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Home My WebLink About25903COUNTY OF FRESNO OCCRACT PURCHASING DATE: 10/20/2009 THlS EXTRACT IS FOR REFERENCE AND INFORMATlONA L PURPOSES ONLY. ALL BUSINESS AND MANAGEMENT DECISIONS MUST BE GOVERNED BY THE UNDERLYING CONTRACT. ANY QUESTlONS MUST INCLUDE THE CONTRACT NUMBER AND BE ADDRESSED TO THE COUNTY'S PURCHASING OFFICE AT 45671 10. CONTRACT NUMBER: P-09-538-H CONTRACT TITLE: Microsoft Enterprise Software CONTRACT PERIOD: 11/1/2009 thlu 10131/2014 ;=NCLUDE USING AGENCIES: ITSD TERMS: Net 30 Days DEUVERY TERMS: DEUVERY TIME: BUYER: CONTRACT VALUE: LOCATION: H - Patricia J. Flaherty $1,500,000.00 Annual ~imum VENDOR NUMBER 0000004274 NAME 1 ADDRESS Dell Computers 1 Dell Way Round Rock 2E Round Rock, TX 78682 REPRESENTATIVE: Fritzi Mulkey TELEPHONE: (51 2) 723-4848 FAX: (51 2) 283-4848 E-MAIL: BOARWGROUPSTATE CONTRACT NO: REQUISITION NO'S: 89051 001 58 NW canwllatii Rdewce: ~enewal Short Term TIC MK m5/1/2014 ~djwtmenl [II ~vw~reem cod^ 208 ~dd0n Kill REPORTS: None Org: 8905 Supersedes - COMMODITIES, SERVICES OR MAINTENANCE COVERED UNDER THlS ACTION: This is to purchase Microsoft Software from Dell. This is an Enterprise Agreement - State and local government entities. Agreement allows Dell to sell Microsoft to County. This is under the Riverside County Agreement (01 E69633). SPECIAL CONDITIONS FOR USE: AUTOMATIC RENEWAL: In the absence of notification from vendor to Purchasing, or instnrctions from County department to Purchasing, this Agreement will automatically renew for one year on November 1,2010, November 1,211, November 1,2012 and November 1,2013.. MSTRlBUllON RMUESTEWYIDATE ADDTTDNAL DISTRIBUTION CONTFWT FILE' MI BUYER: VENDOR NIXTOR DEPARTMENT: rrso RKXllSmONER VCkiCartwn Extract Page I of 1 Enterprise Agreement llCcrosdt 1 Volume Licensing State and Local Not for Use with Miaosoff Agreement or Microsoft Business and Se~ces Agreement Contents Enterprise Agreement .................. ... ........................................... 1 7. Psnnitions. ............ ..... ........................................ 1 2. How the Enterprise program works. ..... ............................................ 3 3. How to estabfish price level. ...... .......................................... 4 d License grant - what Enroffed Af/liIiates are licensed to run.. ............................... 4 5. How to know what Product use rights apply. ............................................ 6 ............................................... 6. How to order Product Licenses.. ..... 6 I. Making copies of Products and re-imaging rights. ............................................. 8 8. T'nsfemmng and reassigning Ucenses. ............................................ 9 9. Tern and termhation. ......... ............................................ 10 ...................................... 70. How to renew an Enrollment. ...... 11 9. Restrictions on use. ............. ................................................ 12 7 Confideniiaiity ............ ... ................................................ 12 3 Warranties. ....... .......... .............................................................. 13 74. Deliense of infn'ngement and m/sappropffation claims ......................................... 13 5 Limitation of fiabii/fu. .................. ......................................................... 15 76. Verieing compfisnce. ................................................................................. 1 5 I7. M/sceifaneous. ................................................................................... 16 This Microsoft Enterprise Agreement is entered into between the entities identified on the program signature form. Effective date. The effective date of this agreement is the effective date of the first Enrollment or the date Microsoft accepts this agreement, whichever 1s earlier This agreement consists of (1) these agreement terms and conditions and the signature form and all attachments identified therein, (2) the Product Llst. (3) the Product use rights applicable to Products licensed under this agreement, (4) any Affiliate Enrollment entered into under this agreement, and (5) any order subm~tted under this agreement. Terms and Conditions A Note on Section Summaries: Some sections of this agreement have a summary at the beginning. These summaries are intended for ease of reference and are not part of the agreement. If any summary conflicts with the section it is summarizing, the section of the agreement, and not the - 1. Definitions. "Affil~ate" means (1) with regard to Customer, (a) 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 Enterprise 6 6 Government Agreement (North America)State and Local(Eng1tsh) September 3. 2007 Page 1 of 17 Document X20-00033 supervision with Customer; (b) 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 withln Customer's state jurisdiction and geographic boundaries; and (c) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under state contracts; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affil~ates of the federal government and its Affil~ates, and (2) with regard to Microsoft, any legal entity that Microsoft owns, that owns M~crosoft. or that is under common ownership wrth Microsoft, "Additional Product" means any Product other than an Enterprise Product that an Enrolled Affiliate chooses to license under its Enrollment. "available" means Microsoft has made licenses for that Product available on the Product List for ordering under a particular licensing program; "CAL" means a Client Access License, "Commercial Product" means any Product Mlcrosoft makes available for license for a fee; "Customer" means the entity that has entered Into this agreement and its Affiliates; "Device-based Licenses" means Licenses that are calculated based on the number of Qualified Desktops that allow a single device to run a Product. "Enrolled Affiliate" means an entity, either Customer or any one of Customer's Affiliates, that has entered Into an Enrollment under this agreement; "Enrollment" means the document that an Enrolled Affilrate submits under this agreement to place its inibal order; "Enterprise" means the Enrolled Affiliate and the Affiliates it chooses on its Enrollment to include in its enterprise; "Enterprise Product" means any Product that Microsoft designates as an Enterprise Product and that an Enrolled Affiliate chooses to license under its Enrollment (Enterprise Products may only be licensed on an Enterprrse-wide basis under this program), "Fixes" means Product fixes, modificabons or enhancements or their derivatives that Microsoft releases generally (such as Commercral Product service packs); "Free Product" means any Product Microsoft makes available for license without charge; "License" means, for any one of the Products identified in the Product List (including standard Licenses and upgrades for desktop operating systems), the right to run the version of the Product ordered; "L&SAn means a Lrcense and Software Assurance for any Product ordered; "Microsoft" means the M~crosoft Affiliate that has entered into this agreement or an Enrollment and its Affiliates, "Online Service" means any software we license Enrolled Affiliate to run on Microsoft servers on a subscnption basis; "Pre-releasen or "Beta" Products are Products provided prior to commercial release, "Product" means all Commercial Products, Free Products, Pre-release Products and Beta Products, ~ncluding any online services and other web-based servlces identified on the Product List, "Product Listn means, with respect to any licensing program, the statement publrshed by Microsoft from time to time on the World Wide Web at http.Ilmicrosoft comllicens~nq/contracts, or at a successor site that Microsoft identifies. which ~dentifies 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; Enterprise 6 6 Government Agreement (North Amenca)State and Local(Engl~sh) September 3. 2007 Page 2 of 17 Document X20.00033 "Qualified Desktop" means any personal desktop computer, portable computer, workstatton. or similar device that 1s used by or for the benefit of an Enrolled Affil~ate or any Affiliate included in its Enterprise and that meets the minimum requirements for running any of the Enterprise Products. Qualified Desktops do not include: (i) any computer that IS designated as a server and not used as a personal computer, (ii) any device dedicated to run ONLY line-of-business software (e.g. an accounting or bookkeeping program used by an accountant or a computer-aided desrgn program used by an engineer or architect), or (lii) any device running an embedded operating system (eg.. Wlndows Vista for embedded, W~ndows XP embedded), 'Qualified User" means a person who rececves Online Serv~ces or who accesses any CAL server sofhvare licensed within an Enrolled Affiliate's Enterprise It does not include a person who accesses the software under an External Connector Llcense. It also does not Include a person who accesses the software In some other way that does not require a CAL; "Qualifying Enrollment" means (1) an Enterpnse Enrollment under a separate Microsoft Enterprise Agreement, (2) any Enterprlse Subscription Enrollment under a separate Microsoft Enterprise Strb~m~~,-~~~~&mtted under the Microsoft Enterprise Agreement identified on the program signature form, "Reseller" means a large account Reseller authorized by M~crosoft to resell Licenses in an Enrolled Affiliate's terrltory under this program; "run" or "usen means to copy, install, use, access, display, run or othewtse interact with; "Software Assurance" means an annuity offer~ng that provldes new version rights and other benefits for Microsoft software Products as set forth in the Product List, and "User-based Licensesn means Licenses calculated based on the number of Qualified Users that allow named users to run a Product from any device 2 How the Enterpn-se program works. Enrolled Affiliate can order two general types of Products under this agreement. For "Enterprise Products," Enrolled Affiliate must pay for a Llcense for all Qualified Desktops andlor Qualified Users. For "Additional Products," Enrolled Affiliate must pay for Licenses based on the actual number of copies used. To participate in this agreement. Enrolled Affiliate must order at least one Enterprise Product. Where to submit orders. Enrolled Affiliate's orders will be submitted directly to a Reseller. Online Services may have additional terms I The Enterprise program gives Customers that wlsh to llcense one or more of Microsoft platform Products the means to ensure that their entlre Enterprlse will be licensed Customer and Customer Affiliates ZZinpZiRclpateIn tPnspmgmrrby-smt-&mnW lbirnllm~ngtem t-01 the Enrollment, the Enrolled Affil~ate will desrgnate the scope of its Enterprise and make the initial selection of Enterprise Products and any Addittonal Products ~t wtshes to Itcense. Each Enrollment must include at least one Enterprise Product Mlcrosoft may refuse to accept an Enrollment tf it has a business reason for dolng so. Notwithstanding any other provlston of thts agreement, only Enrolled Affrllates identified in an Enrollment will be responsible for complying with the terms of that Enrollment, Including the terms of this agreement ~nwrporated by reference in that Enrollment a. How Enrolled Affiliates acquire Licenses. An Enrolled Affilrate will acquire its Licenses through its chosen Reseller Orders will be made out to and submitted to the Enrolled Affiliates Reseller Microsoft will invoice that Reseller according to the terms in the applicable Enrollment. Throughout this agreement the term "price" refers to reference price. The Reseller and the Enrolled Afnliate will determine the Enrolled Affiliate's actual price and payment terms Enterpr~se 6.6 Government Agreement (North Amenca)State and Local(Engllsh) September 3. 2007 Page 3 of 17 Document X20-00033 b. Choosing and maintaining a Reseller. Each Enrolled Affiliate must choose and maintain a Reseller authorized In the Enrolled Affiliate's territory. c. Online Services. The terms and conditions of the agreement apply to Online Services subscrtptions throughout the entire term of the subscr~ption except as provided here and in the Product Llst at http:llm~crosoft com/l~cens~nqlcontracts. Online Services are provided as subscription services and may carry additional terms that are independent of the agreement terms as specified in the Product use rights B~lltng terms for Online Services subscriptions may also differ from the terms of th~s agreement 3. How to establish price level. category of Product are or Qualified Users in the Enrolled Affiliate's Enterprise. Prices are locked for a particular Product based on the price at the time Enrolled Affiliate first orders that Product. a. Establishing Price Levels. Each Product IS assigned to a Product pool (applicat~ons, systems, or servers) There are four prlce levels (A, B, C, and D) An Enrolled Affiliate's pnce level for Enterprise Products 1s based on the Initial number of Qualified Desktops or Qual~fied Users in ~ts Enterprtse and applles to Products ordered in each pool. The ability to order Dev~ce-based Licenses or User-based Llcenses IS determined by how the License is offered in the price Itst (e.g. W~ndows Vista is not offered as User-based License). If Enrolled Affiliate orders a platform Enterprtse Product that contains both Device-based and User- based Licenses, prices will be based on the Qualified Desktop price level. Price levels are established separately for each Enrollment. The price level for Additional Products in that pool will be level "Dn throughout the term of the Enrollment. b. Deriving prices from price levels. The Enrolled Affiliate's prices, including true-up prlces, are determined as follows For Products covered by the initial order. The Enrolled Affiliate's prlce for Licenses for Products on its order will not change throughout the initlal Enrollment term. For Additional Products added after the initial order. The Enrolled Affiliate's prices for Licenses for Addittonal Products ordered after acceptance of the Enrollment will be those prices In effect for its price level for that Product as of the date that it places its first order for that Product 4. License grant - what Enrolled Amliates are licensed to run. I Enrolled Affiliate can use the Enterprise Products on all Qualified Desktops (or, in the case of CALs and certain services), all Qualified Desktops or Qualified Users, as applicable, may access the specified server software. For Additional Products, Enrolled Affiliate can run as many copies as desired, provided Enrolled Affiliate submits orders for them. Enrolled Affiliate can use the latest version of the Products or choose to use any earlier version Generally, use rights become permanent once the Enrollment term ends and Enrolled Affiliate has completed all payments. At that time, Enrolled Affiliate will have perpetual Licenses for the number of desktops, users, or copies for which Enrolled Affiliate submitted orders during the term. In cases where the Enrollment is terminated prior to the end of the term, subsections entitled "Termination for breach" and "Early termination" describe Enrolled Affiliate's rights. -- - ~- - ~ Upon Microsoft's acceptance of the Enrollment, the Enrolled Affll~ate has the following rights during the term of ~ts Enrollment. These r~ghts apply to the Llcenses obtalned under an Enrollment and are not related to any order or fulfillment of software medta The abilrty to run current or later versions of a Enterprise 6.6 Government Agreement (North America)State and Local(Engl~sh) September 3. 2007 Page4of 17 Document X20-00033 Product llcensed under thls agreement could be affected by minimum system requirements or other factors (e.g. hardware or other software). a. General. The Enrolled Affiliate may use the latest version (or any prior version) of any Product as permitted In the Product use rights, so long as it tlmely orders and pays for all required Licenses b. Use by Affiliates. The Enrolled Affrlrate may sublicense the rlght to use the Products to any Affiliates covered under its Enrollment. c. Special rule for Enterprise Products. So long as the Enrolled Affiliate places true-up orders as required, the Enrolled Affiliate may use the latest version (or any prior version) of each Enterprise Product on each of rts Qualified Desktops as permitted in the Product use rights. In addlt~on, for CALs, each Quaiifled Desktop (or, for CALs that are User-based Llcenses, each Qualified User) covered by the Enrollment may access and use the associated server software d. When Licenses become perpetual. The right to run any Product licensed under an Enrollment is temporary untll: (i) the Enrolled Affilrate has paid all rnstallments of the price for that Product License and the applicable inrtial Enrollment or renewal term dur~ng which that Product License was ordered has explred or been renewed. or (ii) the Enrolled Affiliate IS otherwrse eliglble for perpetual Licenses upon early termination as provided In this agreement Thereafter, the Enrolled Affiliate will have perpetual Licenses to run the Products ordered in the latest version avarlable (or any prior version) as of the date of expiration, termination, or renewal. The number of perpetual Licenses will be equal to: For Enterprise Products other than CALs that are User-based Licenses, the total number of Qualified Desktops covered by the Enrollment; For CALs that are User-based Licenses. the total number of Qualified Users covered by the Enrollment; and For each Additional Product, the total number of Licenses ordered during the applrcable Initial Enrollment term or renewal term. Subscription (Online Services) Licenses are not perpetual under any circumstances. In the case of early termination of an Enrollment as provided in the subsection entitled "Early termination," if an Enrolled Affiliate chooses only to pay amounts due and payable as of the termination date then the Enrolled Affiliate will instead have perpetual Licenses for the number of Licenses specified in the subsection entitled "Early termination " e. Perpetual Licenses through Software Assurance. Any perpetual Licenses recelved through Software Assurance supersede and replace the underlying perpetual Licenses for whrch that Sofhvare Assurance coverage was ordered All perpetual Licenses acquired under this agreement remaln subject to the terms of thrs agreement and the applicable Product use rights. f. License confirmation. Thls agreement. the appl~cable Enrollment, the Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of Licenses, together with proof of payment, will be the Enrolled Affiliate's evrdence of all Llcenses obtained under its Enrollment. Enterprise 6 6 Government Agreement (North America)State and Local(Englwh) September 3. 2007 Page 5 of 17 Document X20-00033 5. How to know whst Producf use rwts apply. I Microsoft's Products and Fixes are licensed to Customer, not sold. The specific use rights for Products are contained in Microsoft's published Product use rights. Generally, the use rights in effect at the time Enrolled Affiliate signs the Enrollment will apply. Any changes Microsoft makes to the use rights for existing versions after Enrolled Affiliate signs the Enrollment will not apply to Enrolled Affiliate's use of those versions. For versions that were not yet released at the time of signing, the use rights in effect when that version is first released will apply. Even if Enrolled Affiliate chooses to run an earlier version of a Product than the one Enrolled Affiliate is licensing, the use rights for the latest version Enrolled Affiliate is licensed to use will still apply. - - - . - - - - - - a. Product use rights. Microsoft publ~shes Product use rights for each Product and each new version of a Product. Unless othetwise spec~f~ed In a l~cense agreement, use of any Product that Customer licenses from M~crosoft is governed by Product use rights speclfic to each Product and version and by the terms of the l~cense agreement under which Customer licensed the Product. The latest version of the Product use rights is available at htt~ NWWW rn~crosoft c~rn/l~cen~~na/c~ntra~ts or at a successor site. The use rights in effect for a Product and version on the effective date of an Enrollment or renewal term will apply to Enrolled Affiliate's use of the Product and version, except. (i) earlier versions If Enrolled Affiliate runs an earher verslon of a Product that predates both the Enrollment or renewal effectlve date and the current version of the Product as of that date, then the Product use rights for the version licensed apply. If the earlier version includes different components, any use rights for those components in the Product use rights that otherwise apply to the earlier version apply to Enrolled Affiliate's use of them. (ii) versions of Products for which Microsoft revises Product use rights If Microsoft revises the Product use rights for a particular version after an Enrollment or renewal effective date, the Product use rights applicable to that version without those revisions apply (iii) later verslons of Products M~crosoft makes ava~lable after the Enrollment or renewal effective date If a new version of a Product is made available during the Enrollment or renewal term and Enrolled Affil~ate elects to run the newer version, the use rights in effect on the date that new version is first released wlJl apply, subject to the subsection entitled "No detrimental use rights for Enterprise Products" below. Upon renewal of an Enrollment, use rights for all Products for which Software Assurance is renewed are reset (e g. the use rights in eKect as of the renewal date will apply, not the use r~ghts that were appl~cable dur~ng the preceding term) b. No detrimental use rights for Enterprise Products. If a new version of an Enterprrse Product has more restrictive use nghts than the version that is current at the start of the applicable term, those more restrrctive use rights will not apply to the Enrolled Affiliate's use of that Product during that term c. Reservation of rights. All r~ghts not expressly granted are reserved 6. How to order Product Licenses. Enterprise Products must be ordered at the time the Enrollment is signed. In general, Software Assurance cannot be ordered without also ordering simultaneously underlying Licenses unless the Enrolled Affiliate is renewing unexpired Software Assurance coverage. Enrolled Affiliate can "step-up" to a higher Product edition of an existing Product by following the process described in this section. Enterprise 6 6 Government Agreement (North Amenca)State and Local(Eng1sh) September 3. 2007 Page6of17 Document X2@00033 Enrolled Affiliate must submit true-up orders annually to reflect Qualified Desktops, Qualified Users, and Additional Products added during the year. I I a. Placing the initial order. Each Enrolled Affiliate must submit an initial order for the Enterprise Products and Addit~onal Products it selects with its Enrollment. Except as provided in the following paragraph, the order must be for L&SA for all Products. When placing orders, an Enrolled Affil~ate must specrfy the country or countries where the Enrolled Affiliate and its Affiliates will use the Licenses When is the Enrolled Affiliate eligible to order only Software Assurance for an Enterprise and Additional Product? An Enrolled Affiliate may order Software Assurance for the Enterprise Products and Addrtlonal Products it selects wlthout the need to simultaneously order a License if the Enrolled Affiliate or any of the Affiliates in its Enterprise has obtalned perpetual Licenses for that Product. (i) For Enterprise Products on an Enterpnse-wide basis under a previous Qualrfying Enrollment; and (ii) For Additional Products through Software Assurance or any similar upgrade protection. The new Enrollment becomes effectwe no later than the day following the date of expiration of that prevlous Enrollment or Software Assurance. These Software Assurance orders cannot exceed the number of perpetual Licenses acquired for that Product. For all other Products the Enrolled Afftliate must order L&SA. b. Adding new Products not previously ordered. An Enrolled Affiliate may only add new Enterprise Products by entering lnto a new Enrollment. New Additional Products may be run provided an order for L&SA IS placed in the month the Product is first run. For additional copies run after the first order, the Enrolled Affiliated must place true-up orders. c. Stepping up to higher Product editions. If an already-ordered Product has multiple Product editions, an Enrolled Affiliate may migrate to the higher Product edition by ordering the applicable step-up Llcense where available through Software Assurance. If step-up details are included in an initial Enrollment order, then the Enrolled Affiliate may step-up n accordance with the section entltled "True-ups and update statements." If the step-up details are not Included In the initial Enrollment order, the Enrolled Affiliate may step-up by placlng an order in the month the step-up IS first run in accordance with the process set out rn the section entitled "Adding new Products not prevlously ordered " d. Reorganizations, Consolidations,, and Privatizations. If the number of Qualified Desktops or Qualified Users covered by an Enrollment changes by more than ten percent as a result of a reorgan~zat~on, consolidation, or pr~vatization of an Enrolled Affiliate, Micros& will work with the Enrolled Affiliate in good faith to deterrn~ne how to accommodate its changed circumstances in the context of this agreement. If an Enrolled Affiliate consolidates wlth a third party wlth an existlng Qualifying Enrollment, Microsoft will work with the Enrolled Affiliate In good faith to accommodate ~ts changed c~rcumstances In the context of this agreement e. True-ups and update statements. Within 15 days following the anniversary of the effectwe date of the Enrollment (Including the third-year anniversary before any renewal), or on expiration or termination, the Enrolled Affiliate must submit ether: (i) a true-up order to account for any increase in Qualified Desktops, Qualified Users, and/or Additional Products run since the last anniversary. To do this, the Enrolled Affiliate must determine the current number of Qual~fied Desktops, Qualified Users (if ordering User-based Licenses), andlor Additional Products run and submit a true-up order to account for any Increase, or (ii) an update statement using a form we provide to show there is no change to the number of Qualified Desktops. Qualified Users, andlor Additional Products run since the last anniversary . Enterprise 6 6 Government Agreement (Nofth Arnenca)State and Local(Eng1ish) September 3. 2007 Page 7 of 17 Document X20-00033 In order to meet the annual true-up requirement. Enrolled Affiliate must report an annual true- up or update statement must be submrtted wthin 60 days prior to or 15 days following the anniversary to meet the annual true-up requirement However, an Enrolled Aftiliate may also true-up multiple occasions and at any time during the term of the Enrollment. Except where Online Servrces are Included as part of other Licenses, true-ups do not apply to Online Services. f. How to confirm orders. Microsoft will publish lnformalron about orders placed by each Enrolled Affiliate, including an electronic confirmation of each order on a password-protected site on the World Wide Web at htt~s //l+cens~n~ m~crosoft.com or a successor site. Upon M~crosoft's acceptance of thls agreement and Enrollments entered into under this agreement, the contact identified for this purpose w~ll be prov~ded access to this s~te. 7. Making copies of Pmducts and re-imaging rights. Enrolled Affiliate can make as many copies as it needs. The copies must be complete and from master copies obtained from an authorized source. If Enrolled Affiliate uses third parties to make copies, Enrolled Affiliate is responsible for them. Enrolled Affiliate can make a specified number of complimentary copies for training, evaluation, and back-up. In certain circumstances, Enrolled Affiliate can use the media that it obtains under this program to make copies of Products that it is licensing through some other channel. Generally, this is only allowed where the Product, version, language, type, and components that are being copied are identical to those licensed through that other channel. a. General. The Enrolled Affiliate may make as many copies of the Products as it needs to distribute them within its organ~zation. Copres must be true and complete (including copyright and trademark notices), from master copies obtained from a Microsoft approved fulfillment source The Enrolled Affiliate may use a third party to make these copies, but the Enrolled Affiliate agrees that it will be responsible for that third party's actions. The Enrolled Affilrate 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 subject to the terms of thls agreement b. Copies for traininglevaluation and back-up. The Enrolled Affil~ate may (1) use up to 20 complimentary coples of any Product In a dedicated trainlng 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 dlstinct geographic locations c. Right to re-image. Re-imaging is perm~tted using the Product media on the following conditions if the Microsoft Product(s) IS licensed (1) from an orlginal equipment manufacturer (OEM), (2) as full packaged Product through a retail source, or (3) under another Microsoft program, then med~a provided under this agreement may be used to create images for other licensed machines in place of coples provided through that separate source. This rlght is cond~tional upon the following (i) A separate License must be owned from the separate source for each re-image. (ii) The Product, language, version, and components llcensed under its Enrollment must be identical to the Product, language, verslon and all components licensed from the separate source (iii) Except for coples of an operating system and copies of Products licensed under another Mlcrosofl program, the Product type (e.g upgrade or full License) must be identical to the Product type from the separate source Enterprise 6 6 Government Agreement (North Amenca)State and Local(Englrsh) September 3, 2007 Page 8 of 17 Document X20-00033 Re-images made under th~s subsection remain subject to the terms and use r~ghts provided wth the License from the separate source Thls subsection does not create or extend any warranty or support obligation. 8. Tmnsfedng and reassigning licenses. - - -- Enrolled Affiliate can transfer perpetual Llcenses to an Affiliate and to third parties in connection with a privatization, reorganization, or consolidation - Enrolled Affiliate only needs to provide notice to Microsoft. Enrolled Affiliate cannot transfer Licenses to third parties under other circumstances without Microsoft's prior consent. Transferees must agree to be bound by applicable terms. License transfers must be permanent; Software Assurance cannot be transferred, but under certain conditions can be reassigned to another machine within the same Enterprise; all new version rights must be transferred together with their underlying licenses; desktop operating system upgrade Licenses must stay with the computer system on which they were first installed. Generally, Enrolled Affiliate can reassign Licenses internally from one user to another or from one device to another. a. Transferring Licenses to third parties. (i) Right to transfer. Enrolled Affiliate may transfer fully-paid perpetual Licenses to (1) an Affiliate or (2) an unaffiliated third party in connection with a privatization of an Affiliate or of an operating division of the Enrolled Affiliate or one if its Affiliates, a reorganization, or a consolidation. To do so, the Enrolled Affiliate must complete and send to Microsoft a transfer notice in a form which can be obtained from htt~ l/m~crosoft cornllicens~ng/contracts before the transfer. All other transfers require Microsoft's prior written consent. Guidance on what types of transfers are permissible can be found at htt~~flmicrosoft corn/licensinalcontracts. No License transfer will be val~d unless the Enrolled Affiliate provldes to the transferee, and the transferee accepts in writing, the applicable Product use rights, use restrictions, l~mitations of liability, and the transfer restrictions described in this sect~on. Any transfer not made in compliance with thls sectlon w~ll be void The resale of Licenses is expressly prohibited. (ii) Certain transfers not permitted. The Enrolled Affiliate may not transfer any of the following Licenses on a short-term basts (90 days or less). temporary nghts to use Products. Software Assurance coverage, perpetual Licenses for any version of any Product acquired through Software Assurance separately from the underlying perpetual Licenses for whlch that Software Assurance coverage was obtained, or an upgrade License for a desktop operating system Product separately from the underlying desktop operating system Llcense or from the computer system on which the Product IS first installed b. Internal 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, the Enrolled Affiliate may reassign Licenses within its Enterprise. However, Enrolled 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 otherwise provided in this agreement. The Enrolled Affiliate may not reassign desktop operating system upgrade Licenses from one computer to another Enterprse 6.6 Government Agreement (North Amer1ca)State and Local(Engl~sh) September 3. 2007 Page 9 of 17 Documenl X20-00033 (ii) For desktop operating systems. The Enrolled Affillate may reassign Software Assurance coverage on desktop operating systems from the origlnal computer to a replacement computer within its Enterprise, as long as (I) the replacement computer is llcensed to run the latest version of that operating system and (2) the Enrolled Affiliate removes any desktop operat~ng system upgrades from the original computer. Term and termination. This agreement stays in place until terminated. The term of each Enrollment is stated in the Enrollment. "Renewal" means the renewal of an Enrollment. Either party can terminate the agreement on notice - that will not affect any existing Enrollments. Generally, existing Enrollments may be terminated: (1) if either party breaches the agreement and does not cure the breach in the time allotted: or (2) for non-appropriation of funds. Generally, upon termination or expiration, Enrolled Affiliate must order Licenses for copies of Products it has been using but has not yet placed orders for, and pay for all Licenses in full. -- a. Term. Thls agreement will remain In effect unless ~t IS terminated by either party as described below. Each Enrollment or order will have the term provided in that Enrollment or order b. Termination without cause. Elther party may termlnate this agreement, wlthout cause, upon 60 days wr~tten notice. Such termrnatron will merely terminate either party's and its Afil~ates' ability to enter Into new Enrollments under this agreement. Such termination will not affect any Enrollment or order not otherwise terminated, and any terms of this agreement applicable to any Enrollment or order not otherwise terminated will continue in effect with respect to that Enrollrnent or order. An Enrolled Affiliate may terminate an Enrollment wlthout liability, penalty or further oblrgation to make payments if funds to make payments under the Enrollment are not appropriated or allocated for such purpose. c. Termination for breach. Either party to an Enrollment may termmate it if the other party materially breaches tts oblrgat~ons under this agreement, including any obligation to submit orders or pay amounts owed (even ~f such non-payment is caused by non-appropriat~on of funds). Except where the breach IS by its nature not curable within 30 days, the terrnlnating party must give the other party 30 days notice and opportunity to cure.. If Microsoft glves such notlce to an Enrolled Affillate. Microsoft will give Customer a copy of that notice as well and Customer agrees to assist in attempting to resolve the breach. If the breach also affects other Enrollments and cannot be resolved between Microsoft and Customer wlthin a reasonable perlod of tlme, Microsoft may also terminate this agreement and all other Enrollments under it, unless the bass for termination of the enrollment is non- appropriation of funds to the Enrolled Affiliate, in whlch event Microsoft may only terminate the affected Enrollment(s). If an Enrolled Affrl~ate ceases to be Customer's Affiliate, Customer must promptly not~fy Microsoft, and Mlcrosoft may termlnate its Enrollment. d. Early termination. If (1) an Enrolled Aftiliate terminates its Enrollment as a result of a breach by Microsoft, or (2) ~f M~crosoft terminates an Enrollment because the Enrolled Affiliate has ceased to be an Affil~ate of Customer, or (3) Enrolled Affiliate terminates an enrollment for non-appropr~at~on of funds. or (4) Mlcrosofi terminate an enrollment for non- payment due to non-appropriation of funds then the Enrolled Affiliate will have the following options: (i) It may irnmed~ately pay the total remaining amount due, including all ~nstallments, In which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered; or (il) It may pay only amounts due as of the termination date, In which case the Enrolled Affilrate w~ll have perpetual Ltcenses for. Enterprise 6.6 Government Agreement (North America)State and Local(Eng11sh) September 3. 2007 Page 10 of 17 Document X20.00033 all copies of Products (including the latest version of Products ordered under SA coverage in the current term) for whlch payment has been made in full, and the number of coptes of Products ~t has ordered (including the latest version of Products ordered under Software Assurance coverage in current term) that is proportional to the total of installment payments paid versus total amounts due (pa~d and payable) ~f the early termmation had not occurred. Nothing In this section shall affect perpetual Llcense r~ghts acquired either in a separate agreement or in a prior term of the terminated Enrollment e. Effect of termination or expiration. When this agreement expires or is term~nated, (i) Enrolled Affiliate must order L~censes for all copies of Products it has run for which ~t has not previously submitted an order. Except as prov~ded in the subsection htled "Early terrnlnatlon," all unpaid payments for Llcenses rmmediately become due and payable. (ii) Enrolled Affiliate's r~ght to Software Assurance benefits under this agreement ends ~f it does not renew Software Assurance. 0. How to renew an Enrv//ment. ----- ---- Generally, an Enrolled Affiliate can renew at its option. The renewal must include an order for Software Assurance for all Enterprise Products previously ordered, for all Qualified Desktops, andlor Qualified Users previously covered. Price levels and prices are reset at the beginning Microsoft will provide each Enrolled Affiliate with 60 days prior written notice of expiration of its Enrollment or renewal term advising it of its renewal options. An Enrolled Affiliate may have the option to renew its Enrollment for one term of 12 or 36 full calendar months. Microsoft and its Affiliates will not unreasonably reject any renewal. However, Microsoft may make a change to this program that will make it necessary for Customer and ~ts Enrolled Affil~ates to enter into new agreements and Enrollments. a. Renewal option. The renewal term will start on the day following expiration of the prior term. An Enrolled Affiliate may not add new Enterprise Products not previously ordered as part of its renewal; to license new Enterpr~se Products. it must submit a new Enrollment. (i) Consequences of non-renewal. If the Enrolled Affiliate elects not to renew its Enrollment or Software Assurance for any Product under its Enrollment, and it otherwise allows Software Assurance for any Licenses acquired under its Enrollment to lapse, then the Enrolled Affiliate will not be perm~tted to order Software Assurance later without first acquirrng L&SA (ii) Renewal price levels. Prices and prlce levels for pools from which an Enterprise Product has been ordered will be reset for each renewal term based upon the Enrolled Affiliate's total number of Qual~fied Desktops as of the date of the renewal order. (iii) Renewing User-based Licenses. If user-based Enterpr~se Products are renewed as par1 of the platform, then price levels are reset based on the current Qualified Desktop count. However rf the user-based Enterprise Product is renewed outside of a platform, then the price level for the appl~cable pool w~ll be based on the Enrolled Affiliate's total number of Qualif~ed Users as of the date of the renewal order (iv) For Products renewed in a renewal order. For each Enterprise Product and each Additional Product be~ng renewed, the Enrolled Affiliate's renewal prices for all Licenses w~ll be those prlces in effect for ~ts renewal prlce level for that Product as of the date of the renewal order. (v) For Additional Products added during a renewal term. For each new Add~tional Product first added during a renewal term, the Enrolled Affiliate's prices for all Licenses Enterprise 6.6 Government Agreement (North Amenca)State and Local(Engltsh) September 3. 2007 Page 11 of 17 Document X20.00033 will be those prices in effect for its renewal prlce level for that Product as of the date that ~t places its first order for that Product. (vi) Placing renewal orders. To renew, the Enrolled Affiliate must submit a renewal order within 30 days after the previous term expired The renewal order must be for Software Assurance for- * all platform Products or dev~ce-based Enterpr~se Products previously ordered equal to the number of Qualified Desktops in the Enrolled Affiliate's Enterprise as of the date of that renewal order, all user-based Enterprise Products equal to the number of Qualified Users covered by the Enrolled Affiliate's Enrollment as of the date of that renewal order. At renewal, where applicable, an Enrolled Affiliate can elect to exchange its Device- based Licenses for User-based Licenses or vice-versa. In that event, the Enrolled Affiliate's renewal order must include L&SA for any number of Qualified Desktops or Qualified Users in excess of its current count See the Product Ltst for more informat~on, and all Additional Product Licenses for which the Enrolled Affiliate elects to renew Software Assurance. 4 1. Restrictions on use. This section describes several restrictions that apply generally to Customer's use of any software Microsoft provides to Customer (e.g., prohibitions on renting or hosting the software, or reverse engineering it). a. Enrolled Affiliate must not: (i) 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. (ii) reverse engineer, decompile or disassemble any Product or Fix, except where applicable law permits rt despite this limitation; or (iii) rent, lease, lend or commercially host to third parties any Product or Fix, except where Microsoft agrees by separate agreement b. U.S. export jurisdiction. Products and Fixes are subject to U.S. export jurisdiction. For additional information see http!/www rn~crosofl con7/export1ng. 2 Confidentiality. To the extent permitted by applicable law this agreement is confidential and should not be disclosed to third parties except to third parties that need to know about the agreement. Such parties should be instructed to keep the agreement in strict confidence The agreement and its terms and conditions may be shared with affiliates and agents. To the extent permitted by applicable law, the terms and conditions of this agreement are confidential. Neither party nor any of its Affiliates will disclose such terms and conditions, or the substance of any discuss~ons that led to them, to any third party other than such party's Affiliates or agents, or to the Enrolled Affiliate's designated or prospective resellers who (1) have a need to know such information to assist in carrying out this agreement; and (2) have been instructed by one of the parties that all such information is to be handled in str~ct conf~dence Enterprise 6 6 Government Agreement (North Arnerica)State and Local(Englrsh) September 3. 2007 Page 12 of 17 Document X20-00033 V3. Warranties. Microsoft warrants that its Commercial Products will work substantially as described in the accompanying documentation, subject to certain limitations. If not, Microsoft will provide replacement Commercial Product or a refund. Microsoft disclaims all other warranties. I a. Limited Product warranty. Microsoft warrants that each version of a Commercial Product l~censed by Enrolled Affiliate will perform substantially as described in the applicable Microsoft user documentation. This warranty is subject to the follow~ng limitations: (i) the warranty appl~es for one year from the date Enrolled Affiliate first runs a copy of the Product; (ii) any ~mplied warranties, guarantees or conditions last only during the term of the l~mited warranty, except where applicable law does not permit such a limitation; (iii) the warranty does not cover problems caused by accident, abuse or use of the Products in a manner inconsistent w~th this agreement or the Product use rights, or resulting from events beyond Microsoft's reasonable control, (iv) the warranty does not apply to components of Products that Enrolled Affiliate is permitted to redistribute; and (v) the warranty does not apply to problems caused by the failure to meet minimum system requirements. b. Remedies for breach of limited Product warranty. If Customer notifies Microsoft within the warranty period that a Commercial Product does not meet the limited warranty. then Microsoft will, at its option, erther (1) return the price paid for the Product, or (2) repair or replace the Product. These are Customer's only remedies for breach of the limited warranty, unless other remedles are required to be provided under applicable law. c. No warranty on Free and Beta Products. To the maximum extent permitted by law, Free Products and Beta Products are provlded "as-is," without any warranties. Customer acknowledges that the provis~ons of this paragraph with regard to pre-release and Beta Products are reasonable, among other things as these Products are belng provided to Customer prlor to commercial release and before Microsoft has fully tested them. d. DISCLAIMER OF OTHER WARRANTIES. OTHER THAN THIS LIMITED WARRANTY, MICROSOFT PROVIDES NO OTHER EXPRESS OR IMPLIED WARRANTIES. 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 WILL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM. 4 Defense of infdngemen f and misappropriat/on c/aims. Microsoft agrees to defend Customer against claims that Microsofl software infringes someone else's intellectual property rights, and pay any damages awarded by a court or in a settlement. There are several exceptions, which limit Microsoft's obligations in cases where Customer has contributed in some way to the claim. If something Customer has done caused the claim and Microsoft is damaged, Customer must reimburse Microsoft. If Microsoft believes that it is necessary to avoid an Infringement claim, Microsoft may replace or modify the Products Customer is using. If someone enjoins Customer use of a Product, Microsofl will, at its option, replace the Product, modify it to make it non-infringing, obtain the rights Customer needs to keep using it, or refund Customer's money. Enterpr~se 6 6 Government Agreement (North Arnerica)State and Local(Engl~sh) September 3. 2007 Page 130f 17 Document X20-OO033 a. Agreement to protect. Mlcroson will defend Customer against any claims made by an unaffiliated third party that any Commercial Product or Fix infringes that party's patent, copyright or trademark or makes intentional unlawful use of its trade secret or undisclosed information Microsoft will also pay the amount of any resulting adverse final judgment (or settlement to which M~crosoft consents) This section provides Customer's and its Affiliate's exclusive remedy for these cla~ms. The terms "intentional unlawful usen and "undisclosed information" are used as deflned in Article 35.2 of the TRIPS agreement. b. What the Customer must do. Customer must not~fy Mlcrosoff promptly in writing of the claim and glve Microsoft sole control over ~ts defense or settlement. Customer must also provide Microsoft with reasonable ass~stance in defending the claim. Microsoft will reimburse Customer for reasonable out of pocket expenses that ~t incurs in providing that assistance. c. Limitations on defense obligation. Microsoft's obligations wrll not apply to the extent that the claim or award is based on (i) Customer's or its Affiliate's use of the Product or Fix after Microsoft notifies it to discontinue that use due to a third party claim; (ii) Customer's or its Affiliate's combination of the Product or FIX with a non-Microsoft product, data or business process, (iii) damages attributable to the value of the use of a non-Microsoft product, data or business process, (iv) modifications that Customer or tts Affll~ates make to the Product or Fix; (v) Customer's or ~ts Affiliate's redistribution of the Product or Fix to, or Customer's or its Affiliate's use for the benefit of, any third party: (vi) Customer's or its Affiliate's use of Microsoft's trademark(s) without express written consent to do so; or (vil)any trade secret or undisclosed information claim, where Customer or its Affiliates acquires the trade secret or undisclosed information (1) through improper means, or (2) under circumstances giving nse to a duty to maintain its secrecy or limit its use; or (3) from a person (other than Microsoff or Microsoft's Affiliates) who owed to the party asserting the claim a duty to malntaln the secrecy or limit the use of the trade secret or undisclosed in formatron Customer will reimburse Microsoff for any costs or damages that result from any of these actions d. Specific rights and remedies in case of infringement. (i) Microsoft's rights in addressing possible infringement. If Mlcrosoft receives information concerning an infrlngement cla~m related to a Product or Fix, Microsoft may, at its expense and without obligation to do so, e~ther procure for Customer the right to contlnue to run the allegedly infringing Product or Fix, or B modify the Product or Fix, or replace it with a functional equivalent, to make it non- lnfringlng, in which case Customer will ~mmediately stop using the allegedly infringing Product or Fix after receiving notice from Microsoft. (ii) Customer's specific remedy in case of injunction. If, as a result of an infrlngement cla~m. Customer's use of a Commercial Product or Fix is enjoined by a court of competent jur~sdiction. Microsoft will. at its option, either: procure the right to contlnue ~ts use, or replace it with a funct~onal equivalent, or Enterprise 6 6 Government Agreement (North Amer1ca)State and Local(Engl~sh) September 3. 2007 Page 14 of 17 Document X20.00033 mod~fy it to make it non-lnfrlnglng, or refund the amount pald and term~nate the License for the ~nfring~ng Commercial Product or Fix f5. Limitation of /iabili@. Microsoft limits its liability to Customer to the amount of money Customer has paid Microsoft for the Product giving rise to the claim. This limit does not apply, however, to Microsoft's obligations under the section entitled "Defense of inhngement and misappropriation claims," or to damages Customer incurs because of Microsoft's breach of its confidentiality obligations or because of Microsotis gross negligence or willful misconduct. Each party agrees that it will not be liable to the other for consequential, indirect, punitive or special damages, except those that result from a breach of confidentiality or from one party violating the other's intellectual property rights. a. Limitation on liability. Except as otherw~se prov~ded In this section, to the extent permitted by applicable law, the liability of Microsoft and of Microsoff's contractors to Customer and ~ts Affiliates arising under this agreement IS lim~ted to direct damages up to the amount Customer paid for the Product giving rise to that liability In the case of Free Product or code that Customer is authorized to redistribute to third parties without separate payment to Microsoft, Microsotis llabllity is l~mited to U.S. $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) MicrosoWs obligat~ons under the sect~on titled "Defense of inhingement and misappropriat~on cla~ms"; or (ii) liability for damages for gross negligence or willful misconduct caused by Microsoft or its agents and awarded by a court of final adjudication; or (iii) l~abilities arising out of any breach by Microsoft of ~ts obligations under the section entitled "Confidentiality"; or (iv) l~ability for personal injury or death caused by Microsoft's negl~gence or that of its employees or agents or for fraudulent misrepresentation. b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMllTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS AFFILIATES OR SUPPLIERS, WILL BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING IN CONNECTION WlTH THlS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. HOWEVER, THlS EXCLUSION DOES NOT APPLY TO EITHER PARTY'S LIABILITY TO THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS OR OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS. 6. Venn@ing compliance. - - Microsoft has the right to review Customer's records or conduct an onsite audit through an independent auditor. Microsoff will pay for the costs of the audit unless it reveals a material noncompliance. Enterprise 6.6 Government Agreement (North Amer1ca)State and Locai(Engl~sh) September 3. 2007 Page 15 of 17 Document X2 WOO33 a. Right to verify compliance. Customer must keep records relating to the Products it and its Affrl~ates use under any license agreement Microsoft has the right to verify compliance with the agreement, at Microsoft's expense, during the term of the applicable enrollment and for a period of one year thereafter. b. Verification process and limitations. To verlfy compliance, Mlcrosoft will engage an independent accountant from an internationally recognized public accounting firm, which will be subject to a confidentiality obligation Verificat~on will take place upon not fewer than 30 days notice, durlng normal business hours and in a manner that does not interfere unreasonably with Customefs operations As an alternative, Microsoft can require Customer to complete Microsoft's self-aud~t questionnaire relating to the Products Customer and any of its Affiliates use under thls agreement. but reserves the right to use a verification process as set out above. If Microsoft undertakes verlflcation and does not find material unlicensed use (License shortage of 5% or more). Microsoft will not undertake another ver~fication of the same entity for at least one year Microsoft and Microsoft's auditors will use the information obtained in compliance verificatlon only to enforce Mlcrosoft's rights and to determine whether Customer IS in compliance with the terms of thls agreement By invoking the rights and procedures described above, Microsoft does not walve its rlghts to enforce this agreement or to protect its intellectual property by any other means permitted by law. c. Remedies for non-compliance. If verificat~on or self-audit reveals any unlicensed use, Customer must promptly order sufficient licenses to cover its use. If material unlicensed use IS found, Customer must reimburse Microsoft for the costs Microsoft has incurred in ver~fication and acquire the necessary additional licenses at single retail license cost wlthin 30 days a. Notices to Microsoft. Notices, authorizations, and requests In connection with thls agreement must be sent by regular or overnight mail, express courier, fax, or email to the addresses and numbers llsted on the signature form and in this agreement. Notices will be treated as delivered on the date shown on the return receipt or on the courier, fax, or email confirmation of delivery. M~crosoff Corporation Legal and Corporate Affairs Volume Licensing Group One Microsoft Way Redrnond. WA 98052 USA Via Facslmile (425) 936-7329 b. Assignment. Either party may asslgn thls agreement to an Affiliate only. Assignment wlll not relieve the assigning party of its obligations under the assigned agreement. If either party assigns this agreement, it must notlfy the other party of the assignment in writing. c. Severability. If a court holds any provision of thls agreement to be illegal, inval~d or unenforceable, the rest of the document w~ll remain in effect and this agreement w~ll be amended to glve effect to the eliminated provision to the maximum extent possible. d. Waiver. A waiver of any breach of thls agreement is not a waiver of any other breach Any waiver must be In writlng and slgned by an authonzed representative of the waiving party. Enterprise 6 6 Government Agreement (North Arnenca)State and Local(Engl~sh) September 3. 2007 Page 16 of 17 Document X20-00033 e. Applicable law; Dispute resolution. The terms of thls agreement will be governed by the laws of Enrolled 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 Enrolled Affiliate's state. f. This agreement is not exclusive. Customer is free to enter into agreements to license, use or promote non-Microsoft software or services. g. Entire agreement. This agreement, the Product L~st, all Enrollments under this agreement, and the Product use rights constitute the entire agreement concerning the subject matter and supersede any prior or contemporaneous communicat~ons. In 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: (I) these terms and conditions and the accompanying signature form; (2) the Product List: (3) the Product use rights; (4) all Enrollments under this agreement; and (5) all orders submitted under this agreement. The terms of any purchase order or any general terms and condit~ons Customer or Customer Affiliates maintain do not apply. h. Survival. Provisions regarding ownership and Lrcense rights, fees, Product use rights, restrictions on use, evidence of perpetual Licenses, transfer of Licenses, warranties, defense of ~nfringement and misappropriation cla~ms, limitatrons of liability, confidentiality, compliance verification, obligations on termination or exp~ration 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 ~ncorporated i. No transfer of ownership. Mlcrosoft does not transfer any ownership rights in any licensed Product. j. Free Products. It 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 Enrolled Affiliate is for the sole use and benefit of the Enrolled Affiliate, and is not provided for use by or personal benefit of any specific government employee. k. 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. I. 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. m. Customer's rights to privacy. Microsoft and Customer will comply with all applicable privacy and data protection laws and regulations. Customer will not give any data to Mlcrosoft containing personal information unless the owner of the data has specifically authorized Customer to do so for use as contemplated in the last sentence of this subsection. Customer agrees to allow Microsoft to use the contact information Customer gave to Microsoft to allow Microsoft, its Affiliates. and other parties to help Customer comply with this agreement. Any personal Information Customer provides in connection with this agreement will be used and protected according to the pnvacy statement available at https Ill~cens~nq mlcrosoft corn n. Natural disasters. In the event of a "natural disaster". Customer may have special rights. please go to htt~ Ilwa m~crosoft corn o. Copyright Violation. Except as set forth In the section above entitled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms of thls agreement and the Product use rlghts, for the Products it uses. Except to the extent Enrolled Affiliate is licensed under this agreement, ~t w~ll be responsible for its breach of this contract and violat~on of our copyright In the Products, including payment of License fees specifled in this agreement for unlicensed use. Enterpr~se 6 6 Government Agreement (North Amer1ca)State and Local(Engl~sh) September 3. 2007 Page 17 of 17 Document X20-00033 Mcmsdt I volume Licensing Supplemental Contact Information Form State and Local - used in combination with Agreement, and EnrollmentlRegistration. However, a separate form must be submitted for each EnrollmentlRegistration, when more than one is submitted on a signature form. For the purposes of this form, "Entity can mean the signing Entity, Customer, Enrolled Affiliate, Integrator, Institution, or other party entering into a Volume Licensing program agreement Primary and Notices contacts in this form will not apply to Enrollments or Registrations. This form applies to Agreement EnrollmenVAffiliate Regrstratron Form Insert primary entity name ~f more than one EnrollmentlRegistration Form a submitted Each party will notify the other In writ~ng ~f any of the information In the following contact information page@) changes The asterisks (') indicate requrred fields, if the Entity chooses to designate other contact types, the same required fields must be completed for each section. By providing contact information, entity consents to ~ts use for purposes of administering the Enrollment by Microsoff and other partres that help Microsoft administer thls Enrollment. The personal information provided in connection with this agreement will be used and protected according to the privacy statement available at httw:l/licens~na.rn~crosoft corn. . Addifionaf e/ectronic contractua/ notices contracf infbmafion: This contact will receive electronrc contractual notices in addition to the notices contact. This contact is not required if Entity does not want a duplicate set of notices issued Name of Entity* County of Riverside Contact name First* Rithy Last' Hal Contact email* rhai@co.riverside.ca. us Street address* 2980 Washington St. City* Riverside StatelProvincen California Postal code* 92504 Country' US Phone' 951 -955-4929 Fax 951 -9554946 This contact is a third party (not the Entity) Warning This contact receives personally ident~fiable information of the Entity. 2. Software Assurance benefits contact: This contact will receive communications concerning Software Assurance benefits, and any additional TechNet subscriptions that have been ordered separately from Sofhvare Assurance under ~ts Enrollment or Registration. Name of Entity* County of Riversrde Contact name First* Rithy Last* Hai Contact email* rhai@co.riverside ca.us Street address* 2980 Washington St City* Riverside State/Province* Califomla Postal code* 92504 Country' US Phone* 951 -955-4929 Fax 951 -955-4946 Suppkmental Contact Information 6 6 to volume l~censlng contracts (North America)State and Local(Eng11sh) September 3.2007 Page 1 of 3 3, MSDN contact: This contact will receive communications concerning regstration for MSDN products ordered under its Enrollment or Registration Name of Entity* County of Rlvers~de Contact name First* Rithy Last* Hai Contact email* rhai@co.nverside.ca.us Street address* 2980 Washington St Clty* Rivers~de StatelProvince* Californla Postal code* 92504 Country* US Phone* 951-955-4929 Fax 951-955-4946 4. On/ine Services admr'nistrator= This person will receive communications concerning reglstratlon for Online Services ordered under its Enrollment or Registrat~on Name of Entity* County of Riverside Contact name First* Rithy Lasr Hai Contact email* rha~@co.r~verside ca us Street address* 2980 Washington St. City* Rivers~de StatelProvince* California Postal code* 92504 Country* US Phone* 951-955-4929 Fax 951-955-4946 5, Customer SuppoH Manager (CSM) contact inhnnation: This person is designated as the Customer Support Manager (CSM) for support-related activities. Name of Entity* County of Riverside Contact name First* Rlthy Last* Hai Contact email* rhai@co.nverside.ca us Street address* 2980 Wash~ngton St Clty* Rivers~de StateIProvince* Californ~a Postal code' 92504 Country* US Phone* 951 -9554929 Fax 951 -955-4946 6. Primary contact informatk The Entity must ident~fy an individual from inside its organization to serve as the prlmary contact. This contact is the default adminrstrator for the agreement and recerves all notices unless Microsoft is provided written notice of a change The administrator may appoint other administrators and grant others access to online information. Name of Ent~ty* County of Riverside Contact name First* Rithy Last* Hai Contact email* rhalaco nverside.ca. us Street address* 2980 Wash~ngton St. City* Rlverslde StateIProvrnce* Californla Postal code* 92504 Country* US Phone* 951-9554929 Fax 951-955-4946 Supplemental Contact lnformat~on 6.6 to volume llcenslng contracts (North America)State and Local(English) September 3 2007 Page 2 of 3 7 NO~ICOS and om//nre access contact Jnfonnafjon: This will designate a notices and onl~ne access contact different than the primary contact. This contact will replace the default adm~nistrator (pnmary contact) for the Agreement and receive all notices. This contact may appoint other admtnistrators and grant others access to online inforrnatlon. Same as primary contact Name of Entity* Contact name* F~rst Last Contact email' Street address* City' StatelProvlnce' Country* Phone* Fax Postal code' Supplemental Contact lnformat~on 6.6 to volume llcens~ng contracts (North America)State and Local(Engllsh) September 3. 2007 Page 3 of 3 dkmwft I volume Licensing Enterprise Signature Form Master Agreement number or Enrollment number' Agreement Publc Customer Number' State and Local SGN- 001 -fsilver-CORIVEAOP *Note Enter the applicable active numbers assoc~ated wlth the below documenls Mcrosofl requires the assoclded adlve number be Indicated here, ar llsted below as new. This signature form sets out the documents entered into under this signature form and together along with the terms and conditions contained therein are part of the conb-act(s) identified above. This program signature form and all attachments ident~fied are entered into between the Customer and Microsoft Affiliate signing, as of the effective date identified below. Document D@SCriDtIon Document Number or Code Representations and warranties. By signing below, Customer attests they have received copies of the contract document(s) listed above, and the parlies agree to be bound by the terms of the cuntract(s) and document(s) identified above, and Customer represents and warrants that (1) Customer has read and understands the terms therein, including all documents it incorporates by reference and any amendments to those document(s) and (2) agrees to be bound by those terms. I Customer Microsof? Licensing, GP Signature -. Printed Name ~dk~ Hai Printed Title ' Procurement Contract Specialist Printed Name Mesfin Felleke Signature Date * 0511 4108 printed Title Program Manager, Com~lian* Tax ID ' indicates required field - .. Volume Licensing Progrnms Sgnalure Fom (North Amenca)Stats and Local(Engl1sh) September 3.2007 Kenneth A. Vona,Purchasinq Supervisor P-09-538-H Page I of 2 Optional 2M Customer signature or Outsourcer Signature (if applicable) I Customer I Outsourcer If Customer requires physical media, additional contacts, or IS reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. If no media form is included, no physical media will be sent. Name of Entity * Signature Printed Name " Printed Tilfe Signature Date * After this signature form is signed by the Customer, send it, along with completed documents, to Customer's channel partner or Microsoft account manager who must submit them to the following address. When Ihe signature form is fully executed by Microsoft, Customer will receive a confirmation COPY. Name of Entity * Signature ' Printed Name ' Printed Title Signature Date Microsoft Licensing, GP Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada USA 8951 1-1 137 Prepared By: Forrest Silverman 1 Volume Licensing Programs Signature Form (Noflh Amenca)State and Local(English) September 3.2007 Page 2 of 2