carier(s) policies
does not meet the minimum notice requirement found herein, LSP shall cause LSP's
insurance carrier(s) to fumish a 30 day Notice ofCancellation Endorsement.
4) ln the event of a material modification, cancellation, expiration, or reduction in coverage,
this Agreement shall terminate forthwith, unless the County of Riverside receives, prior to
such effective date, another properly executed original Certificate of lnsurance and original
copies of endorsements or certified original policies, including all endorsements and
attachments thereto evidencing coverage's set forth herein and the insurance required herein
is in full force and effect. LSP shall not commence operations until the COTINTY has been
furnished original Certificate (s) of Insurance and certified original copies ofendorsements
and if requested, certified original policies of insurance including all endorsements and any
and all other attachments as required in this Section. An individual authorized by the
insurance carrier to do so on its behalfshall sign the original endorsements for each policy
and the Certificate of Insurance.
5) It is understood and agreed to by the pafiies hereto that the LSP's insurance shall be
construed as primary insurance, and the COUNTY'S insurance and/or deductibles and/or
self-insured retention's or self-insured programs shall not be construed as contributory.
6) If, during the term of this Agreement or any extension lhereof, there is a material change
in the scope of services; or, there is a material change in the equipment to be used in the
performance ofthe scope ofwork; or, the term ofthis Agreement, including any extensions
thereof, exceeds five (5) years; the COUNTY reserves the right to adjust the types of
insurance and the monetary limits of liability required under this Agreement, if in the
County Risk Management's reasonable judgment, the amount or type of insurance carried
by the LSP has become inadequate.
7) LSP shall pass down the insurance obligalions conlained herein to all tiers ofsubcontractors
working under this Agreement.
8) The insurance requirements contained in this Agreement may be met with a program(s) of
self-insurance acceptable to the COUNTY.
9) LSP agrees to notily COUNTY ofany claim by a third party or any incident or event that
may give rise to a claim arising from the performance of this Agreement
AGREEMENT # ITARC-OO93.I
9. General:
9.1 This Agreement, including any attachments or exhibits, constitutes the entire agreement of
the parties with respect to its subject matter and supersedes all prior and contemporaneous
representations, proposals, discussions and communications, whether oral or in writing. This
Agreement may be changed or modified only by a written amendment signed by authorized
representatives of both parties.
9.2 This Agreement shall be govemed by the laws of the State of califomia. Any legal action
related to the performance or interpretation of this Agreement shall be filed only in the Superior
Court ofthe State of Califomia located in Riverside, California, and the parties waive any provision
of law providing for a change of venue to another location. In the evenl any provision in this
Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions will nevertheless continue in full force without being impaired or invalidated
in any way.
9.3 The following documents are attached to and incorporated into this Agreement:
Exhibit A: Scope and pricing.
Exhibit B: LSP Reporting of Active Enrollments.
Exhibit C: Microsoft LSP Participation Form.
Exhibit D: Microsoft EA Benefits for Government Agencies.
Exhibit El Microsoft Enterprise Agreements and Amendments.
El ) Microsoff Enrerprise Agreement No. 8084445.
E2) Mi$osoft Selecr Plus Agreement No. 77564j9.
E3) Amendments No. l- EA Custom Terms CTM (Documenl No. CTM-CPT_OPT-FWK)E4) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR).
9.4 In the evenl of any conflict or inconsistency between the terms and conditions of this
Agreement and any terms or conditions set forth in any of the attachments, purchase order(s), or
other documenl relating to the transactions contemplated by this Agreement, the terms and
conditions set forth in this Agreement shall prevail.
9.5 This Agreement may be executed in any number of counterparts, each of which will be an
original, but all of which together will constitute one instrument. Each party of this Agreement
agrees to the use ofelectronic signatures, such as digital signatures that meet the requirements ofthe
califomia Unifonn Electronic Transactions Ac1 (C'cuETA') cal. civ. code $$ 1633.1 ro 1633. I 7),
for executing this Agreement. The parties further agree that lhe electronic signatures oflhe parlies
included in this Agreement are intended to authenticate this writing and to have the same force and
effect as manual signatures. Electronic signature means an electronic sound, symbol, or process
attached to or logically associated with an electronic record and ex€cuted or adopted by a person
with the intent to sign the electronic record pursuant to the CUETA as amended from time to time.
The CUETA authorizes use olan electronic signature for transactions and contracts among parties
6
Revisron l/06/2021
in California, including a govemment agency. Digital signature means an electronic identifier,
created by computer, intended by the party using it to have the same force and effect as the use ofa
manual signature, and shall be reasonably relied upon by the parties. For purposes of this section, a
digital signature is a type of"electronic signature" as defined in subdivision (i) ofsection 1633.2 of
the Civil Code.
IN wITNESS wHEREOF, the Parties hereto have caused their duly authorized representatives
to execute this Agreement.
COUNTY OF RMRSIDE, a political
subdivision of the State of California
AGREEMENT # ITARC.OO934
DELL MARKETING, L.P., A Texas Limited
Partnership authorized to conduct business in the
State of California
By l,1q,lh"* ful,l.b-
Name: Katherine Castillo
Title: ParalegatAdvisor
Dated. 07 t1612024
By:
Chu
Cha
ck Washington
ir ofthe Board of Supervisors
Dated:
ATTEST:
Kimberly Rector
Clerk ofthe Board
Bv
APPROVE S TO FORM:
Minh C. Tran
Count Counsel
By
Pau la lc ido
Deputy County Counsel
Dated:a{ zzl z o z
Re!ision l/06/2021
L
7
sEP l0 2024
Y
l lr?al
irz
AGREEMENT # ITARC.OO934
LSP's Scone and res nonsibilities
3
I
2
The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support provider
(LSP) for Microsoft Master Microsoft Enterprise Agreement No. 8084445; Softwaie Licensing,
Software Support, Cloud Services such as Azure, Industry Solutions Delivery (lSD) formerly Microsolt
Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. Microsoft
Select Plus Agreement No. 7156479.
The agreement with LSP as a LSP of the Microsoft Products and Services under Microsoft EA No.
8084445 is available for use by the County ofRiverside and governmental agencies within the State of
Califomia. The LSP will serve as the liaison between the political entity for enrollments under the
Microsoft EA.
The LSP agrees to extend the same pricing, similar terms, and conditions to every political entity,
special district, in the State of California. It is understood that other entities shall make purchases in
their own name, make direct payment, and be liable directly to the LSP oftheir choosingiand County
shall in no way be responsible to any LSP for other entities' purchases.
The LSP may remain the LSP for the Three 3-year duration of the Enrolled Affiliate's Enterprise
Agreement Enrollment. All rrue-Ups during the 3-year enrollment (orders for new products,
"tc.; by
Enrolled A{filiates are required to be submitted only through the Affiliate's selectid LSp. Multipll
LSP's cannot service a single Enterprise Agreement Enrollment. Enrolled Affiliate may ar any time
choose to transfer their current enrollment from one LSP to another LSP pursuant to the iransfer terms
set by Microsoft.
The Enrolled Affiliate shall work wilh the LSP to determine the annual payment, true-up commitment
schedule defined in their enrollment.
Each Alfiliate will communicate to the LSP the compensalion terms applicable to their agreement.
The I.SP will provide reports showing year to date annual spend according to Enrolled Affiliate,s
specifications. Frequency will be determined by each Enrolled Affiliate (ie: monthly, qua(erly, etc.).
The LSP will provide reports of licenses purchased and added on to enrollment according to Enrolled
Affiliate's specifications. (lntended for an enrollment that has licenses for multiple ageniies within a
govemmenlal body - ie county, city, etc.) Frequency will be determined by each Enrolled Affiliate (ie:
monthly, quarterly. etc.).
The LSP will provide, at the Enrolled Affiliate's request, a licensing portal that allows the tracking of
licenses beyond the capabilities of the Microsoft VLSC. This portal will show, but nor be limited to.
all licenses on the current enrollment, quantities of said licenses, track licenses at department/agency
levels, transfer licenses to and from each department/agency, and have reporting funciionalities.
4
5
6
7
8
9
8Rerrsion I /06/2021
Exhibit A
Scope and pricing
AGREEMENT # ITARC.OO934
10. The LSP will provide training to the Enrolled Affiliate's Microsoft administrators on Microsoft portals
such as the VLSC, Office 365, Azure, etc. within 30 days of receiving a purchase order for such
products that introduce a new portal. LSP should outline what aspects oftraining they feel would be
beneficial in their proposal.
ll, The LSP will provide documentation to the Enrolled Affiliate within 90 days of when Microsofl has
made a change to a license and advise of any grandfather or conversion rights within that same
timeframe.
12. The LSP will provide a short synopsis ofwhy an amendment is needed and the ramification ofeach
amendment to an enrollment at the time of such amendment.
13. The LSP will provide an updated price list on an annual basis or when Microsoft changes price point,
whichever is sooner, in an Excel spreadsheet to the Enrolled Affiliate. This price list must capture, at
minimum, the following categories for each producr: SKU, product description, MSRp, NET (Level
D), LSP's uplift and contracted unit price.
14. The LSP shall provide a list of enrollments. The list of enrollments is due 30 days after the contract
signature and on January I 5th of each calendar year during the agreement period. This list will include
the agency name, contact person, email and phone number and annual spend. The intent of this is to
track how many agencies within the State of California piggyback offofthe Master Agreement.
l5' TheLSPwill be charged I .00% of the annual enrollment sales amount to leverage the Riverside County
Master Microsoft Agreement No.8084445, and Select Plus Agreement No.7756479, which payment
includes Software Licensing, Software Support, Cloud Services such as Azure, Industry Solutions
Delivery (lSD), Microsoft Consulting Services (MCS), Microsoft Unified Support and Microsoft
incident response. This administrative fee will be an annual fee, per enrollment inclusive of Affiliates
Shadow Enrollments.
l6' The Servicing LSP shall provide Microsoft Enterprise Support Services from Microsoft to assist
customers leveraging this contracl vehicle in operation ofthe technology acquired and assisl Riverside
Master Participants in maximizing the benefits of this investment.
17. The Servicing LSP shall provide the ability to for the acquisition of Microsoft services as the demand
for individual product services or capabilities expand. The servicing LSP shall provide services to
include Microsofl Unified, Industry Solutions Delivery (lSD), and Microsoft incident response. The
Servicing LSP will have a valid Microsoft Master Services Agreement on file with Microsoft in order
to resell Microsoft Unified Support, and Industry Solutions Delivery (lSD). Additionally, the
contractor shall provide Microsoft dedicated Technical Support representatives and subject matter
experts provided via the Microsoft enterprise agreement to support and assist Riverside County master
participants in analyzing, architecting. implementing, managing, and operating solutions based on the
licenses previously acquired orto be purchased in accordance with the terms ofthe Microsoft enterprise
licensing program.
9
Revrsion I/06/2021
AGREEMENT # ITARC-00934
t8, LSP will be responsible for submitting a completed "Reporting of Active Enrollments" by January
I 5th ofeach year for the prior calendar year.
19. The County of Riverside Information Technology (RCIT) will invoice the Awarded LSP annually
based on the enrollments verified from LSP Reporting of Active Enrollments.
20. Payment is due to Riverside County Information Technology thirty (30) days from invoice date.
21, 'fhe administrative fee shall not be included as an adjustment to LSP's Master Agreement pricing.
22. The administrative fee shall not be invoiced or charged to the Enrolled Affiliate.
23. Administrative fee checks shall be submitted to:
Riverside County lnformation Technology
Attn: Accounts Receivable
3450 l4th Street, 4th Floor
Riverside, CA 92501
Re!'snn l/()6/2021
10
AGREEMENT # ITARC-00934
2. License Support Provider (LSP) Solution Area Specific Capability:
Item Description Price Level
Enterprise Online Services++ (including Full USLs, From SA
USLs, Add-ons and Step Ups) M365 E3 and E5, Enterprise
Mobility + Security E3 and E5, Office 365 Enterprise El or
E3, Windows l0 Enterprise E3 or E5.
Level D
4.00
Enterprise Products (Office 365 Pro Plus, Windows l0
Enterprise, Core CAL Suite, Enterprise CAL Suite).Level D 4.00
Addirional Producrs (M365 F I , M365 E5 Compliance, M365
E5 Security, Office 365 Enterprise F l, Project Online, Visio
Online Plan I or Plan 2, Dynamics 365, Azure, SQL Server,
Windows Server, etc).
Level D
4.00
Server and Tools Product (applies to Server and Cloud
Enrollments only) SharePoint Server, SQL Server. BizTalk
Server, Visual Studio, Core Infrastructure Suiles, etc.
Level D
4.00
All products for Select Plus Agreement No.7756479 4.00
Microsoft Unified Support Services 4.00
Microsoft Consulting Services 4.00
Microsoft lncidenl Response 4.00
Solution Area Specific Capability Number Customer
Size Reference?
Number ofsuccessful customer production mail
deployments/migrations?
100+10,000+Yes
Number of successful customer produclion SharePoint
deployments/m igrations?
100+10,000+Yes
Number of successful customer production Teams
deployments/mi grations?
100+10,000+Yes
Number of successful custoner production Teams
Voice deployments/PBX migrations?
100+10,000+Yes
Number ofpeople with specialized expertise on
technologies listed above
200+
Revrsron I/06/2021
11
Pricing:
1. Microsoft Enternrise License Subscriotion and services
Markup 7o
3, License Support Provider (LSP) service rates:
AGREEMENT # ITARC.OO934
Dsta and Artificial Intelligent Certifi ed Competency (Yes/No)Hourly Rate (On
Premise)
Build IntelliAent Apps Yes $50 - $475
Build Intellisent Asents Yes $50 - $475
Machine Leaming Yes s50 - s47s
Intemet of Things Yes $50 - $475
Clobally distributed data Yes $50 - $475
OSS Databases Yes $50 - $475
Cloud Scale Analytics Yes $50 - $47s
Data Platform Modemization to Azure Yes $50 - $47s
Windows Server on Azure Yes $50 - $475
Securiry & Management Yes $50 - $475
Datacenter Migration Yes $50 - $475
Modem Business lntelligence Yes $50 - $47s
Copilot Yes $50 - $47s
Biz Apps
Customer Service Yes $50 - $475
Field Service Yes $50 - $475
Marketing Yes $50 - $475
Talenl Yes $50 - $475
Finance and Operations Yes $50 - s475
Business Central Yes $50 - $475
Power Apps Yes $50 - $475
Power BI Yes $50 - $475
Apps and Infrastructure
Azure Stack Yes $50 - $475
High Performance Compute Yes $50 - $475
Cloud Native Apps using Serverless Yes $50 - $475
Modernize Apps Yes $s0 - $475
SAP on Azure No NA
Linux on Azure Yes $50 - $47s
Dev Ops Yes $50 - $475
Business Contiouity & Disaster Recovery Yes $50 - s475
Windows Server on Azure Yes $50 - $475
Security & Manasemenl Yes s50 - $475
Datacenler Migration Yes $50 - s47s
Modern Workplace
User Adoption & Change Management Yes $50 - $47s
Security Yes $50 - $475
GDPR & Compliance Yes $50 - $475
Teanrwork Yes $50 - s47s
Calling & Meetings Yes $50 - s47s
Modern Desktop Yes $50 - $475
Office 365 Migration Assistance Yes $50 - $475
Mail Yes $50 - $47s
Teanrs Yes $50 - $47s
SharePoint Yes $50 - $475
OneDrive Yes $50 - s475
Revrsion l/06/2021
12
AGREEMENT # ITA RC.OO934
LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name Compont, nome
Rtvco
Contract lD TBD
Master
Enrollment
Enrollment
Number:
Enrollment
Entity:
Start
Date:
End
Date:
Annual
Sales
Enrollment
Contact:
Enrollment
Contact
Email:
Enrollment
Contact Tel:
County of
Riverside
xx/xx/
xxxx
xx/xx
/xxxx .John DoeIIIII
Rcvrsion l/06/2021
13
Exhibit B
r ----t
AGREEMENT # ITARC.OO934
Exhibit C
MICROSOFT LSP PARTICIPATION FORM
i/IARTtI' PEREZ. ACIO
Erl.iPis. AFFlidrjoni E Jr€au
OARRYL POLK
Chilf Techrolog, Oller FICIT GUSTAVO VAZQUEZ, ACIO
C.r?eit.d Commu.lbsfoas eur€a!TR.ACY TILLUAII
D.Fuiy Di.e1o. Acm,n - fT
AiITHONY CIIOGYOJI
Chi.. lniomllor s€curiry Oficr.
XARAN CHANDRAIi, ACIO
T€ctic ory Sedicei Burc.u
\'Iicrosoft LSP Parlicipation Fotlr
GfQ # ffAA,C-00532 .A.ttachmcDt 2)
Complete lhiB lorm and relum tol
Attention I Linda Fakhor*
E-m ail:@!tD4d@!Jsp_9!q
Paymcnt rhould bc mrda to:
Rlverllde County lntormation Technology
3450 14t'l Str!€t, Fourth Floor
Rivcr3id., CA 92S01
CoL/nty ot Riversicle TIN S: 95-5300330
Conrpany Nanre Dell Marketing, L.P
ponr". Sarina Konnoff 1116. Froposrl Manager
Addrcai One Dell \'r'ay
City:Round Rocl, TX 925-20I8506
Sarina.Konnofr@Dell.com
l\',ay 9.2024
D6te
Proposal fi4anager
Th. County of RivcrEidc i5 thc host of thc Mlcrosolt Ma5tcr Agrcemcnt i{o. 8C64445. All quc}tjon6 rcaarding
lhr productc end licensing 3hould bc dhrctcJ lo Microson
By aigni:]g belor, I am agreeing to pay the participatron fees tor each enrollmEnt th6l 15 aateblishc<l by
levcr6ging the County of Rivcrsida Mostcr Aqrccmcnt in accordance to the cchcdule referlnced on RFQ *
ITARC-!0532 Bnd ony subsequrnl contrscl! and /or 6mcndmcnl3
By siOning belcs, laBo dqree thdt alr anrollmenl8 will be Euboljtted to Mic.oeoft direcl, to rcpo.t onrollmenl
sctivity aod conrply lo the payment schedule p€r RFO # ITARC-,0532 to Riveraiae County lnformaion
Trchnology.
Please reference the remittance informaiion Bbcve for rhere to a6nd the paynrenl FailurE to comply nlay
regul: in the a$lard being rescinaled.
Pnntec Nrrre Tiile
Revision I /06/2021
L4
oe I gffi gm?tAc'r,r1,Jn'c t.n' ccnid.nu.l
Chi.alntbm.toi O6c.r
zip co oe:]99E--:rek phone #:
psl 3: NIA E661
SlgnolurB
Sarina Konnoff
E1
Exhibit D
Microsoft EA Benefits for Government Agencies
Reduced Paperwork
Reduced number of separate documents to review - by consolidating amendments into a single
document. Many ofthe arnendments previously required are now built into the enrollment document.
Customers utilizing the County of Riverside EA Master Agreement may choose either an Enterprise
Enrollment or a Server and Cloud Enrollment (or both) depending on their needs.
Standard Pricing Across all platforms
Microsoft will provide LSP's (authorized EA LSPs on this contract) with Govemment Level-D,
pricing offof published "LSP cost" all platforms. Azure discount is a factor ofthe consumption rate.
This will make it easy when calculating New, Additional product, and True-up purchases at the
beginning or during your Enterprise Agreement Term. It also reduces possible confusion among
partners.
E3 No charge Onboarding Services
Microsoft assisted onboarding is now a benefit of Office 365, Microsoft Intune,Azure AD Prernium
and Azure RMS. Eligible customers will receive guidance from a dedicated group of onboarding
experts known as the Microsoft FastTrack Center (FTC) to onboard to these services. The FTC uses
an onboarding approach known as FastTrack to help you, your IT Team, and or Partner, confidently
onboard new users and capabilities. Programs are subject to change and/or evolve.
E4 No Charge Security Incident Assistance
Microsoft will engage special security teams in the event ofan exploit ifyour organization leverages
Microsoft security technologies as part of your enterprise agreement commitment. These teams will
help you identify and stop the malicious attack and triage the incident. See your Microsoft Sales
Executive for more details.
E5 Raise and lower commitment for hosted services during the Enterprise Agreement Period
You can raise your commitment for hosted services Iike 0365, CRM, Azure during the currenl EA
year and only commit Io the remaining months in that year. Example: your anniversary for your
Year-2 term is in November and your adding 100 Office 365 users in May. You will only be
obligated to pay for the 6 months leading to your anniversary. Additionally, you can now true-down
hosled services at your anniversary to the original commitment level as well.
E6 Additional Softvare Assurance benefits
With New Version Rights. you can upgrade each Microsoft product license that is covered by
active Software Assurance to the most recent version for no additional cost. When a new version
of Microsoft Office is released during the term of your agreement. your licenses are
automaticalll upgraded to the new version.
F,2
Relisron I/06/2021
Office Roaming Use Rights: Help expand end-user productivity and extend the value of your
virtual desktop environment with Office Roaming Use Rights, which lets users with Sofltware
Assurance on Office, Project, or Visio remotely access their software on their virtual desktops
from third-party devices.
15
AGREEI\4ENT # ITARC.OO934
ACREEMENT # ITARC-00934
More information about the Software Assurance by products as listed above can be found at:
https://www. m icrosoft. co m/e n- u s/Lice n s in licensing-programs/software-assu rance-bv-
oroduct AS px?83ffdda4-a 263-4L23-97 52-1122538c0a95=True
Revision l/06/2021
16
Spread Payments: Spread the costs of your License and Software Assurance purchase across
three equal, annual sums versus one up-front payment to help reduce initial costs and aid in
forecasting annual software budget requirements up to three years in advance. When you use the
Spread Payments benefit, no interest or additional fees are incurred. You may also consider
Microsoft Payment Solutions to help finance your technology needs, including software,
services, parlner products, and hardware. Although Microsoft Payment Solutions is not part of
Software Assurance, you can choose it separate from, or in addition to, the Spread Payments
benefit to create a customized payment struclure.
Step-Up Licensing: Volume Licensing customers with Software Assurance can migrate from a
lower edition to a higher edition software product while maintaining their Sofnryare Assurance
coverage on a given product. The Step-up License makes it easier for you to move from a lower
level edition to a higherJevel edition without incurring the full cost of licensing two separate
editions of the software.
AGREEMENT # ITARC.OOg34
Exhibit E
Microsoft Enterprise Agreements and Amendments
E1)
E2)
E3)
E4)
Microsofl Enterprise Agreement No. 8084445.
Microsoff Select Plus Agreement No. 7756479.
Amendments No. I - EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK)
Amendments No. 2- EA Custom Terms (Documenl No. CTM-FWK-CTC-AGR).
Re!iiion l/06/2021
77
E Mic.r'':soft
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This smnalure lofln an(l all co[lracl dDcunrents identified in lhe laLle belov are erltered inlo betr/veerl
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EI lt/iict crso{ L Volr t r rrc-l l-icens rrr g
Amendment to Contract Documents
go g4(:+q 004-kayleed-S-04
Tltis aincndmcnt ("Arrrcnd[],lnl") is enler€d inlo betweel lhe ['arlies i(lentiligd on lhe allacl]ed Drooratll
si0nature[orm. lt amer)ds the Enro llt]en l c{ Agreerne rl identified irbove- All lerns llse(l h rl nol (jclined
in lhis Amen(Ineot vrill lrave lhe sarrle nr€anings plovided in that Enrollmenl or Agreerl]elll
Enterprise Agreement
Custom Terms CTIM
1. Saclion 6a, ''tcrn". is hcreby arnendcd and reslaled as lollows:
a, Tern. Tlre lerm ol this Aoreenlent r,/ill remain ln ellecl unlDss terntinsled by €ilher parly
as descrit)ed l)elu../. Eirclr Er)rbllnelll ,/ill llave the lcrm provi(lpd in lhal Enrollrncnl
2 The priclr)g that lvlic'rosoll r,/ill offcr Erxulled nf iale's Reseller lor Enrolhhenls eFfcl:live
bellveon Novenrber 1. 2019 lhrough Octob€r 31. 2021. and that v/ll aI)ply for lhs enlire initial
lerrn olsudl Ellrolhnenls, is as ,ollows:
Product Price
Level
Exampl€s lnchrdc trrl arc rrot limitc(l to
llre lollowing':
'lhr critrlple! lr!(lud! o,'l,ns scr!i:.!c lhlt ue cvlirsb,e irr eill:cl tll. ccrrl,rr€.cill or Oolr'ffffnt claud c(€rin-cr
''Q,,al,t,no EnrrrD.isr OnIne $a,vi.er ir. l1r,dli"d nr lhe nroir,.-i 'l erns v,llh rlr.4cl rallle cl 'FO' i'r lhe rnDles ror.t'rog.urr, A!! t!jit,ly.. ]||! lorlvr ot€ntglpire Ortir|e Se,!ic€! ir !u\Jj?.jt rc .r,!.4! a) E:rt€,pdse Orli e Serlicel
nre rdiled Lrrdaned/re{ teJ ar 'atD!eL, iorr tlle frllero,ila Drcararn c,lcrirl(
Enterprise Online Services"
(includin0 l'ull USLs. l:roni SA
USLg, Add ons alld Slep Ups)
Ellterprise Pro(lucts Level D
l.evel t)
rninus 2%
Ad(lllional Products Level D
Level D
t1365 E3 and E5, Enterprise Mohility +
Securily E3 a|d E5. Olfrce 365 Er)le,prrse
E 1 or E3, Wlrldorvs 't0 Enterfrrise E3 or E5
ilrriii 6i-Fd ?tuls. frfnrior,is to
Crrterpnse, Core CAL Suite Enterprse
CAL Suile
I\1365 F1, N1365 E5 Compliance, Ml65 Es
Sec(rily, Ollicc 365 Errlcrprisc F1. Projcct
Or)line Visio Ol]Ine PlaD 1or Plar'r 2
OynanliDS 3ti5, .Azure, SOL Server,
Windo,,,,/s Server, elc.
SharePoin! Server, SOL Serv€r, BizTalk
S.jrver, VisUal Strl(lic Corc lnfrnslrucl(trc
Srdles, €lc.
Server and Tools Prodrct
(applEs lo Server and Cloud
Enrollments only)
^,r0:'l'r'crl|1ou
v4 D rit bl.cPT.oFT-F,r{i(BD
E:chrsiorrs aDply lo thq addilionrl 2% discount ol] Entcrnrisc Onli,rc Servi.cs as ,olloy/s:
OE )l^1 l -.1 cti,r -Id J,pll J u r'A uc\4. auFJsruv
Lt olul ll ctw
'plle^ aq ol uro, aJruBuals P 01 paqrelle aq lsnu luaurpuauv strlf
'l(ulllo:) llanlti lr/aurprrarlrv !rql eAo(le l)eultrapr lltaluiral6v Jo ll,3[rllorr3 ar]l llr ltotst^ard /,(rE DuB
luarupuauJV sr.I ur uorsr^o.d (ue uaa.rlaq lcIlu09,(!re sr araqljl l3ajra pue o?./o, llni u! DlJu paDuBllcun
sl|rEttar a^oqe D€Iltuapl t0alUaall)v ro luel!llo,, l a(11 'llJaurpUarrv s[]t ,(q oDu(ll sa6LrEql JoJ ldosx-l
'surJol luiiur{Dd
pue ocld Fnpe s,elerllJv Pallgru3 ar axruusioP llr^ olellrv Pallo.ruf -drlt Pue Jollasou aqI
'slrnpo_rd lp
roJ 0 la^31 sr t z0z 'l raqlua^oN raUE ro Uo e^rl"ela sluaullon,J ot sardde teql |3 ol a?ld or|I
o!Ud patunossrD ro ?3trd leuoIo(ro]d aql Jo re^',ol €r11
ol pall{ui) sr nt*rlll,lv pijlloJlr3 sn)s Fuortourord iuu ol dldd! tou s:Jol, tl./rxrrsrp art-l- .
sluourllorul
Its/\{a!rar lo uual lsrltu! aul J0 $uorstl8lxa ,{oB ol ,(ldde tou saoD lunoSsrp arll- .
'luaur orui aqt,o aleD anll'Jora i,qt ct Jol?e., slqBJlEdD {u0etll -.rapJo,e ot pallclde aq iQrr sarrarcg aurluo asrdratu3 uo lrinocsrp %zleuorlrppE
arll raqlaq^l orrlurrualap ul .rol39l s lo0 6r JirpJo ue ol saldde lgql qluo.u lsrt ogud aqf .
('lll Y&1:l -.1. JO-. l.cJ1l'liJ.l il mlil xeop l B Pu6uiv Y:] /,'lulloo aprs.raArS
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fl' vicrosoft Volunterl-icensittg
Enterprise Agreement State and Local
|lol lor tlse witl) !rcroso,l Rrrstrcss Ag!eetrrenl or lrlifjhsttll Fr,snrc$!t nrl{l Se,v(:1l5 Alrrt Hner'l
This Ulicrosotl Enterprise Agr€emenl ('Agr€jement') is entered into between lhe entities identilied on the
signat(rre lorm I
Effective date. l he effective date of lltis Agieemenl is the earliesl efFecirve dale of any Enrollmenl elltered
nlo un(ler this Agreernenl or lhe date Microsolt accepts ltris Agreenlent, !vhichever is earliet.
This Agreement consists ol (1) these Agreement lerms .iod condrtions. rncluding any a,nendmenls 6nd the
signature form and all atlachmenls idenlilied therern, l2) ll')e Producl Terms applicable to Products licensed
under this Agree,nerrl, (3) the Online Services Terrns, (4) any Alliliale Enrollmenl enlered irlto under this
Agreemert, an(l (5) any oKler s(funritted under this Agrcemenl.
Pleaso note: OocIments relerenced in this igreement Dut not attached to lhe signature form nray be found
at l to./.rr,,/w,.,,/ tnicrosoll.corn/ltceosini/cootracts an(l are incorporaled in lhis Agreement t)y reference,
inclrding lhe Product Tenns and Use Rights. These documenls may contain additlonal terms and
condilions tor P/oducls licensed under lhis Agreemenl and may be changerl kom time to time. Customer
shoul(l review such documenls carefully, lrolh at lhe time ot signing and periodically llrereatler, and fully
u|Klersland alltefms and conditions applicable to Producls licensed
Terms and Conditions
1. Definitions.
"Atfiliate" rneans
a, with regard to Cuslonler,
(l) aoy government agency, departyrenl, olfrce, instrumerrtality, division, unil oI other enlity o,
lhe stale or local governnient that rs srFervised by or is Darl of Cuslorner. or u/hicll
supervises Cuslomer or of which Cuslomer ls a part. or vrhich is under common supervision
with Customer;
lii) any county. borough. comrironwealth, city. munic,ipality, lolvn, township. speclal purpose '
distr'lcl, or other similar typb ol governmental inslrunrentality established by the laws ot
Customer's slate and localed vr'ithin Cuslomer's stale iurisdlction and geographic
boundaries: and
(iii) eny other enlity in Custonrel's stele expressly aulhorized by the laws of Custome,'s slale
to purchese Lrnder slale cootrocts; p.ovlded lhal a stale and ils Af,iliates shall not. for
purt)osos of this definition, b€ consrdered lo be Affiliates ot the lederal governn)enland ils
Alliliales: antl
b. wlh regard to lvlicrosoll, any lergal entrly lhal l'ricrosott owns, thal or,,ns Microsofl. or that is
under comnron ownership uJilh t-'licrosoft.
"Cuslorrler' means the legalenlily that has enlered inlo lhis Agleemenl with Microsoft
"Cuslomer Data" means alldala inclLrdrng Jtlte*t. $ound, soltware, image. or video files that are provicled
to lMicrosoft by, or on behalf ol. an Enrolled Affjliale and its Afriliates throug h use o[ Online Se,vices.
"day" rneans a catendsr day, excepl for references thal specify "business day'.
"Enrolhd Altiliate" means arl e rily. eilher Cuslorner or any one of Customels Afiliates lhal has eltered
lnto an Enrollment under this Agreement
PrsetDfll
ljncr rlcnt XZlLlo2r/J
l:',2o lfiAll,(trSlsl.(ilgrl(ir(r'luv20l0)
"Enrollment" means llle docurnenl that an Enrolled Alliliate subnlils under this Agreement lo place orders
lor Producls
''Enterplise' mearrs an Errrolled Aftiliale and lhe Aliliales for which il is responsible and chooses on ils
Enrollmenl to incl(rde i. its enterprise
''Fixes'means Product lixes, moditications lor enhancements, or lheir derivatives. lhal Microsofl either
releases generally (suclr as Producl servrce backs) or plovides lo Customer to address a specific issue.
"Licens€" rneans lhe dgllt to download, nst'all. access anrl use a Product. For cerlain Products, a License
lnay be available on a liyed ternr or subscription basis ("Subscription License"). Licerrses lor Online
Servic,es will be collsidered Subscriplion Licenses
"lllicrosoft" nrearrs the lvlicrosoft AlFiliale lhat has entered inld tlris Agreemenl or an Enrollnlent and ils
Af Filiates, €s appropriale.
"Online Servicos" n'reans the Microsolt.lroslJd servicres i(lerllilEd as Online Services in the Product Terms.
"Online Services Tenlrs" nreans the a<jdrtiinal lenns that apply to Custonrels t|se of Online Services
publisheci on lhe Volun're Lic€1srng Srte an(l'upclaled frorr tirne lo trnre
"Producl" means all producls ldentrlied in the Prod(El Te0ns. sucl) as all Sollwsre, Online Services ancl
other wet)-besed services, including pre-release or bela versions.
"Ploducl Terms'nreais lhe documenl llral piovides lntonnatlon about Microsolt Producls and Prolessional
Services a'railable lhrough vohrnre liceosing. The Produc.l Terms (locumenl is publishe(l on lhe Volunre
Licensing Sll6 and ls updaled.lrorn linr€ to lime.
"SLA" means Service Level Agreement, v/hiCh specifies the nlinin)um servrce level for Online Services and
is publishDd on the Volume Licensing Sile.
''Software' nleflns lice^sed copies of lvlia'oscift soflware identilied on the ProdLrcl Terms. Sdftware doeE nol
include Onlhre Servires, brt Soflware may be Darl ol an Online Service,
"Sollware Assurance" is an offerinll l)y lvlicrosofl thal provides nerv version righls and olher bene[its lor
Products as fudlrer described ir the Producl'Ternrs.
"l'rade Secrel" means information lhat is nol generally kno!',,n ol readily asceriainable to the public, has
econorhic value as a restllt, and has beer'r subject to reasonabl€ steps under the ciriumslaoces tO rnainlain
its secrecy. I
"use" or ''run" means lo copy. install. use, access, display, run or otherwise interacl.
I
"l.Jse Righls'means the use riglrls or tears of service for each Producl prblished on lhe Volurne Licensing
Sile and updated from lime lo Iime The Use Rights supersede the lerms of any end rlser license agreemenl
that acconrpanies a Product. The Use Righli fo/ Soflware are published by Mlcrosoll in lhe Product l'enns
The Use Rights for Online SeNices are published in ths Online Services Terms,
"VoltlneLicensingSile,Dleans@oraSuccesSo'sile
How the Enterprise program works.
a. Geueral. The Enlerpnsa progrim consists ol the lelns arxt condrlions on whrch an Enrolled
Alfiliale rray acqule Producl Licenses. [.in(ler the Enterprise Drogram, Cuslon]er and ils
Affrliates may o.der Licenses foi ProdLrcls by entering into Er'rroll,nenls
l). Erlrollnrents. The Enterprise program gives Cuslomer and,ror ils Afliliates the al)ility to enter
inlo orle or more Enrollnrents to order Products, Subscription Enrollments nray be €vailable lor
some ol lhese Enrollrrlents. t,lolu/ithstanding any other provision ol this Agreemenl, only
Enrolled Affiliales i(lenlilied in a'n Enrollment wilt be responsible Ior cornplying \xilh the terns
of lhal Er.olhnenl, inciuding thb leflns of tlris Agreement incorporated by reference in that
Enrollnrent.
FA2nlCFr,n(l rtilSl (:(FN(;)(Nov2l)16!Fige 2 0l ll
L-1oArno l X20.10?i9
2
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c Licenses. The types of Licenses available are (11 Licenses oblalned u der Softeare
Assuraoce (l-&SA). afld (2) Subioiption Lrcenses. These Liccnse types, as well as addilional
License Types, are frrrther desciibed in lhe Producl Lisl.
EA20 I 640,(US)SLG(EflGllNo,r20 I 6l Pagc 3 of ll
I'o(rnc l X2U.11J)01)
3, Licenses for Products.
a. License Grant. [,'licrosofl graots ll]e Enlerprise a non-exchrsive, vro(ldwide and limited righl
lo do,.'/nload, install and use sollware Products, and lo access and use the Online Services,
each in tlle quantily ordered !nder an Enrollment. The righls granled are subject lo lhe lerms
of lhis Agreenrenl, lhe Use Rigllts an{l tlre Prod(rcl Terms. Microsotl reserves all rights oot
expressly granlecl in lhis Aqreerhent
ll. Duratlo of Licensos. Subscription Licenses and ,nost Softwa]e Assulance rights are
lemporary and expile lvhen thi applicable Enrollnlent is terminatecl or expires. unless tlre
Enrolled AfFiliat€ exercises a buy-oul option, which is available for sor'Ire Subscriplion Licenses.
Except as olheMise noled irr the applicable Errrollnre,rl or Use Riglrts, all other l.icenseli
become Derpelual only ,r'Jhen all payrlrents lor that License have been nrade and th€ initial
Enrollmenl l€rln has expired.
c. Alrplicable LJse Rlghls.
(i) Products (other than Orlirie Servlces). l he Use Rights in eflecl on lhe etfective date ol
lhe applicable Enrollment lerm rvill apply 1o Enlerprise's use ol the version ol each Producl
thal is currenl al the tjme. For lulure versions and new Producls, the Ur€ Rights in effect
when lhose vErsions and Products are first released willapply. Chenges Microsoft makes
to lhe Use Rights for a partiiular version will nol apply unless the En[olled Afliliate cltooses
lo have those changes apply. The Us€ Rights aFplicahle lo perpettEl Licenses lhal were
acquired under a previous agreernent or Enrollrnenl are delermiled by lhe Agreernenl or
Enrollment under which they were acquired. Renewal oF Soflware Assurance does nol
clrange wlrich Use Rights apply lo those Licer$es.
(ll) Online $crvices. For Online Servces. lhe Use Rights in elfect on ths subscription slart
date willal)ply for the sLrbscription term as deFined in the Produci Ternls.
(1. Downgrade rights. E ro lled Afiiliale rnay us e a earlier' version ol a P,oducl olher lhan Onl ne
Services than lhe version that is current on the efleclive date of lhe Enrollment. For Licenses
acquire(l in lhe cLrrrent Enrollmeht terrn, tlre Use Rights for the currenl version apply lo lhe use
of tlre earlier ve.sion lf lhe eailier Pro(lucl versioo includes fealures that are not in lhe new
version, lhen the Use Rights applicahle to the earlier version apply wilh .espect to those
leature s.
e, Nev,/ Verslotr Rlghts under Sortwirre Assurancc, Enrolled ntfiliale mtlsl order and mainiain
continuous Software Assurance bovgrage for each Llcense ordered With Software Assurance
coverage, Enterprise automaticjlly has tlre righl to use a nelv version of a licensed Product as
soon as it is released, Even if Enrolled Afli ale chooses lrol lo rrse the new version immedialely
I(i) Except as olherwise perrniltbd under an Enrollmenl, use of lhe new version will be subject
to the ne!! velsion's Use Rights
(ii) ll the Lice|]s€ for llre earlier version ol the Product ilr perp€tual at lhe lime lhe new version
is released, the Licanse for the new version v,,ili also be perpeiual. Perpelual Licenses
oblained through SoflfJare Assurance replace any perpetual l-icenses fo( lhe eadier
verslon.
I[. l-iconse conlirmation. Thr5 Agreement. the applicable Enrollment. Enrolled Affilale's order
confirrrralio[, and any documenlalior) evldencing lransiers ol perpelr.ral Licenses. togelher vJrlh
proof ol pay[lent, !,,/ill l)e Enrolle(l nffiliale's evidence of all Licenses oblained Lrnder an
Enrollnrent.
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g. Reorganizatlons, consolidatlons and prlvatizalions. lf the number o, Licenses covered Dy
an Enrollmenl changes by ntore lhan len percenl as a result ol (11 a reorg"nization,
consolidatioll or privalizatiori oi ar) errlity or an operaling divislon, (2) e privalhation ot an
Alflliale or an operating division ol Enrolled Afliliale or any of its Aftiliate s, or (3) a consolidation
irrcluding a rnerger urilh a thhd parly thal has an exisling agreemenl or Enroltmenl. n/icrosoft
will )vork with Enrolled Aftrliale in good laitlr to detelnirre how lo accomrnodale its changed
circumstances in the contexl of ihis Agreentent.
I
Making copies of Prod.tcts and re-imaging rights.
a. Gcneral. Errrolled Alliliate rnay' nuke as rnany copies of Producls, as il needs lo distrib(te
them withir) the Enterprise. Copies must be lrue an(l complele (including copyrioh( ancl
trademart noltces) frotn nraster copies oblained kom a Microsoft approved lullillotent source.
Enrolled Afliliale may use a third parly to make lhese copies, but Enrolled Afl iale agrees il v/ltt
be responsible forany third party's aclions. Ertrolled Afllliale agrees lo Tnake reasor)able eflorts
to nolily ils ernployees, agenti. and any olher andividuals vJho use Ure Pro(lucts that the
Pro([rcls are licensed fronr Micrbsofl and subieclto the terms of lhis ngreenEnt.
b. Copies tor lrainirg/evaluation and back-llp. For all lrroducts olher thao Online Services.
Enrolled nlfiliate rnayi (1) use p lo 20 co,nplimenlary copios of any licensed Producl in a
dedic€ted lrsirling facility on its Dremises for pu rposes of training on tltat 0arlicular Producl, (2 )
use up to 10 complinlentary copies of any Producls lor a 60-day evaluation period, an(l (3) use
aQe conplimenlary copy (rf any licensed Producl For bacl(-up or archival purposes for each of
ils dislinct 0eographlc locations. Trials for Online Servicesmay be evailable if specilied in the
Use Rights.
Right to re-image, ln cerlain cases, re-irnagir)g is pennilled using the Producl media. ll lhe
Microsoft Producl is licBnsed (1) fronl an originalequipment manufacturer (OEVI), (2) as a fu
packaged Producl tlrrouglr a relail so(irce. or (3) unrler another [4icrosofl Drogram. tt]en media
provided urrdet this Agreerlenl'rnay generally be used to creale irnages lor use in place of
co[ies provided lhrough lhat separate so(rce. This right is cooditional rrpon the follovrir']g:
li) Separate Licensas n)usl be acquired lront lhe separale source lor each Producl I ha t 13 re-
imaged.
(ii) The Prodrct, lanotlage, ,,/ersign. and compgnenls of the copies rnade rnusl be identical to
llre Pro(luct. language, version, and all cotrrponenls gf the copies they rep,ace and the
l1urnber ol copies or inslances of llr€ re-[naged Product pernlitled ren]ains the same.
(iii) Exc€pt lor copies ol .in operraiirrg systern and copies of ProdLrcts licensed under another
Microsofl program, the Producl typB (e 0.. Upgrade or Full License) re-inraged 0tust be
identical to the Prod'rct lype licensed frorr the separale source.
(iv| Enrollcd Affiliale musl adhere lo any Pr oducl.specrfic processes or reqUiremenls for re-
nnaging i(lenliliecl in lhe Producl Terms.
Re-imaged Pto(lucts r€main subject lo the l€rms arrd use righls o, the Licer)s€ acqoire(l fron'r
the separale source This sulldection does not cr€ale or exlend any Mictosoll warranty or
supporl obligatiof
Transferring and reassign.ing Licenses.
a. Licqr)so traosfers. License lrahsfers are nol permilted, except lllat Cuslomer or an Enroiled
Affiliate may lransfer only fully-pl.ricl perpetual l.lcenses to:
(i) an Afliliale, or
(ii) a lhird party solely in conrre.:tio^ willr lhe lransfer ol hard\yare o[ en]ployees to whorn ltte
Licenses have been assignrid as parl of (A) a privalizaliol1 of an Alfiliate or agency or ol an
E 20 l€J\t,r(USISLG(El.lct(No,/20 I 0)Faq!.{oltl
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case, the Enrolled A[filiate will have perpelual righls lor flll Licenses il has ordered; or
P8!e 5 nf 1l
I)o!:'trncr{ X20.10:0!)
6 Term and termlnatlon.
a. Ternr. The lefln of lhis Agreenrdnt willbe 36 tull calendar nronths [ron] the efFective dale uDless
terminated by either parly 3s discribed below. Each Enrollment will llave the term provided in
lhat Enrollnrent
b. Ternrlnatlo wilhout canse, Either pa(ynray tsminatethis Agreen]ent. lvilhout cause, upon
60 clays'written rrotice. ln the ei/enl of lefirination, new Enrollmenls vrill not he accepled. but
any exislhg EDrollrnent ryill continUe tor the lelm of such Enrollment artd will conlinue to be
governed by llris Agreemenl.
c. Mkl-tcfln termlnallon for non-ippropdation of Frlrtds. Enrolled Af,rliate nlay terminale thig
Agreemenl or an Enrollrnent r,/ithout liabillly, Fenalty oI lurther obligalion t0 make paynlenls af
l(lnds lo make paymenls under the Agreement or Errrollment are nol aPProprialed or allocaled
by lhe Enrolled nffiliate for such purpose.
(1. Termination for cause. Wilhout limiling any olher rernedies it ntay have, eilher party may
telllrinate an Errrollmenl il tlr€l olher party nlaterially breaclles its gbligatians under this
Agreement, iflc[rding any obligation lo submitorders or pay involces. Exceptwhere lhe breach
is by ils natLrre nol curable wilhin 30 days, the terminating parly must give the olher party 30
days'nollcc of its intenl lo termlhate and an opporl\lnily to cure the breacll.
lf [rlicrosoft grves sucl] rotice lo ao Enrolled Affiliate. Microsoft also Wll give Cuslomer a copy
of lhal nolice and Cuslomer adrees to help resolve lhe breach. lf lhe b,each aFfecls olher
Enrollnrents aild cennot l)e rosolve(l betv/een Mitrosoft and Enrolled Alfrliale, logelher with
Customer's help, u/ilhin a reasonable period oI lime. Microso(t lnay ternlinale this Agreement
and all Enrollnrents under it. lf an Enrolled /iffiliale ceos€s lo be Cuslomer's Alfiliate, il nlust
pronrplly nolify Nlicrosolt, and Microsolt nray terminale the former Affiliate's Enrollmenl If arl
Enrolled Affiliale lelninales ils Enrollrnent as a resLrlt of a Dreach by Microsolt, or if Microsoft
lernrinales an Er).ollmeol because Enrolled Alfiliale ceases to be Cuslomer's Afliliale, then
Enrolled AFfiliate will have the eerly lernlinalion rights desclibed in the Enrollnrenl.
e. Early teflninatiofl. ll (1)an Enrolled Afliliale leflrrinales its Enrollntent as a r€sUll ofa breach
by Microsofl, or (2) il lvlicrosoll lerminates a^ Enrollmerll because the Enrolled Affiliale has
c€arred to be arn Aflillate ol Cuslorner, or (3) Enrolled Affiliate lerminates an Enrollmenl loI no!'l-
appropriation ol funds, or (,1) Microsoll ternrinates an Enrollllenl lor non-payment due lo non-
apl)ropriation ol hrlds. then lhe Enrolled AFfiliale v.,rll llave lhe lollowirrg oplions:
(l) lt may inrnlediately pay the iotal renraining amot'nl dtre. incl(ding atlir\!ilalhrenls, irl wllich
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operaling division ol Enroiled Alhliale or an Affiliale. (lr) a reolganization, or (C) a
consolidation. I
Uporr suclr transfer, Cltstorner br Enrolled Af,iliale mast uninstall and discontinrte risir]g lhe
lrcensed Prodlrct and render ani copres unusable
b. Notlrication of License Trar tslcr. Errrolled Affiliate rnrrsl nolify Microso,l ola Lrcense transfer
by cornpleling a license' iransfer fornt. which can be oblained fronr
l'rtto:.//w\M/,/ oricr o soll corlr/l:censino/cor rlracls and sendil'lg lhe coDlpleled lornl to Microsoll
betore the Llc6nse transter. NoLicense lransfer will bevalidurrless Errroll€d Affiliale provides
to llre lransferee, ancl lhe lransferee accepts in rvriling, documeots sufricient to enaltle lhe
lransferee to ascertaill t]re sr:ope, purpose and limilations of th€ rights granled by irlicrosofl
under lhe licenses bein$ lransferred (rncludingthe applicable Use Righls, use and tral]sfel
reslriclions, u/arralties and l nitations ol liabilily). Arry License trarrsier nol nrade in conpliance
rrilh this seclion will be void. I
c, lnlernal AssigrUrrent of l-ic€nses arld Software Assurance, Licenses and Sollware
Asstirance must be assigned lo a single user oI device within the Enterprlse. Licenses and
Soll,rare Assurance may be reassigned wilhin the Enlerprise a$ described irr the Use Rights
( li) ll lrray pay only sll]ounts due as ol lhe lefffiination dale, in which case the Enrolled Atfiliate
u/ill have perpetr ral l-icenses for:
1) all copies of Products {inclu(ling the latest version ol ProdLrcls ordered under SA
coverage in lhe culrenl ter'tn) lor rlhich payrnent has been made in Fuil, and
2) the numher ol copies of Prodrrcls it has ordered (inchrdmg lhe lalesl version ot
Producls ordered under Software Assurance coverage in currenl l€rm) lhal is
proportronal lo lhe totalbf installmenl paynrents paid versus total amounls due (paid
and payable) if lhe early lermination hacl not occUred.
(iii) ln lhe case of early lenrination un(ler srrlrscriplion Enrollmenls, Enrolled Afliliate rr'rlll have
the following .{tions: r
1) For ellgible Pro(lucls. Erirolled Af filiate may obtairr perpelua I Licenses a s describe(l in
the seclion of lhe Enrolhenl lilled "Buy,out option.'provided lhat firlicrosoft receives
lhe lluy-oul order for lhbse LicensEs wrthin 6b rJays after Enrolled Affiliatc provides
lrotice ol le.n']inalion
2) ln lhe event of a breacl) tly Microsotl, il CLrstomer clrooses not to €xercise a buy,out. oplion, Microsoft will issue Enrolled Alfilaite a credit for any amount paid in advance
for Subscription Licenses thal lhe Enterprise will not be abte to Use to do ihe
lernlinaton of lhe Enrollhenl.
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lrlothing in lhis section slrall aflecl perpetual Lice[se rights accluired eilher ir] a separale
agreernenl or in a prlor lerrr of the lefrnirrated Enrollrnent
Elfect of tcrminallon or explrailon. V1./herr an Enrollmenl eyplres or is lenninated.
(i) Enrolled AFfiiale must orderrLicenses for all copies of Pro(lucls it has run for which il has
nol previously slrbnrilted an brder. Any and allunpaid paymenls lor any order o[ any kird
rernain due and payable, Excepl as provided ir the sUtrsection titled "Early termination," all
unpaid paymenls lor Licenses immediately become due and payable.
(ii) Enrolled Affrlisle's right lo Soft are Assurance benefils under lhis Agreement encls if il
does rDl redew SoFlware Assuranse.
g. Modlflcatlon or l€rminatlon of an Onllne Servlce for ragulnlory reason6. fulicrosoft lay
modily or lernrirrate an Online, Service r.rlrere ll]ere is any current or IutL[e 0oveftinrent
requireoient or obligation thal. Il1) subjects ilicrosoFt to any regulation or,equirentent not
generally applicable to businesses operating in lhe jurisdiction: (2) presents a hardslrip for
lvlicrosoll to cohtinrE operating the Online Service wi rout nrodification, and/or (3) causes
Microsofl to believe these le.ms or the Oflline Service may conflict wittl any such requirement
or obligatlon.
lr. Prograrn updates. Microsolt rnay nrake clraoges lo this lrogram thal will make il necessary
for Cuslonrer and its Enrolled Atliliales to er]ler into r'revv agreen]ents and En.ollmenls at the
t[ne o[ an Eorollment rerlewal
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lJse, ownershio, riahts. aid restrictions.,I
a. Pro(lucls. Unlgss otlrerwrse specllied in a su,lplenlental agreemeot, use of any Ptodr/ct is
Ooverned by the Use Rights stjeci,ic to each Pro(lucl ard versior) and bv lhe lerrns ol the
applicable supplenrertal agr€enienl.
b. Fixes. Each Fix is licer]sed under the same telnrs as the Product lo wlliclr it applies lf a Fix is
rot Drovided for a sl)ecific ProdLicl, any use riglrts tulicrosoll provides with the Fix \r/ill apply
c. Non-fUicrosoft sortirar€ and lechnology. Enrolled Atfiliale is !olt..ly responsible for any non.
MicrosoFI sollware or technology lhat at inslalls or uses urith the Prodlcls or Fixes.
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d. Restriclions- Enrolled nffilate mtlsl ot (arrd is rrci licerEed to) (1) leverse engineer,
deconrpile, or disassemDle any'frroducl or Fix: i2) inslall or use non-Microsotl sofl\rare or
technology in any way that lvould subject fulicrosofts intellectual property or technology lo any
. olher license lerms, or (3) work aro[nd any techllical lirnilalions in a Product or Fix or
reslrictions in Producl documenlalion. Custorner must nol (and is not licensed tol () separate
and run paris ol a Producl or Fix on rnore than one device, Irpgrade or clorvngrade parts of a
Product or Fix at di{ferent limes. or lransFer Darls of a Product or Fix separately: or (ii) dislribute,
sublicense, rer)|, lease, len(l ani Producls or Fixes in whole or ir'r Pad, or trse thern to oller
hosling services lo a tLkd Parly.;
e. Reservation of righls. Producis and Fixes are protected by copyrighl and other intellectUal
property righls laws and rnlerriational treaties. tulicrosoft reserves all rights not expressly
granted in l,his agreemenl. No riohts,,vill be granted or rrnplied by v,/aiver or estoppel. Righls
l,o access or use Software on a bevice do not give Cuslomer aoy righl to implemenl llicrosofl
Dclents r)r other ilicr()sofl i^lelleclual prope[y in lhe device ilself or in any oll]er sollware or
devices
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8. Confidentiality.
"Cor)fide0lial lnlorilalion'is non-public in(ormation thal is designated 'confidenlial" cI that a reasonable
person should understand is con,i(lential, includi g Custorier Dala. Confrdential lnfolnation does nol
include infornration that (a) beconres publicly a'lailable r?ithoul a breach ol lhis agreeinenl. (b) lhe
receiving party received laMully lrorn anolher source without a conlldentiality obllgation. (c) is
independenlly develope(1, or (d) is a coinnrenl or suggeslion volunteer€d sboul lhe other party's
business producls or setvices.
i
Each psrly v,tll lake reasonable sleps lo prolect lhe other's Confidential lnforrnation arrd v,rill use lhe olher
Darty's Confidential lnformation only for purf)o$es olthe parties' business relalionship Neither party will
disclose that Confidenliellnlonnation to thir.l parties excepl lo ils employees. Afl'iliates. cot)lraclo/s,
advisors and co|rsultanls ('ReprBsenletives") and lhen only orr a need-to-knew basis und€f nondisclosure
obligations at leasl aE prolective as this agreemetll. Each parly rernains responsillle for lhe use ol lhe
Conlidenlial lnlonnation by its Represenlatives and, in the e,/ent ol dhcovery olany rrraulhorized use or
clisclosure, must promptly notity lhe olher pany.
A party nrey disclose the other's Conlidenlial lrtlor.rlation il requiled l)y law: but orlly aller il nolilies lhe
othsr parly (if lBgally p€nnissible) lo enable the other party to seel( a p.oleclive order.
Nelther psrty is re(l\rired to reslrict worl( assibnments of its Replesenlatives who have had access lo
Confidential lnforrnation Each party agrees lhat the use of lntormation retairled in Represenlatives'
Unaided menlories in the devslopment or deirloyrnent of lhe parties' respeclive producls or services does
not create liabilily under lhis Agreenrer)l or trade secret law, and each parly agrees to limit whal it
(liscloses lo the other accordirlgly.
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These obliqations apply (i) for Cuslomer Data un(rl rl rs (leleted frorn lhe Online Seryices, 3nd (li) lor all
olher Confidenlhl lrrfoflna|on. tor a period ot lrve years alter a parly receive! the Conlidential ln[orn]ation.
Privacy and compliance viith laws.
a. Enrolled Alliliate cor$ents lo the processing of personal inlonnation by Microsoft and ils agellls
to facllilale lhe srrbject matler bf this Agreernenl, Enrolled Alliliate rvill oblain all required
consenls lrom lhird parties und6r applicallle privacy and deta prolection lavJ before providing
personal rnform3lrcn lo lricrosofl
lr. Personal irrformnlion collected under this agreernent (i) Inay be lrans,erred, slored ar'rd
processed in the United Slates or any olher country in which Microsolt or its service providers
mailltain lacililies and (ii) rr/ill be subjecl lo lhe privacy terms specifie(l in the Use Righls
tvlicrosoft will abide l)y lhe requirements of European Economic A[ea and Swiss dala proteclion
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law regarcJr g the colleclion, Us€, transier, relentaon, and other processirlg oF personal dalalrffr lhe Eu,opean E(:o omic Aiea and Swilze,la,!d.
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U,S.export, Productsand Fixes are sublecl toU.S. exporl jurlsdiction- Enrotled Afflliale musl
comPly witlr all apl)licable In,lernational an{l tlational la\,,/s, i,tcludir'}g lhe Ll.S Eypon
ndlrinistratiorr Reg0lations a nd' lnte rnational Traflic in n rms Re(ulations. and end-USer, en(l
use and deslination restricllons issued by U S. and other governments retaled lo [4icrosoll
producls, services arld teclrnologieB.
10. Warranties,
a, Li0rite(l warranties and rernedies,
(i) Sortware, Microsoll warraAls lhal each versioo ol lhe Solh,rare v,/ill perloan substantially
as described in the applicablc Froducl documentation for one year front lhe dale the
Enle()rise is firsl licensed rfor lhal versior] ll il does nol and the Enterprise notilies
lMacrosolt within lhe v,'arranty lernt, lhen Microsoll w[. al its oplion (1) return lhe price
l:nrolled A,tiliale Daid for the Software license. or (2) repair or replace the Software
(ii) Onlioe Seryicos, Ivlicrosoli warra[ts that each Online Service will perlonn in accorclance
wlth lhe applicable SLA (lrrring the E lerprise's use. The Enlerprise's rerltedies For breach
of lhis warranly are in the SLA.
The renledies above ar€ the Enterprise's sole rernedies ror bfeach of llrc v/arranties itr lhis
seclion Customer waives any br each ol v,/arranty clainrs nol rnade during lhe warranly period.
b. Exclusions, The !,/arranties in lhis agreemenl do nat apDly to probletns caused by accident,
atluse, or use in a manner ir,cor)srstenl with thrs Agreernent, inclu(ling failure to meel ntioinrum
system re(luireme,rts. These'wanantes do not apply lo tree, lrial, pre-releare. or beta
produtts. or to conrponenls ol Products that Enrolled Affiliale is permitted to redistrib{ e.
c. Disclaimer, Except ,or lhe'lirnite(l warranties above, Microsoft provldes no other
warratrties or condlllolls atid disclairns a y other express, amplie(l, or statutory
y/arranties, including lvarranlles ot qUality, title. non-infringement, merchontabillty, alld
litness ,or a panic(llar purpose.
11. Defense of thircl parly claims.
The parties willdL'lend each other against the thild-party clain]s (lescribed in lhis seclion ard will pay the
amounl ol any resulting adverse flnal iudgfiienl or apFroved set emenl, b(lt only iF the clefending paity is
l)romplly nolllied in v/riting ol the claim and has the right to conlrol the defense afld any settlemenl of it. Thepa(y being deFended must provide lhe delending parly ]vith all requesled assislance. inloflnaliort, and
aulhority. The defending party will reiinl)urse the olher parly for reasonable oul-ol"pockel e)(0enses it incurs
in providing assislance. This section describes the parlies'sole remedies and erltir€ liability for such claims
8. ByMicrosofl- Mrcrosolt willdefend Enrolled Alliliale againsl any third-parly clarnl totheextenl
il alleges tlral a Producl or Fix rnade available by lvlicrosol( for a lee and used withhr the scope
oF the license granled (unmodifib(l Frorn the iornr provided by Microsoft and not contbined with
anylhillg else) nlisappropriales a trade secret or directly infringes a patenl, copyrighl,
lrad€mark or other proprielary right ol a third party. lF lvlicrosoft is unable lo resolve a claim of
iniingenterll Lrnder contnrercjally reasonable ternls, it may, al ils option. pilher (ll rnodify ol
replace lhe Producl or Fix with a lunclional eqrivalenll or 12) ternlinate Enrotled Aflitiate's
license and refLrnd any prepaid lic,-.nse lees {less depreciation on a five-year, straight-line
basis) lor perpetual llcenses and any amoullt paid for Online Services for any usaoe period
afler tlre leflninalion dale hilicrosotl !vill not be liable lor any c lair)ls or damages d(,e to Enrolled
Afltliate's continued use ol a Producl or Frx aller being notified to stop due to a third,party claint.
b. By Enrolled Afiiliate. -l'o lhe exlent Dermilted by apl)licable law, Enrolled AFfiliate ',!illdefendMicrosoll against any third-pat1y claim to the extent it a eges that: (t) any Custolrter Dala or
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noo-Microsolt soltware hosted in an Online Service by Mlcmsolt on Enlolled A(filiale's behalf
misappropriates a lrade secrel or dteclly inhinges a patent. copyright. lradernarl(, or other
proprietary r'ight of a lhird parly, or (2) Enroll€d Affiliate's llse of any Prod(icl or Fix, alone or i
combinrlion \./ilh anylhing else. violates Ihe lar',/ or damages a lhird parly
12. Limitation of liability.
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FoI each P.Dcluct, eaclr pa,ly s r]raximLr,rr, aggregate liahrlrty (o tlre otlrer Under llris Agreerllenl is llnited
to direcl danlages tinaliy awarded in an arnounl not lo excoed lhe anlounts Enrolled Afliliale was lequired
tD l)ay for lhe applicable Products dnring lherterrrr t)t lhis Agreemenl, subjecl lo lhe followir]g:
a. O line Sorvices. For Online Services, Mrcloso/t's maxlnLrm liahility to Enrolled Afliliale for
any inr:iderrl. giving rise to a clairh will not exceed lhe amount Enrolled Alfiliate paid lor the
Onlilre Servlce during the | 2 mollhs before the incider(.
b. Free Products and Dlstributalile Code. For Prodlrcts provlcled free of charoe and code
thal Enrolled Alfiliate is aulhorize(J lo redislribtlte lo third parties without separale payment to
Microsoft, Micrcsoft's liability is limited lo direct danrages firrally awarded up to US55,000.
c. Excluslolls, ln no evenlwill eilher parly lre lisble lor rndirect, incidenlal, special. punitive, or
coflsequential damages. or for loss ol use, loss oI business infolmatioll, loss of revenue, or
internrplion ot business, howevdr caused or sn any theory of liabilitY.
(1. Exceptions. No lirnilation or exblusions ,rill apply to liability arising out ofeither party's (l)
confidentiality obligations (except for all liability rebled lo Cuslofi]er Data, uhich will remaitr
subieci to the lirnitations and exclusions above). (2) delense obligationsi or (3) violatiorr of lhe
olher party's intelleclual property rights.
13. Verifyingcompliance.
a. Right to vorify compllance. Enrolled Allrliale rnust keep records relating lo all use and
distributbrr of Producls hy Enrcilled Aflilialc arrd its Affiliales. (4icrosolt has the right, at ils
expense, to the exlent penrilted by applicable lav/, lo verily conlpliance v,,ith the Frodt,cl's
license ternrs. Errrolbd nfftliale 'nusl prornplly provide lhe independenl attditor with any
inforn]allon the auditor reasonably requests in Frrrlherance ol lh€ ve licatiou. inc udinq access
to syslems running lhe Prodrrcts and evidence ot Licenses for Producls Enrolled Alliliale hosls.
sLrhiice,rses. or tlist,ibrrtes to thlrd p3rlies. Enrolled Afliliale agrees to conlplele Microsofl s
selt-ardit process, which lvlicrosoft nlay re(luire as an altelrlalive to a lhird party audil.
t). Retnedles for non.conrpliance. ll verilication or self-aLrdil revBals any unlicensed lrse o,
distribution. therr wilhirr 30 days', {1) Enrolled Atliliale must or<ler suflicienl Licenses to cover
lhal Use or clistrihulion, and (2) if unlicensed (rse or distribulion is s'li or rnore. Enrollerl Affiliale
tnusl reinrburse Microsolt lor tlre cost Microsoft lras incurred in verification and acquire the
necessary ad(litionat licenses ail tZS'tn ot the price base(l on the lhen.currenl p ce lisl and
Enrolled Atfiliate price lcvel. Th6 unlcensed ose percer)tage is based on the lolal nurnber of
licenses pUrchased conrpared ld actual install base. ll there is no unlicensed use. Microsolt v,/ill
nol subiect Enrolled Afllliale lolanother verification for at leasl one year. By exercising the
lights and proce(lures descrit]ed above. lvlicrosoft does not wirive ils rlghls to enlorce this
Agree,nerrl or to pmlect its inlellecltlal properly by any olher nreans permitted by law.
c. Verilication process. tulicrosofl will notity Enrolled Alllliate al least 30 days in ad,,/ance of ils
inlent to verily Enrolled Alfiliate's conrpliance !,rith the licelrse lerl1s for lhc Prcducts Enrolled
Alfiliate and ils Alliliales use or distribute Microsoft willengage an independent a(dilor, which
v,/ill bc subject to a confide0tialily obligation. Any inlormatioo collected in the self-audilwrll be
used sotety fot purposes ol (letermining conrpliancc. Tlris verilicatioo will lake Dlace during
norntal business hours and in a n]anner llEl does not lnlerrere trnreasonably with El)rolled
Afliliate's operotions.
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14. Miscellaneous.
a. Us€ of corrtractors. Mictosoll mry use contractors lciperrorrn services, bLrlwill be resDonsible
for therr Derfornrance subject lo the ter,ns ol lhis Agreenrenl
l). Microsoft as independent conlraclor. The p.liies are independent contractors. Enrollecl
nlfiliale and Microsofl each rnav (levelop Droducls independently rvilhout uslng the othefs
Confidenlial ln,onrlaliorl
c. Notices. Nolices lo l/rc rosoft nrlst be senl lo lhe address on tlle signatrrre lorrr r Notices mr-rsl
he in writing ancl will tre lreated as delivered on the dale shoy,/n on lhe relurn teceipl or on the
courier or lix conliflnatiorr ol drllivery. Microselt rnay provkle rnFormalion to Enrslled A,liliate
aboul tlpcomlng ordering deadlinEs. services, alld subscdption inlorrnaliorr rn eleclror]rc fofln,
inclnding by email lo contacls provided by Enrolle(l Affiliale Enlails willhe trealed as (letivered
on lhe transmission date.
(1. Agrecincnt not exclusive, CLtslon]er is free to enter into aqre€ntenls lo license. Ltse ot
promole non-Microsolt Froducts.
c. AlreDdlnents. Any arnenclment to lhis Agreemenl m(sl be executed by bollr parties. except
tlrat Microsoll may chan0e lhd Product Terms and tlre Use Righls frorn lirne to tirne irl
accordance rvith lhe terrns ol this Agreernenl. Afl/ conllic(ing lerms ard condilions conlaine(l
irr an Enrolled Affiliate's purchasb oder will not afJply. Microsofl may require Cuslorner to sign
a new agreemenl or an arren(lDent belore an Enrolled Alliliate et)ters into an Enrolltnenl under
llris agree|l)ent. r
f. Asslglrlne.rt. E ilh er parly rnay assig n this Agreernenl lo an Affiliale, bul or usl notify the olher
frarty in writing-of the assignrneht. Any olher proposed assignrnent rnusl be approved by lte
oon-assigning party in writing. Assignrnenl ,,'/lll nol relieve the assigning party of ils obligations
trnder llre assigned Agreement Any attempted assignment ,rt/itlrcul reqLrire(l approval witl l)e
void.
g. Appllcable lawi disp[te resollttiotr. The terms of this Agree'Ient vnll be governed l1y lhe
lilvrs of Cuslorne/'s stale, wilhoul giving effecl lo ils conflicl of laws. Disputes lelaling lo this
Agreem€nl will be subiecl lo applicable dispute ,rsolulion laws of CustoDrer's state.
h. Severabllity, ll any pro'/rsion rnlhis agreerner)l is held lotre llnenforceable, ll)e halance of the
agreernerl will remain in full lorie ancl ef{ecl
i. Waiver. Failere to enforcs any'provision of ll]is agree|rent will lrol conslitule a warver. Any
waiver must be in vrriting and signed l)y lhe waMing parly.
j. No thlrd.party lleneficlarles. ,This ngrEemenl (toes rlot crBale aoy lhird-party beneficiary
rights.
k, S(rvival, All provisions survive lerninalior) or expirallon of lhis Agreeriertt exceDt lhose
requirir'tg perfornrance orrly during tlre lerrr of lhe ngreemertl,
l. Managemcnt and Reportlng. Qustonrer and/or Enrolled Alliliate nlay n)anage account details
(e.9., contacts. orders, Licerrsbs, soltware do,.vnloads) ofl Microsolt's Volurne LicertsirrgService Cenler ('VLSC') web site (or successor site) Et:
!.!!rs rwvrw nrCrOSOfl cqnl/licens,rrn/servr,:ecente, UpOn lhe effecli,/e dale of lhrs A0reeoterrl. an(t any Enrottrrerrts t[;;o;t;i6lG;[G,i fo, rhis rrurpose e/i[ be providect accr].r t rr, t
Site and n)ay aulhOrize addrtional users and cofltacts.
nr. Otder of preced€nce. lrr the case ol a coollici bel,r'/een any docul]ents in I his Agreement rat
is nol expressly resolved in lhose docun]enls, lheir terms will conlrol ir) llre followjng or(ter fr,orir
higllesl lo lowesl priorily: (1) this Enterpdse Agreerrenl, (2) any Enrollment, (3) the product
Terms. (4) lhe Online Services Tems, (5) orders subn'tilted txrd61 otis Agreement. a^d (6) any
other docunrents in lhis Agreeh]ent. Terms ilr an ilrlerrdnelll control over tlle amended
docurnenl end any prior ame drnenls coocerning lhe same sUbject malter.
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FreeProducts. lt is Sricrosofl'd intent thal theterms ollhis Agreement and the Use Rights be
rn corrplrarEe wrth all applrcaDle lederal law and regu,ations. Any lree Product provicled to
Eorolled Alfilrale is tor the sole irse and benetit of lhe Enrolled Alfiliate. and is not provided for
use by or personal benelit of anry specific Aovernmenl entployee.
Voluntary Producl Accessibility Tenlplates. l,,licrosolt suPpods the governlnents obligalion
lo provide accessible technologies to its citizens witlr disabilities as req(ired by Seclion 508 of
lhe Rehabilitation Act c,f 1973, and its slale la\,,,i counterparls. The Voluntary Producl
Acces$il)ility Ternplales ('VPATS') for tlle [,licrosoft techr)ologies use'J irt providir]g the Orrline
Services can be found at lvlicrosofl's VPAT page. Further information regarding Microsoft's
conr)lilrnerll to accessibilily can l)e found at llttp //w,rr'!r'/ nlicrosol'l.corrl.reDsble
Natural disaster. Ir tlre evenl 6f a "nalurirl disasler, lriclosoft Inay provide addilional
assistance or rights by posling t'lrem on l8!p-Oq.g4l,UlgI9S-S!-@$ al such lime.
Copyrlghl vlolation. Excepl 3s sel forth in tlle section aLrove entilled "Transfe ing and
reassigning Licerses', the Enrolled n ffilinte agrees to pay for, and comply Tvith lhe lerrns of thri
Agreernenland lhe Use Riglrts, torthe Produclsiteses. Except lo lhe extent Enrolled Affiliale
is licensecl rnrder llris Agreen*nl. il lvill be responsatie lor ils Dreacll of this conl(acl and
violalion ot Microsofl's copyriqhi in thc Products, including payrnent Df License fees sDecified
in lhrs A0reernent lor unlicensed use.
p
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Pn(c llolrrEA?0 1ii&rllJSlSLq lGllr.lov?t-1 I 0)
ll,narrl(nrl xZr). r(i2r)g
E 'Mit,t.,to11 Volumr: l.ir.ensirrg
supp lemental Contact Information Form
This fo n applies to I I tiB.SA I
ffi Agreement
E Enroil/nent,/Alf tlrate Regrstralion Form
losert primary enlity name if rnorc lhan oDe Enrolllrenl/Registralion
Fornr is submilted
Conlact information.
Each Party vr'ill 0oliry lhe other in writinc i[ any of the inFornalion in lhe following conlact inloflnation
page(s) changes. The aslerisks {') indicate require(l fietds: il the en ty ct.looses lo designate other
conlacl types, llre safre required tlelds rnusl be corhpleted for each section. By providing cor]lacl
inlormation. entily consents lo its use for purposes of adnrinistering lhe Enrollment by fulicrosofl and otherpa{ies lhat help Microsoll adn]i]risler lhis Enrolheol. ThB pe/sonal inlornation providecl in connection
with ll)is ggreenrenl !vill be used a d prclecte(l accor(ling to lhe prlvacy slalentenl available at
llltDs iilicensi mraro50ll.con
1. Additional notices contact.
'fhis contact receives all notices tlrat are sent from lllicrosofl. No online access is grantecl to this
iodlvidual,
Narna of cntily' Counly of Rrversde I
60lrtact oarll€i; First Regina Last Funderlrurk
Contact elltall address' RFunde16urk@rivco.org
Slreet addross'3450 14th Slreel,4th Floor;
City' Riverside Stale/Province. Cal[o14ia'posral code. 9250t-3861
Country* USA
Phone'951-955-2265 Fax I
f] Thls contacl is a lhild party {not tlre entity). \y'./aflring: ',hrs corltact recelves personally i,Centifiable
inlormalion of the entity.
2. Software Assurance maniger.
This contact will receivc online pernrissiohs to rranage
Enrollnrent or Registralior'r.
Name of entlty' Counly of Rrverside
Contacl narne': First Regtna l-ast F{rnrlerbrrrk
Contact email acldress' RFunderburk@rivco.org
Street address'3450 l4th Slreet..llh Floor
City' Riverside State/Province' Cahlorrtaa Postal code' 92501 -3861
$rFCr)lrlncllrloFo,m(r'lA.lliD)(f i\rC)(Orl2U r j})
tire Sollwar€ ASsrrrallce benelits uodef ll're
Prgc 1 ol:l
I
I
I
I
I
I
I
1
This lorm carr be use<l in combinalioh wilh MBSA, Agreernerlt. and Eltroflment/Registration
However. a 6eparale form m(st be submrlled for each enrollmenl/registralion, $hen mote lhan ore is
subnlitled on a signature ,orm. For the frrrposes of tlis form,'entity" can mean Ihe signing entity,
Cuslorner, Enrolled Affiliate, Gove(xnettl Partner, loslitutiorl, u{ ollrer party enterillg inlo a voll,|ne
licensinq program agreentenl Pramaty and Nolices contacls in lhjs fonn will not apply lo enrollmenls
or regjslrations.
cotlntry" USA
Phone' 9151-955-2265 Fax
E This contacl is a lhird t)arly (not ll)e enlily). Warning. This conlact receives Dersonally icjentifiable
intormatiorr of the entity.
3. Subscrptionsmanager.
This conlacl will assign lvlSDl.l. Expression, and TechNel Plus subscriptiolr licenses to ll]e individual
subscribers under this Enrollrnent or Regislration Assignnlent of lhe sukJscriplion licenses is necessary
for access lo any of the online benefits, sr.rch as subscription downloads. This contaGl will also manage
any complimentary or additional Ineclia prrrchases related to these subsctiptions.
Name of entity' County of Riverside
Contact rame': Flrst Regirra Last Fuoderburk
Conloct email address' RFunderbLtrk@r ivco.orgl
Street addrBss' 3450 14th Slreel, 4th Floor
City' Riverside State/Province' California Postal code' 92501-3861
Corntry'USA
Phone' 051-955-2265 Fax
! This conlact is a third party (not lhe entity) !ryarning: fhis contact receives pelsonally idenlifiable
informalion oF lhe enlity
4. Online seruices manager.
Tl{s conlsct will be provided onlirre perrnissions lo manage tlre olline services ordered under llle
Enrollment or Re(]istralion.
Nan|e ol entity'County of Riverside
Contacl narn€': Flrst Luis Last Flores
Contact enlail address* LFFIores@dvco olg
Slreet addrcss'3450'l4lh Slreet, 4lh Floor
city" Riverside State/Province' Califonria Postal code" 92501-306.1
Corrrrlry'USA
Phone' 951.955-8114 Fax
n Thls contact is a thrrd parly (nol llre enlily). Warning: This contacl receives personalty identiliable
inlormation of lhe entily.
5. Custo.ner Sop port Manager (CSM).
This person is designated as the CtBtomer Support Manager (CSM) lor sUppon-relale( activities
Narne ot errtlty' County ol Riverside
contact name': First L(is Last Floles
cor)tact enrail ad(i ress' LFFlores@rivco.org
Strccl addrcss'3450 14lh Slreet,4lh Floor
City'Riverride StatelProvlnce' C0lifornia Postal code' 92501.386'1
Country'USA
Phone' 951-955-8114 Fax
6. Primary contact intormatio|t.
An lltdividual fronr insirie lhe organizatior nrust serv€ as the prinrary contact. This contacl receives online
admioislrator permissions and nray grarlt orliog access to olhers. Tlrls conlacl also receives all nolices
unless Microsoft is provided $rrilleo nolice of a change.
Name of ontity'County of RiverEide
3, rpC.rr,rrcli,rl0l or,n(l'JA.ll,lLjlll-:N i!) tll.l2n 1 1)Pagc 2 ol :1
Corlact narne': Firsl Jirn Last Smilh
Coritact email address' jimsmith@rivco.org
Strcet address' 3450 14th Slreet, 4th Floor
City' Riverside State/Provlnce' CA Postal code' 92501-3861
Cotrntry'US
Pho[e' 951-231,5909 Fax
7. Notices contact and online administrato| information.
This iodividual teceives online adrr,nislrator perorissio,ls arKl rfl;ty gr,tnl or)lrne access lo others Thls
contacl also receives €ll notices
I San)e as ptinary contacl
Narne of cnlity'Contaclna,ne':First Last
Contacl ellrail addr€ss"
Strcel a(l(lress'City' Stale/Provi[ce' Postal code'
Country'
Phone' Fax
l] This contact is a tlrird pa(y (not ihe entllyl. Warnir)g: This conlacl recelves t)ereona y idenlifiable
inloftiration ol lhe entaty,
SrrprlorlircllrkiFo,Ir(tl4.rNl)ir:f(i)rad11) I :t\FnlF :, .-,t 3
II Ir4icrosoft Vclume [-icensinqI
Program Signature Form
MBA/l\4BSA number Proposal lD
Agreemenl number
Noto: Enter the applicable aclive numbeG associated wilh lhe documenls below. Microsott requires the associated ac{ive
number be indicated hsre. or listed below as new.
For the purposes of this form, 'Customer" can mean the signing entity, Enrolled Affiliate, Government
Partner, lnstitution, or other party entering into a volume licensing program agreement.
This signature form and all contract documents identified in the table below are entered into between the
Customer and the Microsoft Affiliate signing, as of the etfective date identifled below.
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and
understand the above contract documents, including any websites or documents incorporated by
reference and any amendments and (2) agree to be bound by the terms of all such documents.
\h\rr
DATF
' indicates required field
Select Plus Aqreement x20-0487 4
Document Number or Code<Choose Agreement>
Document Number or Code<Choose Agreement>
Document Number or Code<Choose Agreement>
Document Number or Code<Choose Agreement>
x20-04921Select Plus AfFiliate Registration Form
Document Number or Code.Choose EnrollmenURegistration>
Document Number or Code<Choose EnrollmenVRegistration>
Document Number or Code<Choose EnrollmenURegistration>
Document Number or Code<Choose EnrollmenURegistration>
Document Description Document Number or Code
Document Number or CodeDocument Description
Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Contract Document Number or Code
Printed Title. Procurement Contract Specialist
signature Dale' 07 I 17 1201 3
I entity name). County of Riverside
t.) c
Al fr ;(!I
b(
T} COPdntod First and Last r:OR
,lY
.
Name of E
Slgnature.
nlust
Tax lD 95-6000930
Customer
ProgramSil,lnForm(MSSign)(NA,LatAm)ExBRA, MLI(ENGXOcl201 2)Page 1 of 3
lnes Mark
Microsoft Licensing, GP
Printed Fi6t and Last Name
Printed Title
Signature Date
(date Microsoft Aftlliate countersigns)
Signature
Effective Date
(may be different than Microsoft's signature date)
Name of Entity (must be legal entity name)'
Signalure"
Printed First and Last Name'
Printed Title'
Signature Date'
Customer
Optional 2"d Customer signature or Outsourcer signature (if applicable)
" indicates required field
* indicates required field
lf Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments,
include the appropriate form(s) with this signature form.
After this signature form is signed by the Customer, send it and the Contract Documents to Customer's
channel partner or Microsoft account manager, who must submit them to the following address. when
the signature form is fully executed by Microsoft, Customer will receive a confirmation copy.
Microsoft Licensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 8951 1-1 137
USA
Name ot Entity (must be legal entity name)'
Signature'
Printed First and Last Name-
Printed Title.
Signature Oate*
ProgramSignForm(MSSign)(NA.LaU\m)ExBRA,[,lLl(ENG)(Oct201 2)Page 2 of 3
Microsoft Affiliate
Outsourcer
ProgramSignForm(MSSignXNA Lal,Am)ExBRA.MLI(ENG)(Ocl201 2)Page 3 of 3
Prepared By: Name of Preparer
Emall of Preparer
Volume Licensing
Select Plus License Program Agreement State and Local
1.
2.
3.
1.
5.
6.
7.
8.
9.
10.
11.
12.
13.
11.
15.
16.
17.
18.
10
11
12
13
14
14
Deli n itions..........
Haw the Select Plus License program works................
How to establish prtce bvel. ,.,,..,...
License grant- what Registered Affiliates are licensed to run...................
How to know what Product Use Rights app|y.............
How to order Product Licenses. ...
Making copies of Products and re-imaging rights
Transferring and reassigning Licenses.....................
Term and term in ation.,.,..................
How to renew an Order. ..................
Restri ctions on u se........
Confidentiality
1
3
3
3
4
5
6
6
7I
9
9
Warranties.
Defense of infringement, misappropriation, and third pafty claims........
Limitation of
Non-Mic rosoft software or Tec h nology......
Miscellaneous.
This Microsofl Select Plus Agreement is entered into between the entities identified on the signature form.
Effective date. The effective date of this agreement is the effective date of the first Affiliate Registration
Form or the date Microsoft accepts this agreement, whichever is earlier.
This agreement consists of ('l ) the terms and conditions of this agreement and all attachments identified
therein, (2) the Product List, (3) the Product Use Rights applicable to Products licensed under this
agreement, (4) any Affiliate registration entered into under this agreement, and (5) any Order submitted
under this agreement.
The parties agree to be bound by the terms of this agreement.
Terms and Conditions
(i) any government agency, department, office, instrumentality, division, unit or other entity
of the state or local government that is supervised by or is part of Customer, or which
supervises Customer or of which Customer is a part, or which is under common
supervision with Customer;
(ii) any county, borough, commonwealth, city, municipality, town, township, special purpose
district, or other similar type of governmental instrumentality established by the laws of
Customer's state and located within Customer's state jurisdiction and geographic
boundaries; and
SelectPlus20l2AgrGov(US)SLG(ENGXOct201 2)Page 1 of 16
Documenl )Q0-04874
Contents
1. Definitions.
ln this agreemenl the following definitions apply:
"Affiliate" means
a. with regard to Customer
(iii) any other entity in Customer's state expressly authorized by the laws of Customer's slate
to purchase under state contracts; provided that a slate and its Affiliates shall not, for
purposes of this definition, be considered to be Affiliates of the federal government and
its Affiliates; and
b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is
under common ownership with Microsofl
'available" means, with respect to a Product, that Microsofl has made Licenses for that Product available
for ordering under a particular licensing program:
"Commercial Product" means any Product Microsoft makes available for license for a fee;
"Contractor' means any third party supplier or other provider of computer technology or related services.
"Customer" means the entity that has entered into this agreement and its Affiliates:
"Customer Data' means all data, including all text, sound, software,or image files that are provided to
Microsoft by, or on behalf of, Customer through Customer's use of the Online Services.
"Fixes" means Product fixes, modifications or enhancements or their derivatives that Microsoft releases
generally (such as Commercial Product service packs);
"License" means Registered Affiliate's right to use the quantity of a Producl ordered. For cerlain
Products, a License may be available on a subscription basis ("Subscription License'). Licenses for
Online Services will be considered Subscription Licenses under this agreement;
'L&SA" means a License and Software Assurance for any Product ordered;
"Microsoft" means the Microsoft entity that has enlered into this agreement by accepting Customer's
registration;
'Order" means the document Customer or Customer's Atfiliate submits under this agreement lo acquire
Licenses or Services;
'Online Services" means the Microsoft-hosted services identified in the Online Services section of the
Product List.
"Product" means all software, Online Services and other web-based services, including pre,release or
beta versions, identified on the Product List.
'Producl List" means, with respect to any licensing program, the statement published by Microsoft from
time to lime on the World Wide Web at htto://www.microsoft.com/licensino/co ntracts or at a successor
site that Microsoft identifies, which identifies the Products thal are or may be made available under the
program (which availability may vary by region) and any Product-specific conditions or limilalions on the
acquisition of licenses for those Products;
"Product Use Rights" means, with respect to any licensing program, lhe use rights for each Product and
version published for that licensing program at http://www.m icrosoft.com/licensino/contracts or at a
successor site.
"Qualifying Contract," means ('1)an Enterprise Enrollment under a Microsoft Enterprise Agreement; (2)
any Enterprise Subscriplion Enrollment entered into under a l\4icrosoft Enterprise Subscription
Agreement, or a Select Agreement.
'Registered Affiliate" means an entity, either Customer or any one of Cuslomer's Affiliates, identified on
an affiliate registralion form that has been accepted by Microsoft and has submitted an Order under this
agreement;
"Reseller" means a large account reseller authorized by [,4icrosof1 to resell Licenses in a Registered
Affiliate's region under this program;
"Service Level Agreement" means the document specifying the standards Microsoft agrees to adhere lo
and by which it measures the level of service for an Online Service.
SelectPlus20l2AgrGov(US)SLG(ENGXOct201 2)Page 2 ol 16
Document )O0-04874
"software Assurance" means an annuity offering thal provides new version rights and other benefits for
Products as described in the Product List;
"Trade Secret' means information that is not generally known or readily ascertainable to the public, has
economic value as a result, and has been subject to reasonable steps under the circumslances to
maintain its secrecy.
"use" or "run" means to copy, install, use, access, display, run or olherwise interact.
2. How the Selecf PIus License program works.
The Select Plus License program allows Registered Affiliates to acquire Licenses at discount pricing.
Customer and Customer's Affiliates can participate in this program if Customer or Customer's Affiliate (1)
submits an Order meeting the initial minimum order quantity, (2) maintains at least one active Oualifying
Contract, or (3) has purchased the minimum order quantity during the 12 months preceding the effective
date of this agreement. Notwithstanding any other provision of this agreement, only Registered Affiliates
identified in a Registration Form will be responsible for complying with the terms of that registration,
including the terms of this agreement incorporated by reference in that registration.
a. How Registered Affiliates acquire Licenses. A Registered Affiliate will acquire its Licenses
through its chosen Reseller. Orders will be made out to and submitted to the Registered
Affiliate's Reseller. Microsoft will invoice that Reseller according to the terms in the
applicable registration. The Reseller and the Registered A{tiliate will determine the
Registered Affiliate's actual price and payment terms.
b. Choosing and maintaining a Reseller. Each Registered Affiliale must choose and maintain
a Reseller authorized in the Registered Affiliate's region.
c. Online Services. Online Services are provided as subscription services and are subject to
the unique terms set forth in the Product Use Rights and the Product List.
3. How to estabrish price level.
Establishing price levels. Each Product offerjng is assigned a point value on the Product List and is
assigned to a Product pool. The Customer's price level for a pool applies to purchases made by all
Registered Affiliates under this agreement. Throughout the term of this agreement, the Customer's price
level for each Product and its associated Pool (Applications, Systems and Servers) will be level "D."
Customer does not need to acquire Products in all pools. The price Microsoft will invoice Reseller will be
based on Customer's price level for the pool of the Product ordercd. Throughout this agreement the term
'pice'' refers to reference price.
4. License grant - what Registered Affiliates are licensed to run,
Registered Affiliates have the rights below once their registration is accepted by Microsoft. These rights
apply to lhe Licenses obtained under this agreement and are not related to any order of, or fulfillment of,
software media.
The ability to run current or later versions of a Product licensed under this agreement could be affected by
minimum system requirements or olher factors (e.9., hardware or other software)
a. General. At any time afler their registration has been accepted by Microsoft, a Registered
Afliliate may run for its own benefit as many copies as it chooses, of any available Products it
chooses, provided that it submits Orders for all copies in the month in which those copies are
first run.
b. Use by Affiliates. A Registered Affiliate may sublicense the right to use the Products
ordered under this agreement to any of its Affiliates, but Affiliates may nol sublicense these
rights and their use must be consistent with the License terms contained in this agreement.
SelectPlus20l2AgrGov(US)SLG(ENG)(Oct201 2)Page 3 of 16
Documenl )Q0-04874
How to know what Product Use Rights apply.
a. Product Use Rights. Microsoft publishes Product Use Rights for each version of eachProducl. The latest version of the Product Use Rights is available at
http://www.m icrosoft.com/l icensinq/contracts
(i) Product Use Rights for curr€nt and future versions of Products. The Product Use
Rights in effect on the effective date of the agreement will apply to all Registered
Atfiliates' use of then-cunent versions of each Product, regardless of the date of the
Order. For future versions, the Product Use Rights in effect when lhose future versions
are first released will apply. ln both cases, subsequent changes made by Microsoft to the
Product Use Rights for a particular version will not apply to Registered Affiliates' use of
that version.
(ii) Product Use Rights for earlier versions (downgrade). lf a Registered Affiliate runs an
earlier version of a Product than the version thal was current on the agreement effective
SeleclPIus20l2AgrGov(US)SLG(ENGXOct2012)Page 4 of 16
Document )O0-04874
5
c. When Licanses become perpetual.
(i) License only. Registered Affiliate's right to run copies of any Product for which it orders
only a License is temporary until the Registered Affiliate has paid for that License in full
and Microsofl has collected such payment. Thereafler, Registered Affiliate will have a
perpetual License to run the number of copies ordered in the version ordered.
(iD L&SA or Software Assurance. Registered Affiliate's right to run copies of any product
for which it orders L&SA or Software Assurance is temporary until:
1) the Registered Affiliate has paid all installments of the price for such coverage and
the Order or renewal term during which such Product Licenses were ordered has
expired or been renewed or
2) the Registered Affiliate is otherwise eligible for perpetual Licenses as provided in this
agreement.
Thereafter, the Registered Affiliate will have perpetual Licenses to run the producls
ordered in the latest versions available as of the date of expiration, renewal, or
termination (or any prior version)for the number of copies ordered or renewed.
(iii) Subscription Licenses. Subscription Licenses are not perpetual under any
circumstances.
d. Perpetual Licenses through Software Assurance. Any perpetual Licenses received
through Software Assurance supersede and replace the underlying perpetual Licenses for
which that Software Assurance coverage was ordered. All perpetual Licenses acquired under
this agreement remain subject to the terms of this agreement and the applicable product Use
Rights.
e. Non-Perpetual Licenses, Some Products may be licensed on a fixed term or subscriplion
basis. The right to Use Products licensed on a subscription basis terminates upon expiration
of the subscription agreement if it is not renewed.
f. License confirmation. This agreement, the applicable Order, the Registered Affiliate's
Order confirmalion, and any documentation evidencing transfers of Licenses, together with
proof of payment, will be the Registered Afflliate's evidence of all Licenses obtained under its
Order as described in this agreement.
g. Prior version rights. A Registered Affiliate may run prior versions of any Product il Licenses
under this agreement. A Registered Affiliate may run different language versions of any
Product it Licenses under this agreement, provided that the License, L&SA, or Software
Assurance for that different language version is available at the same, or lower price, than the
price paid for the language version ordered of the same Producl and License type.
6
date, the Product Use Rights for the version licensed, not the version being run, will
apply. However, if the earlier version includes comPonents lhal are not part of the
licensed version, any Product Use Rights specific to those components will apply to the
Registered Affiliate's use of those components.
b. Reservation of rights. All rights not expressly granted are reserved by Microsoft. ln lieu of
Customer's obligation to indemnify Microsoft under various provisions of the Product Use
Rights, Customer will be responsible for any cost or damages arising from any claim to which
Customer's indemnity obligation would otherwise apply.
How to order Product Licenses.
a. Placing Orders. Registered Affiliate may purchase Licenses and Online Services Microsoft
makes available under this program by placing Orders wilh Registered Affiliate's authorized
Reseller. The price and paymenl terms for all Orders will be determined by agreement
between Registered Affiliate and its Reseller. When placing orders, a Registered Affiliate
must specify the country or counlries where 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 eligible to order iust Software Assurance? A Registered
Affiliate may order Software Assurance for copies of a Product, without the need to
simultaneously order a new License for those copies, in each of lhe following circumstances:
(i) Registered Affiliate may order Software Assurance for copies of Products lor which the
Registered Affiliate has previously obtained perpetual Licenses through Upgrade
Advantage, Software Assurance, or any similar upgrade protection, so long as the Order
for Software Assurance under this Agreement becomes effective no later than one day
following the expiration of that upgrade protection, and (2) Registered Affiliate submits an
order for anolher term of Software Assurance for those Licenses prior to or at the
expiration of the previous term.
(ii) During the term of the Agreement (including any renewal term), a Registered Affiliate
may be eligible to order Software Assurance for copies of certain Products licensed
through retail sources or from an original equiPment manufacturer ("OEM'), provided that
the Registered Affiliate places its Order within the required time frame. The Product List
at http://www.mi crosoft.com/lice nsinq/contracts identifies those Products that m ay be
enrolled in Software Assurance and the applicable time frame for placing an Order.
(iii) A Registered Affiliate may also order Software Assurance in any other circumstances
expressly permitted in the Product List.
(iv) A Registered Afliliate may renew Software Assurance ordered under this Agreement at
the time it renews its Order as described in the section titled "How to renew an Order."
How to confirm orders. lnformation about Orders, including an electronic conllrmation of
each Order, will be provided in a password-protected site on the World Wide Web at
https //www.m icrosoft.com/licensinq/servicecenter/ or a successor sile that will be identified
d
Upon Microsoft's acceptance of this agreement, Registered Affiliate's contact identified for
this purpose will be provided access to this site.
lnvoices and payments. For any Orders for Software Assurance or L&SA, if the Registered
Affiliate elects to spread its payments over three years rather than payment in a lump sum, it
may make this election with its Reseller. ln such cases, Microsofl will invoice the Registered
Affiliate's Reseller in installments, the first installment upon receipt of the Order and
subsequent installments on each anniversary of the Order or the Affiliate anniversary month.
Any amounts for Licenses only (i.e. without accompanying Software Assurance) will be
invoiced to the Registered Affiliate's Reseller in full upon receipt of the Order'
SeleclPlus20l 2AgrGov(US)SLG(ENGXOct201 2)Page 5 of 16
Documenl X20-04874
c
Changing a Reseller. lf Microsoft or the Reseller chooses to discontinue doing business
with one another, Registered Affiliate must choose a replacement Reseller. lf Registered
Afflliate or Reseller intends to terminate their relationship, the initiating party must notify
Microsoft and the other using a form provided by Microsoft at least 90 days prior to the date
on which the change is to take effect.
Making copies of Products and re-imaging rights.
a. General. The Registered Affiliate may make as many copies of the Products as it needs to
distribute them within its organization. Copies must be true and complete (including copyright
and trademark notices), from masler copies obtained from a Microsofl approved fulfillment
source. The Registered Affiliate may use a third party to make these copies, but the
Registered Affiliate agrees that it will be responsible for that third party's actions. The
Registered Affiliate agrees to use reasonable efforts to make its employees, agents and any
other individuals that it allows to use the Products aware that the Products are licensed from
Microsoft and can only be transfened subject to the terms of this agreement.
b. Copies for training, evaluation, and back-up. The Registered Affiliate may ('l) use up to
20 complimentary copies of any Product in a dedicated training facility on its premises, (2)
use up to 10 complimentary copies of any Product for a 60-day evaluation period, and (3) use
one complimentary copy of any licensed Product for back-up or archival purposes for each of
its distinct geographic localions.
c. Right to "re.image." ln certain cases, re-imaging is permitted using the volume licensing
program Product media. lf the Microsoft Product(s) is licensed (1)from an original equipment
manufacturer (OEM), (2) as full packaged Product through a relail source, or (3) under
another Microsoft program, then media provided under this agreement may be generally
used to creale images for use in place of copies provided through that separate source. This
right is conditional upon the following:
(i) Separate Licenses must be owned from the source for each Product that is re-imaged.
(ii) The Product, language, version and components of the copies made must be identical to
the Product, language, version and all components of the copies they replace and the
number of copies or instances of the re-imaged Product permitted remains the same.
(iii) Except for copies of an operating system and copies of Products licensed under another
Microsoft program, the Product type (e.9., upgrade or full License) must be identical to
the Product type from lhe separate source.
(iv) Any Product-specific requirements for re-imaging identified in the Product List.
(v) Re-images made under this subsection remain subject to the terms and use rights
provided with the License from the separate source. This subsection does not create or
extend any warranty or support obligation.
Tran sfe rri n g a n d re ass i g n i ng Licenses.
a. License transfers. License transfers are not permitted, except that Customer may transfer
fully-paid perpetual licenses to:
Transferring Licenses to third parties. You may transfer fully-paid perpetual Licenses:
(i) if you are an agency of a state or local government to: (a) any other government agency,
department, instrumentality, division, unit or other office of your stale or local govemment
that is supervised by or is part of you, or which supervises you or of which you are a part,
or which is under common supervision wilh you; (ii) any county, borough, commonwealth,
city, municipality, town, township, special purpose district, or other similar type of
governmental instrumentality established by the laws of your stale and located within
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7
I
Term and termination.
a. Term. This agreement will remain in effect unless it is terminated by either party as described
below.
b. Termination without cause. Either party may terminate this agreement without cause upon
60 days written notice. Such termination will merely terminate either party's and its
Registered Affiliates' ability to place Orders under this agreement. Such termination will not
affect any Orders not olherwise terminated, and any terms of this agreement applicable to
any Orders not otherwise terminated will conlinue in effect with respect to that Order.
c. Mid-term termination for non-appropriation of Funds. Enrolled Affiliate may terminate
this agreement or an Enrollment without liability, penalty or further obligation to make
payments if funds to make paymenls under the agreement or Enrollment are not appropriated
or allocated by the Enrolled Affiliate for such purpose.
d. Termination for breach. Either party to an Order may terminate it if the other party
materially breaches its obligations under this agreement, including any obligation to pay
amounts owed. Except where the breach is by its nature not curable within 30 days, the
terminating party must give the other party 30 days' notice and opportunity to cure. !f
Microsoft gives such notice to a Registered Affiliate, Microsoft will give Customer a copy of
that notice as well and Customer agrees to assist in attempting to resolve the problem. lf the
problem also affects other Affiliate registrations and cannot be resolved between Customer
and Microsoft within a reasonable period of time, Microsoft may also terminate this
agreement and all other Affiliate registrations under it, unless the basis for termination of the
registration is non-appropriation of funds to the registered affiliate, in which event Microsoft
may only terminate the affected registration(s). lf a Registered Affiliate ceases to be an
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9
your slate's jurisdiction and geographic boundaries; and (iii) any olher entity expressly
authorized by the laws of your state to purchase under state contracts, or (b) an
unafflliated third party in conneclion with a privatization of an affiliate of agency as set
forth in (a) above or of an operating division of the Enrolled Affiliate or one if its affiliates
as set forth in (a) above, a reorganization, or a consolidation.
Cuslomer must notify Microsoft of a transfer of license by completing a transfer notice form,
which can be obtained from htto://www.microsoft.com/licensino/contracts and send the
completed form to l\4icrosoft before the license transfer. No License transfer will be valid
unless Customer provides to the transferee, and the transferee accepts in writing, the
applicable Product Use Rights, use restrictions, limitations of liability (including exclusions
and warranly provisions), and the lransfer restrictions described in this section. Any license
transfer not made in compliance with this section will be void.
b. lnternal Reassignment of Licenses and Software Assurance.
(i) For Products other than the desktop oPerating system uPgrade. For Products other
than the desktop operating system upgrade, Registered Affiliate may internally reassign
Licenses to an Afflliate. However, Registered Affiliate may not reassign Licenses on a
short-term basis (90 days or less), or reassign Software Assurance or other upgrade
coverage separalely from the underlying License, except as provided otherwise in this
agreement.
(ii) For desktop operating systems. The Registered Affiliate may not reassign desktop
operating system upgrade Licenses from one computer to another. The Registered
Affiliate may internally reassign Software Assurance coverage on desktop operating
systems upgrades from the original computer to a replacement comPuter internally, as
long as ('l) the replacement computer is licensed to run the latest version of that
operating system, and (2) the Registered Affiliate removes any desktop operating system
upgrades from the original computer.
Affiliate of Customer, Customer must promptly notify Microsoft of this fact, and Microsoft may
terminate the divested Registered Atfiliate's registration.
e. Affiliate termination. lf (1)a Registered Affiliate terminates its registration as a result of a
breach by Microsoft, or (2) if Microsoft terminates Registered Affiliate's registration because it
has ceased to be an Affiliate of Customer, or (3) Registered Af{iliate terminates a registration
for non-appropriation of funds, or (4) Microsoft terminates a registration for non-payment due
to non-appropriation of funds,, then the Registered Affiliate will have the following options
with regard to any Orders it has under the agreement:
(i) For Licenses available on a perpetual basis, it may immediately pay the total remaining
amounl due, including all installments, in which case the Registered Affiliate will have
perpetual Licenses {or all copies of the Products it has ordered, or
(ii) lt may pay only amounts due as of the lermination date, in which case the Registered
Affiliale will have perpetual Licenses for:'
1) all copies of all Products for which payment has been made in full (including the
latest version of Products under Software Assurance coverage), and
2) the number of copies of Products it has ordered (including the latest version of
Products under Software Assurance) for which payment has been made in
installments that is proportional to the total of payments made versus total amounls
due if the early termination had not occurred.
Nothing in this section shall affect perpetual License rights acquired either in a separate
agreement or in a prior term of the terminated registration.
f. Effect of termination. When this agreement, a registration or an Order is terminated,
(i) Each affected Registered Affiliate must order Licenses for all copies of Products it has
run for which it has not previously submitted an Order. Except for the options provided
above in the event of termination of a Registered Affiliate's registralion, any and all
unpaid payments or any order of any kind, including subscriplion services, immediately
become due and payable.
(ii) Registered Affiliate's right to Software Assurance benefits under this agreement ends for
all Software Assurance for which paymenl has not been made in full.
10. How to renew an Order.
Microsoft will provide prior nolice of expiration of any Software Assurance ordered under lhe
agreement advising Customer of its Software Assurance renewal options. Microsoft may make a
change to this program that will make it necessary for Customer to enter into a new agreement lo
renew Software Assurance.
To maintain Software Assurance coverage for any copies previously ordered under this
agreement, Registered Affiliate must submit an Order for another term of Software Assurance for
those Licenses prior to or on the expiration of the previous term.
Consequences of non-renewal. lf Registered Affiliate elects not to place anolher Order for
Software Assurance and it otherwise allows Software Assurance for any copies of any Products
licensed to lapse, then the Registered Affiliate will not be permitted to order Software Assurance
for those copies later without first acquiring L&SA.
Renewing Software Assurance. lf Registered Affliate is placing an Order for Software
Assurance from multiple Select programs or is consoljdating multiple previous Enrollments or
agreements inlo lhis agreement, please complete the multiple previous Enrollment form.
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11 . Restrictions on use.
Registered Affiliate must not:
a. separate and use the components of a Product on two or more computers, upgrade or
downgrade components at different times, or transfer components separately, except as
provided in the Product Use Rights;
b. reverse engineer, decompile or disassemble any Product or Fix, except where applicable law
permits it despite this limitation; or
c. distribute, sublicense, rent, lease, lend, or host any Product or Fix except as permitted by this
Agreement, the Product Use Rights, or in a separate written agreement
12. Confidentiality.
To the extent permitted by applicable law, the terms and conditions of this Agreement is confidential.
Neither party will disclose such terms and conditions, or the substance of any discussions that led to
them, to any third party other than Affiliates or agents, or to designated or prospective resellers who: (1)
have a need to know such information in order to assist in carrying out this agreement; and (2) have been
instructed that all such information is to be handled in strict confidence.
For the avoidance doubt, the parties acknowledge that this Confidentiality provision recognizes that when
lhere is a business need lo do so, Microsofl and Cuslomer may need to share/exchange their respective
Confidential lnformation with each other to develop a more meaningful business relationship. Thls section
provides Microsoft and Customer with a well-balanced, commercially reasonable and comprehensive set
of confidentiality terms that enable both parties to share/exchange a wide range of Confidential
lnformation with each other knowing with confidence that significant confidentiality protections are in
place. The confidentiality terms denoted below do not govern Microsoft's handling of Customer Data. ln
all inslances under this Agreement, Microsoft's handling of Customer Data shall be governed as
described under various other provisions of this Agreement and by Microsofi's data security policy.
a. What is included. "Confidential lnformation" is non-public informalion, know-how and Trade
Secrets in any form that are designated as "confidential' or a reasonable person knows or
reasonably should understand to be confidential. lt includes non-public information regarding
either party's products or customers, marketing and promotions, or the negotiated terms of
Microsoft agreemenls.
b. What is not included. The following types of information, however marked, are not
Confidential lnformation. lnformation that:
(i) is, or becomes, publicly available without a breach of this agreement;
(ii) was lawfully known to the receiver of the information without an obligation to keep it
confidential;
(iii) is received from another source who can disclose it lawfully and without an obligation to
keep it confidential;
(iv) is independently developed; or
(v) is a comment or suggestion one party volunteers about the other's business, products or
c
servtces.
Treatment of Confidential lnformation.
(i) ln general. Subject to the other terms of this agreement, each party agrees:
l) it will not disclose lhe other's Confidential lnformation to third parties; and
2) it will use and disclose the othefs Confidential lnformation only for purposes of the
parties' business relationship with each olher.
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Document X2G04874
(ii) Security precautions. Subject to the other terms of this agreement, each party agrees:
1) to take reasonable steps to protect the other's Confidential lnformation -- these steps
must be at least as protective as those the party takes to protect its own Confidential
lnformation;
2) to notify the other promptly upon discovery of any unauthorized use or disclosure of
Confidential Information; and
3) to cooperate with the other to help regain control of the Confidential lnformation and
prevent further unauthorized use or disclosure of it.
(iii) Sharing Confidential lnformation with Af{iliates and representatives.
1) A "Representative' is an employee, contractor, advlsor, or consultant of one of the
parties or of one of the parties' Affiliates.
2) Each party may disclose the other's confidential information to its Representatives
(who may then disclose that Confidential lnformation to olher of that party's
Representatives) only if those Representatives have a need to know about it for
purposes of the parties' business relationship with each other. Before doing so, each
party must:
A. ensure that Affiliates and Representatives are required to protect the Confidential
lnformation on terms consistent with this agreement; and
B. accept responsibility for each Represenlative's use of Confidential lnformation.
3) Neither party is required to restrict work assignments of Representatives who have
had access to Confidential lnformation. Neither party can control the incoming
information lhe other will disclose to it in the course of working together, or what that
party's Representatives will remember, even without notes or olher aids. Each party
agrees that use of information in Representatives' unaided memories in the
development or deployment of the parties' respective products or services does not
create liability under this agreement or trade secret law, and each party agrees to
limit what it discloses to the other accordingly.
(iv) Disclosing Confidential lnformation if required to by law. Each party may disclose
the other's Confidential lnformation if required to comply with a court order or other
government demand that has the force of law. Before doing so, each party must seek
the highest level of protection available and, when possible, give the other enough prior
notice to provide a reasonable chance to seek a protective order.
d. Length of Confidential lnformation obligations. Except as permitted above, neither party
will use or disclose the other's Confidential lnformation for five years after it is received. The
five-year time period does not apply if applicable law requires a longer period or the product
Use Rights provide a more specific requirement.
13, Warranties.
a. Limited warranty. Microsoft warrants thal:
(i) Online Services will perform in accordance with lhe applicable Service Level Agreement;
(ii) Products other than Online Services will perform substantially as described in the
applicable Microsofl user documentation; and
b. Limited warranty term. The limited warranty for:
(i) Online Services is for the duration of Customer's use of lhe Online Service, subject to the
notice requirements in the applicable Service Level Agreemenl;
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(ii) Products other than Online Services is one year from the date Cuslomer first uses lhe
Product; and
c. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of
law last for one year from the start of the limited warranty;
(ii) the limited warranty does not cover problems caused by accident, abuse or use in a
manner inconsistent with this agreement or the Product Use Rights, or resulting from
events beyond Microsofl's reasonable control;
(iii) the limited warranty does not apply to components of Products that Customer is
permitted to redistribute;
(iv) the limited warranty does not apply to free, trial, pre-release, or beta products; and
(v) the limited warranty does not apply to problems caused by the failure to meet minimum
system requirements.
d. Remedies for breach of limited warranty. lf Microsoft fails to meet any of the above limited
warranties and Cuslomer notifies l\4icrosoft within the warranly term, then Microsoft will:
(i) for Online Services, provide the remedies identified in the Service Level Agreement for
the affected Online Service;
{ii) for Products other than Online Services, at its option either (1) return the price paid or (2)
repair or replace the Product; and
These are Customer's only remedies for breach of the limited warranty, unless other
remedies are required to be provided under applicable law.
e. DISCLAIMER OF OTHER WARRANTIES. OTHER THAN THIS LIMITED WARRANTY,
MICROSOFT PROVIDES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR
CONDITIONS. ii|ICROSOFT DISCLAIMS ANY IMPLIED REPRESENTATIONS,
WARRANTIES, OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALIry, TITLE, OR NON-
INFRINGEMENT. THESE DISCLAIMERS WLL APPLY UNLESS APPLICABLE LAW
DOES NOT PERMIT THEM.
14. Defense of infringement, misappropriation, and third party claims.
a. Microsoft's agreement to protect. Microsoft will defend Enrolled Affiliate against any
claims made by an unafrlliated third party that any Product or Fix that is made available by
Microsofl for a fee infringes that party's patent, copyright, or trademark or makes unlawful use
of its Trade Secret. Microsoft will also pay the amount of any resulting adverse final
judgment (or settlement to which Microsoft consents). This section provides Enrolled
Affiliate's exclusive remedy for these claims.
b. Limitations on defense obligation. Microsoft's obligations will not apply to the extent that
the claim or award is based on:
(i) Customer Data, non-Microsoft software, modifications Enrolled Affiliate makes to, or any
specifications or materials Enrolled Affiliate provides or makes available for, a Product or
Fix.;
(ii) Enrolled Affiliate's combination of the Product or Fix with a non-Microsofl product, data or
business process; or damages based on the use of a non-Microsoft product, data or
business processi ;
(iii) Enrolled Atfiliate's use of either Microsoft Trademarks or the use or redistribution of a
Product or Fix in violation of this agreement or any agreement incorporating its terms or;
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(iv) Enrolled Affiliate's use of a Product or Fix afler Microsofl identifies Enrolled Affiliate to
discontinue that use due to a third party claim.
To the extent permitted by applicable law, Enrolled Affiliate will be responsible Microsofl
for any costs or damages that result from any of the above actions.
c. Enrolled Affiliate's agreement to protect. To the extenl permifted by applicable law,
Enrolled Affiliate will defend Microsoft and its AfFiliates against any claims made by an
unafflliated third party that:
(i) any Customer Dala or non-Microsoft softlvare Microsoft hosts on Cuslomeis behalf
infringes the third party's patent, copyright, or trademark or makes unlaMul use of its
Trade Secret;or
(ii) Arises from violalion of the Acceptable use Policy, which is described in the Product Use
Rights.
Customer will be responsible for the amount of any resulting adverse final judgment (or
settlement to which it consents). This Section provides Microsoft's exclusive remedy for
lhese claims.
d. Rights and remedies in case of possible infringement or misappropriation.
(i) Microsoft's offerings. lf Microsoft reasonably believes thal a Producl or Fix may infringe
or misappropriate a third-parly's intellectual property rights, Microsoft will seek to: (1)
procure for Enrolled Affiliate the right to continue to use lhe Product or Fix; or (2) modify
or replace it with a functional equivalent to make it non-infringing and notify Enrolled
Affiliate to discontinue use of the prior version, which Enrolled Afliliate must do
immediately. lf the foregoing options are not commercially reasonable for Microsoft, or if
required by a valid judicial or government order, Microsoft may terminate Enrolled
Affiliate's license or access rights in the Product or Fix. ln such a case, Microsoft will
provide Enrolled Affiliate with notice and refund any amounts Enrolled Affiliate has paid
for those rights to the Product or Fix (or for Online Services, any amount Enrolled Affiliate
has paid in advance for unused Online Services).
(ii) Customer Data or use of non-Microsoft software with Online Services. lf an
unaffiliated third party asserts that Cuslomer Data or non-Microsofl software or
technology used by Enrolled Affiliate the Online Services violates their intellectual
property rights, Microsoft may ask Customer to remove the allegedly infringing item. lf
Enrolled Affiliate fails to do so within a reasonable period of lime, Microsofl may suspend
or terminate the Online Service to which the Customer Data or non-Microsoft software
relates.
e. Obligations of protected party. Enrolled Affiliate must notify Microsoft promptly in writing of
a claim subject to the Subsection titled "Microsoft's agreement to protect'and Microsoft must
notify Enrolled Afiiliate promptly in writing of a claim subject to the Subsection titled
"Customer's agreement to protect." The party invoking its right to protection must (1) give the
other party sole control over the defense or settlement; and (2) provide reasonable
assistance in defending the claim. The party providing the protection will reimburse the other
party for reasonable out of pocket expenses that it incurs in providing assistance.
15. Limitation of liability.
a. Limitalion on liability. To the extent permitted by applicable law, the liability of each party,
its Affiliates, and its Conlractors arising under this agreement is limiled to direct damages up
to ('l)for Products other than Online SeNices, the amount Customer paid for the Product
giving rise to that liability and (2) for Online Services, the amount Customer was required to
pay for the Online Service giving rise to that liability during the prior 12 months. ln the case
of Products provided free of charge, or code that Customer is authorized to redistribute to
third parties without separate payment to Microsoft, Microsoft's liability is Iimited to U.S.
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Documenl )(20-04874
$5,000. These limitations apply regardless of whether the liability is based on breach of
contract, lorl (including negligence), strict liability, breach of warranties, or any other legal
theory. However, these monetary limitations will not apply to:
(i) Microsoft's and Customer's obligations under the section titled "Defense of infringement,
misappropriation, and third party claims";
(ii) liability for damages caused by either party's gross negligence or willful misconduct, or
that of its employees or its agenls, and awarded by a court of final adjudication (provided
that, in jurisdictions that do not recognize a legal distinction between "gross negligence"
and "negligence," "gross negligence'' as used in this subsection shall mean
"recklessness");
(iii) liabilities arising out of any breach by either party of its obligations under the section
entitled "Confidentiality", except that Microsoft's liability arising out of or in relation to
Customer Data shall in all cases be limited to the amount Customer paid for the Online
Service giving rise to that liability during the prior 12 months;
(iv) liability for personal injury or death caused by either party's negligence, or that of its
employees or agents, or for fraudulent m isrepresentation; and
(v) violation by either party of the other party's intellectual property rights.
b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARW, NOR ANY OF
ITS AFFILIATES, OR CONTRACTORS, WILL BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAll,lAGES, OR DAMAGES FOR LOST
PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS
INFORMATION ARISING IN CONNECTION WTH THIS AGREEMENT, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILIry WAS
REASONABLY FORESEEABLE. HOWEVER, THIS EXCLUSION DOES NOT APPLY TO
EITHER PARTY'S LIABILITY TO THE OTHER FOR VIOLATION OF ITS
CONFIDENTIALITY OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION
RELATES TO CUSTOMER DATA), THE OTHER PARTY'S INTELLEGTUAL PROPERTY
RIGHTS, OR THE PARTIES' RESPECTIVE OBLIGATIONS IN THE SECTION TITLED
"DEFENSE OF INFRINGEMENT, MISAPPROPRIATION, AND THIRD PARTY CLAIMS."
c. Affiliates and Contractors. Neither Microsoft nor Customer shall bing any action against
lhe other's Affiliates or Contractors in respect of any matter disclaimed on their behalf in this
agreement. Each party will indemnify the other in the event of any breach of this provision.
16. Verifyingcompliance.
a. Right to verify compliance. Customer must keep records relating to the Products it and jts
Affiliates use or distribute. Microsoft has the righl, to the extent permitted by applicable law,
to verify compliance with the license terms for the Products, at Microsoft's expense.
b. Verification process and limitations. Microsoft will provide customer at least 30 days'
notice of its intent to verify compliance. Microsoft will engage an independent auditor, which
will be subject to a confidentiality obligation. Verification will take place during normal
business hours and in a manner that does not interfere unreasonably wilh Customer's
operations. Customer must promptly provide the independent auditor with any information it
reasonably requests in furtherance of the verification, including access to systems running
the Products and evidence of licenses for Products Customer hosts, sublicenses, or
distributes to third parties. As an alternative, Microsoft may require Customer to complete
Microsoft's self-audit process relating to the Products Customer and any of its Affiliates use
or distribute. Such information will be used solely for purposes of determining compliance.
c. Remedies for non-compliance. lf verification or self-audit reveals any unlicensed use,
Customer must within 30 days order sufficient licenses to cover its use. lf there is no
Paqe 13 of 16
Document X20-04874
SelectPlus20l2AgrGov(US)SLG(ENG)(Oct20l 2)
unlicensed use, Microsoft will not undertake another verilication of lhe same Customer for at
least one year. By exercising the rights and procedures described above, Microsoft does nol
waive its rights to enforce this agreement or lo protect its intellectual property by any other
means permitted by law.
17. Non-Microsoft Software or Technology,
a. Registered Affiliate is solely responsible for any non-Microsoft software or technology that it
inslalls or uses with the Products or Fixes. Microsoft is not a party to and is not bound by any
terms governing Enrolls use of non-l\ilicrosoft software or technology. Without limiting the
foregoing, non-Microsoft software or scripts linked to or referenced from any Product website,
are licensed to Registered Affiliate under the open source licenses used by the third parties
lhal own such code, not by Microsoft.
b. lf Registered Affiliate installs or uses any non-Microsoft soflware or technology with the
Producls or Fixes, it directs and controls the installation in and use of such software or
technology in the Products or Fixes, through its actions (e.9., through Registered Affiliate's
use of application programming inlerfaces and other technical means that are part of the
Online Services). Microsoft will not run or make any copies of such non-Microsoft software or
technology outside of its relationship with Registered Affiliate.
c. lf Registered Affiliate installs or uses any non-Microsoft software or technology with the
Products or Fix, it may not do so in any way that would sub.iect Microsoft's intellectual
property or technology to obligations beyond those included in the agreement.
on the return recei or on the courier or fax co nfirmation of delivery.
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Document X20-04874
Microsofl Corporation
Legal and Corporate Affairs
Volume Licensing Group
One Microsoft Way
Redmond, WA 98052
USA
Via Facsimile:(425) 936-7329
Copies should be sent to:
18, Miscellaneous,
a, Noticas to Microsoft. Notices, authorizations, and requests in connection with this
agreement must be sent by regular or ovemight mail, express courier, or fax to the addresses
and numbers listed in lhis agreement. Notices will be treated as delivered on the date shown
b. Assignment. Either party may assign this agreement to an Affiliate only. Assignment will
not relieve the assigning party of its obligations under the assigned agreement. lf either party
assigns this agreement, it must notify the other party of the assignment in writing.
c. Subcontractors. Microsofl may use contractors to perform Services and support Online
Services. lvlicrosoft will be responsible for their performance subject to the terms of this
a9reement.
d. Severability. lf a court holds any provision of this agreement to be lllegal, invatid or
unenforceable, the rest of the document will remain in effect and this agreement will be
amended to give effect to the eliminated provision to the maximum extent possible.
e. Waiver. A waiver of any breach of this agreement is not a waiver of any other breach. Any
waiver must be in writing and signed by an authorized representative of the waiving party.
f. Applicable law; dispute resolution. The terms of this agreement will be governed by the
laws of Registered Affiliate's state, without giving effect to its conflict of laws. Disputes
relating to this agreement will be subject to applicable dispute resolution laws of Registered
Affiliate's state.
g. This agreement is not exclusive. Customer is free to enler into agreements to license, use
or promote non-Microsoft software.
h. Entire agreement. This agreement, the Product List, all registrations under this agreement,
and the Product Use Rights constitute lhe entire agreement concerning the subject matter
and supersede any prior or contemporaneous communications. ln the case of a conflict
between any of lhese documents that is not resolved expressly in the documents, their terms
will control in the following order: (1)these terms and conditions and the accompanying
signature form; (2) the Product List; (3) the Product Use Rights; (4) all registrations under this
agreement; and (5) all Orders submitted under this agreement. The terms of any purchase
order or any general lerms and conditions Customer maintains do not apply.
i. Survival. Provisions regarding ownership and License rights, fees, Product use rights,
reslriclions on use, evidence of perpetual Licenses, transfer of Licenses, warranties, defense
of infringement and misappropriation claims, limitations of liability, confidentiality, compliance
verification, open source license restrictions, obligations on termination or expiration and the
other provisions in this section entitled "Miscellaneous" will survive termination or expiration
of this agreement and of any agreement in which they are incorporated.
j. No transfer of ownership. Microsoft does not transfer any ownership rights in any licensed
Product. Microsoft reserves all rights not specifically granted. The Products are protected by
copyright and other intellectual property rights laws and international treaties.
k. Free Products. lt is Microsoft's intent that the terms of this agreement and the Product Use
Rights be in compliance with all applicable federal law and regulations. Any free Product
provided to Registered Affiliate is for the sole use and benefit of the Registered Affiliate, and
is not provided for use by or personal benefit of any specific government employee.
l. Amending the agreement. This agreement (except the Product List and the Product Use
Rights) can be changed only by an amendment signed by both parties.
m. Resellers and other third parties cannot bind Mic.osofl. Resellers and other third parties
do not have authority to bind or impose any obligation or liability on l\4icrosoft.
n. Privacy and Security. Microsoft and Enrolled Affiliate will each comply with all applicable
privacy and data protection laws and regulations (including applicable security breach
notiflcation law). However, Microsoft is not responsible for compliance with any laws
applicable to Enrolled Affiliate or Enrolled Affiliate's industry that are not also generally
applicable to information technology services providers. Enrolled Affiliate consents to the
processing of personal information by Microsoft and its agents lo facilitate the subject matter
of this agreement. Enrolled Affiliate may choose to provide personal information to l/icrosoft
on behalf of third parties (including Enrolled Affiliate's contacts, resellers, distributors,
administrators, and employees) as part of this agreement. Enrolled Affiliate will obtain all
required consents from third parties under applicable privacy and data protection law before
providing personal information to Microsott.
The personal information Enrolled Affiliate provides in connection with this agreement will be
processed according to the privacy statement available at
https://www.m icros oft.com/licensinq/servicecenter (see footer), except that Product-specific
privacy statemenls are in the Producl use rights. Personal data collected through Products
or Services may be transferred, stored and processed in the United States or any other
country in which Microsoft or its service providers maintain facilities. By using the Products
or Services, Customer consents to the foregoing. Microsoft abides by the EU Safe Harbor
and the Swiss Safe Harbor frameworks as set forth by the U.S. Department of Commerce
SelectPlus20l 2AgrGov(US)SLG(ENGXOct201 2)Page 15 of 16
Document )Q0-04874
regarding the collection, use, and retenlion of data from the European Union, the European
Economic Area, and Switzerland.
For Online Services, additional privacy and security details are in the Product use rights.
o. Natural disasters. ln the event of a 'natural disaster", Microsoft may provide additional
assistance or rights by posting on http://www.microsoft.com al such time.
p. Copyright violation. Except as set forth in section above entitled 'Transferring and
reassigning Licenses", the Registered Affiliate agrees to pay for, and comply with the terms of
this agreement and the Product Use Rights, for the Products il uses. Except to lhe extent
Registered Affiliate is licensed under this agreement, it will be responsible for its breach of
this contract and violation of Microsoft's copyright in the Products, including payment of
License fees specified in this agreement for unlicensed use.
q" U.S. export jurisdiction. Products and Fixes are subject to U.S. export jurisdiction.
Customer will comply with all U.S. Export Administration Regulations and lntemational Traffic
in Arms Regulation requirements as well as all end-user, end-use, and destination restrictions
issued by the U.S. and other governments applicable to this agreement. For additional
information, see htto://www.m icrosoft.com/exportinq.
SeleclPlus20'l 2Agrcov(US)SLG(ENG )(Oct201 2)Page 16 ol 16
Document )(20-04874
Micrdsoft Licensing, GP Document Summary Form
* This is for informational purposes only "
MSE#:
(MSLI
Tracking
Numbe.)
3-0000003183189
Doc Tvpe:Signature Form
Do not modify the fomatting or spacing of his Farm above this text
Subsidiarv:
Counky:
Account Manaoer Name / Alias:
United States
LAR/LAD/ESA:
Dell Inc.
ililill il1ilil1 ililtililProqram^/ersio
SLP SLG 2012
(MSLI Scanning Code)
4
Outsourcer Name:
Business Agreement Number:
Master Agreement Number '1756479
Agreement Numbe|: 7 657738
Purchase Order Number:
Comments:
10/1212005Last Savgd by Oulnn Greenly
Revision 3.9
712312013 2t02.23 PN
ACCOUNT: County of Riverside
_.1
!61 ruicrosoft Volume Licensing
Program Signature Form
MBA/MBSA numbor Proposal lD
Agreernenl number -h Sbqt r
Noto: Ent€. the appticable ac'tiw numbeG a€socialed wlth the documents below. Microsolt rsquires the associstgd acfvenumber be indicated hels, or lbted bolow as new.
For the purposes of this form, "Custome/ can mean the signing entity, Enrolled Affiliate, Govemment
Partner, lnstifution, or other party entering into a volume licensing program agreement.
By signing below, Customer and the Microsoft Affiliate agree that both pa(ies (1) have received, read and
undersEnd the above contract documents, including any websites or documents incorporated by
reference and any amendments and (2) agree to be bound by the lerms of all such documents.
' indicatas required field
Select Plus Agreement x20-04874
<Choose Agreement>Document Number oreode
<Choose Agreement>Document Number or Code
<Choose Agreement>Documenl Nuinber or.Code
<Choose Agreement>Document Number or Code
Select Plus Affiliate Registration Form x20-0/l921
<Choose Enro llmenURegistration>Document Number or Code
<Choose EnrollmenURe gistration>Doaument umber or Code
<Choose EnrollmenURegistration>Document Nurirber or Code
<Choose EnrollmenUR egistration>Ddcument Number or Code
qgqument Description Document Number or Code
Document Description Document Number or Code
Document Dascription Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Contract Document
Pdnted TiUe' Procuremenl Contract Specialist
Signatur€ Date' 07 117 12013
I entity name)' County of Riverside
Prlnted FiEt and Last ' lnes Mark
SIgnatu16'
Name of E
Tax lD 956000930
ProgramSagnForm(MSSiln)(NA,LatAm)EXBRA,ML(ENGXoct2o1 2)
BY
Page 1 of 3
rhl
This signature form and all contract documents identified in the table below are entered into between the
Customer and the Microsofi Affiliate signing. as ot the effective date identified betou
Number or Code
Customer
ron*r Hpp^ovb "dp\r,
.orrsup I 1
Microsoft Licensing, GP
Mlcrosoft Lhensing. GP
JUL 2 3 20t3
Anthony Oulaney
Printed Fltst and Last Name
Printed Tltle
Signature Dato
(date Microsoft Aff liate countersigns)
Signature
icIoson Llcsnsing, GPEffectlve Dato
(msy be diferent than Microsofrs slrnature date)thls^ r
Name of Entlty (must b€ legal entlty nam6)'
Signaturo*
Prlntod Firtt and Last Name'
Printed Tltle*
Slgnature Date' ' .
Customer
Opuonrl 2d Customer slgnature or outeourcor slgnature (ll applicable)
' indicatss rBgu,red lietd
" indicates required fteld
lf Customer requires physical media, additional contacts, or is reporling muttiple previous Enrollments,
include the appropriate form(s) wlh this signature brm
Afier this signature form is signed by the customer, send it snd the contract Documents to custome/s
ch-nnel painer or Microsoft iccouni manager, who must submit lhem to the following address. When
tn" iigndturi tor. is futty executed by Microaofl, Customer will reoeive a confirmation copy.
Mlcrosoft Llcensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 895'1 1-1 137
USA
Pa96 2 ol3
Name ot Entlty (muet bo legal entity name)'
Signature'
Priqted ElJst and Last Name'
irinted Tftle.
Signatura Date'
Programs(rnForm(MSSignXI\lA,LatAm)E(BRA'MLl(ENGXOd20l 2)
1-:--.--_
Microsoft Affiliate
a
outsourcer
Prepared By: Name of Preparer
Email of Preparer
ProgramSignForm(MSSignXNA,LatAm)E ARA,MLI(ENGXOct2o1 2)Page 3 of 3
--aI-
Ir
---
Program Signature Form
\/olr ttrrr I it.etrr:itrry
Rtvco-8084445-M-
AMD2
lvlir',ri,,iii
MBA/IVBSA number
FoI the purposes ol lhls form, "Customer' can mean the slgnlng enllty, Enrolled Afflllale,
Government Partner, lnslitulion, or other party enloring lnto a volume licensing program agr6emenl.
This signalure form and all conlract documenls id€ntified ln the table below are anler€d into betwe€n
the Customer and lhe Microsoft Atliliate slgnlng, as of ihe elfective dale ldenllfled below.
By signing below, Customer and the Microsoft Atlillate agree that both parties (1) have received, read
and understand the above conlracl documenls, lncluding any websltes or documents incorporated by
reference and any amendments and (2) agree to be bound by the terms of all such documents,
* indicatos requted lield
8084445
lllF
o
flodsl
2R
o.-o
Ez
Io
2
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{
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0ao
<Choose Aqreemenl>
<Choose Aqreemenl>
<Choose Aqreemenl>
<Choose Aqr€emenl>
<Choose Agreemenl>
<Choose EnrollmenUReqlstralion>
<Choose EnrollmenUReqistration>
<Choose EnrollmenUReqlstratlon>
<Choose EnrollmenURegistration>
<Choose EnrollmenVResistratlon>
Amendment to Conlract Documehls cTM-FWK-CTC-AGR (8084445)
Prlnted Tltle 5 R,. I Ro cirvRea e,.r'I Co
sisnaturs Date* O/ /3O f Zo ZO
el enllty name)^ County of Rlversideti
HPrlnted Flrst and Last Name*Rrcrt+e.&
Nrl.Acf \tr€C/4usf
Name of En
Signature*
Tax lD
Customer
ProgramSignForm(MSSlgn)(NA,LatA'D)ETBRA(ENGXOcl2019)Page I or 2
Documenl X20'12845
Notqi Enler lhe applicable active numbers sbsoclaled wilh lhe documonls below. Mic{osofl requiros tho
associal€d sclive number be indicaled here, or lisled below as new.
CoItracl Document Numlrer or Co(le
croso Corporation
Printed Title
Signature Oate
(daie Microsoft Atliliate 6ount6rsigns)
rst and Last Na me
Signaturs
Printed Fi ation
JAN 29 2020
Dul
dale)
a ofIfnbehoorhu
atlonCoryoY
Mlcrosoft C
Agr€ement Effective Date
(may bo dillerent lhan Microsolt's sig
Microsoft Affiliate
Name of Entlty (must bs legal entlty name)'
Slgnature*
Prlnted FIrst and La6t Name*
Printed Title
Slgnature Date*
customer
Oplional 2nd Customer slgnalure or Outsourcer signalure (lf appllcable)
' indlcates requircd lield
' hdicatos requlred liold
l, Cuslomer requhes addilional conlacls or is reportlng mulllple prevlous Enrollments, include the
approprlate lorm(s) with thls slgnature form.
Atter lhls 6lgnature form ls slgn€d by the Custotner, send it and lhe Contract Docum€nts lo Customeis
channel parlner or Microsoft account manager, who musl submil lhem to lhe followlng addiess, When
lhe signalure form ls fully execuled by l\ilicrosofl, Customer will recelve a conlirmation copy.
Mlctosoft Corporatlon
Depl, 551, Volume Llcensing
6100 NellRoad, Sulle 210
Reno, Nevada 8951 1-1137
USA
Name of Entlty (must be legalentily name)*
Signaturei
Prlnted Flrst and Last Name*
Printed Tltle
Slgnature Date'
Outsourcer
ProsramSignForm(MSSisnxNA, LalAm)ExBRA(ENGXOcl2019)Page 2 ol2
Document X20-1284 5
I
I
l\/lirr r, :,r;r;,iri Volu trr r-: I i cc,:r r:;itr 11
Rtvco-8084445-M-
AMD2
Amendment to Contract Documents
8084445AgrE€meot Numbor
Thls amendment ("Amendment") ls entered into between tho parlies identilied on the attached proglam
signature form. lt amends tho Enrollment or Agreement ldenlilled above. Allterms used butnot dsfined
in lhis Amendment will have the same meanlngs provided ln lhal Enlollm€nt or Agreemenl,
ltlicrosoft Services Amendment to the Enterprise Enrollment
Federal, State and Local Government & Public Educational lnstitutions
Enrolled AIfiliat6 js ordering Professlonal Services described ln the attached Slatement of Servlces
(SOS) ln cpnnection with the Producls licensed by Enrolled Afliliate under the Enrollment. The parties
agrse lhat the Enrollment ls amended to add the following lerms that shall apply lo lhe services
descrlbed in the SOS.
Terms and Conditions
1. Dellnltlonq, All terms defined ln lhe Agreemenl and ths Enrollmont shal) apply to thls Amendhent
unless olhenrlse stated, Addltional terms are dolined as follows:
"customer" meahs lhe l6gal€nlity that has enlered lnto lhe Agreement;
"crlstomer oata" ineans all data, including all text, sound, software, imags or vldeo liles lhat are provlded
to l\4laroson by, or on b€halfof, Customer and lls Atlillates ln connBctlon wlth Professlonal Servlces:
"day" means a calendar day, except reler€nces that speciry "business day':
"Flx" or "Flxes" mesns Producl fix6s, modificalions, enhancemenls, or thelr detlvEtives, lhat Microsolt eilhef
releases generally (such as Productservlce packs)or that lvllcrosofl provides to Customer when performing
Professlonal Servlces lo addr€ss a specilic issue (including, but not limlted lo, workarounds, patchesr bug
fixes, beta tixes and bota bullds)i
"Mlcrosoft" means lhe Mlcrosoft Afflliate lhat has enlered lnto the Agreement and its Affiliales, as
appropriate;
"Pre.Exisllng Work" moans any computer code or malorials dev€loped or olherwise oblained lndependenlly
oflhe €fforls ofa party under a Statemenl of s€rvices;
"Professlonal Servlces" means all Product supporl 6ervlces and Mlcrosofl consultlng servlces or
advice provided lo Cusiomer under lhis Amendment. "Prolesslonal Services" does not lnclude Onllne
Servicesi
"Servlce Dellvorables" m6ans any compuler code or malorials, olher than Ploducls or Fixes, lhal Microsoff
leaves wllh Customer at the conclusion ot Microsotl's performsnce ol the Profes$ional Servlcesi
"Statom6nt ofServlces" means any work orders, servlces descriplions, or olher descrlplio n of Professional
Servlces that incorporates this Am6ndmenl;
BDAmendmentrApp v4.0
Pags 1 016
C.TIT,4 FW(.CTC AGR
"Trado Secret" mean$ inlormation thEt is not generally known or readily ascedainable to the public, has
economlc value as a r6sull, and has been subjecl to reasonable stops under lho clrcumslances to mainlain
its secrecy;
'use" or,run" means lo copy, lnstall, uss. access, dlsplay, run or othoMlsg lnteractwllh;
"Volume Llcenslng Slte" means htlpi//www.nlicrosoll.com/licollsinq/conlracts or a suocessor site
2. Serylces, The precise scope of the Professlonal Services will be speclfied ln a Sialement of Services,
Customer or any of Customeas Affiliatss may enler into Slatements of Services under this Amendment '/ th
Microsoft's local AmIates. Mlcrosotl's abllily to deliv€r the Professional Seruices depends upon Customer's
fulland limely cooperalion, as wellas the accuracy and completeness of any informatlon Customer provldes.
Thls Agreemenl does not obligate either party or its Aflillales to enter lnto any Stalemenls of Servlces.
3, Use, ownershia ghlsandrest cllons,
Producfs. Unless otheMise specilled in the Enrollmenl, use of any Product is governed by the Use
Rlghts speclfic to each Producl and version and by the terms of the applicable license agreement.
b. Fixes and Servlces Dellvehbles.
,. FlXeB. Each Flx is lic€nsed under lhe same terms as lhe Product lo which lt applles. lf the
Fix is not provlded for a speclflc Product, eny use lerms Mlcrosoft provides with the Fix will
apply. ll no use terms are providad, Cuslomer shall have a non'exclusive, p6rpetual, Iully
pald-up liqense t0 use and reproduce the Flx solely for lts lnternal business purposes.
Customer may not modily, change the lile name orcombine any Fix,,flith any non-Microsoft
compuler code, except es expressly permilted in lhe Agreemenl.
Prc.ExlsllngWork, All rights in Pre-Existing Worl( will remain the sol6 properiy ofthe pany
providing th6 Ple-Exlstlng Worl(. Each party may use, reproduce and modify lhe olher
parly's Pre-Exlstlng Work only as n€eded to perlorm obllgations related to Prolesslonal
Services.
lll, Serylcos Dellverabres. Upon payment in lull, Microsoft grants Customer a non-oxqlusive,
non-lransferable, perpelual license to reproduce, use and modify the Services Deliverables
solely for Customer's internal bu slness purposes, subjBcl tQ the lorms and condltions in this
Amendment,
lv. A iliate6' rlghts. Customer may only sublicense ils rights in Services Dellverebtes and
Sample Code granted hereunder to ils Atfliates, bul Custome/s Affillates may nol
subllcensa these righls. Cuslomer is rssponslble for ensuring lts Afflliales' compliance wlth
thls Amendmenl.
Non.Mictosoft soflware and teclmology. Customer is solely responsible for any non-Microsoft
soFtware or technology thal Cuslomer inslalls or uses wilh the Products, Fixes or Services
Deliverables. Cuslomer may not inslall or use non-Microsoft softwaro or technology ln any way lhat
would subject Microsoft's intelleclual properly or technology lo obllgetlons beyond lhose included in
lhis Amendment.
d. Sample Code, Upon payment in tull, Nlicrosoft grants Customer a non-exclusivs, porpetual, non-
transferable license to use and modlfy any Software code provided by Microsoft for lhe purposes of
Illustration ("Sampls code") and to reproduce and distribute lhe objecl code form of the Sample
code for Customer's internal busln€ss prrrp9ses only and not to any unaFflllalsd lhlrd party.
R6slrlcalors o, l]se, Customer m usl not (and is not liconsed to) (1 ) reverse enginoer, de-complle
ordisassemble any Product, Fix or Service Delivereblei (2) install or use non-Microsolt software or
technology in any way lhat would sublecl Mlcrosoft's intellectual prop€rty or lechnology to any other
license termsj or (3) work around any technical limitalions in a Producl, Fix or SeNlces Dellverable
or reslrictlons in Product documenlation. Except as expressly permitted in this Amendment or a
slat6menl of SeNices, Customsr must nol dislrlbule, sublicense, rent, lease or lend any Product,
Fix or Service Deliverablo, in whole or ln parl, or uso lhem to otf6r hostlng services to a lhjrd party.
AmendmenlApp v4.0 CTIM.FW(-CTC.AGR
a
ll
BO
Page 2 ol6
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I
I
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I
I
I
conlldential lnformatioh doos nol lnclude information that (a) bgcomes publlcly avallablo without I breach of
thl6 Amendmenl, (b) the receiving party recelved lawfully from anolher source without a confldenllality
obligalion, (c) is lndependenlly d€veloped, or (d) is a commonl or suggesllon volunleered about the other
party's business, products or servlces.
f. Resorvstion ofRMts. Producls, Fixes, and Servlc€ Deliverables are prolocted by copyright and
olher inlellectual property rlghls laws and international treaties. Microsoft roserves all righls not
oxpressly grant€d ln thls Agreement. No ights wlllbe granted orimplied by waivsr orestoppel.
g. Supportah Ly of Products. Suppod for Producls ls avallable under lh€ lerms of a licenslng
agreemenl, a separato Statement of Services or under the tetms set forth at
hllp://stlpr)orl.nllcrosofl .corn or a successor sit6.
4- confldentlallty, Subject to th6 requiremenls ofCustomer's public records and trade secrellaws (if any):
"Conlidentlal lnformalion' ls non-publlc lnformalion that is deslgnated "conlidential" or thal a reasonable
person should understand ls confidentlal, and the telms of this Amendment, lt lncludes, but is not limiled to,
non-public informalion regarding eilhBr party's products, [eatures, markeling and promolions, and lhe
negoliated terms of any Statement of Services.
Each party wllltake reasonable sleps to protectthe other's Conlidenlial lnformallon snd wlll use the olher
party's Conlidential lnformalion only for purposes of lhe parli€s' buslnoss relalionship. Neither party will
disclos6 that Conlidential Informallon lo thlrd parties, oxceptto its employees, Afflllales, conllactors, advlsors,
and consullants (colleclively "R6presentalives") and lh€n only oh a neod"to'knowbasls, under non-disclosure
obl,galions at least as proteclive as this Agreement. Each party remains responslble lor the use of the
Conlldential lnlormatlon by lls Reprosentatives and, ln tho ovent of discovery of any unauthorized use or
disclosure, must promptly notlfy lhe olher party.
A party may disclose the olher party's Conlidential lnformation if required by law; bul only after lt nolifles the
other party (if legally pelmlssible) to enable the other pady to s6ek a protecllve order.
Neither party ls r€quired to restrlct work assignments of its represBntalives who have had access to
conlidential lnFormallon. Each pany agreos lhat use of information ln represenlatives' unaided memories ln
lhe developmenl or d6ployment of th€ partles' respectivo products or servlces does not create liabilily under
lhis Amendment or Trad€ Seprol law, and each party ag16e3 to limit what it discloses lo lhe olhsr Eccordingly.
TheB€ obllgallons apply for a perlod of five years attsr the confidenlial information ls lecelved.
5. comp ance wlth appllcablo laws, prlvacy and secu ty,
a. CustomBr consents lo lhe procossing of personal iniormatron by Microsofl and its agenls to facililale
the subject matter of ihls Amendment. Customer wlll oblain all requked consents from lhlrd parlies
(lncludlng Custom€r's contacts, resollers, distributors, admlnlskators, and employees) under
appllcable prlvacy and data proteclion law before providing personal in,ormallon to i,licrosoft.
b. PBrsonal informalion collecled through Professional Sorvlces (i) may be lransferred, stored and
procegsed ln the Uniled Slates or Eny olher country in which Mlcrosolt or its oontractolS mainlain
faciliti€s and (ii) wili be subjecl to lhe privacy terms specilied in the UsE Rights. Microsofl willabide
by lho requlrements of European Economlc Area and Swlss dala protection law regardlng the
collection, uge, lransler, retentioh and processing of personal dala from the European Economic
Area and Swltzerland.
U.s. Export. Microsoft Products, Flxos and s€rvicss D€liverables are subiect to U.S, export
jurlsdiction. custom€r must comply wilh all appllcable lnternational and nalional laws, lncluding lho
U.S. Export Admlnislrallon Regulations, the lnternational Tratlic ln AIms Regulalions, and end-user,
end use and destinalion restriclions by U.s. and other govornments relaled to Mlcrosoft Products,
servlceg, and l€chnologles.
6. Wafiantles.
c
ADAmendmenlApp v4.0 CTIlI,FWK.CTC.AGR
Page 3 ol6
a,Llnllod warrantlos and remedles - Prcfessrora, Seryrces. Microsoft warrants thal lt will pBrlorm
Professional Services with prolessional oare and sklll. lf [ricrosoft fails lo do so, and Customer
nolifi€s Microsoft h,ithin g0 days of the date the Prolessional Services were performed, lhen
Mlcrosoft wlll, at lts dlscrell9n, eilher re-pertorm the ProfBSSional Sorvices or retum tho pric€ pald
for lhem. These remedies are Customer's sole remedles for breach of warranlles ln lhls sectlon.
Customer waives any breach ofwarranly clalms not made during the warranty period.
b, Excluslons, The warrenlies ln this seclion do not cover problems caused by accldent, abuse or
use in a manner inconsistent with this Amendment, including lailure lo moet mlnimum syslem
requirements. Those warrantios do nol apply to free, trial, pre-release or beta Products oI to
compononts ol Products that Cuslomer is perml(ted to redistribule. DISCLAIMER. Excopt for the
llmlted warrantles above, Mlc106oft provlde8 no othor warrantlos or condltlonB ard dlsclalms
any other expross, lmpllod or slatulory warrantlos, lncludlng warJanlles of quality,
morchantablllty, fltness lor a pattlcular purpose,litle and non-infringement.
7, Detensa of thlrd-party claitns,
To theexlenl not ptohibited by applicable law, tho partios willdelend each otheragalnstthe lhird-party claims
dsscribed in lhis socllon and will pay lhe amounl of any resulring advelse flnal judgment or approved
selllemenl, but only lfthe defendlng party is promplly notiRed in wriling oFlhe clalm and has tho rlghl to conlrol
the defense and any sBlllemenl ol it (subject lo (subject to 28 U.S.C. S 516 ls Customer is I Federal
Government agency). Th6 party belng defended musl provide the defending party wilh all requested
assistance, lnformalion and euhorlty. The defending party will reimburss lhe olher pady lor r€asonabl€ out-
or-pocket expenses it lncurs in provlding asslstance, This section describes the parties' sole remedies and
entire liability tor such claims
By Mlcrosoft, Mlcrosoft wlll defend Customer againsl any lhird-party claim to lhe extsnt it alleges
that any Fix or seNices Delivereble made Evallable by llllcrosotl for a le8 and us€d wllhln lhe scope
of Seclion 3 of lhir Amendment (unmodiliod Irom lhe form provlded by Microsoft and not combined
wilh anylhing else) misappropriates a kade secret or diroclly lnfringes a patent, copyrlght, or
trademark or other proprleiary rlght of a thlrd parly. ll Mlctosott ls unable lo resolve a claim ol
lnfringoment under commercially reasonable terms, lt may, at lts option, elther (1) rhodity or replace
lhe Flx or Services Dellverable wilh a functional equlvalent; or (2) terminale Customer's lic6nse and
r€fund any f€es paid for such Fix(es) and S€rvlces Deliverable(s), Microsoft will not be llablB for
any alaims or damSges due to Cuslome/s contlnued use of I Product, Fix or Sorvices Deliverable
after being nolilled to slop due to a lhird"party cl8im.
b. By Customor. To the extent permitled by applicabl€ law, Customsr will defend Mlc.osoft
agalnst sny third-party claim to the extenl li alleges lhat Customeis use of any Fix or Serylces
Doliverable alone or ln combhatlonwllh anythlng else, vlolales the law ordamages a lhird party.
c. Notwithstanding lhe foregolng, Mlcrosott's righls sellodh in lhis section (and lhe rights of the
third party claiming infringement) shall be governed by th6 provisions ol 28 U.S.C, S 1498, if
Customer ls a Federal Government agency,
B. Llmltatlons of llablllly.
Each parly's maximum, aggregale liability to lhe other i3 limlted to direct damages finally awarded in
an amount not lo exceed lhe amounls Customer was required to pay [or lhe applicable Stalemenl of
SeNices, subject to the followlng.
a. Free Professional Servlces and Distributablo code. For Professional Services provided froe
of charge and code lhal Customer is authorized to redislribule to third parties withoul a separale
payrnenl lo Mjcrosoll, Microsofl's liabilily is limited to direcl damages finally awarded up lo
us$5000.
b. Exclusions. ln no event will elther party bs liable for any lndirect, incldental, special,
punitivo, or consequentlal damages, or for loss of use, loss of businoss information, loss
of rovenue, or lnlerruptlon of busln€ss, howov€r caused oI on any theory of llablllty.
c. Exceptlons. No limilalion or exclusions wlll apply to liability arlsing oul of ellher party's (1)
confidenliality obligations (except for all llabllily related to Customer Dala, which wlll remain subject
AmendmenlApp v4.0 C IiV.FW(.CIC.AGR
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to lhe limilations and exclusions above); (2) detense obligalions: or (3) violalion of the other party's
inlellectual properly righls.
9, Tem and termlnatlor. This Amendmenl will remain in eff€ct until l€rminaled.
Eilher parly may tsrminate this Amendment al any time without c8use by giving the other party at leasl 60
calendar days prior wrltlen notlce. Terminating lhis Am€ndm€nt will not affecl any existing Statements of
Servlces but will torminaie the abillty of the parlles to onter into subsequenl Staloments of Services.
Customer may termlnate a Slatement of Services upon 30 days' notica. Elther party tq the Statement 0f
Sorvlces may lermlnalo it il lhe other party ls ln malerial breach or default ol any obligation that is not culed
within 30 calendar days' nolice ol such breach. Mlcrosoft may termlnale I Slatement of SBrvices if Customer
falls to pay any invoice that ls more lhan 60 days outstanding, Customer agrees lo pay all fees for
Professionsl services performed and expBnses incurred prior to lermlnation snd any additional amounls that
may be specilled in a Slalemenl of Services. Upon Mlcrosofl'E r€celpt of paymenl for lho Proles6lonal
Servlces, cqstomer's lnleresls ln the Services Deliverables willvest.
10. Mlscellaneous.
Notrces. Nallces must be sent lo lhe address on lhe slgnalure page of lhls Amendment or on an
applicable Stet€ment sf ServiQes. AII nolic€s, aulhdrizallono, and rBquests givqn or made ln
connection wlth thls Amendmenl must bo In writlng and will be kealed as deiiversd on the dale
shown on tlre relurn receipt or on the courlel or fax bonlirmallon ol dellvery. Microsoft may provide
Informatlon to Customer about upcomlng odering deadlines, servlces and subscription information
in eleclronic form, including by email to conlacls irovided by the Cusiomer, Emails wlll b6 kealed
as delivered on the transmlsslon dale,
b, Appllcahle law; dlspute resolutlon, This Amendment togelher with the applicable Slatement of
Servlces wlll be governed by the laws set forlh ln the Agreement.
c. sovarablllty. lf any provlsion oI thls Amendmenl is held 1o be unenforceable, lhs balance of lhe
Amendment wlll remgln ln full force and etfect.
d, Walvet. Fsilur€ to snforce any provision ofthls Amentjment will not conslilute a waiver, Any waiver
must be made in writing and signed by an authorized represenlatlve of lhe waiving party.
o. Su|lval. All provisions survive t6rminallon or sxpkatlon of thls Amsndment, oxcept thoso fequlrlng
performance only during lhe term of a Statement of Servlces.
f. Microsoft as lndependent contraclot. Th6 parties are lndopendent conlractoE. Customer and
l\4icrosoft each may develop products lndependently wllhout uslng the othels Confld€nllal
lnformstion.
g, Use of conttaclots. Microsoft may us€ conlractors lo perform Professional Ssrvices but will be
responsible forlhelr peaformance subject to the terms of lhis Amsndment.
h. lnsuranca whlle performlng Prcfesslonal serulces o,, Cosromer's promrses. Mlcrosoft will
mairitain lndustry-approprlate insurance coverage at all tlmes when performlng Professional
Servicss on Customer's premlses under lhls Amendment via commercial lnstlranco, 6elt-lnsurance,
or any olher slmilar risk linancino alternative. Microsoft wlll provldo Customer wlth evldenco of
caverage on request.
i, Amendments. Any modiicatlon to this Amendment must be execuled by bolh parties, except lhat
lyllcrosotl may cha[ge lhe Producl Terms and Use Rlohts ln accordance with lhe t6rms of lhe
Agreemenl. Any additional or contlicling terms and conditions conlained ln Cuslomer's purchase
order are expressly rejected and \,vill not 8pply,
J. No transfer ol owrorshrp. Mlcrosoft do€s not transler ownarshlp rights in any Product. The
Products are protected by copyright and other intellectual property rights, lav,,s and internalional
treatles.
AmendmenLApp v4.0 CTiI.FW(.CTC-AGR BD
Pag6 5 of6
k. Professlonal Sgtylces paymontterms, Customer agrees to pay all fees in a Stat8ment ot Servlces
wilhin 30 days ofthe date of l\rlcrosoft's lnvolce unless the Slatem6nt of S€rvlces provldes otherwlse,
Microsofl may ass€ss a finance charge of the lesser ol18% per annum, accrued, calculaled snd
payable monthly or lho hlghest amount allowed by law on all past due amounts due to Microsofl.
Microsoft will have no obligalion to conlinue to provide Professlonal S€Nicos if Customer fails 1o
make limely payment.
Iaxes. lf any amounts are lo bB pald lo Mictosotl, lhe amounts owed are exclusive of any
taxes. Customer shall pay all value added, goods and servicos, sales, gross rec€ipts or other
transaction tax€s, foes, charges oI surQharges or olhersimilar taxe6, chares or [e€6 or any regulalory
co8l recovery and olh6r sUrcharges lhal are owed under lhis Amendment and whlch Microsoft Is
permitted to collect from Cuslomor. Cuslomer shall also be responsible for an appllcable slamp
tsxes and for all other taxes lhat lt ls legally obllgated lo pay, lncludlng any taxes that arls€ on the
dlslrlbution of provlslon of Prolesslonal Servlces by Customer lo lts A,filiates, Microsolt shall be
respooslble for payment of alllaxes based upon ils nel income, gross receipls taxos imposed in lieu
ol taxes on lncome or prolils, or taxes on Microsott's proporty own6rship.
ll any laxes are requir6d lo bs withheld on payments made to Microsofl, Customer may deduct such
taxes from th6 amaunt owed and pay them lo lhe appropriate tExlng authorltyi provided however,
lhat Cuslomer 6hall promptly secure and deliver an ofljcial receipt lor lhose wihholdings and olher
documenls reasonably requsstod by MlcrosoFl lo clalm a loro,gn tsx cr6dlt or refund. Customer wi
ensure lhat any taxes withheld aro manlmized to lhe exlent posslble under applicable law.
i,r. No thlrd.party beneficiaries, This Amendmenl does nolcreate and third-party benericiary righls
Excepl for changes made by lhis Amendment, lhe Enrollment or Agreemenl identilied above remalns
unchanged and ln full force and eflect. lf there is any conlllcl belween any provision in this Amendmenl
and any provlsion ln lhe Enrollmenl or Agreement identified above, lhls Amendment shall conlrol.
This Amendment must be attached to a signature form to be valid.
Microsoft lnternal Use Onl
-Consulting Servlces Amendment for EA
Attach.docx
CTM CTI\4-FWI(.CTC-AGR BD
Am€ndmenLApp v4.0 CTM,FW(,CTC AGR 8D
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AGREEMENT # ITARC.OO935
LICENSED SUPPORT PROVIDER (LSP)
AGREEMENT No. ITARC-00935
For
MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO.8084445
BETWEEN
COUNTY OF RIVERSIDB
And
SOFTCHOICE CORPORATION
This Agreement is entered between the COUNTY OF RIVERSIDE. a political subdivision of the
State ol California. (herein referred to as "COUNTY"). and Softchoice Corporation, a New York
Corporation authorized to conduct business in the State of California (herein referred to as "LSP") of
Microsoft Licensing Solution Provider. effective from November 0'1.2024 and continues in effect through
October 31.2027. based on LSP's response to RFQ no. ITARC-532 for Microsoft products and services
under Microsoft EA no. 8084445. The parties agree as follows:
l. A ll Terms and Conditions of this Agreement No. ITARC-00935 shall govern purchase of M icrosoft
products and services under Microsoft EA no. 8084445 by County through the LSP.
,,Period of Performance:
This Agreement shall be eft'ective from November 0 L2024 and continues in effect through October
31.2027. with the option to renew lor an additional three-year period expiring on October 31.2030.
with no obligation by the County ofRiverside to purchase any specified amount ofgoods or services.
In addition, the County may at any time choose to transfer the enrollment from one LSP to another
LSP pursuant to the transler terms set by Microsoft.
The period of performance for the enrollment with the LSP may be for up to a three-year term with
the option to renew the enrollments with contracted LSP through the LSP contract expiration date.
Compensation
The COUNTY shall pay the LSP for products at the cost as stated in Exhibit A. incurred in
accordance with the terms of this Agreement. The COUNTY is not responsible for any fees orcosts
incurred above or beyond the contracted amount and shall have no obligation to purchasc any
specified amount of services or products.
Non-Appropriations: The COUNTY obligation for payment of this Agreement beyond the current
tiscal year end is contingent upon and limited by the availability of COUNTY funding from which
payment can be made, and invoices shall be rendered "monthly" in arrears. In the State of California,
Government agencies are not allowed to pay excess interest and late charges, per Govemment Codes.
Section 926.10. No legal liability on the part ofthe COUNTY shall arise for payment beyond June
30 of each calendar year unless funds are made available for such payment. In the event that such
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AGREEMENT # ITARC-00935
frrnds are not forthcoming tbr any reason. COUNTY shall immediately notify CONTRACTOR in
writing: and this Agreement shall be deemed terminated. have no further force, and efflect.
Hold Harmless/Indem n ification:
4.1 LSP shall indemnify and hold harmless the County of Riverside. its Agencies. Districts.
Special Districts and Departments. their respective directors. officers. Board of Supervisors,
elccted and appointed oflicials. employees, agents and representatives (individually and
collectively hereinafier referred to as Indemnitees) from any liability. action, claim or damage
whatsoever. based or asserted upon any services. or acts or omissions. of LSP. its oificcrs.
employees. subcontractor. agents or representatives arising out of or in any way relating to this
Agreement. including but not limited to property damage. bodily injury. or death or any other
elcment olany kind or nature. LSP shall defend the Indemnitees at its sole expense including all
costs and fees (including. but not limited. to attorney fees. cost of investigation. def'ense and
settlements or awards) in any claim or action based upon such acts. omissions or services.
4.2 With respect to any action or claim sub.ject to indemnification herein by LSP. LSP shall. at
their sole cost. have the right to use counsel oftheir own choice and shall have the right to ad.just.
settle. or compromise any such action or claim without the prior consent of Countyi provided.
however. that any such adjustment, settlement or compromise in no manner whatsoever limits
or circumscribes LSP indemnification to Indemnitees as set forth herein.
4.3 LSP obligation hereunder shallbe satisfied when LSP has provided to County the appropriate
form of dismissal relieving county from any liability for the action or claim involved.
Termination:
5.1 County may terminate this Agreement without cause upon thirty (30) days written notice
served upon the LSP stating the extent and elfective date of termination.
5.2 County may. upon five (5) days written notice terminate this Agreement for LSP default. il
LSP refuses or tails to comply with the terms of this Agreement or fails to make progress that
may endanger performance and does not immediately cure such failure. In the event of such
termination. the County may proceed with the work in any manner deemed proper by County.
5.3 LSP rights under this Agreement shall lerminate (except for fees accrued prior to the date of
termination) upon dishonesty or a willful or material breach of this Agreement by LSP: or in the
event of LSP unwillingness or inability for any reason whatsoever to perform the terms of this
Agreement.
Alteration or Changes to the Agreement
The Board of Supervisors and the County Purchasing Agent and/or his designee is the only
authorized County representatives who may at any time, by written order, alter this Agreement. If
any such alteration causes an increase or decrease in the cost of. or the time required for the
perfonnance under this Agreemerrt. an equitable adjustment shall be made in the Agreement price
or delivery schedule. or both, and the Agreement shall be modified by written amendment
accordingly.
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AGREEMENT # I1'ARC.OO9].S
7. Noticcs
All correspondence and notices required or contemplated by this Agreement shall be delivered to
the respective parties at the addresses set fbrth below and are deemed submitted two days after
their deposit in the United States mail, postage prepaid:
LSP
Softchoice Corporation
Attn: William Miller
3 l4 W Superior St. Suite 400
Chicago.60654
wil liam.mi I ler@softchoice.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 cost and expense. the following
insurance coverage"s during the term of this Agreement. As respects to the insurance section only,
the COUNTY herein refers to the County of Riverside. its Agencies. Districts. Special Districts.
and Departrnents. their respective directors. officers. Board of Supervisors. employees, elected or
appointed officials, agents. or representatives as Additional Insureds.
A. Workers' Compensation:
ll'the LSP has employees as defined by the State of California. the LSP shall maintain statutory
Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of
Califbrnia. Policy shall include Employers' Liability (Coverage B) including Occupational Disease
with limits not less than $ I .000.000 per person per accident. The policy shall be endorsed to waive
subrogation in favor of The County of Riverside. Policy shall name the COUNTY as Additional
lnsureds.
B. Commercial Gencral Liability:
Commercial General Liability insurance coverage. including but not limited to. premises liability,
unmodified contractual liability. products and completed operations liability, personal and
advertising injury. and cross liability coverage. covering claims which may arise from or out of
[-SP'S pertbrmance of its obligations hereunder. Policy shall name the COUNTY as Additional
Insured. Policy's limit ol liability shall not be less than $2,000.000 per occurrence combined single
Iimit. Ifsuch insurance contains a general aggregate limit. it shall apply separately to this agreement
or be no less than two (2) times the occurrence limit. Policy shall name the COUNTY as Additional
lnsureds.
C. Insurance Rcquirements for IT Contractor Services:
COUNTY
Riverside County Infbrmation Technology
Attn: Procurement Contract Specialist
3450 l4th Street
Riverside. CA 92501
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AGREEMENT # ITARC.OO935
Cyber Liability Insurance. with limits not less than $2,000.000 per occurrence or claim, $2.000.000
aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is
undertaken by LSP in this agreement and shall include, but not Iimited to, claims involving
infringement of intellectual property. including but not limited to infringement of copyright,
trademark. trade dress. invasion of privacy violations. information theft. damage to or destruction
of electronic information. release of private information. alteration of electronic information,
extortion and network security. The policy shall provide coverage for breach response costs as well
as regulatory fines and penalties as well as credit monitoring expenses with limits suf'ficient to
respond Io these obligations.
If the LSP maintains broader coverage and/or higher limits than the minimums shown above, the
County requires and shall be entitled to the broader covcrage and/or higher limits maintained by
the LSP. Any available insurance proceeds in excess ofthe specified minimum limits ofinsurance
and coverage shall be available to the County. Policy shall name the COUNTY as Additional
Insureds.
D, General Insurance Provisions - All lines:
l) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State
of California and have an A M BEST rating ofnot less than A: VIII (A:8) unless such
requirements are waived. in writing, by the County Risk Manager. If the County's Risk
Manager waives a requirement for a particular insurer such waiver is only valid for that
specific insurer and only for one policy term.
2) The LSP must declare its insurance sell'-insured retention for each coverage required herein.
Ifany such self-insured retention exceeds $500.000 per occurrence each such retention shall
have the prior written consenl of the County Risk Manager belore the commencement of
operations under this Agreement. Upon notification of self-insured retention unacceptable
to the COUNTY, and at the election of the Country's Risk Manager, LSP'S carriers shall
either: I) reduce or eliminate such self-insured retention as respects this Agreement with
the COUNTY. or 2) procure a bond which guarantees payment of losses and related
investigations. clairns administration, and defense costs and expenses.
3) LSP shall cause LSP'S insurance carrier(s) to fumish the County of Riverside with either
l) a properly executed original Certificale(s) of Insurance and certified original copies of
Endorsements effecting coverage as required herein. and 2) if requested to do so orally or
in writing by the County Risk Manager, provide original Certified copies of policies
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LSP shall procure and maintain for the duration ofthe contract insurance against claims for injuries
to person or damages to property which may arise f'rom or in connection with the performance of
the work hereunder by the LSP. its agents, representatives, or employees. LSP shall procure and
maintain for the duration ofthe contract insurance claims arising out oftheir services and including.
but not Iirnited to loss. damage" theft or other misuse of data. infringement of intellectual property.
invasion ol privacy and breach of data.
AGREEMENT # ITARC-00935
including all Endorsements and all attachments thereto. showing such insurance is in full
force and effect. Further. said Certificate(s) and policies of insurance shall contain the
covenant ofthe insurance carrier(s) that a minimum of thirty (30) days written notice shall
be given to the County of Riverside prior to any material modification. cancellation,
expiration or reduction in coverage of such insurance. If LSP insurance carrier(s) policies
does not meet the minimum notice requirement found herein. LSP shall cause LSP's
insurance carrier(s) to furnish a 30 day Notice of Cancellation Endorsement.
4) ln the event ofa material modification. cancellation. expiration. or reduction in coverage.
this Agreement shall terminate forthwith. unless the County of Riverside receives. prior to
such elfective date. another properly executed original Certificate of Insurance and original
copies of endorsements or certified original policies. including all endorsements and
attachments thereto evidencing coverage's set forth herein and the insurance required herein
is in full force and efl'ect. LSP shall not commence operations until the COUNTY has been
t'urnished original Certificate (s) of Insurance and certified original copies of endorsements
and if requested. cerlified original policies of insurance including all endorsements and any
and all other attachments as required in this Section. An individual authorized by the
insurance carrier to do so on its behalf shall sign the original endorsements for each policy
and the Certificate of Insurance.
5) lt is understood and agreed to by the parties hereto that the LSP's insurance shall be
construed as primary insurance. and the COUNTY'S insurance and/or deductibles and/or
self-insured retention's or self-insured programs shall not be construed as contribulory.
6) Il'. during the term of this Agreement or any extension thereof. there is a material change
in the scope ofservices; or. there is a material change in the equipment to be used in the
performance ofthe scope ofworkl or. the term of this Agreement. including any extensions
thereoL exceeds five (5) years: the COUNTY reserves the right to adjust the types of
insurance and the monetary limits of liability required under this Agreement, if in the
County Risk Management's reasonable .iudgment. the amount or type of insurance carried
by the LSP has become inadequate.
7) l-SP shall pass down the insurance obligations contained herein to alltiers of subcontractors
working under this Agreement.
8) The insurance requirements contained in this Agreement may be met with a program(s) ol
self-insurance acceplable to the COUNTY.
9) LSP agrees to notily COUNTY ofany claim by a third party or any incident or event that
may give rise to a claim arising from the performance of this Agreement.
9. General:
9.1 This Agreement. including any attachments or exhibits. constitutes the entire agreement of
the parties with respect to its subject matter and supersedes all prior and contemporaneous
representations. proposals. discussions and communications. whether oral or in writing. This
Agreement may be changed or rroditled only by a written amendment signed by authorized
representatives o1' both parties.
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AGREEMENT # ITARC-00935
9.2 This Agreement shall be governed by the laws ofthe State of California. Any legal action
related to the performance or interpretation of this Agreement shall be filed only in the Superior
Court ofthe State of California located in Riverside, California, and the parties waive any provision
of law providing for a change of venue to another location. In the event any provision in this
Agreement is held by a court of competent jurisdiction to be invalid. void. or unenforceable, the
remaining provisions will nevertheless continue in full force without being impaired or invalidated
in any way.
9.3 The fbllowing documents are attached to and incorporated into this Agreement:
Exhibit A: Scope and pricing.
Exhibit B: LSP Reporting of Active Enrollments.
Exhibit C: Microsoft LSP Participation Form.
Exhibit D: Microsoft EA Benefits for Government Agencies.
Exhibit E: Microsoft Enterprise Agreements and Amendments.
El) Microsoll Enterprise Agreement No. 8084445.
E2) Microsoft Select Plus Agreement No. 7756479.
E3) Amendments No. l- EA Custom TennsCTM (Document No. CTM-CPT-OPT-FWK)
E4) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR).
9.4 In theevent of any conflict or inconsistency between the terms and conditions of this
Agreement and any terms or conditions set forth in any of the attachments, purchase order(s). or
other document relating to the transactions contemplated by this Agreement. the terms and
conditions set forth in this Agreement shall prevail.
9.5 This Agreement may be executed in any number of counterparts, each of which will be an
original. but all of which together will constitute one instrument. Each party of this Agreement
aSrees to the use ofelectronic signatures. such as digital signatures that meet the requirements ofthe
California Uniform E,lectronic Transacrions Acr (("CUETA") Cal. Civ. Code S$ 1633.1 to I 633.1 7).
for executing this Agreement. The parties further agree that the electronic signatures ofthe parties
included in this Agreement are intended to authenticate this writing and to have the same force and
ellect as manual signatures. Electronic signature means an electronic sound, symbol. or process
attached to or logically associated with an electronic record and executed or adopted by a person
with the intent to sign the electronic record pursuant to the CUETA as amended from time to time.
The CTJETA authorizes use of an electronic signature fbr transactions and contracts among parties
in California. including a government agency. Digital signature means an electronic identifier.
created by computer. intended by the party using it to have the same force and effect as the use of a
manual signature. and shall be reasonably relied upon by the parties. For purposes of this section. a
digital signature is a type of"electronic signature" as defined in subdivision (i) ofsection 1633.2 of
the Civil Code.
9.6 If the entitv is a corDoration. the sisnatu res of two corDorate officers (the president. vice
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AGREEMENT # ITARC.OOg]5
resident sccreta AS Chief Financial Officer i.e. treasurer or
are reouired on the as ents. The signatures must be in the followins combination: president or
vice nresident and secre rv. treasurer or CFO. For examole. the sisnature of a president and a vice
sident
authorizinq the one o
fllcient. If si ned b a n lution
fflcer to bind the corooration. sisned bv the Bo ard of Directors of the
lf the entity is a limited liability company (LLC). the signatory is authorized signer as set forth
in LLCs operating agreement.
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives
to execute this Agreement.
on IS TC uired. The co
behalf of the tr lt
i\--
must authorize the si ato to sl na reem lrt
SOFTCHOICE CORPORATION.. a New York
Corporation authorized to conduct business in the
State of California.
COUNTY OF RMRSIDE, a political
subd ivision ofthe State of California
By:
Chu ck ashington
Chair of the Board of Supervisors
Dated:
ATTEST:
Kimberly Rector
Clerk of the Board
By:
APPROVED
Minh C. Tran
S TO FORM:
Clo unty nscl
By
By:Jaff Knowlton
Name: J eff Knowlton
Title: SVP Sales and Demand Generation
o,,"0. Jul 3,2024
a
Paula S it ido
Deputy County Counsel
[)ate'd:r\r
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AGREEMENT # ITARC-00935
Bxhibit A
Sco e and rrcrn
LSP's Scone and resnonsibilitics
l. The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider
(LSP) for Microsolt Master Microsoft Enterprise Agreement No. 8084445: Software Licensing.
Soltware Support. Cloud Services such as Azure, lndustry Solutions Delivery (lSD) formerly Microsoft
Consulting Services (MCS). Microsoft Unilled Support and Microsoft incident response. Microsoft
Select Plus Agreement No. 7756479,
The agreement with LSP as a LSP of the Microsoll Products and Services under Microsoft EA No.
8084445 is available for use by the County ol Riverside and governmental agencies within the State of
Califbrnia. The t,SP will serve as the Iiaison between the political entity for enrollments under the
M icrosoft EA.
'l'he LSP agrees to extend the same pricing. tenrs. and conditions to every political entity. special
district. in the State of Calilornia. lt is understood that other entities shall make purchases in their own
name. make direct paymenl. and be liable directly to the LSP oftheir choosing: and County shall in no
way be responsible to any LSP for other entities' purchases.
'l'he Enrolled Affiliate shall work with the LSP to determine the annual payment. true-up commitment
schedule defined in their enrollment.
'l'he LSP will provide reports showing year to date annual spend according to Enrolled Affiliate's
specifications. Frequency will be determined by each Enrolled Affiliate (ie: monthly. quarterly. etc.).
The LSP will provide reports of licenses purchased and added on to enrollment according to Enrolled
Alflliate's specifications. (lntended for an enrollment that has licenses for multiple agencies within a
governmental body - ie county, city, etc.) Frequency will be determined by each Enrolled Atfiliate (ie:
monthly, quarterly. etc. ).
The LSP will provide. at the Enrolled Affiliate's request. a licensing portal that allows the tracking of
licenses beyond the capabilities of the Microsoft VLSC. This portal will show. but nor be limited to.
all licenses on the current enrollment, quantities of said licenses, track licenses at department/agency
levels. transfer licenses to and fiom each department/agency. and have reporting functionalities.
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4' The LSP may renrain the l,SP fbr the Three 3-year duration of the Enrolled Affiliate's Enterprise
Agreement Enrollment. All True-Ups during the 3-year enrollment (orders for new products, etc.) by
Enrolled Af-filiates are required to be submitted only through the Affiliate's selected LSP. Multiple
LSP's cannot service a single Enterprise Agreement Enrollment. Enrolled Affiliate may at any time
choose to transt'er their current enrollment from one LSP to another LSP pursuant to the transfer terms
set by Microsofi.
6. Each Affiliate will communicate to the LSP the compensation terms applicable to their agreement.
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AGREEME-NT # ITARC-00935
10. 'Ihe LSP will provide training to the Enrolled Affiliate's Microsoft administrators on Microsoft portals
such as thc VI-SC. Office 365. Azure. etc. within 30 days of receiving a purchase order for such
products that introduce a new portal. LSP should outline what aspects of training they f'eel would be
hcneficial in their proposal.
ll. The l-SP will provide documentation to the Enrolled Affiliate within 90 days of when Microsoft has
made a change to a license and advise of any grandfather or conversion rights within that same
timelrame.
12. 'lhe LSP will provide a short synopsis ofwhy an amendment is needed and the ramification ofeach
arrendment to an enrollment at the time of such amendment.
13. The LSP will provide an updated price list on an annual basis or when Microsoft changes price point.
whichever is sooner. in an Excel spreadsheet to the Enrolled Affiliate. This price list must capture. at
minimum. the lollowing categories for each product: SKU. product description, MSRP. NET (Level
D). LSP's uplil't and contracted unit price.
14. The LSP shall provide a list of enrollments. The list of enrollments is due 30 days after the contract
signature and on January I 5th 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 rnany agencies within the State of Califomia piggyback offof the Master Agreement.
15. l'he t-SP will be charged I .00%o of the annual enrollment salesamountto leverage the Riverside County
Master Microsoft Agreement No.8084445. and Select Plus Agreemcnt No.7756479. which includes
Software Licensing. Software Support. Cloud Services such as Azure. Industry Solutions Delivery
(lSD). Microsolt Consulting Services (MCS). Microsoft Unified Support and Microsoft incidenr
response. lhis adrninistrative fee will be an annual fee. per enrollment inclusive of Affiliates Shadow
Enrollments.
16. The Servicing I-SP shall provide Microsoft Enterprise Support Services from Microsoft to assist
customers leveraging this contract vehicle in operation ofthe technology acquired and assist Riverside
Master Participants in maximizing the beneflts of this investment.
17. The Servicing LSP shall provide the ability to for the acquisition of Microsolt services as the demand
fbr individual product scrvices or capabilities expand. The servicing LSP shall provide services to
include Microsoft LJnified. Industry Solutions Delivery (lSD). and Microsoft incident response. The
Servicing LSP will have a valid Microsoft Master Services Agreement on file with Microsoft in order
to rescll Microsoft Unified Support. and Industry Solutions Delivery (lSD). Additionally. the
contractor shall provide Microsoft dedicated Technical Support representatives and subject matter
experts provided via the Microsoft enterprise agreement to support and assist Riverside County master
participants in analyzing. architecting. implementing, managing. and operating solutions based on the
licenses previously acquired or to be purchased in accordance with the terms ofthe Microsoft enterprise
licensing program.
9
Rc!rs,on l/06/2011
AGREEMENT # ITARC-00935
t8. LSP will be responsible for submitting a completed "Reporting of Active Enrollments" by January
| 5th of each year for the prior calendar year.
19. The County of Riverside Information Technology (RCIT) will invoice the Awarded LSP annually
based on the enrollments verified from LSP Reporting of Active Enrollments.
20. Payrnent is due to Riverside County Information Technology thirty (30) days lrom invoice date.
21. The administrative fee shall not be included as an adjustment to LSP's Master Agreement pricing.
22. The adrrinistrative fee shall not be invoiced or charged to the Enrolled Alllliate.
23. Administrative f'ee checks shall be submitted to:
Riverside County Information Technology
Attn: Accounts Receivable
3450 l4th Street.4th Floor
Riverside. CA 92501
licvision l/06/2021
10
AGREEMENT # ITARC.OO935
2. License Support Proyider (LSP) Solution Area Specific Capability:
Item Description Price Level Markup 7o
Enterprise Online Services** (including Full USLs. From SA
USLs. Add-ons and Step Ups) M365 E3 and 85. Enterprise
Mobility + Security E3 and E5, Office 365 Enterprise El or
E3, Windows l0 Enterprise E3 or 85.
l,evel D
5.5 0
Enterprise Products (O1fice 365 Pro Plus. Windows l0
Enterprise. Core CAL Suite, Enterprise CAL Suite).l,evel D 5.50
Additional Products (M365 F l. M365 E5 Compliance. M365
E5 Security. Office 365 Enterprise F I . Project Online. Visio
Online Plan I or Plan 2. Dynamics 365. Azure. SQL Server,
Windows Server, etc).
Level D
5.50
Server and Tools Product (applies to Server and Cloud
Enrolhnents only) SharePoint Server, SQL Server. BizTalk
Server. Visual Studio. Core Infrastructure Suites. etc.
Level D
5.5 0
All products tbr Select Plus Agreement No.7756479.8.00
Microsoft tJnified Support Services 7.00
M icrosoft Consulting Services
Microsoft Incident Response 5.50
Solution Area Specific Capability Num ber ('ustomer Size Reference?
2000 |Small to Medium
and Enterprise
Ycs
Number of successful customer production SharePoint
deployments/migrations?
500+Small to Mediunl
and Enterprise
Yes
Number of successful customer production Teams
deploymentvmi grations?
1000+Small to Medium
and tnterprise
Yes
Number of successful customer production Teams
Voice deploymentVPBX migrations?
1000r Small to Medium
and Enterprise
Nunrber ofpeople with specialized expertise on
technologies listed above
1001 Small to Medium
and Enterprise
Rc!rsron l/06/1021
11
Pricins:
l. Microsoft Enternrise License Subscrintion and services
5.50
Nunrber of successful customer production mail
deployments/migrations?
Ycs
Yes
l)xtt nn(l i\rlilicinl lnfclligent Clertifi cd Clompetency (Yes/No)Hourly Rate (On
Premise)
Build lntelligent Apps Yes $250
Build Intellisent Agents Yes $250
Machine Learning Yes $2 50
Intemet of l'hings Yes $250
Cloballv distributed data Yes $250
OSS Databases Yes $250
Cloud Scale Analrtics Yes $250
Data Platfomr Modemization to Azure Yes $250
Windows Server on Azure Yes $150
Security & Managenrent Yes $250
Datacenter Migration Yes $250
Modem Business Intelli gence Yes $250
Copilot Yes $250
Biz Apps
Custonrer Service Yes $250
Field Service Yes $250
Marketins Ycs $250
I itlenl Yes $250
Finance and Operations Yes $250
Business Central Yes s250
Power Apps Yes $250
Power BI Yes $2s0
Apps and Infrastructure
Azure Stack Yes $250
High Perfomrance Compute Yes s250
Cloud Native Apps using Serverless Yes $2s0
Modernize Apps Yes $?s0
SAP on Azure Yes $250
Linux on Azure Yes $250
Dev Ops Yes $250
Business Continuity & Disaster Recovery Yes $250
Windows Server on Azure Yes $250
Security & Management Yes $2s0
Datacenter Migration Yes $250
Modern Workplace
Liser Adoption & Change Manasement Yes $250
Security Yes $250
GDPR & Compliance Yes $2s0
Teamrvork Yes $250
Calling & Meetings Yes $250
lllodern Desktop Yes $2-50
OiIce 165 Migration Assistance Yes $250
Nlail Yes $250
Yes $250
SharePoint Yes $250
One Drive Yes $250
AGREEMENT # ITARC-00935
3. License Support Provider (LSP) service rates:
RL'!rsron l/06/10:l
1,2
Tean'rs
AGREEMENT # ITARC.OO935
Exhibit B
LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name Compony nome
RIVCO
Contract lD T8D
Master
Enrollment
Enrollment
Number:
Enrollment
Entity:
Start
Date:
End
Date:
Annual
Sales
Enrollment
Contact:
Enrollment
Contact
Email:
Enrollment
Contact Tel:
County of
Riverside
xxlxx/
xxxx
xx/xx
/xxxx .John Doe
Revision l()6/2021
13
AGREEMENT # ITARC.OOg35
Exhibit C
MICROSOFT LSP PARTICIPATION FORM
JIT STITH
Chbf hldm.tbr Oilce.I.ARTIN PIREZ. AClo
EnterprBe Apdratlo(ls Sl'roaJ
OARRYL POLX
Chief Tectholooy Oflcer etT GUSTAVO VAZOUEZ ACIO
Cooverg€d CdnmwncaDois BureauTRACY TILLIIATI
Depqty Dicclo Adnfi - lT
AI{T}IONY C}IOGYOJI
Chiet lntb.matio Secur.ty Oficer XARAT{ CHANDRA}i. ACIO
Technol@y ServEes Buaeau
NIicroso LSP Participatiorr Fomr
Atten8on: Lirda Fakhouri
E-rnail : lfekhouri@rivco oro
Pay,menl3hould be made to
Riverside County lnformation Technology
3450 'l4th Strest. Fourth Fbo.
Rive.sil6, CA 9250'l
Cotrrty ol Riverside TIN ,t 9560fi)930
Co.nparry Name Sonchcice Corporation
1.ran.. Wlliam Miller 1nb Public Sector Sales Leader
46a63. 314 W Supsrior St. Suite 400
Cit)4 Chicsoo zpcoa"'60&71 leuptrcrn * (312) 752-3216
Fax a . william.milksr@soflchoice com
The Corrnly of Riversile b th€ host ol the Microsoff ir-!6r AgEerrlent No. 9184445. AI qu€.tiffrs r€gardng
the Foducfs -rd licerBiirg shoLdd be diiedcd to Mhrosoi-
By sigrir€ belotr. I am agre€irE lo pay lhe p-ticipaliqr fees fo. eadt e.rollnert fhC is ost blished by
lever.ging tlE Couity of Rrveniire M6ter Agreemena h accord-Ee to ttE schedrle r€,ererEed ql RFO #
ITARC-005? .id any subs€quent cq{racts ad / o, ariendm€nts.
By srgnrtg belou/, I also agree thal al en.olmeflb wial be submined to Mic,coff drect. to rsporl Grrdknent
aclivity ard comply to lhe peyment schsdulo por RFO * ITARC{Os32 to Riversire County lnlo.mation
Technology-
Please refersoce lhe ,erniltance infoamatirt abc e foa \*reao lo serd ftq Fymerlt Fait re to cornply may
resull in the a*.rd b6ing rescinded.
s(1it^l"/,
Signature
Danielle Ryterband
Oate
Director, legal & privacy office
AJ per
R!vrsion ll)6/l0ll
Tide
1,4
Printed Neme
(R.FQ # ffARC-00532 Aftrchscrt 2)
Complete lhis roam and relum toi
Apr 30,2024
EI
E2
ri3
E{
E5
AGREEMENT # ITARC.OOg35
Exhibit D
Microsoft EA Benefits for Government Agencies
Reduced Paperwork
Reduced number of separate documents to review - by consolidating amendments into a single
document. Many ofthe amendments previously required are now built into the enrollment document.
Customers utilizing the County of Riverside EA Master Agreement may choose either an Enterprise
Enrollment or a Server and Cloud Enrollment (or both) depending on their needs.
Standard Pricing Across all platforms
Microsoft will provide LSP's (authorized EA LSPs on this contract) with Government Level-D,
pricing offofpublished "LSP cost" all platforms. Azure discount is a factor ofthe consumption rate.
This will make it easy when calculating New, Additional product. and True-up purchases at the
beginning or during your Enterprise Agreement Term. It also reduces possible confusion among
partners.
No charge Onboarding Services
Microsoft assisted onboarding is now a benefit of Olfice 365, Microsoft lntune, Azure AD Premium
and Azure RMS. Eligible customers will receive guidance from a dedicated group of onboarding
experts known as the Microsoft FastTrack Center (FTC) to onboard to these services. The FTC uses
an onboarding approach known as FastTrack to help you, your IT Team, and or Partner, confidently
onboard new users and capabilities. Programs are subject to change and/or evolve.
No Charge Security Incident Assistance
Microsolt will engage special security teams in the event ofan exploit ifyour organization leverages
Microsoft security technologies as part of your enterprise agreement commitment. These teams will
help you identity and stop the malicious attack and triage the incident. See your Microsoft Sales
Executive for more details.
E6 Additional Software Assurance benefits
With New Version Rights" you can upgrade each Microsoft product license that is covered by
active Software Assurance to the most recent version for no additional cost. When a new version
of Microsoft Office is released during the term of your agreement. your licenses are
automatically upgraded to the new version.
Rcvrs,o,r l/)6/2021
OfIce Roaming Use Rights: Help expand end-user productivity and extend the value of your
virtual desktop environment with Office Roaming Use Rights. which lets users with Software
15
Raise and lower commitment for hosted services during the Enterprise Agreement Period
You can raise your commitment for hosted services like 0365, CRM. Azure during the current EA
year and only commit to the remaining months in that year. Example: your anniversary for your
Year-2 term is in November and your adding 100 Office 365 users in May. You will only be
obligated to pay for the 6 months leading to your anniversary. Additionally, you can now true-down
hosted services at your anniversary to the original commitment level as well.
ACREEMENT # ITARC.OO9]5
Assurance on Office, Project. or Visio remotely access their software on their virtual desktops
from third-party devices.
Spread Payments: Spread the costs of your License and Software Assurance purchase across
three equal, annual sums versus one up-front payment to help reduce initial costs and aid in
forecasting annual software budget requirements up to three years in advance. When you use the
Spread Payments benefit. no interest or additional fees are incurred. You may also consider
Microsoft Payment Solutions to help finance your technology needs. including software.
services, partner products, and hardware. Although Microsoft Payment Solutions is not part of
Sofiware Assurance, you can choose it separate from, or in addition to. the Spread Payments
benefit to create a customized payment structure.
Step-Up Licensing: Volume Licensing customers with Software Assurance can migrate from a
lower edition to a higher edition software product while maintaining their Software Assurance
coverage on a given product. The Step-up License makes it easier for you to move from a lower
level edition to a higher-level edition without incurring the full cost of licensing two separate
editions of the software.
More information about the Software Assurance by products as listed above can be found at:
https://www. m icrosoft.com/en-us/Licensing/licensinq-proqra ms/software-assura nce-by-
oroduct.a sox?83ff dda 4-a2 63 - 4L23 -97 52 -1t225 38c0a 96=Tru e
Revision l /06/2021
16
ACREEMENT # ITARC-00935
Exhibit E
Microsoft Enterprise Agreements and Amendments
El) Microsoft Enterprise Agreement No. 8084445.
E2) Microsoft Select Plus Agreement No. 7756479.
E3) Amendments No. l- EA Cuslom Terms CTM (Document No. CTM-CPT-OPT-FWK)
E4\ Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR).
Revrsion I()6/:021
t7
Final Audit Report 2024-07-03
Crealed:
By
Status:
Transaclion lD
2024-07-03
Ayesha Jabbar (ayesha jabbar@softchoice.com)
Signed
CBJCHBCAABAAGUFJoSp4J_oW71 cBsYFjmS2-hEocGX
"7. Softchoice Corporation- LSP Agreement no. ITARC-935 (005
) for signature" History
'] Document created by Ayesha Jabbar (ayeshajabbar@softchoice.com)
2024-07-03 - 5:49:00 PM G[4T- lP address: 70.54.79.79
Cl Document emailed to Jeff Knowlton (Jeff.Knowlton@softchoice.com) for signature
2024-07-03 - 5:49:46 PM GMT
Adobe
A<robat Slgn-tr softrhoi*
7. Softchoice Corporation- LSP Agreement no.
ITARC-935 (005) for signature
t Email viewed by Jeff Knowlton (Jeff.Knowlton@softchoice.com)
2024-07-03 - 5152153 PM GMT- lP address: 104.47.74.126
de Document e-signed by Jeff Knowlton (Jeff.Knowlton@sofichoice.com)
Signature Dale: 2024-07-03 - 5:55:47 P[,] GlvlT - Time Source: server- lp address: 72.15.59.2
g Agreement completed.
2024{7-03 - 5:55:47 Ptr.4 G[rT
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aql.Jarltaq/$ oururui]alap ur Jolgpl e lou st]apJo uE ol ,aldde leql qluotu lsrt orld nqf .
crl YMrl',l,JO-.l.dr'Fl.l,J titJ.a)xcop18PuaurvY:l /,lunoa aprslar^rll
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E' I\/icrosofr Volr.rnre l-icensirrg
Enterprise Agreement State and Local
llDl lor I lse with t rcrosoll nrsl)ess AUreertrerrl or Ll[rosoll Brrstrress ir:tl SeI(:cs Ay,Pririprrl
This t,,licrosoll Enterprise A(lreemenl ('Agr€iemenl') is enlered into belween the enlities identilied on the
sigrrature [orm I
Efrective date. l.he elfeclive date of lhis Agieenrent is the earliesl efFeclivs date of any Enrollnent errlered
into under this Agreernenl or lhe dale lvlicrosolt accepts lhis Agreenlent, rvhichever is earlier.
This Agreement consists ol (1) these Agreement lerms ard condilions, rncltlding any atnendments and lhe
signalure [orn] arrd all atlachments ldenlilied therern, (2) the Pro([rcl Ter,ns applicable to Products llcensed
under this Agreernenl, (3I the Online Services Terrns, (4) any Alliliale Enrollment enlered into under thrs
Agreement, an(l (5) any ordet srDnritted under this Aglcemenl.
Please nole: Docurnents relerenced in this Agreemenr butnot attache{l to the signature form may be lound
al Lllrr./,r\,{ww rnicrosoll.corn/|censina/conlfacts and are incorporated in lllis Agreemenl l)y rele.ence,
including the Product Terms and Use Rights. These documenls may conlain addilional lelms and
conditior)s lor ProdrKls licensed under this Agleernenl and may be changed lrom lime lo time. Customer
shoul(l review such documenls carefully, bolh at the time of s'Ening and periodically tlrereatter, and fully
urxlerstand alltefns and condilions spplicable to Producls licensed.
Terms and Conditions
1, Definitions.
"Affiliate' rneans
a. wilh regard to Cuslomer,
(l) any government agency, deparlrnenl, oltice. flrstrurnerrlality, drvision, u it or olher enlity of
the slale or local governrrient lhat rs snpervised by or is parl oF Custornef. ol'v/hich
sUpervises Custonrer or of whiclr Custonrer is a part. or vrhich is under common supervision
r!,/i1h Customer:
(ii) any county. lrorough. comdronweallh, cily. mlrricipality, town, tolvnship. speciel purpose .
distr-rcl, or other similar typil ol governmental instrumentalily eslablished by the laws ol
Custome['s slale and located v./ilhin Customer's slale iurisdiction and geographic
boundaries: and
(iii) any other enlity in Custon)e'r's slale expressly aulhorized by the laws of Customels slale
to purchase under slaie conlracls: provided lhal a slate and ils Afliliates shall nol, lor
pu.t)qses of this defioition, he con!i(lered to be Afliliates ot the federal governnrerll arrd its
Alliliates: and
b. \rilh regard lo lvlicrosoll, a.]y lergal enlily that Microsoft owns, tlrat c'1 ns Microsotl, or that is
un(ler common ownership lrJith Microsofl,
"Custorrler'rnearrs the legal enlily thal has enleled inlo lhis Agreemenlwitll Microsoft.
"CustomEr Data' means all dalb, inclrrarng Jlltext. sound. solhvare, image, or video files lhat are provided
to tMicrosofl by. or on behalf ol. an Enrolled hffiliErte anrl ils Atliliates throuqh use of Online Services.
'day" rneans a calen(lar day, except lor refelences that specifv business day'.
"Enrolled Alfiliale" means an e lily, either Cuslorne, or a y one of CustorrEfs Afliliates lhal has erltered
inlo an Enrollment under lhis Agreernent
Pig+ I ol ll
ljo.rrr nnl X20-1U2Cl:l
l:/(2olflA<rr0rSlsl.(l(Erl(ii(l'loe?Oltj)
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''EIrollmenl" means ll]e docurnenl that an Enrolled Alliliate sutln]ats under lhis Agreemenl lo 0lace orders
lor Proclucts
'Errterprise" means an Enrolled Afliliate and thB Af{rliates for which il is responsitlle and chooses oo its
Enrollmerrl lo inclUde in its e^terpflse
"Fixes'rneans Prociuct lixes, moclificationslor enhancernenls, or their deivatives, thal Microsorl ether
releases generally (suclr as Proclucl servrce'packs) or provides to Customer to address a sDecific issue.
"License" rnea[s the rigl)t to download, insta'll. access anrl use a Product. For cetlain Products, a LEense
rnay be available on a liyed ternr or subscription basis f"Subscription License"). Liceflses {or Online
Servk)es will be considered Subscription Licenses
'Nlicrosoft" nreans tlre Microsoft Alfiliale tlrat has enlered inlo tlris Agleernenl or an Enrollnrenl and its
Alf iliales. as appropriale.
"Online Serviqes" o]eans the lvlicrosolt-hostJd services icte[tified as Online Se ices in the Prodrct Terms.
"Online Services Tenlls' nreans the a<lditiJnal lerms that apply to Cuslonrer's use of Or)line Services
puhlished on the Volume Licensrng Srte and'up(laled l.orn t[ne lo tinre
"P.oduct'means all prodrrcls identilied in the Prod(icl Teons. such as all Software, Online Services and
other well-based services, including pre-reiease or bela versions.
"Producl Terms' fl]eans lhe docurnenl llral piovides inloonation about Microsolt Producls and Prolessional
Services a.railable lhrough volunre licensing. The ProdlDt Terms rlocument is published on lhe Volrrnre
Lacensing Site and is updated.lrorn linre to lime
"SLA" ll]eans Seruice LevelAgreemen(, vrhiCh specifies the n]ininrum seryice level for Online Services an(l
rs pul)lish'?d on lhe Volume Licensing Site,
"Software' means lice^sed copies of lvticlosdlt soflware identilied on the l)rodttcl Terms. Sotlware does nol
include Online ServiDes, but Soltware may be Darl ol an Online Service.
''Software Assurance" is an olFefln(l l)y lvlicrosoft that provides new version.ights and olher lJenelits for
Products as fv(her described io lhe Producl'Terms.
'l lade Secrel" neans information thal is not generally knovrn or readily ascertahable lo the public, has
econornlc value as a result, and has beeo subject to reasonable sleps under the ciriumslaoces lo malnlain
its secrecy. I
''use" or "run' means to copy, rnstall. use, acgess, drsplay, run or otherwise anteracl.
"Use Righls' mesns the use riglrls or lerrns Jl service for each Product pllblashec, on llle Volurre Licensing
Sile and updated from lirne to time. The Use Rights supersede lhe lerrrs of any end user license agreement
tlral acconpanies a Product. The Use Rights fqr Soitware a.e published by Microsoft in the Proaluct l enrrs
The LJse Rights for Online Seryices are published in the Online Services Terms,
"Volunre Ljcensing Sile" nreans hllo:/l!,,rrvr.nllcrosoft.corn/hcensino/conlr.acG or a successor sile
How the Enterprise program works.
a. Geleral. The Enterprise progrSm consisls ol the lenns and cordilions on which an Enrolled
Atfiliate rnay acquire Producl Licenses. Un(ler lhe Enterprise program, Cuslonrer arld ils
Affrfiales m.]y order Licerrses foi ProdLrcts by enterng into Enrollmenls
l), Errollmeots. The Enter ise prograrTr gives Cuslorner and,lor ils Afliliates the ability to enter
inlo one or more Enrollments to order Pro(lucts. Subscription Enrollmenls may be available for
some ol lhese Enrollrne ts. tlolwitlrstanding any olher provislon ol this Agreement, only
Enrolled Affiliates idenlified in a'n Enrollmenl will be respo[sible for cornplying wilh the tenn;
of lhat Enrollrirent, including thb te(ns of tlris A$reement tnsorporated by reterence in lhat
Enrollnrent
FA2l) lCArJr(l rli)Sl (;lliN( j)(Nov2l)1tj!Pnge 2 o, lt
froctmelll X20.1fro!
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c Licenses. The types ol Licerrses availalJle are l1) Licenses ol)lained urder Solt!./are
Assurance (L&SA). and (2) Sr&icliption Licenses. These License lypes, as well as addilional
License Types, are furlher desciibed in lhe Product Lisl.
3, Liccnses for Products.
Liccnse Grarrt. [4icrosofl grarts the Enlerprise, nor-exclusive, vJo(]dwide and limiled nghl
lo do.,/nload, inslall and use software Products, and lo access and use the Online Services,
each in the quantity orderecl under ar Enrollment. The righls granled are subject Io lile lerms
of this Agree[]ent, the Use Rights anrl l[e Prodrict Terms. Microsofl reserves all rights nol
expressly granled in lhis Agreerhent
Ouration of Licensos. Subscriplio.r Licenses and most Sottware Assurance righls are
ternporary and expile,Jhen thd applrcable Enrollnrent is terminaled or expires, roless the
Enrolled Afflliate exercises a buy-out option. which is available lor sorrle suDscriplion Licenses
Except as otheftvise noled in the applicable Enrollnent ()r Use Rights, all other l.icenses
becorne perpetual only ,rrhen all paynrenls lor lhal License have been n]ade and the initial
Enrollmenl le(n has expired.
At)plicahle Use Rlghls.
(i) Products (other than Onlirie Ser vlcesl. TheUse Riohls in etfect orr lhe elfeclive date ol
the allplicable Enrollment Iernl lvill apply 10 Enterprlse's use of the verslon of each Producl
thal is currenl at lhe time. For future versions and new Products, the Us€ Rights in eflect
when lhose versions and Producls are first released will apply Changes Microsolt makes
to the Use Rights tor a partiiular version will no1 apply unless the Enrolled Afliliate clposes
to have lhose changes apply. The Use Rights apDlicable lo perpetual Licenses lhal were
ac(luircd under a previous agreement or Enrollrnenl are delernined by lhe Agreernent or
Enrollmenl un(ler which they were acquired. Renewal ot soltware Assurance does nol
clraf)ge vrrich Use Rights apply to thos€ Licerlses.
{ll) onllne Services. For Online .lervrces, tha Use Rishls in slfect on the subscriplion start
dale willapply lor lhe subsc ption term as delined in lhe Product Tefil)s.
Downgrade rights. Enrolled Afiiliale rnay use all e0rlier versiqn ef a Product olher lharr Online
Servaaes than lhe version that is curent on lhe efreclive date o[ the Enrollmenl. For Licenses
acquired in lhe currenl Enrollmeilt term. the Use Rights for the curre,\lvetsion apply lo lhe use
of ltre earlier version. lf the earlie, Producl ve,sioo includes leatlres thal a.e not io the new
verson. tlren the LJse Rights applicable lo lhe earlief versioo apply wilh .especl to those
features.
New Versioll Rlghts under Soltware ASsurancc, Enrolled A[filiale must order and marnlain
continuous Seftware Assr,;rance boverage for each Llcense ordered. With Soflwale Assurance
6overage, Enterprise autornaticiilly has tlre riglrt to use a rre'.v version ol a licellsed ProdUct as
soon as il rs re lea sed, even rl Enr olled Af[i ale chooses lrot to use lhe new version immedialely
I{i} Excepl as olherwise permiltbd rtnder an Enrollm€nl, useof the new version willlle subiect
to the new velsior]'s LJse Rights
(ii) ll the L icense for lhe earlier version of lhe Product in perpetua I at lhe lime the new ver$ion
rs released, the License for the new version will also be perpelual. Perpettlal Licenses
obtained through Sollv{are Assurance replace any perpetLrat l-ic€nses lor lhe eadier
verslon.
II-icense confirmalion. Thrs Abreement. the applicsble Enrollmeft, Enrollerl Affiliate's olIler
conFirnrataon, and any documentalion evidencing l.anslers ol perpehtal Licenses. logether v,/ilh
prool ol payrJ]ent, will be Enrolled nffiliate's evidence of all Licenses obtained under an
Enrolinrenl
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Pa,lc 3 ol tl
Lrotr,rrrcnt xzu. lrJ209
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E112r)l 640(USISLG(EilGllNov20 I 6r
{1. Reorganizalions, consolidstlons and privatizalio'ls. lf the number o, Lice rrses covered by
an Enrollmenl changes by [lore lhan len percent as a result of (1) a reorsanization.
consolidalior) or privalizaliori oi an entily o. an ope.aling divlsion, (2) a privath;tion ot an
Afailiate or an operalinq division of Enroll€d Afliliale or any of its A[iliat€s, or (3) a consolidatoo
including a rner-(e[ wilh a lhhd parly thal has an exisling agreemenl or Enrollmenl. fulicrosoft
will worl( with Enrolled Alfrliale in good faitlr to dete[nine how to accomrnodale its changed
circumstances in the contexl o, ihis Agteentent.
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Making copies of Ptoducts ancl re-imaging rights.
a. Gc[eral. Errrolled Atfilaate mai n\ake as rnany copies oF Producls, as it needs to distriuute
lhem vr'ithin lhe Enterprise. Copies must be true and complete (inchrding copyright and
tradenlarl rrolrces) fronr nraster copies obtained from a Microsoft apptoved fullillntent source.
Enrolled Affiliate may use a third party lo make these coples, but Enrolled Alf iliate agrees it !.,/itt
be responsil)le [or any third parly's actions. Enrolled Affiliate agrees lo make reasooable eflorls
to nolify rls e|nployees, agents and any olher l]daviduals v,/ho use tlre Ptoducts tllal the
Pro(ltrcls are licensed front Mcrbsoft and subiectto lhe terms of this ngreernent
b. Copies for training/evaluation and back.ul). For all l)roducts olher than Online Services.
Enrolled ,Affiliate rnay: ('1) use ip lo 20 cornplimenla,y copies of an| licensed Pro(luct in a
dedicaterl lrainlng facility on its premises (or purposes of training on tltal parlicular ProdUct. (2)
use up to 10 conrplintentary copies of any ProdUcls lor a 60-day evaluation period, an<l (3) use
ene cornplimentary colry oF any licensed Pjoducl fo[ back-up or archival purposes lot each ol
its distinct !,eographic locations. Trials forOnline Services may be svailable if specilied in lhe
Use Righls
Right to re-image. ln certarn casea, re-imaging is pennilted using the Prod ct tnedia ll the
Microsolt Producl is licensed (1) fronr an original equipmenl manufacturer {OEM}, (2) &s a full
packaged Product throuOlr a relail source. or (3) Un(ler arrolher hlicrosof{ program, llten media
provr(led ur)der lhis Agree )enllrnay generally be used to create irnages for use n Dlace of
coDies provide(l through thal seiarale sorrrce. This right is co ditional Upon the lolloy,/ir'tg:
(i) Separat€ LiceDses nrusl be acquired lronr lhe separale source lor each Producl that t.., re-
maged,
(ii) The Producl lanouage, version, and componenls of the copies rnade rnusl be identicat to
lhe P,o(luct, lEnglrage. version, and all conrpanenls of lhe cgpies they replace an(l the
lurnher ol copies or inslarces of lhe re-nraged Producl pernlitled rentains lhe same.
(iii) Except for copies ol an opelating systern and copies ol ProdLrcts licensed !rrder another
Microsoft program, the Producl lypa (e (. Upgrade or full License) re-inlaged nlusl he
idenlicalto the Product lype licensed frorr the separate source
(iv) Errrollcd Alfiliate musl adhere to any Pr oducl-specrfic processes or reQUiremenls lor re-
amaging i(lentilied ln the Pro(luct Terms.
Re-imaged Pro(lucts remain su[ject lo tlre l€rnrs ar'](l use righls ol the License acquired fron)
lhe separale source. This sullseclion does not create ot exlend any Microsott warranty or
support obligation
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/i Transferring and reassigning Licenses.
a. Liccrrso transfers. License lrahslers are r'rol permilted, except tltat Customer or an Enroled
Affiliate may transfer only fully-plaid perpetrral l-lcenses to:
(i) an Afliliale, or
(ii) a thrrd party solely rn conne{:laon wilh tlre lransFer of hardvrare or enrployees to whollt ll]e
Licenses have been assioned as parl of (A) a prlvatizatlo11 of an Alflliale or agency or ol an
En20 ltl',Ur(US)SLG(El!Gl{ No,/20 I 0)Faqe 4 or lt
Uo(mnc'rr Xl0.l0:?01)
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operaling division ol Enrclled All iale or an Afliliale (13) a reorganization or (Ci a
consolidalion. I
UpoD such transler, Custorner br Enrolled Afliliale must uninstall and discor)tir]Lre trsir'lg the
li(:errsed Ptoducl and render ani coptes unUsable
b. Notllicatloll ol LlceDSe Tra slcr. Etrrolled Afliliate rnust nolify [/icrosolt ofa License lransfer
by cornplellng a licpnse' transfer fornt, whach can be oblained from
httor//wwJ nricrosofl.c onr/lrcenslrr o/cor rlrrcls and senditl O lhe con)pleted lornr to Microsoll
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llelore the License tra sfer. No Licoose lransfer lvill be vald ttnless Enrolled Affiliale provdes
lo tlre lransFeree, and lhe transleree accepts in Lvlitillg, doctrments sofficient to enal)le the
transferee to ascerlain the scoie, purpose arld limitations of lhe rights glanted by i/icrosoll
under the licenses being lransferred (rncludingthe applicable Use Rights, (rse a|ld transfel
restricliDns. v/arranties aId lirnitalions ol liabilily) Any License transier notnradein conrpliance
u/ilh this section will be void.
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lnterral AssigDnrent ot l-ace[ses a d Software Assurance. Licenses and Soflware
Assurance must be assigned lo a single user or device within the Enterprlse. Licenses anl:i
Sol[,rJar€ Assurance may be reassigned wilhin the Enlerprise as described {u the Use Rigl]ts
Term and termination.
a. Ternr. Thetennof this Aoreemdnt \,,/ill be 36 tLrll calendar nlonths [ron] lhe effective dale u lrless
Ierminated by eilher parli 3s described below. Each Enrollment will have the term provided in
lhat Enrollment
b. Tennlnallon wilhollt cauae. Either party ntay terminate lhis Agreement, wilho(It cause, upon
60 days'written r)olic€. ln the eve.ll of lermination, new Enrollmenls v/ill not he accented, btrl
any exisllng Errrollrnenl vill continue lor lhe term of s(rEh Enrollment arld will conlinue to be
governed by llris Agreernenl.
c. Mirl-tcfln te.mlnatlon fot non-hppropriation of Ftrrl(ls. Enrolled Atfiliate n]ay terminate lhrs
Agreemenl or an Enrol[nent y/ithout liabilily. f]enalty or lurther obligalion lo rnake paynlents if
fLrnds lo rnake paymenls under the Agreement or Elrrollment are not appropliated or allocated
by lhe Enrolled Affiliate tor such purpose
(1. Terminatiorr for cause. Withoul limiling any ollrer rernedies il may have, ellher pany rnay
terlTrinate an Enrollmenl if th€.l olher party rrlaterially brEaches ils obligatlons undel tllis
Agreement, inchrding any obligatron to submit orders or pay lnvoices. Except\,!llere lhe breach
is try its [ature nsl curable wilhin 30 days, the terininating parly rnust give the olher party 30
days' notice of its intenl lo lermi,nate and an oPporlunity to cure the br6aclr
lf ilicrosofl grves suclr nolice lo an Enlolled AFtiliale, Microsolt also will give CLrslomer a copy
ol lhal nolice and Cuslonter adrees to llelp resolve lhe breach. lr lhe breach aftects olher
Enrollnrents and cannot l)e resolve(l betYreen Microsofl ,nd Enrolled Affiliale, logelher with
Customefs help, wilhin a aeasonable period of time. fulicrosoll lnay ternrinale this Agreerllenl
and all Enrollments under it. ll an Enrolled Affiliate cerses lo be Custorner's Afllliate, al lllust
proolplly nolify tulicrosoft, and lvliclosolt nlay terminate the former Afriliate's Enrollment lr an
Enrolled Affilate Ienninales its Enrolhnent as a resLrlt of a l)reach by Microsolt, oI if Microsofl
lernrinates an Enrollmeot becaus€ Enrolled Alfiliale ce4ses to be Cuslomefs Afliliale, then
Enrolled Affiliate will ha1,/e the early lerntination rights described in the Enrollrlrent.
e. Early ternination. lf (1) an Enrolled AFliliale lerrninates ils Enro,lment as a restrll of a breach
by Microsoft, or (2) if lvticrosoft lerminates an Enrollmerll because lhe Enrolled Afliliate has
ceased lo be 0n Affiliate ol Cuslorner. or (3) Enrolled Alfiliste terminales an Enlollmenl loI lto|l-
apProprlation of funds. or (4)Microsoft terminates an Enrollrr'lenl for non-paymenl dtre to non-
apPropriation ol lunds then the Enrolled Affiliale vJrlllrave lhe lollowirlg optloDs:
(l) lt may imntediately pay the'total renraining amount due. incl\Kiing all ir)!ilallrnenls, i which
6
case the Enrolled Affiliale will have perFelLral rights for all Licenses il has ordere(l: or
P lla5o(11E4?(J r $Anr(L[iJtjLajlEtlli)(hlo!?o r L)
D i]lr{Dcr, x20.102(19
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(li) llrnay payonlya|nounls dueas ol lhe lerminalion dale. invvhichcasethe Enrolted Afltliate
',rill have perpel{al l-icensei for:
'l) all copies of Products (lnc[rding the lalest version of Products ordered Under SA
Coverage in llre culrenl te[n) for which payrnet)t lras been n]ade in full. and
2) lhe number of cofJies of Products il has ordered (inchtding ltre latesl version of
Ploducts ordered Under Software Assurance coverage in currenl lerm) lhat is
proportional lo the totalbl installment payrrents pai(l versUS lotal amounts due (paid
and payable) iF lhe early termination had rot occurred.
(iii) In lhe case of early leflnination uo(ler sUhscriplion EDrollments, Enrollerl Affiliate wlll have
the lollowing ofrlions: I
1) For eligible Prorlucls, Erirolled Affiliale may oblain perpetual Licenses as describe(l in
the seclioo of lhe Enrollment tilled "Buy.out option." provided that Microsoft leceives
lhe lruy-out orcler for lhbse L,cen6cs wilhin 6b rlays alter Enro ed Alfilate provides
rlotice of leflrl ralion.
2) ln lhe evenl of a breach l,y Mic,osoft, il Customer cltooses not to exercise a buy-oltt
optlon. Microsolt will issue Enrolled AtFilaile a credit lor any amount paid in advance
for Subscription Licenses lhal lhe Enterprise wi nol be abte to USe to do the
lernrinatiofl ol lhe Enrollinent.
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t\lothing in tl'ris section shall aflecl perpetual Llcerse rights ac(luired eilher in a separate
agreernenl or itr a prior terrrr oFthe tetlrtrllated Enrollmet]l.
Eftect of tcrmination or expirailon. \A,lherr ar'l En/ollment expares or is tefltrirrated,
(i) Enrolled Atlilale musl order,Licenses for all copies of Pro(lucls it has ruo lor which it has
nol prevEusly subnrittecl a brder Any and allunpaid paymenls lor any otder of any kincl
rernain due and payabl€. F-xcepl as provided irIthe subsectio titled"Early Iermination, all
unpaid payments for Licenses immediately become dtle and payable,
(ii) Enrolled Atfrliale's right lo Softrare Assuance henefits under this Agreement ends iF il
does not re ew Software As'.sorance
g. Modlficatlon or terminatlon of an Onllne Service for rcgulntory reasons. Microsoft ay
rnodily ot terrrlinate arr Onlrre.Servjce r,rhere lltete is any cLrrrent or iutLlre ooven]nrenl
reeuirenrent gr obftgatron lhati l(l) sutjjecls MicrosoFl to any tegulatior] or requirentent not
generally applicable to businesses operaling in lhe juriEdiclion; (2) preserrts a hardslrap for
lvlicrosoll to continlE operating tl'te Onlille Service without nrodification, and/or (3) causes
lrlicrosofl (o believe lhese lerms or the Online Service may conftict with any suclr re(luirentent
or obljgalion
h. Prograllr updates. l icrosoll nray n]ake changes lo this Frogram thal u/ill make it necessary
for Curlomer and its Enrolle(l Afliliates to ente[ into new agreements and Enrollments al lhe
t Tre of an Enrollnrent renewal
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7. Use, ownership, rights,a/rd restrictions
Pro(lUcls. Unless oll)erwrse spectiecl in a supptentental agreemenl use of any ProdrEt is
governed by thc tjse Rightr sfjecjfic to eaclr Pr(xlLrcl ard versiorl and bv the terrns ol the
applicable supplen]ental agree enl.
Fix€s. Eaclr Frx is licensed un(ler the san'te ternrs as the Pro(luct to whiclt il applies lf a Fix is
oot provided for 0 specific Proddcl, arly use rights fulicrosoll ptovides w h the Fix \,.,itt al)ply
Non-l'Vlicrosofl sott'.vare and technology. Enrolled Affiliale is soklly respons ihle [or ar) y non -
l\,4icrosofl software or lechnology lhat it inslalls or uses,vilh tlte Ptodlcls or Fixes
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d. Restrictions. Enrolled nffiliale musl nol (arrd is rrol licensed to) (l) leverse engineer,
cieconrpile, or disassemble any'Proctrrcl or Fix: (2) inslall or use non-Microsofl soll,r,/are or
technology in any way that would subjecl tUicrosoft s intelleclual properly or technoiogy to any
_ olher license terms; or (3) work aroon(, uny lechflical hnilations in a Paoduct or Fix or
restriclions in Producl documenlation. Cuslorner musl not (and is not licensed to) () separate
atl(l rrrrr paris ol a Paoducl or Fix on rnore than one device, upgrade or dorvngracle parts of a
Procluct or Fix at di(f€rent lrmes, or lransfer parls of a Producl or Fix sepalately: or 1ii) distribule,
sublicense, rent, lease, lend aui Producls ot Fixes- n't whole or rtr Part, or Use thern to ollel
hosling services to a thlrd Party.;
e. Reservatiotr of rights, Producis and Frxes are protecled by copyriglrt and ollter intellecttlai
properly righls laws and inlerdatlonal treaties. lrlicrosofl r€serves all rights not expressly
granled in this agreemenl. l'lo rights willbe granled or ilnplied by v./aiver or estoDpel Righls
io access or Lrse Sollvrare on a bevice do not give Cuslomer any righl to implemenl l',ilicrosoft
t)alents or olher i,Iicrosoft intelleclual property in the device ilself or in an,/ olher soltware or
devrces
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8. Confidentiality.
"ConFrderrtial hrfor.rralion'is rlon-public information thal is designaled 'confidenlial" or thal a reasonable
person shoUld understan(l is confidenlial, including Cuslonrer Data. Confidential lr]formation does nol
inclrrle infonration that (a) beconles publicly a'/ailable v/ilhoul a breach ol lhis agreerrrenl, (b) lhe
receivrng party received lav/ully frorn anolher source witltoul a conlldentiality obllgation, (c) is
independently developed, or (d) is a comrl)enl or suggestion voltlnleeled sboul lhe other party's
business. f)roducls or setv'ces.
i
Each p6r1y v,/ill take teasonal)le sleps to t)rotecl the other's Confidential ln[onnalion and v.,ill use the olher
party's Conlidential lnformation only for Durposes ol the parties' business relationship. Neither party will
disclose lhal Confidentiat lnlonnation to lhird Dartrcs, except to ils employees, Affiliates. coulraclors,
advisors and consultants ('R epr esenl6tives") and lhen only oo a need-to-know basis under nondisclosrrre
obllgatrons at leasl ai prolective as this agreen)enl Each parly rernaills responsiDle for lhe use ol lhe
Conliclential lnlannation by its Representatives and, in the e,renl o[ discover y oI any I rrraotl]orized use or
disclosure, rnust plomplly notily lhe other party.
A rrarty may disclose theother's Confidential lrrfo(natjo if required bylaw. butonlyafleril notilies lhe
other parly (if legally p€rntissible) to enable the olher party to seel( a prolective order.
lleilher parly rs recluired to restrict work assi'Onmenls of its Representalives vJho have had access lo
Confidenlial l fornlation Each party agrees lhal lhe tlse of intormatiolr retained in Representatives'
Unaided rnenrories in the development or deployrnent of the parties' respeclive products or servrces does
not create lialriliiy urlder this Agreen]ent or trade secrel law, and each party agrees to limit whal it
discloses to lhe ollrer accordi,tglv.
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These obli$alions apply (i) for Cuslomer O;ta untrl rl rs (ieleted f|orn lhe Online Services, and (ii) for all
other CoflFidenlial lnfoflnalion. lor a period ol lrve years after a party receives the Conlidential lnfornration.
9. Privacy and compliance iith laws.
a. EorolFd n fliliate cor$errts lo the processir)g ol personalinformation by Mictosoft and ils agents
to facilitate the subject nraller'of lhis Agreernenl. Enrolled Afliliate e/ill olllain all required
consents lrom lhird parlies und6r applicable privacy an(l dala protection lavJ be[ore providing
rrersonal infofi nation lo l,licrosof l
t, Personal irrformalion collected trncler this agreernenl (i) Inay be trans,erred, slored and
processed in tlte United Slates or any olher country in which Microso{l or its service providers
maintain lacilities an(l (ii) u/ill be subjecl lo llre privacy terms sFecifie(l in the Use Riclrls
liicrosofl will abide l)y the requrrements of EuroDean Economic Alea and Swiss dala proleclion
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law regardl]g the collectiot), use, transrer, retention, anci other ptocessirtg oF pelsonal data
hffn lhe European E(:oromic niea and Swilzerland.
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U.S. export. Productsand Fixe! are snbjecttoU.S. exporl jurisdictjon. Enrotled Affiliale ntust
comply with all apPlicable inlernational an(l trationat le\,,/s, includir.lg lhe tJ.S Export
n dllrinislratiorr RegulaliDns and lnternattonal Traffic in nrms RegUlations. and end-user, end
use afld deslinalion reslricllons issue(l by U S. and oll]er governments retaled to l\4icrosoft
prodirclS, sen ices and lechrlologies.
10. Warranties.
a. Limitecl warrnntiei and rernedies.
(i) Soltware. Microsofl warra,ils thal each version of the Solh,rare \,/ill pertofin substantialty
as described in the applicable Frod(rct documentation {or one year front the dale the
Enterl)rise is firsl licensed 'lor lhat version ll il does nol and lhe Enterpase notilies
l\ icrosoft within lhe warranty Ierm, llEn Microsofl wall. at ats oplion (t) return lhe plce
l--nrolled nf,iliale Daid for the Software license, or (2) reDaI or replace lhe Software.
lii) Online Services. lvlicrosoli warrarrts lhat each Orllrne Servica will perloln in accorclaflce
wlth lhe applicable SLA (lrrring the Enlerprise's use. The Enlerprise's renredies tar breach
of thrs warranty are in the SLA.
The rerredies above ar€ lhe Etllerprise's sole rernedies lor breach of lhe v,/aflanlies irr lhis
seclion Custorner waives sny br each ol t/atranty clainrs nol rnade d uring the wafianly period
b. Exclusions. The,.Tarranties in this agreement do nol apply to problorrs caused by accident,
abuse, or use rn a lrrar)ner irrcor]s,stenl wrth lhis Agleetnent, including failure to rneel ntinimum
syslem re(luirerrenls. These'wafiantles (lo Dot apply to free, trial, pre-release, of beta
ploducts. or to conrponents of Products that Enrolled Alliliale is permitted lo redistribt e.
c. Disclaimer, Except lor lhe'litnite(l warranlies above, Microsoft provides no othel
wa[ratrties or coDdltiotrs atid disclairns ally other express, itnplied, or statulory
vrarrrnties, incllrding lvarrantles ol q(ality, title. non-iofringement, nterchantability. atlcl
litness lor a parlicular prrrpose.
11 . Defense of third party claims.
The parties will dPfend each other against lhe tlrird-party clainrs (lescribed irl lhis section and will pay the
amot,nl ol any resulting adverse final iudgrienl or apflroved settlement, b(rt only if the ctelenrling paily rs
l)rornplly notified in '.r,iting ol the claim and h'as lhe right to conlrol the defen se and any settlernenl qt it The
pany being defended n)ust provide lhe delending parly with all requested assistance. rnloflration, and
authorily. The defendinO party will .ermbrrrse the other party for reasorlable out-of-pocket exflenses it incurs
irl p.ovidiner assislance This section de scribes lhe parties' so le rernedies a Dd erltire liability for such claim s
a. By Microsofl. Microsolt will delnd Enrolled Alliliate againsl dny third-parly clail.l1 folheexlenl
it alleges thal a Prod!rct or Fix made available by lvlicrosof( for a lee a^d used withir lhe scope
of lhe license granled (unmodified from the lornr provrded by Microsolt and not contbined wilh
a ylhillg else) rnrsappropriales a lrade secret or directly infnr)ges a palent, copylight,
lrademark or othot proprielary righl ol a third party. lf Microsoft is (nable lo resolve a ctaitn of
irrftingenretrt undet contmercially reasonable terms, it may. at its oplion. eilher [1J modily or
replace lhe Producl or Fix with a lunclional eqlivalentl or f2) ternltnate Enrolled Alfiliate's
license and refund any prepaid liaense lees (less defrreciation on a five-year, straightJine
basis) lor perpelual licenses an(l any amount paid for Online Serr./ices lor any usage period
aflerllre leflninaliondale lvlrcrosofl ,,vrll nol be lrable tor anyclai ls ordamages dUe to Enrolled
Aflrliate's contintled use o[ a Protlt ct or Frx afle. bein0 notifred to stop due to a third-parly clainr
b. By Enrolled Alailiate. -l'o lhe extent permilled l)y apt)licable law. Enrolled AFliliate ',rill defend
Microsoll agair'lsl any third-pat1y claini to lhe extent it atleges that: ( l) any Custonler Data or
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non-tvlieros(rt sollware hosled in an Online Service by Mtctosoft on Enlolled A(filiate's behall
misappropriates a lrade secrel or clirectly infringes a patenl. copylight. lradernark, or othel
propnetary rghl ot a ltrrd pany: or (2) Enrolled Affiliate s use ol any pro(ltlcl or Fix. alone or in
comlrinalio \rrth anylhinU else. Violales lhe 1a1,,/ or darnages a lhi.d pariy
12. Limitation of liability,
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FoI each PrDduct. each paty s oraximuDl, aggregate iabrlity to tlre olher urder this Agraernenl is hniled
to direcl danlages Iinally awarded ir'r an arnount not to exceed lhe aDroLrnts Enrolled Alliliale was required
to pay for lhe applicable Products dq,ing thettellr of lhis Agreemenl, strlrject lo lhe followillg:
a. ontine Scrvices. Por Online Services, Miclosoft's maxirnum llability lo Enlolled Affiliate for
any in,:ident givrrrg rise to a clairh ' ,ill not exceed llre amolnt Enrolle(l AlFiliate paid for lhe
Ontine ServlCe ciLrrin0 the 12 mdnlhs before the inci(jent.
b. Free Products ard Dlstributatie Code, For Products provicled free of charoe and code
lhat Enrolled Affiliate is aulhorized lo redlst,ib{te lo lhid paftes lvrthoul separate payrnent to
Ivlicrosolt Miclosoft's lial]ility is limited to direcl darnages fir)ally awarded up lo US55,000.
c. Excll|slorrs. ln no evenl will eilhe r party be liable lor indirecl, inci(lental, special, punilive, or
consequential damages, or for loss of rrse, loss oF business infolrnation. loss ol tevenue, or
iolerruption ol business, howevdr caused or on any iheory of liability.
rl. Exccptions. No lrrnitation or exblusions ',',/ill apply to liabilily arising oul of eithel parly's (1)
confidentiality obligations (except for all liability [elaled to Custotner Dala, \ hiclr wtll remairl
subjeci to the limilalions and exclusions above); (2) delense obligationsl or (3) violation ot the
ollrer party's intelleclual property riglts.
13. Verifying comptiance.
t
a. Right to verify compllance. Enrolled Alllli3le rnust keep recor(s relaling lo all use and
distributiol ol Producls by Enrcilled Affiliale aod its Affiliales. lvlicrosolt has the right, at rls
expense, to the exlet)t pernrilted by applical)le Lrv/. to verify conrpliance vrith the Froducl's
license ternrF. Enrolled Alfrliale rnust prornplly provde the independent atrditor wilh any
in,ornlatlon 'te auditor reasonably requesls in furlherance ol the vedficalion, including access
to syslems rurlning lhe Prodricts and evidence ol Licenses for Producls En.olled Alfiliale hosls.
sutriicenses, or rlGtrittutes to third parlies. Enrolled Affiliate agrees to conrplele l\,'ticrosofl's
selt-audil process, which lvlicrosoft nray re(lt,ire as an alterrlalave lo I third pany audll
t). Retnedles for non.conrpliance. Il verification or sell-audit reveals any unlicensed Use or
distribution. tlrer wilhiri 30 days. l1) Enrolled Afliliale nlusl order sufllcierll Licenses to cover
lhal use or clistribution, and 12) if rrnlicensed use or (lishibution is so/i or i]]ore. Enrolled Aflilial€
rnosl reimburse Microsoft for tlie cost Mlcrosoft has incurred in verification and acquire the
necessary ad(litional licenses ai:t t25ot^ ot lhe price based on the lhen-currenl prlce list and
Enrotled Atfiliate price lcvel. Thi unlcensed use percenlage is based o|t lhe total number of
licenses purchased conlpared td actual lnstall base. ll there is no unlicensed Ltse. Microsotl v/lll
nol subiect Enrolled Aflitiale lo lanother verirication For at least one year. By ex€rcising lhe
rights and proce(lures described above. Microsoft does not waive its rights to enlorce this
ng[eerner]l or to p.olect its intellecltlal properly by any other nleans Permitted by law.
c. Verilication process. Iv]icrosoll will rrolily Enrolled Alfilrate al leasl 30 days rn advance of its
intent to verify Errrolled Alfiliate's conrpliance r.rith the licel]se le(ns for lhe Products Enrolled
Affitiate and its Atliliates use or distribute Microsoftwillengage an independent ardilor. which
v,rill be subiecl to a conlideirlialily obligation. Any i lomalion collected in lhe sell-allditwrll be
used solely tol purposes of (letermining conrpliance. Thrs verilicrtioo will take Dlace during
oofltral llusiness hoLrrs and in a manner ll1al does not inledcrc (inreasonably with Enrolled
Aff iliate's operatiols.
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14.Miscellaneous
a. Use of contraclors. fulicfosr:lt may USe tonkactors to perlolm serytces, []Ulwillbe responsible
for their perfornrance subject to ihe ter,ns Dllhis Agreenteol
Il). Microsoll as indel)en(lent conlractor, The padies are independent conl.actors Enrollerl
nffiliale and Microsoll each rndv (levelof) Droducls independently rvilhoul using the other's
Conlidential lnlonrratiorl
c. Notices. Nolices to l"4rcrosoft nrlLrst be senl lo lhe a(ldress on the signatu re forn r. Notices musl
be inwriting and will be treated as delivered on the clale sho\,rlr on the rel rn teceipl otonlh€
courier or lax con,lrrnalio[ ol delivery. Microsoll rnay provi(le information to Enrolled Alliliate
aboul [pcomi0g ordering deadlinss, services, and subsc ption information in electtorlrc torm,
including by email lo contacts provided by Enrolled Aftiliale. Entails willl)e trealed as delivered
or) lhe transmission date.
al. Agrec.ncnt not excllsive. CLrslonrer is free to enter into a(reentenls lo license, ese or
pro,nole non-Microsolt producls
c. Anrendrnsnls. Arry .rrlentlmeril to this AQreemenl must be execlted by bollr parlies. except
thal MicrosoFl nrey chan0e lhd Pro(luct Terms and lhe Use Righls frotn tirne to tirne h'l
accordance vJilh lhe lerrns ol lhis Agreernenl. nn7 conflicling termsand condilions conlaine(l
in an Errrolled Af fifiate's purchasL order will not af,ply. Microioft may require CUslofier to sign
a nev] agreement or an arnendnrent belore an Enrolled Affiliale enlels into an Enrolltnent unrjar
this agreerrrenl. r
t. Asslgrrne.rt. Eithelparly rnay assign this Ag.eernenl toan Affiliale, but musl notify the other
party in writing of the assign[leht. Any olher proposecl assigntnent rnust be approved by te
non.assignilrO party rn writirrg. Assignr)1ent rylll nol relieve lhe assigning party ol its obligations
Lrnder tlre assigned agreement Any attempted assignmEnt without required apt)roval will be
void
g. Appllcahle lawi dispute resoltrtion, Tlre lerms ol tllis Agreeftenl v/tll be gover ed hy tlre
lavr's ol Cuslomer's stale, wilholt giving effecl to rls conflct ol laws- Dispules relatina to ]is
Agreemollt will be subiect to aDplicable dispute r€solution laws of Cuslorrer's state.
Ir. Severabllity. ll any p rovLsion in I lrls agree rrenl is held lo be rlrlenfotceat, e, tl)e ba tance of lhe
ngreernenl \!rll remarn rn full lorie anct ellecl
i, Waiver. Fail(re to enforce anyiprovision of this agreeDrenl will not constitule a waiver. AnV
waiver must b€ in writing and signed l)y lhe waiving pany.
j. No lhlrd.party l)eneficlarles. ,This ngreement does not crtsale any Lhird-party benefrciary
righls
k, S(rvival. All paovisions survive lermit)atiorl or expiralion of lhis Agreeriertt except those
re(luiriig perlornlance only during tlre leIlI of the ngreement.
L Managsmcnt and Reportlng. iustomer andlor Enrolled Alliliate nray ntanage account detarls
(e.9., contacts orders. Ltcertses. soflware do,.vnloads) on Microsofl'S Volume LicenslllgService Cenler ('VLSC') web site (or srGcessor site) st
!-!!! rs r'!w^! rrl:cLos.o_llconrllicens;.lElgryEpggqlg Upon the etFective ctate of thrs Ag,eerr]e[t
"*r "rWn.rr,reneJ[ildEi(s) r,Jerrttfie,i fc,r this purpose will be provided acce:s$ lo is
sile 3nd may aulhorize addrlaonal (lsers and contacts.
nr. Order of precedence. ln lhe case ol a conllict belr/een any docunrents in t lus Agreeme t ltrat
is nol expressly resolved ir lhose documenls, lheir lern)s will conlrol ir) llre following or(ler frorrl
highest lo lowest priorily: (1) this Enterpris€ Agr€ernent. (2) any Enrollment, (3) lhe Prodocl
Terms. (4) the Online Services Terms, (5) oKle(s sutlnrilted ur]der lhis Agreernent, and (6) any
ollrer docunrenls in lhis Agleeh]ent. Terms in an anleo(*nell cunlrol ove. the amended
docurnenl snd any prior ameldrnents concernin0 the Same sUbject molter.
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FreeProducts. lt is ilicrosofl's intent thal lhe terms ol this Agreement an(l the Use Righls be
rn corl]plrarrce wilh all applicatlie federal law and regulations. Any free ProdLlcl provicled lo
Eorolled Alliliale is for llre sole irse and benefil of lhe Enrolled Alliliate. snd is not provided lor
use by or personal benelit of an|y specific aovernment enrployee
o Voluntary Product Accessibility Tenrplates. Microsolt supports the governrnents obligalion
to nrovide accessible technoloEies to its citizens witlr disabilities as tequired bv Seclion 508 ol
the Rehabilitation Act of 1973, and its state lav/ counterparls. The Volurttary Producl
Accessil)ility TerI1plales ('VPATS ) f()l tlle [ricroson technologies used ir] providirtg tlrE OrIne
Seruices can l)e found at l\/icrosoft'.s VPAT page, Further inlormation regardirrg lvlcrosott's
conrDiihner'rl lo accessibilily can l)e toLrnd al llto,t/wwv/ nl icrosoll,cor rr.fe nable
Natoral disaster. lr) the evenl of a 'nalural disaster,' Microsofl rnay provrde addilional
assistance or rights by posiing thern on Jrltpj1[{y4/.UIgfgsglLe$ al such lime.
Copyright vlolatlo[. Except as sel forlh in tlre seclion above entilled 'Transfe[ing and
reassr0ning Licenses', lhe Enrolled Afliliate agrees to pay for, and comply wilh lt)e terrns of this
ASreeolent and the Use Righls, for lhe Products it (lses. Except tolhe extent Enrolled AF,iliate
is licensecl uflder llris Agreeo*nl. il \vill be responsible for ils breaclr of lhis conlracl and
violation ol Microsofl's copyrighi in the Products, includhg payment of License fees speciiie<l
flr this A0reernent for lrnlEensed use
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Pngc t1o, r r
liuxrril]l,l X2i). lfi2l19
This lorrn ca,r be used n combirlalioh wilh MBSA, Agree,nent, and Ertrollrnent/Registralion
l-{owever, a Eeparale form mrEl tre submrited for each enrollment/reoistralion. wten more llran olle is
subrnilled on a signahrre lorm For the purposes of lltis form, 'enlity" can mean the signing entity,
Cuslorrer, EnroliecJ Alfiliate, Governnrent Pa(ner, lrlslil{(ion, or olhe/ party e[lerillg inlo a volutne
licensing program agreenretrt. P,imary and Notices conlacls in this form will not apply to enrollmenls
or regislrations.
$ 'Mirrnsoft Vr:Iurne Licensirrg
supp lemental Contact lnformation Form
This fo n a0plies to:E rrBsA I
ffi Agreement
D Enrollment/Af iiliate Regi;tralion Form
lose( primary eotily name if rnorc lharr one Enrolllr]enl,/Regislralion
Fornr is submilted
Contact information.
Each pany vr'ill nolify lhe other in writins il any of the infornalion in lhe following contact inforntation
page(s) changes. The aslerisks (') indicat€ require(l fields: il lhe etrtlty cllooses lo designate other
conlact tyt)es, tlre sarrre requlred fields rnusl be corhplete(l for each sectiotr. By providing cor]tacl
inlorn'ralion, entily consents lo ils use for purposes oI adnrinisterino lhe Enrollmenl by Microsofl and other
padies lhal help irlicrosoFt adnrilrisler this Enrollment. The Dersonal inlornation provideci in conneclion
wilh tlris agreen)ent !vill be lrsed alld prolecte(l a(cor(lirrg lo lhe prlvacy slaleD]enl availahle al
!11rs:.r,;licr. n s inq mtcrosoll.com.
1. Additional notices contact.
'fhis contact receives all notices tllal 6re senl from lrlicrosofl. No online access is granted to lhrs
individual
Narne ol entity' Counly ot Rrverside i
Corrtact nanr€': Flrst Regina Last FUnderlrulk
Contact erllall address' RFundelturk@rivco.org
Slreet addross'3450 14lh Slreet.4lh Floor;
City' Riverside Stato/Provlnce' Cali[ornia Postal code' 9250 r-3861
Country' USA
Phone"951-955-2265 Fax
D This contact is a thrrd party (nol lhe en[ily). $Janing: I'his contact receives personally rdenlifiablc-
intormelion of the entily.
2. Software Assurance manAger.
This cootact will receivc online permissiohs to rnanage the Software A$srrrance tlerelits urrder the
Enrollnrent or Registr atior]
Narne of elltlty' County ot Rrverside
Conlacl name': Firsl Regina l-ast Funderburk
Contect ernall acldress' RFunderburk@ vco.otg
Street address'3450 14th Street.4lh Floor,
Cityr Riverside Stitte,lProvince' Calrlornra IPostal code' 92501-3661
:nrnCof licllllroFo,m(l.lA lrlOXEi\lC)l(.lct?0 r l,)Pror I ol:l
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Country^ USA
Phone' fJ51-955-2265 Fax
E lhis conlact is a lhird l)arly ([ot ll)e enlity). Warning: This conlact receives personslly iclentifiable
inlormaliorl of the entily.
3, Subscriptionsmanager.
This conlacl will assign fulsDfl, Expression, and TechNel Plus s[bscription licenses lo ll]e individual
subscribers under lhis Enrollrnenl or Reoislration Assignment of lhe subscriplion licenses is necessary
for access to any of the online beneirls. sr.rch as subscriplion downloads. This contact will also manage
any conrplimentary or additional nre(lia purchases related to these subscrDlions
Name of entity' County of Riverside
Cdnlact natne': First Regi a Lasl Funrlerburk
Coolact emall address' RFunderllurk@r ivco.or-q
Street a(ldress'3450 14th Slreel.4th Floor
City' Riverside State,lProviflce' California Postal code' 92501-3861
Country'USA
Phorrc' 951-955-2265 Fax
n This conlact is a lhird party (nol lhe entity). Warning; fhis contact receives personally identifiable
information oF llle entity.
4. Online services manager.
This contact will be provided onlirre peflnissions lo nTanage the ooline services ordered under tlre
Enrollment or Registralion.
Narne ol entily' Counly of Rrversrde
Contacl name^: First Luis Last Flores
Corrtact enrail address' LFFlores@dvco org
Streel address'3450 14llr Slreet,4lh Floor
City' Riverside Slate/Province' Califonria Postal co(le" 92501-3861
Counlry'USA
Pho|le' 95'1.9 55-81 14 Fax
E This contact is a thid parly (ool tlre entily). Warning: This contacl receives personally identiliable
information of lhe entily.
6. Pt'imary contact informaliott.
An irclividual fr onr inside the org an izalion nrust serve as lh e prinrary contact. This contact |eceives online
adminiskator permissions and nlay grant onlane access to others. This co0lacl also receives all nolices
rnless lvlicrosoft is provided writlen notice of a clrange.
Namc ot ontity' Countv of Rive16ide
SUpCorrlacll IlDl- d rn(NA. lr.lOl(F:Nt;){Orlzil 13)Pape ? oI :J
5. Custorner Support Manager (CSM).
Tlris person is designated as tlre Customer Supporl Manager {CSM) for supporl-lelale(l activilies.
Narne ol elltlty' County of Riverside
Contact name': First Luis Last Flores
Corrtaca email address' LFFlores@rivco.org
Strcct addrcss' 3450 14lh Street, 4th Floor
City'Riverside Slate/Provir)ce' Califorrria Postal cq{le' 92501.386'1
Coulltry'USA
Phone' 95'1-955-81 14 Fax
Corrtact narnc': Firsl Jim Last Smith
Colltact emnil address' lirnsmith@fl vr.J,org
Strcet address' 3450 141h Streel 4th Floor
City' Riverside State/Province' CA Poslal code' 92501-386'l
Country'US
l)horre' 951-231"5909 Fax
7. Notices contact and online administrator informatlon.
This irtdividual receives oDline adfirinlsttator permis$io s and rl|,iy grarnl or)ftrle access k) olhers. This
contacl also receives all notices
E] sar)e a.s /rrlra,y corlacl
Narne of cntity'
Contacl r)arne'i First Last
Contacl entall address.
Stroel a(l(lress'Clty' Stale,/Plovince' Postal code"
Country'
Phone' Fax
l:l This contacl is a third party (not lhe entlty). Warning: This corlacl receives llersonalty identiliabte
inlorrDation of lhe entily.
SUC:oIrilcrtrrft ,Fo, r(NA.tmrJ)r!r.l(itlljcr?{r r3l Fi{e 3 ol3
!l Microsoft
Program Signature Form
Volume Licensing
Proposal lOMBA./MBSA numb€r
AOEemenl number
For the purposas of ttris brm, 'Customer'can mean the signing enlity, Enrolled Affiliale, Government
Partner, lnstit tion, or othar party entering into e volutn€ lbensing program agreement.
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and
understand the above contract documents, including any websites or documents incorporated by
reference and any amendments and (2) agree to be bound by the terms of all such documents.
' indicates required fteld
F
Select Plus Aqreement xz0-04874
Oocument Number or Code<Choose Agreement>
<Choose Aqreement>Documenl Number or Code
<Choose Agreement>Document Number or Code
Document Number or Code<Choose Aqreement>
x20-04921Select Plus Atfiliate R€gistration Form
Document Number or Code<Choose EnrollmenUReqistration>
Document Number or Code<Choose EnrollmenURegistration>
Document Number or Code<Choose EnrollmenyRegistration>
<Choose EnrollmenURegistration>Document Number or Code
Document Number or CodeDocument Description
Document Description Document Number or Code
Document Number or CodeDocument Descriptlon
Document Number or CodeDocument Description
Document Description Document Number or Code
Number or Code
Printed Titls' Procurement Contract Specialist
Signatu rs Datc' 07 l'17 120 I 3
al ontity nam6)' County of Riverside
(
(
co
BV
FORPrinted Flrst and Last lnes Mark
Signature'
Name of E
Tax lD 95€000930
Customer
ProgramS(rnForm(MSSign)(NA, LatAm)ExBRA,MLI(ENGXOd20 1 2)Pago 1 of 3
Noto: EntBl the applicable acli\r€ numb€rs sssociatod with the documenb belo,v. Microsofi requarg! lhc essociatcd active
number b6 indicsted hoD, or ligtcd below as new.
This signature form and all mntract documents identifled in the table below are entered into between the
Customer and the Microsoft Affiliate signing, as of the etfective date identified below.
Contract Document
i'r
Microsoft Licensing, GP
Printed Fi6t and Last Name
Printed Title
Signature Date
(date Microsofl Afliliate countersigns)
Signature
Effective Date
(may bo diff€rent than Microsoffs signatu.e date)
Microsoft Affiliate
Name ot Entity (must be legal entity name)'
Signature.
Printed First and Last Name*
Printed Title*
Signature Date.
Customer
Optional 2"d Customer signature or Outsourcer signature (if applicable)
' indicates required field
" indicates required field
lf Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments,
include the appropriate form(s) with this signature form.
Atter this signature form is signed by the Customer, send it and the Contract Oocuments to Customer's
channel partner or Microsoft account manager, who must submit them to the following address when
the signature form is fully executed by Microsoft, Customer will receive a confirmation copy.
Mictosoft Licensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, Suite 2'10
Reno, Nevada 8951 1-1 137
USA
Name of Entity (must be legal entity name).
Signature*
Printed First and Last Name*
Printed Title'
Signature Date'
ProgramSignForm(MSSign)(fJA,LatAm)ExBRA,MLI(ENG)(Oct201 2)Page 2 of 3
Outsourcer
Prepared By: Name of Preparer
Email of Preparer
ProgramSignForm(MSSignXNA,LatAm)ExBRA.MLI(ENGXOcl20 j 2)Page 3 of 3
Volume Licensing
Contents
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
Defi n itions,....................
How the Select Plus License program works...............
How to establish price level. ..........
License grant - what Registered Affiliates are ticensed to run
How to know what Product Use Rights apply,............
How to order Product Licenses..
Making copies of Products and re-imaging rights. ......................
Tran sferring and reassrgning Licenses
Term and termination"....
How to renew an Order,
Restrtctions on use,.,..,..,......
ConfidentialiU
1
3
3
3
4
5
6
6
7I
9
9
Warranties. -...........,..
Defense of infringement, misappropriation, and third party claims........
Limitation of liabil
Verifying compliance...
Non-Microsoft Software or Technotogy...................,.
Miscellaneous....
Terms and Conditions
1. Definitions.
ln this agreement the following definitions apply:
"Affiliate" means
a. with regard to Customer
(i) any governmenl agency, department, offlce, instrumentality, division, unit or other entity
of the state or local government that is supervised by or is part of Customer, or which
supervises Customer or of which Customer is a part, or which is under common
supervision with Customer;
(ii) any county, borough, commonwealth, city, municipality, lown, township, special purpose
district, or other similar type of governmental instrumentality established by the laws of
Customer's state and located within Customer's state jurisdiction and geographic
boundaries; and
10
11
12
13
14
11
SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct2012)Page 1 of 16
Oocument )(20-04874
!l Microsoft
Select Plus License Program Agreement State and Local
This l\,4icrosoft Select Plus Agreement is entered into between the entities identified on the signature form.
Effective date. The effective date of this agreement is the effective date of the first Affiliate Registration
Form or the date Microsoft accepts this agreement, whichever is earlier.
This agreement consists of (1) the terms and condilions of this agreement and all attachments identifled
therein, (2) the Product List, (3) the Product Use Rights applicable to Products iicensed under this
aqreement, (4) any Affiliate registration entered into under this agreement, and (5) any Order submitted
under this agreemenl.
The parties agree to be bound by the terms of this agreement.
(iii) any other entity in Customer's state expressly authorized by the laws of Customer's state
to purchase under state conlracts; provided that a state and its Affiliates shall not, for
purposes of this definition, be considered to be Affiliates of the federal government and
its Affiliates; and
b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is
under common ownership with Microsoft
"available" means, with respect to a Product, that Microsoft has made Licenses for that Product available
for ordering under a particular licensing program:
'Commercial Product' means any Product Microsoft makes available for license for a fee:
'Contractor" means any third party supplier or other provider of computer technology or related services.
.Customer" means lhe entity that has entered inlo this agreement and its Affiliates;
'Customer Data" means all data, including all text, sound, soft\,vare,or image flles that are provided to
Microsoft by, or on behalf of, Customer through Customer's use of the Online Services.
"Fixes'means Product fixes, modifications or enhancements or their derivatives that Microsoft releases
generally (such as Commercial Product service packs);
"License" means Registered Affiliate's right to use the quantity of a Product ordered. For certain
Products, a License may be available on a subscription basis ('Subscription License"). Licenses for
Online Services will be considered Subscription Licenses under this agreement;
"L&SA" means a License and Soflware Assurance for any Product ordered;
"Macrosoft" means the Microsoft entity that has entered into this agreemdnt by accepting Customer's
registration;
- "Order" means the document Customer or Customels Affiliate submits under this agreement to acquire
Licenses or Services:
"Online Services" means the Microsoft-hosted services identified in the Online Services section of the
Product List.
"Product" means all software, Online Services and other web-based services, including pre-release or
beta versions, identified on the Product List.
"Product List' means, with respect to any licensing program, the statement published by Microsoft from
time to time on the World Wide Web at htto :/i www. m icrosoft.c om/licensino/contracts , or at a successor
site that Microsoft identifies, which identities the Products that are or may be made available under the
program (which availability may vary by region) and any Product-specific conditions or limitations on the
acquisition of licenses for those Products;
'Product Use Rights" means, with respect to any licensing program, the use rights for each Product and
version published for that licensing program at http:/iwww.microsoft.com/licensino/contracts or at a
successor site.
'Qualifying Contract," means (1) an Enterprise Enrollment under a Microsofl Enterprise Agreement; (2)
any Enterprise Subscription Enrollment entered inlo under a Microsoft Enterprise Subscription
Agreement, or a Select Agreement.
"Registered Affiliate" means an entity, either Customer or any one of Customer's Affiliates, identified on
an affiliate registration form that has been accepted by Microsoft and has submitted an Order under this
agreement;
"Reselle/' means a large account reseller authorized by Microsoft to resell Licenses in a Registered
Affiliate's region under this program;
'Service Level Agreement" means the document specifying the standards Microsoft agrees to adhere to
and by which it measures the level of service for an Online Service.
SelectPlus20'l 2AgrGov(US)SLG(ENGXOct20l 2)Page 2 ot 16
Document X20-04874
"software Assurance" means an annuity offering that provides new version rights and other benefits for
Products as described in the Product Listi
"Trade Secret" means information that is not generally known or readily ascertainable to the public, has
economic value as a result, and has been subject to reasonable steps under the circumstances to
maintain its secrecy,
"use' or "run" means to copy, install, use, access, display, run or otherwise interact.
2. How the Selecf Plus License program works.
The Select Plus License program allows Registered Affiliates to acquire Licenses at discount pricing.
Customer and Customer's Affiliates can participate in this program if Cuslomer or Customer's Affiliate ('1)
submils an Order meeting the initial minimum order quantity, (2) maintains at least one active Qualifying
Contract, or (3) has purchased the minimum order quantity during the 12 months preceding the effective
date of this agreement. Notwithstanding any other provision of this agreement, only Registered Affiliates
identified in a Registration Form will be responsible for complying with the terms of that registration,
including the terms of this agreement incorporated by reference in that registration.
a. How Registered Affiliates acquire Licenses. A Registered Affiliate will acquire its Licenses
through its chosen Reseller. Orders will be made out to and submitted to the Registered
Affiliate's Reseller. Microsofl will invoice that Reseller according to the terms in the
applicable registration. The Reseller and the Registered Affiliate will determine the
Registered Affiliate's actual price and payment terms.
b. Choosing and maintaining a Reseller. Each Registered Affiliate must choose and maintain
a Reseller authorized in the Registered Affiliate's region.
c. Online Services. Online Services are provided as subscription services and are subject to
the unique terms set forth in the Product Use Rights and the Product List.
3. How to esfabrish price level.
Establishing price levels. Each Product offering is assigned a point value on the Product List and is
assigned to a Product pool. The Customer's price level for a pool applies to purchases made by all
Registered Affiliates under this agreement. Throughout the term of this agreement, the Customer's price
level for each Product and its associated Pool (Applications, Systems and Servers) will be level "O.'
Customer does not need to acquire Products in all pools. The price Microsoft will invoice Reseller will be
based on Customer's price level for the pool of the Product ordercd. Throughout this agreement the term
"pice" refers to reference pice.
4. Lrcense grant - what Registered Affiliates are licensed to run.
Registered Affiliates have the rights below once their registration is accepted by Microsoft. These rights
apply to the Licenses obtained under this agreement and are not related to any order of, or fulfillment of,
software media.
The ability to run current or later versions of a Product licensed under this agreement could be affected by
minimum system requirements or other factors (e.9., hardware or other software).
a. General. At any time after their registration has been accepted by Microsoft, a Registered
Affiliate may run for its own benefit as many copies as it chooses, of any available Products it
chooses, provided that it submits Orders for all copies in the month in which those copies are
first run.
b. Use by Affiliates. A Registered Affiliate may sublicense the right to use the Products
ordered under this agreement to any of its Affiliates, but Affiliates may not sublicense these
rights and their use must be consistent with the License terms contained in this agreement.
SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2)Page 3 of 16
Document X20-04874
c. When Licenses become perpetual.
(i) License only. Registered Affiliate's right to run copies of any Product for which it orders
only a License is temporary until the Registered Affiliate has paid for that License in fult
and Microsoft has collected such payment. Thereafter, Registered Affiliate wi have a
perpetual License to run the number of copies ordered in lhe version ordered.
(i0 L&SA or Software Assurance. Registered Affiliate's right to run copies of any product
for which it orders L&SA or Software Assurance is temporary until:
1) the Registered Affiliate has paid all installments of the price for such coverage and
the Order or renewal term during which such Product Licenses were ordered has
expired or been renewed or
2) the Registered Affiliate is otherwise eligible for perpetual Licenses as provided in this
a9reement.
Thereafter, lhe Registered Affiliate will have perpetual Licenses to run the products
ordered in the latest versions available as of the date of expiration, renewal, or
termination (or any prior version) for the number of copies ordered or renewed.
(iii) Subscription Licenses. Subscription Licenses are not perpetual under any
circumstances.
d. Porpetual Licenses through Software Assuaance. Any perpetual Licenses received
through Software Assurance supersede and replace the underlying perpetual Licenses for
which that Software Assurance coverage was ordered. All perpetual Licenses acquired under
this agreement remain subject to the terms of this agreement and the applicable product Use
Rights.
e. Non-Perpetual Licenses. Some Products may be licensed on a fixed term or subscription
basis. The right to Use Products licensed on a subscription basis terminates upon expiration
of the subscription agreement if it is not renewed.
f. License confirmation. This agreement, the applicable Order, the Registered Affiliate's
Order confirmation, and any documentation evidencing transfers of Licenses, together with
proof of payment, will be lhe Registered Affiliate'E evidence of all Licenses obtained under its
Order as described in this agreement.
g. Prior version rights. A Registered Afflliate may run prior versions of any Product it Licenses
under this agreement. A Registered Affiliate may run different language versions of any
Product it Licenses under this agreement, provided that the License, L&SA, or Software
Assurance for that different language version is available at the same, or lower price, than the
price paid for the language version ordered of the same Product and License type.
How to know what Product Use Rights apply.
a. Product Use Rights. Microsoft publishes Product Use Rights for each version of eachProduct. The latest version of the Product Use Rights is available at
htto://www.microsoft .com/licensinq/contracts.
(i) Product Use Rights for current and future versions of Products. The Product Use
Rights in effect on the effective date of the agreement will apply to all Registered
Affiliates' use of then-current versions of each Product, regardless of the date of the
Order. For future versions, the Product Use Rights in effect when those future versions
are first released will apply. ln both cases, subsequenl changes made by Microsoft to the
Product Use Rights for a particular version will not apply to Registered Affiliates' use of
that version.
(ii) Product Use Rights for earlier versions (downgrade). lf a Registered Affiliate runs an
earlier version of a Product than the version that was current on the agreement effective
SelectPlus20l 2AgrGov(US)SLG(ENGXOct201 2)Page 4 of '16
Document )(20-04874
5
6
date, the Product Use Rights for the version licensed, not the version being run, will
apply. However, if the earlier version includes components that are not part of the
licensed version, any Product Use Rights specilic to those components will apply to the
Registered Affiliate's use of those componenls.
b. Reservation of rights. All rights not expressly granted are reserved by Microsoft. ln lieu of
Customer's obligation to indemnify Microsoft under various provisions of the Product Use
Rights, Customer will be responsible for any cost or damages arising from any claim to which
Customer's indemnity obligation would otherwise apply.
How to order Product Licenses.
a. Placing Orders. Registered Affiliate may purchase Licenses and Online Services Microsoft
makes available under this program by placing Orders with Registered Affiliate's authorized
Reseller. The price and payment lerms for all Orders will be determined by agreement
between Registered Affiliate and its Reseller. When placing orders, a Registered Affiliate
must specify the country or countries where the Registered Affiliate will use the Licenses.
l\,4icrosoft may refuse to accept an Order if Microsoft has a business reason to do so.
lvlicrosoft may change the Products and subscription services available under this program.
b. When is the Registered Affiliate eligible to order rust Software Assurance? A Registered
Affiliate may order Software Assurance for copies of a Product, without the need to
simultaneously order a new License for those copies, in each of the following circumstances:
(i) Registered Affiliate may order Software Assurance for copies of Products for which the
Registered Affiliate has previously obtained perpetual Licenses through Upgrade
Advantage, Software Assurance, or any similar upgrade protection, so long as the Order
for Software Assurance under this Agreement becomes effective ng later than one day
following the expiration of that upgrade protection, and (2) Registered Atfiliate submits an
order for another lerm of Software Assurance for those Licenses prior to or at the
expiration of the previous term.
(ii) During the term of the Agreement (inoluding any renewal term), a Registered Affiliate
may be eligible to order Software Assurance for copies of certain Products licensed
through retail sources or from an original equipment manufacturer ('OEM"), provided that
the Registered Affiliate places its Order within the required time frame. The Product List
at htto://www.microsoft.com/licensino/contracts identifies those Products that may be
enrolled in Software Assurance and the applicable time frame for placing an Order.
(iii) A Registered Affiliate may also order Software Assurance in any other circumstances
expressly permitted in the Product List.
(iv) A Registered Affiliate may renew Software Assurance ordered under this Agreement at
the time it renews its Order as described in the section titled "How to renew an Order."
c. How to confirm Orders. lnformation about Orders, including an electronic confirmation of
each Order, will be provided in a password-protected site on the World Wide Web at
https://www.microsoft.comi licensinq/servicecenter/ or a successor site that will be identified.
Upon Microsoft's acceptance of this agreement, Registered Affiliate's contact identilied for
this purpose will be provided access to this site.
d. lnvoices and payments. For any Orders for Software Assurance or L&SA, if the Registered
Affiliate elects to spread its payments over three years rather than payment in a lump sum, it
may make this election with its Reseller. ln such cases, Microsoft will invoice the Registered
Affiliate's Reseller in installments, the first installment upon receipt of the Order and
subsequent installments on each anniversary of the Order or the Affiliate anniversary month.
Any amounts for Licenses only (i.e. without accompanying Software Assurance) will be
invoiced to the Registered Affiliate's Reseller in full upon receipt of the Order.
SelectPlus20l 2AgrGov(US)SLG(ENGXOct201 2)Page 5 of 16
Oocument )(20-04874
Changing a Reseller. lf Microsoft or the Reseller chooses to discontinue doing business
with one another, Registered Afliliate must choose a replacement Reseller. lf Registered
Affiliate or Reseller intends to terminate their relationship, the initiating party must notify
Microsoft and the other using a form provided by Microsoft at least g0 days prior to the date
on which the change is to take effect.
Making copies of Products and re-imaging rights.
a. General. The Registered Affiliate may make as many copies of the Products as it needs to
distribute lhem within its organization. Copies must be true and complete (including copyright
and trademark notices), from master copies obtained from a Microsoft approved fulfillment
source. The Registered Affiliate may use a third party to make these copies, but the
Registered Affiliate agrees that it will be responsible for that third party's actions. The
Registered Affiliate agrees to use reasonable efforts to make its employees, agents and any
other individuals that it allows to use the Products aware that the Products are licensed from
Microsoft and can only be transferred subject to the terms of this agreement.
b. Gopies for training, evaluation, and back-up. The Registered Affiliate may ('1) use up to
20 complimentary copies of any Producl in a dedicated training facility on its premises, (2)
use up lo 10 complimentary copies of any Product for a 60-day evaluation period, and (3) use
one complimentary copy of any licensed Product for back-up or archival purposes for each of
its distinct geographic locations.
c. Right to "re-image." ln certain cases, re-imaging is permitted using the volume licensing
program Product media. lf the Microsoft Product(s) is licensed (1) from an original equipment
manufacturer (OEM), (2) as full packaged Product through a retail source, or (3) under
another Microsofl program, then media provided under this agreement may be generally
used to create images for use in place of copies provided through that separate source. This
right is conditional upon the following:
(i) Separate Licenses must be owned from the source for each Product that is re-imaged.
(ii) The Product, language, version and components of the copies made must be identlcal to
the Product, language, version and all components of the copies they replace and the
number of copies or instances of the re-imaged Product permitted remains the same.
(iii) Except for copies of an operating system and copies of Products licensed under another
Microsoft program, the Product type (e.9., upgrade or full License) must be identical to
the Product type from the separate source.
(iv) Any Product-specific requirements for re-imaging identified in the Product List.
(v) Re-images made under this subsection remain subject to the terms and use rights
provided with the License from the separate source. This subsection does not create or
extend any warranty or support obligation.
Transferring and reassigning Licenses,
a. License transfers. License lransfers are not permitted, except that Customer may transfer
fully-paid perpetual licenses to:
Transferring Licenses to third parties. You may transfer fully-paid perpetual Licenses:
(i) if you are an agency of a state or local government to: (a) any other government agency,
department, instrumentality, division, unit or other office of your state or local government
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
SelectPlus20'l 2AgrGov(US)SLG(ENGXOcU0I 2)Page 6 of 16
Document /O0-04874
e
7.
8.
your state's Jurisdiction and geographic boundaries; and (iii) any other entity expressly
authorized by the laws of your state to purchase under state contracts, or (b) an
unaffiliated third party in connection with a privatization of an affiliate of agency as set
forth in (a) above or of an operating division of the Enrolled Affiliate or one if its affiliates
as set forth in (a) above, a reorganization, or a consolidation.
Customer must notify Microsoft of a transfer of license by completing a transfer notice form,
which can be obtained from http://www.microsoft.com/licensi no/contracts and send the
completed form to Microsoft before the license transfer. No License transfer will be valid
unless Customer provides to the transferee, and the transferee accepts in writing, the
applicable Product Use Rights, use restrictions, limitations of Iiability (including exclusions
and warranty provisions), and the transfer restrictions described in this section. Any license
transfer not made in compliance with this section will be void.
b. lnternal Reassignment of Licenses and Software Assurance.
(i) For Products other than the desktop operating system uPgrade. For Products other
than the desktop operating system upgrade, Registered Afflliate may internally reassign
Licenses to an Affiliate. However, Registered Affiliate may not reassign Licenses on a
short-term basis (90 days or less), or reassign Software Assurance or other upgrade
coverage separately from the underlying License, except as provided otherwise in this
agreement.
(ii) For desktop operating systems. The Registered Affiliate may not reassign desktop
operating system upgrade Licenses from one computer to another. The Registered
Affiliate may internally reassign Software Assurance coverage on desktop operating
systems upgrades from the original computer to a replacement computer internally, as
long as (1) the replacement computer is licensed to run the latest version of that
operating system, and (2) the Registered Affiliat€ removes any desktop operating system
upgrades from the original computer.
Term and termination.
a. Term. This agreement will remain in effect unless it is terminated by either party as described
below.
b. Termination without cause. Either party may terminate this agreement without cause upon
60 days written notice. Such termination will merely terminale either party's and its
Registered Affiliates' ability to place Orders under this agreemenl. Such termination will not
affect any Orders not otherwise terminated, and any terms of lhis agreement applicable to
any Orders not otherwise terminated will continue in effect with respect to that Order.
c. Mid-term termination for non-appropriation of Funds. Enrolled Affiliate may terminate
this agreement or an Enrollment without liability, penalty or further obligation to make
payments if funds to make payments under the agreement or Enrollment are not appropriated
or allocated by the Enrolled Affiliate for such purpose.
d. Termination for breach. Either party to an Order may terminate it if the other party
materially breaches its obligations under this agreement, including any obligation to pay
amounts owed. Excepl where the breach is by its nature not curable within 30 days, the
terminating party must give the other party 30 days' notice and opportunity to cure. lf
Microsoft gives such notice to a Registered Affiliate, Microsoft will give Customer a copy of
that notice as well and Customer agrees to assist in attempting to resolve the problem. lf the
problem also affects other Affiliate registrations and cannot be resolved between Customer
and Microsoft within a reasonable period of time, Microsoft may also terminate this
agreement and all other Affiliate registrations under it, unless the basis for termination of the
registration is non-appropriation of funds to the registered affiliate, in which event Microsoft
may only terminate the affected registration(s). lf a Registered Affiliate ceases to be an
SelectPlus20l 2AgrGov(US)SLG(ENGXOct201 2)Page 7 of 16
Documenl X20-04874
I
Affiliate of Customer, Customer must promptly notify Microsoft of this fact, and Microsoft may
terminate the divested Registered Affiliate's registration.
e. Affiliate termination. lf (1) a Registered Affiliate terminates its registration as a result of a
breach by Microsoft, or (2) if Microsoft terminates Registered Affiliate's registration because it
has ceased to be an Affiliate of Customer, or (3) Registered Afflliate terminates a registration
for non-appropriation of funds, or (4) Microsoft terminates a registration for non-payment due
to non-appropriation of funds,, then the Registered Affiliate will have the following options
with regard to any Orders it has under lhe agreement:
(i) For Licenses available on a perpetual basis, it may immediately pay the total remaining
amount due, including all installments, in which case the Registered Affiliate will have
perpetual Licenses for all copies of the Products it has ordered, or
(ii) lt may pay only amounts due as of the terminalion date, in which case the Registered
Affiliate will have perpetual Licenses for:"
1) all copies of all Products for which payment has been made in full (including the
latest version of Products under Software Assurance coverage), and
2) the number of copies of Products it has ordered (including the latest version of
Products under Software Assurance) for which payment has been made in
installments that is proportional to the total of payments made versus total amounts
due if the early termination had not occurred.
Nothing in this section shall affect perpetual License rights acquired either in a separate
agreement or in a prior term of the terminated registration.
f. Effect of termination. When this agreement, a registration or an Order is terminated,
(i) Each affected Registered Affiliate must order Licenses for all copies of Products it has
run for which it has not previously submitted an Order. Except for the options provided
above in the event of termination of a Registered Affiliate's registration, any and all
unpaid payments or any order of any kind, including subscription services, immediately
become due and payable.
(ii) Registered Affiliate's right to Software Assurance benefits under this agreement ends for
all Software Assurance for which payment has not been made in full.
10. How to renew an Order.
Microsoft will provide prior notice of expiration of any Software Assurance ordered under the
agreement advising Customer of its Software Assurance renewal options. Microsoft may make a
change to this program that will make it necessary for Customer to enter into a new agreement to
renew Software Assurance.
To maintain Software Assurance coverage for any copies previously ordered under this
agreement, Registered Affiliate must submit an Order for another term of Software Assurance for
those Licenses prior to or on the expiration of the previous term.
Gonsequences of non-renewal. lf Registered Affiliate elects not to place another Order for
Software Assurance and it otherwise allows Software Assurance for any copies of any Products
licensed to lapse, then the Registered Affiliate will not be permitted to order Software Assurance
for those copies later without first acquiring L&SA.
Renewing Software Assurance. lf Registered Afflliate is placing an Order for Software
Assurance from multiple Select programs or is consolidating multiple previous Enrollments or
agreements into this agreement, please complete the multiple previous Enrollment form.
SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2)Page I of 16
Document )(20-04874
11. Restrictions on use.
Registered Affiliate must not:
a. separate and use the components of a Product on two or more computers, upgrade or
downgrade components at different times, or transfer components separately, except as
provided in the Product Use Rights;
b. reverse engineer, decompile or disassemble any Product or Fix, except where applicable law
permits it despite this limitation; or
c. distribute, sublicense, rent, lease, lend, or host any Product or Fix except as permitted by this
Agreement, the Product Use Rights, or in a separate wriften agreement
12. Confidentiality.
To the extent permitted by applicable law, the terms and conditions of this Agreement is confidential.
Neither party will disclose such terms and conditions, or the substance of any discussions that led to
them, to any third party other than Affiliates or agents, or to designated or prospective resellers wtro: (1)
have a need to know such information in order to assist in carrying out this agreement; and (2) have been
instructed that all such information is to be handled in strict confidence.
For the avoidance doubt, the parties acknowledge that this Confidentiality provision recognizes that when
there is a business need to do so, Microsofl and Customer may need to share/exchange their respective
Confidential lnformation with each other to develop a more meaningful business relationship. This section
provides Microsoft and Customer with a well-balanced, commercially reasonable and comprehensive set
of confidentiality terms that enable both parties to share/exchange a wide range of Confidential
lnformation with each other knowing with confidence that significant confidentiality protections are in
place. The confidentiality terms denoted below do not govern Microsoft's handling of Customer Data. ln
all anstances under this Agreement, Microsoft's handling of Customer Data shall be governed as
described under various other provisions of this Agreement and by Microsoft's data security policy.
a. what is included. "Confidential lnformation" is non-public information, know-how and Trade
Secrets in any form that are designaled as "confidential" or a reasonable person knows or
reasonably should understand to be confidential. lt includes non-public information regarding
either party's products or customers, marketing and promotions, or the negotiated terms of
Microsoft agreements.
b. What is not included. The following types of information, however marked, are not
Confidential lnformation. lnformation that:
(i) is, or becomes, publicly available without a breach of this agreement;
(ii) was lawfully known to the receiver of the information without an obligation to keep it
confidential;
(iii) is received from another source who can disclose it lar,vfully and without an obligation to
keep it confidential;
(iv) is independently developed: or
(v) is a comment or suggestion one party volunteers about the other's business, products or
services.
c. Treatment of Confidential lnformation.
(i) ln general. Subject to the other terms of this agreement, each party agrees:
1) it will not disclose the othe/s Confidential lnformation to third parties; and
2) it will use and disclose the other's Confidential lnformation only for purposes of the
parties' business relationship with each other.
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Document X20-04874
(ii) Security precautions. Subject to the other terms of this agreement, each party agrees:
1) to take reasonable steps to protect the other's Confidential lnformation -- these steps
must be at least as protective as those the party takes to protect its own Confidential
lnformation;
2) to notify the other promptly upon discovery of any unauthorized use or disclosure of
Confidential lnformation: and
3) to cooperate with the other to help regain control of the Confidential lnformation and
prevenl further unauthorized use or disclosure of it.
(iii) Sharing Confidential lnformation with Affiliates and representatives.
1) A 'Representative" is an employee, contractor, advisor, or consultant of one of the
parties or of one of the parties' Affiliates.
2) Each party may disclose the other's confidential information to its Representatives
(who may then disclose that Confldential lnformation to other of that party's
Representatives) only if those Representatives have a need to know about it for
purposes of lhe parties' business relationship with each other. Before doing so, each
party must:
A. ensure that Affiliates and Representatives are required to protect the Confidential
lnformation on terms consistent with this agreement; and
B. accept responsibility for each Representative's use of Confidential lnformation.
3) Neither party is required to restrict work assignments of Representatives who have
had access to Confidential lnformation. Neither party can control the incoming
information the other will disclose to it in the course of working together, or what that
party's Representatives will remember, even 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 that has the force of law. Before doing so, each party must seek
the highest level of protection available and, when possible, give the other enough prior
notice to provide a reasonable chance to seek a protective order.
d. Length of Contidontial lnformation obligations. Except as permitted above, neither party
will use or disclose the other's Confidential lnformation for five years after it is received. The
five-year time period does not apply if applicable law requires a longer period or the Product
Use Rights provide a more specific requirement.
13. Warranties.
a. Limited warranty. Microsoft warrants that:
(i) Online Services will perform in accordance with the applicable Service Level Agreement;
(ii) Products other than Online Services will perform substantially as described in the
applicable Microsoft user documentation; and
b. Limitod waaranty term. The limited warranty for:
(i) Online Services is for the duration of Customer's use of the Online Service, subject to the
notice requirements in the applicable Service Level Agreement;
SelectPlus20l 2AsrGov(US)SLG(ENGXOcz01 2)Page 10 of 16
Document X20-04874
(ii) Products other than Online Services is one year from the date Customer first uses the
Product; and
c. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of
law last for one year from the start of the limited warranty;
(ii) the limited warranty does not cover problems caused by accident, abuse or use in a
manner inconsistent with this agreement or the Product Use Rights, or resulting from
events beyond Microsoft's reasonable control;
(iii) the limited warranty does not apply to componenls of Products that Customer is
permitted to redistribute;
(iv) the limited warranty does not apply to free, trial, pre-release, or beta products; and
(v) the limited warranty does not apply to problems caused by the failure to meet minimum
system requirements.
d. Remedies for breach of limited warranty. lf Microsoft fails to meet any of the above limited
warranties and Customer notifies Microsoft within the warranty lerm, then l\ricrosoft will:
(i) for Online Services, provide the remedies identified in the Service Level Agreement for
the affected Online Service:
( ii) for Products other than Online Services, at its option either (1) return the price paid or (2)
repair or replace the Product; and
These are Customer's only remedies for breach of the limited warranty, unless other
remedies are required to be provided under applicable law.
e. DISCLAIMER OF OTHER WARRANTIES. OTHER THAN THIS LIMITED WARRANW,
MICROSOFT PROVIDES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR
CONDITIONS. MICROSOFT DISCLAIMS ANY IMPLIEO REPRESENTATIONS,
WARRANTIES, OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, OR NON-
INFRINGEMENT. THESE DISCLAIMERS WLL APPLY UNLESS APPLICABLE LAW
DOES NOT PERMIT THEM.
Defense of infringement, misappropriation, and third pady claims.
a. Microsoft's agreement to protect. [ilicrosoft will defend Enrolled Affiliate against any
claims made by an unaffiliated third party that any Product or Fix that is made available by
Microsoft for a fee infringes that party's patent, copyright, or trademark or makes unlawful use
of its Trade Secret. Microsoft will also pay lhe amount of any resulting adverse final
judgment (or settlement to which Microsoft consents). This section provides Enrolled
Affiliate's exclusive remedy for these claims.
b. Limitations on defense obligation. Microsoft's obligations will not apply to the extent that
the claim or award is based on:
(i) Customer Data, non-Microsoft software, modifications Enrolled Affiliate makes to, or any
specifications or materials Enrolled Affiliate provides or makes available for, a Producl or
Fix.:
(ii) Enrolled Affiliate's combination of the Product or Fix with a non-Microsoft product, data or
business process; or damages based on the use of a non-Microsoft product, data or
business process; ;
(iii) Enrolled Affiliate's use of either Microsoft Trademarks or the use or redistribution of a
Product or Fix in violation of this agreement or any agreement incorporaling its terms or;
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Document )(20-04874
14.
(iv) Enrolled Affiliate's use of a Product or Fix after Microsoft identifies Enrolled Affiliate to
discontinue that use due to a third party claim.
To the extent permitted by applicable law, Enrolled Affiliate will be responsible Microsoft
for any costs or damages that result from any of the above actions.
c. Enrolled Affiliate's agreement to protect. To the extent permitted by applicable law,
Enrolled Affiliate will defend Microsoft and its Affiliates against any claims made by an
unafriliated third party lhat:
(i) any Customer Data or non-Microsoft software Microsoft hosts on Customels behalf
infringes the third parly's patent, copyright, or trademark or makes unlaMul use of its
Trade Secret;or
(ii) Arises from violation of the Acceptable use Policy, which is described in the Product Use
Rights.
Customer will be responsible for the amount of any resulting adverse final judgment (or
settlemenl to which it consents). This Section provides Microsoft's exclusive remedy for
these claims.
d. Rights and remedies in case of possible infringement or misappropriation.
(i) Microsoft's offerings. lf Microsoft reasonably believes that a Product or Fix may infringe
or misappropriate a third-party's intellectual property rights, I/icrosoft witt seek to: (1)
procure for Enrolled Affiliate the right to continue to use the Product or Fix; or (2) modify
or replace it with a functional equivalent to make it non-infringing and notify Enrolled
Affiliate to disconlinue use of the prior version, which Enrolled Affiliate must do
immediately. lf the foregoing options are not commercially reasonable for Microsoft, or if
required by a valid judicial or government order, Microsoft may terminate Enrolled
Affiliate's license or access rights in the Product or Fix. ln such a case, l,4icrosoft will
provide Enrolled Affiliate with notice and refund any amounts Enrolled Affiliate has paid
for those rights to the Product or Fix (or for Online Services, any amount Enrolled Affiliate
has paid in advance for unused Online Services).
(ii) Customer Data or use of non-Microsoft software with Online Services. lf an
unaffiliated third party asserts that Customer Data or non-Microsoft software or
technology used by Enrolled Affiliate the Online Services violates their intellectual
property rights, Microsoft may ask Customer to remove the allegedly infringing item. lf
Enrolled Affiliate fails to do so within a reasonable period of time, i,4icrosoft may suspend
or terminate the Online Service to which the Customer Data or non-l\4icrosoft software
relates.
e. Obligations of protected party. Enrolled Affiliate must notify Microsoft promptly in writing of
a claim subject to the Subsection titled "Microsoft's agreement to protecl" and Microsofl must
notify Enrolled Affiliate promptly in writing of a claim subject to lhe Subsection titled
"Customer's agreement to protect." The party invoking its rightto protection must(1) give the
other party sole control over the defense or settlement; and (2) provide reasonable
assistance in defending the claim. The party providing the protection will reimburse the other
party for reasonable out of pocket expenses that it incurs in providing assistance.
15. Limitation of liability.
a. Limitation on liability. To the extent permitted by applicable law, the liability of each party,
its Affiliates, and its Contraclors arising under this agreement is limited to direct damages up
to ('1) for Products other than Online Services, the amount Customer paid for the Product
giving rise to that liability and (2) for Online Services, the amount Customer was required to
pay for the Online Service giving rise to that liability during the prior 12 months. ln the case
of Products provided free of charge, or code that Customer is authorized to redistribute to
third parties without separate payment to Microsoft, Microsoft's liability is limited to U.S.
SelectPlus20l 2AgrGov(US)SLG(ENG)(Oc12012)Page 12 of 16
Document X20-04874
$5,OOO. These limitations apply regardless of whether the liability is based on breach of
contract, torl (including negligence), strict liability, breach of warranties, or any other legal
theory. However, these monetary limitations will not apply to:
(i) Microsoft's and Customer's obligations under the section titled "Defense of infringement,
misappropriation, and third party claims';
(ii) liability for damages caused by either party's gross negligence or willful misconduct, or
that of its employees or its agents, and awarded by a court of rinal adjudication (provided
that, in jurisdictions that do not recognize a legal distinction between'gross negligence"
and "negligence,' "gross negligence" as used in this subsection shall mean
"recklessness');
(iii) liabilities arising out of any breach by either party of its obligations under the section
entitled "Confidentiality', except that Microsoft's liability arising out of or in relation to
Customer Data shall in all cases be limited to the amount Customer paid for the Online
Service giving rise to that liability during the prior 12 months;
(iv) Iiability for personal injury or death caused by either party's negligence, or that of its
employees or agents, or for fraudulent misrepresentation; and
(v) violation by either party of the other party's intellectual property rights.
b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF
ITS AFFILIATES, OR CONTRACTORS, wlLL BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST
PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS
INFORMATION ARISING IN CONNECTION wlTH THIS AGREEMENT, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH OAMAGES OR IF SUCH POSSIBILITY WAS
REASONABLY FORESEEABLE. HOWEVER, THIS EXCLUSION DOES NOT APPLY TO
EITHER PARTY'S LIABILITY TO THE OTHER FOR VIOLATION OF ITS
CONFIDENTIALITY OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION
RELATES TO CUSTOMER DATA), THE OTHER PARTY'S INTELLECTUAL PROPERW
RIGHTS, OR THE PARTIES' RESPECTIVE OBLIGATIONS IN THE SECTION TITLED
"DEFENSE OF INFRINGEMENT, MISAPPROPRIATION, AND THIRD PARTY CLAIMS."
c. Affiliates and Gontractors. Neither Microsoft nor Customer shall bring any action against
the other's Affiliates or Contractors in respect of any matter disclaimed on their behalf in this
agreement. Each party will indemnify the other in the event of any breach of this provision.
Verifying compliance.
a. Right to verify compliance. Customer must keep records relating to the Products it and its
Affiliates use or distribute. Microsoft has the right, to the extent permitted by applicable law,
to verify compliance with the license terms for the Products, at Microsoft's expense.
b. Verification process and limitations. Microsoft will provide customer at least 30 days'
notice of its intent to verify compliance. i/icrosoft will engage an independent auditor, which
will be subject to a confldentiality obligation. Verification will take place during normal
business hours and in a manner that does not interfere unreasonably with Customer's
operations. Customer must promptly provide the independent auditor with any information it
reasonably requests in furtherance of the verification, including access lo systems running
the Products and evidence of licenses for Products Customer hosts, sublicenses, or
distributes to third parties. As an altemative, Microsoft may require Customer to complete
Microsoft's self-audit process relating to the Products Customer and any of its Afliliates use
or distribute. Such information will be used solely for purposes of determining compliance.
c. Remedies for non-compliance. lf verification or self-audit reveals any unlicensed use,
Customer must within 30 days order sufricient licenses to cover its use. lf there is no
16.
SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2)Page 13 of '16
Document X2G04874
unlicensed use, Microsoft will not undertake another verification of the same Customer for at
least one year. By exercising the rights and procedures described above, Microsoft does not
waive its rights to enforce this agreement or to protect its intellectual property by any other
means permitted by law.
17. Non-Microsoft Software or Technology.
a. Registered Afflliate is solely responsible for any non-Microsoft software or technology that it
installs or uses with the Products or Fixes. Microsoft is not a party to and is not bound by any
terms governing Enrolls use of non-Microsoft software or technology. Without limiting the
foregoing, non-Microsoft software or scripts linked to or referenced from any Product website,
are licensed lo Registered Affiliate under the open source licenses used by the third parties
that own such code, not by Microsoft.
b. lf Registered Affiliate installs or uses any non-Microsoft software or technology with the
Products or Fixes, it directs and controls the installation in and use of such software or
technology in the Products or Fixes, through its actions (e.9., through Registered Affiliate's
use of application programming interfaces and other technical means that are part of the
Online Services). Microsoft will not run or make any copies of such non-Microsoft software or
technology outside of its relationship with Registered Afflliate.
c. lf Registered Affiliate installs or uses any non-Microsoft software or technology with the
Products or Fix, it may not do so in any way that would subject Microsoft's intellectual
property or technology to obligations beyond those included in the agreement.
18. Miscellaneous.
a,Notices to Microsoft. Notices, authorizations, and requests in connection with this
agreement must be sent by regular or overnight mail, express courier, or fax to the addresses
and numbers listed in this agreement. Notices will be treated as delivered on the date shown
on the return recei or on the courier or fax confirmation of del ivery
b. Assignment. Either party may assign this agreement to an Affiliate only. Assignment will
not relieve the assigning party of its obligations under the assigned agreement. lf either party
assigns this agreement, it must notify the other party of the assignment in writing.
c. Subcontractoas. Microsoft may use contractors to perform Services and support Online
Services. Microsoft will be responsible for their performance subject to the terms of this
a9reement.
d. Severability. lf a court holds any provision of this agreement to be illegal, invalid or
unenforceable, the rest of the document will remain in effect and this agreement will be
amended to give effect to the eliminated provision lo the maximum extent possible.
e. Waiver. A waiver of any breach of this agreement is not a waiver of any other breach. Any
waiver must be in writing and signed by an authorized representative of the waiving party.
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Document X20-04874
Microsofl Corporation
Legal and Corporate Affairs
Volume Licensing Group
One Microsoft Way
Redmond, WA 98052
USA
Via Facsimile:(425) 936-7329
Copies should be sent to:
f. Applicable law; dispute resolution. The terms of this agreement will be governed by the
laws of Registered Affiliate's state, without giving effect to its conflict of laws. Disputes
relating to this agreement will be subject to applicable dispute resolution laws of Registered
Affiliate s state.
g. This agreement is not exclusive. Customer is free to enter into agreements to license, use
or promote non-Microsofl software.
h. Entire agreement. This agreement, the Product List, all registrations under this agreement,
and the Product Use Rights constilute the entire agreement concerning the subject matter
and supersede any prior or contemporaneous communications ln the case of a conflict
between any of these documents that is not resolved expressly in the documents, their terms
will control in the following order: (1) these terms and conditions and the accompanying
signature form; (2) the Product List; (3) the Product Use Rights; (4) all registrations under this
agreement; and (5) all Orders submitted under this agreement. The terms of any purchase
order or any general terms and conditions Customer maintains do not apply.
i. Survival. Provisions regarding ownership and License rights, fees, Product use rights,
reslrictions on use, evidence of perpetual Licenses, transfer of Licenses, warranties, defense
of infringement and misappropriation claims, Iimitations of liability, confidentiality, compliance
verification, open source license restrictions, obligations on termination or expiration and the
other provisions in this section entitled "Miscellaneous" will survive termination or expiration
of this agreement and of any agreement in which they are incorporated.
,. No transfer of ownership. Microsoft does not transfer any ownership rights in any licensed
Product. Microsoft reserves all rights not specifically granted. The Products are protected by
copyright and other intellectual property rights laws and intemational treaties.
k. Free ProduCb. lt is Microsoft's intent that the terms of this agreement and the Product Use
Rights be in compliance with all applicable federal law and regulations. Any free Product
provided to Registered Affiliate is for the sole use and benefit of the Registered Affiliate, and
is not provided for use by or personal benefit of any specific government employee.
l. Amending the agreement. This agreement (except the Product List and lhe Product Use
Rights) can be changed only by an amendment signed by both parties.
m. Resellers and other third parties cannot bind Microsoft. Resellers and other third parties
do not have authority to bind or impose any obligation or liability on l\ilicrosoft.
n. Privacy and Security. Microsoft and Enrolled Affiliate will each comply with all applicable
privacy and data protection laws and regulations (including applicable security breach
notification law). However, Microsoft is not responsible for compliance with any laws
applicable to Enrolled Affiliate or Enrolled Affiliate's industry that are not also generally
applicable to information technology services providers. Enrolled Afflliate consents to the
processing of personal information by Microsoft and its agents to facilitate the subject matter
of this agreement. Enrolled Affiliate may choose to provide personal information to Microsoft
on behalf of third parties (including Enrolled Affiliate's contacts, resellers, distributors,
administrators, and employees) as part of this agreement. Enrolled Affiliate will obtain all
required consents from third parties under applicable privacy and data protection law before
providing personal information to N4icrosoft.
The personal information Enrolled AfJiliate provides in connection with this agreement will be
processed according to the privacy statement available at
http s:i/www.microsoft.comilicensinq/servicecenter (see footer), except that Productspecific
privacy statements are in the Product use rights. Personal data collected through Products
or Services may be transfened, stored and processed in the United States or any other
country in which Microsoft or its service providers maintain facililies. By using the Products
or Services, Customer consents to the foregoing. Microsoft abides by the EU Safe Harbor
and the Swiss Safe Harbor frameworks as sel forth by the U.S. Department of Commerce
SelectPlus20l 2AgrGov(US)SLG(ENGXOct2012)Page 15 of 16
Document X20-04874
regarding the collection, use, and retention of data from the European Union, the European
Economic Area, and Switzerland.
For Online Services, additional privacy and security details are in the product use rights.
o. Natural disasters. ln the event of a "natural disaster", Microsoft may provide additional
assislance or rights by posting on htto://www.microsoft.com at such time.
p. Copyright violation. Except as set forth in section above entitled "Transferring and
reassigning Licenses", the Registered Affiliate agrees to pay for, and compty with the terms of
this agreement and the Product Use Rights, for the Products it uses. Except to the extent
Registered Affiliate is licensed under this agreement, it will be responsible for its breach of
this conlract and violation of Microsoft's copyright in the Products, including payment of
License fees specified in this agreement for unlicensed use.
q. U.S, export jurisdiction. Products and Fixes are sub.iect to U.S. export jurisdiction.
Customer will comply with all U.S. Export Administration Regulations and lnternational Traffic
in Arms Regulation requirements as well as all end-user, end-use, and destination restrictions
issued by the U.S. and other governments applicable to this agreement. For additionat
information, see htto://www.micro .com/expOrtinq
SeleclPlus20l 2Agrcov(US)SLG(ENGXOcl201 2)Page 16 of '16
Document )(20-04874
Micrdsoft Licensing, GP Document Summary Form
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Customer and the Microsoft Affiliat€ signing, as orthe effective date identified below.
By signing below, Cuslcmer and the Microsoft Affiliate agree that both padies (1) have received, read and
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' indicates required field
lf Customer requires physical media, additional contacts, or is rePorling muttiple previous Enrollments.
include the appropriate form(s) wlh this signalure form.
After this signature form is signed by the customer, send it and the contract Documents to customefs
channel patiner or Microsofl accouni manager, who must submlt them to the following address. When
tne signature form is fully executed by Microaoft, C6tomer will receive a confirmation copy.
Mtcrosoft Llcen si ng, G P
Dept. 551, Volume Licensing
6100 Neil Road. suite 210
Reno, Nevada 8951 1-1 '137
USA
ProgramslgnForm(MSSignXNA,LatAm)ExBRA,MLI(ENGX@2o12)
Sianatur€'
Prlnt6d FilBt and Last Name'
Printed Tltle* ' ....-
Slgnature Dater ' . '
Name of Entlty (must be legal entlty name)'
Customer
Name ot Entlty (must be lsgal entity name)'
Signaturc'
Pri_nlgd ElFt and Last Name*
i.inted Tttt..
Signature Date'
Optlonal 2nd Customer 3l9naturc or outsourcor slgnatur6 (ff applicabls)
outsourcer
Page 2 of 3
Preparod By: Name of Preparer
Email of Preparer
ProgramSignForm(MSSign)(tlA,btAm)EtARA,ML(ENGXOcl201 2)Page 3 of 3
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