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HomeMy WebLinkAbout4411 Resolution - MS Enterprise AgreementRESOLUTION NO.4411 A RESOLUTION OF THE CITY OF PASCO, WASHINGTON, AUTHORIZING THE CITY MANAGER TO EXECUTE AN ENTERPRISE AGREEMENT, WITH MICROSOFT INC., FOR USE OF MICROSOFT LICENSES, SERVICE, AND SUBSCRIPTIONS. WHEREAS, the City of Pasco (City) has used Microsoft products to support technology business needs for over 25 years using an Enterprise Agreement; and WHEREAS, the City's current Microsoft Agreement has expired; and WHEREAS, the City wants to continue the use and licensing of Microsoft Products; and WHEREAS, the City Council of the City of Pasco, Washington, has after due consideration, determined that it is in the best interest of the City of Pasco to enter into a three- year Enterprise Agreement with Microsoft Inc. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON: That the City Council of the City of Pasco approves the terms and conditions of the three- year (3-year) Enterprise Agreement and Enterprise Enrollment between the City of Pasco and Microsoft Inc. as attached hereto and incorporated herein as Exhibit A and Exhibit B respectively. Be It Further Resolved, that the City Manager of the City of Pasco, Washington, is hereby authorized, empowered, and directed to execute said Microsoft Enterprise Agreement and Enterprise Enrollment on behalf of the City of Pasco; and to make minor substantive changes necessary to execute the Enterprise Agreement. Be It Further Resolved, that this Resolution will take effect immediately. PASSED by the City Council of the City of Pasco, Washington, on this 2nd day of January, 2024. Mayor ATTEST: ,Q Debra Barham, CMC City Clerk Resolution — MS Enterprise Agreement - 1 APPRO S TO FORM: t Kerr Fergus aw, PLLC City Atto eys Exhibit A icrosoft Enterprise Agreement State and Local Not for Use with Microsoft Business Agreement or Microsoft Business and Services Agreement This Microsoft Enterprise Agreement ("Agreement") is entered into between the entities identified on the signature form. Effective date. The effective date of this Agreement is the earliest effective date of any Enrollment entered into under this Agreement or the date Microsoft accepts this Agreement, whichever is earlier. This Agreement consists of (1) these Agreement terms and conditions, including any amendments and the signature form and all attachments identified therein, (2) the Product Terms applicable to Products licensed under this Agreement, (3) any Affiliate Enrollment entered into under this Agreement, and (4) any order submitted under this Agreement. Please note: Documents referenced in this Agreement but not attached to the signature form may be found at http://www.microsoft.com/licensing/contracts and are incorporated in this Agreement by reference, including the Product Terms and Use Rights. These documents may contain additional terms and conditions for Products licensed under this Agreement and may be changed from time to time. Customer should review such documents carefully, both at the time of signing and periodically thereafter, and fully understand all terms and conditions applicable to Products licensed. Terms and Conditions 1. Definitions. "Affiliate" means ' a. with regard to Customer, (1) any government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer; (ii) any county, borough, commonwealth, city, 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 sta jurisdiction and geographic boundaries; and (iii) any other entity in Customer's state expressly aut y the laws of Customer's state to purchase under state contracts; provided to and its Affiliates shall not, for purposes of this definition, be considered to b� s of the federal government and its Affiliates; and b. with regard to Microsoft, any legal entit th rosoft owns, that owns Microsoft, or that is under common ownership with Micro "Customer" means the legal entity that has entere to this Agreement with Microsoft. "Customer Data" means all data, including all t, sound, software, image, or video files that are provided to Microsoft by, or on behalf of, an Enrolle and its Affiliates through use of Online Services. "day" means a calendar day, except "Enrolled Affiliate" means an entit into an Enrollment under this Agre that specify "business day". or any one of Customer's Affiliates that has entered EA20241 AgrGov(US)SLG(ENG)(Oct2023) Page 1 of 11 Document X20-10211 "Enrollment" means the document that an Enrolled Affiliate submits under this Agreement to place orders for Products. "Enterprise" means an Enrolled Affiliate and the Affiliates for which it is responsible and chooses on its Enrollment to include in its enterprise. "Fixes" means Product fixes, modifications or enhancements, or their derivatives, that Microsoft either releases generally (such as Product service packs) or provides to Customer to address a specific issue. "License" means the right to download, install, access and use a Product. For certain Products, a License may be available on a fixed term or subscription basis ("Subscription License"). Licenses for Online Services will be considered Subscription Licenses. "Microsoft" means the Microsoft Affiliate that has entered into this Agreement or an Enrollment and its Affiliates, as appropriate. "Online Services" means the Microsoft -hosted services identified as Online Services in the Product Terms. "Product" means all products identified in the Product Terms, such as all Software, Online Services and other web -based services, including pre-release or beta versions. "Product Terms" means the document that provides information about Microsoft Products and Professional Services available through volume licensing. The Product Terms document is published on the Volume Licensing Site and is updated from time to time. "SLA' means Service Level Agreement, which specifies the minimum service level for Online Services and is published on the Volume Licensing Site. "Software" means licensed copies of Microsoft software identified on the Product Terms. Software does not include Online Services, but Software may be part of an Online Service. "Software Assurance" is an offering by Microsoft that provides new version rights and other benefits for Products as further described in the Product Terms. "Trade Secret" means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy. "use" or "run" means to copy, install, use, access, display, run or otherwise interact. "Use Rights" means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product -Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on-scree4orherwise) that accompanies a Product. "Volume Licensing Site" means hft ://www.microsoft.com/licen in or a successor site. IV W 2. How the Enterprise program works. ` a. General. The Enterprise program con ' s terms and conditions on which an Enrolled Affiliate may acquire Product Lice s. n the Enterprise program, Customer and its Affiliates may order Licenses for Pro ntering into Enrollments. b. Enrollments. The Enterprise pN;roducts. g es Customer and/or its Affiliates the ability to enter into one or more Enrollments t Subscription Enrollments may be available for some of these Enrollment hstanding any other provision of this Agreement, only Enrolled Affiliates identifi i nrollment will be responsible for complying with the terms of that Enrollment, in terms of this Agreement incorporated by reference in that Enrollment. EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 2 of 11 Document X20-10211 c. Licenses. The types of Licenses available are (1) Licenses obtained under Software Assurance (L&SA), and (2) Subscription Licenses. These License types, as well as additional License Types, are further described in the Product List. 3. Licenses for Products. a. License Grant. Microsoft grants the Enterprise a non-exclusive, worldwide and limited right to download, install and use software Products, and to access and use the Online Services, each in the quantity ordered under an Enrollment. The rights granted are subject to the terms of this Agreement, the Use Rights and the Product Terms. Microsoft reserves all rights not expressly granted in this Agreement. b. Duration of Licenses. Subscription Licenses and most Software Assurance rights are temporary and expire when the applicable Enrollment is terminated or expires, unless the Enrolled Affiliate exercises a buy-out option, which is available for some Subscription Licenses. Except as otherwise noted in the applicable Enrollment or Use Rights, all other Licenses become perpetual only when all payments for that License have been made and the initial Enrollment term has expired. c. Applicable Use Rights. The latest Use Rights as updated from time to time, apply to the use of all Products, subject to the following exceptions. (1) For products with metered usage -based pricing (e.g. metered Microsoft Azure Services) Material adverse changes published after the start of a calendar month will apply beginning the following month. (ii) For Versioned Software. Material adverse changes published after the date a Product is first licensed wH not apply to any licenses for that Product acquired during the applicable Enrollment term unless the changes are published with the release of a new version and Customer chooses to update to that version. Renewal of Software Assurance does not change which Use Rights apply to perpetual Licenses acquired during a previous term or Enrollment (Ili) For all other Products (e.g. Office 365 services). Material adverse changes published after the start of the subscription term will not apply to any licenses for that Product acquired during the applicable Enrollment term. (iv) For use rights granted through Software Assurance. Material adverse changes published after the date a Product is first licensed will not apply to any licenses for that Product during the applicable enrollment term unless the changes are published with the release of a new version and Customer chooses to updat to that version. d. Downgrade rights. Enrolled Affiliate may use an earlier f a Product other than Online Services than the version that is current on the effecti f the Enrollment. For Licenses acquired in the current Enrollment term, the Use Rw r e current version apply to the use of the earlier version. If the earlier Product versa _ ; es features that are not in the new version, then the Use Rights applicable to th ier version apply with respect to those features. e. New Version Rights under Softwa A ur e. Enrolled Affiliate must order and maintain continuous Software Assurance cove o ach License ordered. With Software Assurance coverage, Enterprise automatic has right to use a new version of a licensed Product as soon as it is released, even if E Affiliate chooses not to use the new version immediately. (i) Except as otherwise pe Rt der an Enrollment, use of the new version will be subject to the new version's e ' s. (ii) If the License for t�eersion of the Product is perpetual at the time the new version is released the L9 for the new version will also be perpetual. Perpetual Licenses S;�; EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 3 of 11 Document X20-10211 obtained through Software Assurance replace any perpetual Licenses for the earlier version. f. License confirmation. This Agreement, the applicable Enrollment, Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses, together with proof of payment, will be Enrolled Affiliate's evidence of all Licenses obtained under an Enrollment. g. Reorganizations, consolidations and privatizations. If the number of Licenses covered by an Enrollment changes by more than ten percent as a result of (1) a reorganization, consolidation or privatization of an entity or an operating division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including a merger with a third party that has an existing agreement or Enrollment, Microsoft will work with Enrolled Affiliate in good faith to determine how to accommodate its changed circumstances in the context of this Agreement. 4. Making copies of Products and re -imaging rights. a. General. Enrolled Affiliate may make as many copies of Products, as it needs to distribute them within the Enterprise. Copies must be true and complete (including copyright and trademark notices) from master copies obtained from a Microsoft approved fulfillment source. Enrolled Affiliate may use a third party to make these copies, but Enrolled Affiliate agrees it will be responsible for any third party's actions. Enrolled Affiliate agrees to make reasonable efforts to notify its employees, agents, and any other individuals who use the Products that the Products are licensed from Microsoft and subject to the terms of this Agreement. b. Copies for training/evaluation and back-up. For all Products other than Online Services, Enrolled Affiliate rnay: (1) use up to 20 complimentary copies of any licensed Product in a dedicated training facility on its premises for purposes of training on that particular Product, (2) use up to 10 complimentary copies of any Products for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back -yap or archival purposes for each of its distinct geographic locations. Trials for Online Services may be available if specified in the Use Rights. c. Right to re -image. In certain cases, re -imaging is permitted using the Product media. If the Microsoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this Agreement may generally be used 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 acquired from the separate ce for each Product that is re - imaged. (ii) The Product, language, version, and compon�lts copies made must be identical to the Product, language, version, and all comp the copies they replace, and the number of copies or instances of the re-im a uct permitted remains the same. (iii) Except for copies of an operating systeOpgrade c pies of Products licensed under another Microsoft program, the Product t eor full License) re -imaged must be identical to the Product type lice the separate source. (iv) Enrolled Affiliate must adhe Ne Taroduct-specific processes or requirements for re - imaging identified in the Prrms. Re-imaged Products remai e o the terms and use rights of the License acquired from the separate source. Thi s tion does not create or extend any Microsoft warranty or support obligation. EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 4 of 11 Document X20-10211 5. Transferring and reassigning Licenses. a. License transfers. License transfers are not permitted, except that Customer or an Enrolled Affiliate may transfer only fully paid perpetual Licenses to: (i) an Affiliate, or (ii) a third party solely in connection with the transfer of hardware or employees to whom the Licenses have been assigned as part of (1) a privatization of an Affiliate or agency or of an operating division of Enrolled Affiliate or an Affiliate, (2) a reorganization, or (3) a consolidation. Upon such transfer, Customer or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable. b. Notification of License Transfer. Enrolled Affiliate must notify Microsoft of a License transfer by completing a license transfer form, which can be obtained from http://www.microsoft.com/licensing/contracts and sending the completed form to Microsoft before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides to the transferee, and the transferee accepts in writing, documents sufficient to enable the transferee to ascertain the scope, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer restrictions, warranties and limitations of liability). Any License transfer not made in compliance with this section will be void. c. Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must be assigned to a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described in the Use Rights. 6. Term and termination. .6 fft-- a. Term. The term of this Agreement will remain in effect unless terminated by either party as described below. Each Enrollment will have the term provided in that Enrollment. b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' written notice. In the event of termination, new Enrollments will not be accepted, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement. c. Mid-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 Enrollme a not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for cause. Without limiting any ot[Wr ie it may have, either party may terminate an Enrollment if the other party mat A� aches its obligations under this Agreement, including any obligation to submit or e o ay invoices. Except where the breach is by its nature not curable within 30 days, t� ating party must give the other party 30 days' notice of its intent to terminate anon unity to cure the breach. If Microsoft gives such notice to an o i late, Microsoft also will give Customer a copy of that notice and Customer agrees t elp resolve the breach. If the breach affects other Enrollments and cannot be reso d be een Microsoft and Enrolled Affiliate, together with Customer's help, within a reas eriod of time, Microsoft may terminate this Agreement and all Enrollments under it I rolled Affiliate ceases to be Customer's Affiliate, it must promptly notify Microsoft, osoft may terminate the former Affiliate's Enrollment. If an Enrolled Affiliate termi rollment as a result of a breach by Microsoft, or if Microsoft terminates an Enroll to se Enrolled Affiliate ceases to be Customer's Affiliate, then Enrolled Affiliat ill early termination rights described in the Enrollment. EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 5 of 11 Document X20-10211 e. Early termination. If (1) an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non - appropriation of funds, or (4) Microsoft terminates an Enrollment for non-payment due to non - appropriation of funds, then the Enrolled Affiliate will have the following options: (i) It may immediately pay the total remaining amount due, including all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered; or (11) It may pay only amounts due as of the termination date, in which case the Enrolled Affiliate will have perpetual Licenses for: 1) all copies of Products (including the latest version of Products ordered under SA coverage in the current term) for which payment has been made in full, and 2) the number of copies of Products it 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 (paid and payable) if the early termination had not occurred. (iii) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have the following options: 1) For eligible Products, Enrolled Affiliate may obtain perpetual Licenses as described in the section of the Enrollment titled "Buy-out option," provided that Microsoft receives the buy-out order for those Licenses within 60 days after Enrolled Affiliate provides notice of termination. 2) In the event of a breach by Microsoft, if Customer chooses not to exercise a buy-out option, Microsoft will issue Enrolled Affiliate a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the i" termination of the Enrollment. Nothing in this section shall affect perpetual License rights acquired either in a separate agreement or in a prior term of the terminated Enrollment. f. Effect of termination or expiration. When an Enrollment expires or is terminated, (i) Enrolled Affiliate must order Licenses for all copies of Products it has run for which it has not previously submitted an order. Any and all unpaid payments for any order of any kind remain due and payable. Except as provided in the subsection titled "Early termination," all unpaid payments for Licenses immediately become due and payable. (ii) Enrolled Affiliate's right to Software Assurance does not renew Software Assurance. g. Modification or termination of an Online Ser modify or terminate an Online Service where requirement or obligation that: (1) subjects Mi, generally applicable to businesses operatin Microsoft to continue operating the O 'ne Microsoft to believe these terms or t n 0 or obligation. h. Program updates. Microsoft rn� for Customer and its Enrolled time of an Enrollment renew I 4 this Agreement ends if it ipjurisd t7fatoryreasons. Microsoft may nycurrent or future government ny regulation or requirement not iction; (2) presents a hardship for ce without modification; and/or (3) causes vice may conflict with any such requirement cthanges to this program that will make it necessary to enter into new agreements and Enrollments at the EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 6 of 11 Document X20-10211 7. Use, ownership, rights, and restrictions. a. Products. Unless otherwise specified in a supplemental agreement, use of any Product is governed by the Use Rights specific to each Product and version and by the terms of the applicable supplemental agreement. b. Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provided for a specific Product, any use rights Microsoft provides with the Fix will apply. c. Non -Microsoft software and technology. Enrolled Affiliate is solely responsible for any non - Microsoft software or technology that it installs or uses with the Products or Fixes. d. Restrictions. Enrolled Affiliate must not (and is not licensed to) (1) reverse engineer, decompile, or disassemble any Product or Fix; (2) install or use non -Microsoft software or technology in any way that would subject Microsoft's intellectual property or technology to any other license terms; or (3) work around any technical limitations in a Product or Fix or restrictions in Product documentation. Customer must not (and is not licensed to) (1) separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately; or (2) distribute, sublicense, rent, lease, lend any Products or Fixes, in whole or in part, or use them to offer hosting services to a third party. e. Reservation of rights. Products and Fixes are protected by copyright and other intellectual property rights laws and international treaties. Microsoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices. 8. Confidentiality. "Confidential Information" is non-public information that is designated "confidential" or that a reasonable person should understand is confidential, including Customer Data. Confidential Information does not include information that (1) becomes publicly available without a breach of this agreement, (2) the receiving parry received lawfully from another source without a confidentiality obligation, (3) is independently developed, or (4) is a comment or suggestion volunteered about the other parry's business, products or services. Each party will take reasonable steps to protect the other's Confidential Information and will use the other parry's Confidential Information only for purposes of the parties' busines relationship. Neither party will disclose that Confidential Information to third parties, except to its oyees, Affiliates, contractors, advisors and consultants ("Representatives") and then only on a nee -t w basis under nondisclosure obligations at least as protective as this agreement. Each party responsible for the use of the Confidential Information by its Representatives and, in the ev t 1 overy of any unauthorized use or disclosure, must promptly notify the other party. A party may disclose the other's Confidential Information i by law; but only after it notifies the other party (if legally permissible) to enable the other part o protective order. Neither party is required to restrict work assig e i s Representatives who have had access to Confidential Information. Each party agrees that th a of information retained in Representatives' unaided memories in the development or deployment he p ies' respective products or services does not create liability under this Agreement or trade sec l� and each party agrees to limit what it discloses to the other accordingly. These obligations apply (1) for C&ofive to until it is deleted from the Online Services, and (2) for all other Confidential Information, for years after a party receives the Confidential Information. \V; EA20241AgrGov(US)SLG(ENG)(Oct2O23) Page 7 of 11 Document X20-10211 9. Privacy and compliance with laws. a. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter 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. b. Personal information collected under this agreement (1) may be transferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facilities and (2) will be subject to the privacy terms specified in the Use Rights. Microsoft will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of personal data from the European Economic Area and Switzerland. c. U.S. export. Products and Fixes are subject to U.S. export jurisdiction. Enrolled Affiliate must comply with all applicable international and national laws, including the U.S. Export Administration Regulations and International Traffic in Arms Regulations, and end -user, end use and destination restrictions issued by U.S. and other governments related to Microsoft products, services and technologies. 10. Warranties. a. Limited warranties and remedies. (i) Software. Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date the Enterprise is first licensed for that version. If it goes not and the Enterprise notifies Microsoft within the warranty term, then Microsoft will, at its option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software. (ii) Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during the Enterprise's use. The Enterprise's remedies for breach of this warranty are in the SLA. The remedies above are the Enterprise's sole remedies for breach of the warranties in this section. Customer waives any breach of warranty claims not made during the warranty period. b. Exclusions. The warranties in this agreement do not apply to problems caused by accident, abuse, or use in a manner inconsistent with this Agreement, including failure to meet minimum t system requirements. These warranties do not apply to free, trial, pre-release, or beta products, or to components of Products that Enrolled Affiliate' permitted to redistribute. c. Disclaimer. Except for the limited warranties ab a rosoft provides no other warranties or conditions and disclaims any o ress, implied, or statutory warranties, including warranties of quality, titld.,r ingement, merchantability, and fitness for a particular purpose. 11. Defense of third party claims. The parties will defend each other against the th laims described in this section and will pay the amount of any resulting adverse final judgm t or roved settlement, but only if the defending party is promptly notified in writing of the claim and ha a right to control the defense and any settlement of it. The party being defended must provide the def rty with all requested assistance, information, authority, and must take all reasonable action to s losses arising from the third -party claim. The defending party will reimburse the other party for a a le out-of-pocket expenses it incurs in providing assistance. This section describes the parties';A ies and entire liability for such claims. a. By Microsoft. %icrosaf6ol defend Enrolled Affiliate against any third -party claim to the extent it alleges that a Nilor Fix made available by Microsoft for a fee and used within the scope EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 8 of 11 Document X20-10211 of the license granted (unmodified from the form provided by Microsoft and not combined with anything else) misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, at its option, either (1) modify or replace the Product or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Enrolled Affiliate's continued use of a Product or Fix after being notified to stop due to a third -party claim. b. By Enrolled Affiliate. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft against any third -party claim to the extent it alleges that: (1) any Customer Data or non -Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Enrolled Affiliate's use of any Product or Fix, alone or in combination with anything else, violates the law or damages a third party. 12. Limitation of liability. For each Product, each party's maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate paid for the applicable Products during the term of this Agreement, subject to the following: a. Online Services. For Online Services, Microsoft's maximum liability to Enrolled Affiliate for any incident giving rise to a claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident. b. Free Products and Distributable Code. For Products provided free of charge and code that Enrolled Affiliate is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft's Uability is limited to direct damages finally awarded up to US$5,000. c. Exclusions. 6n no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or for loss of use, loss of business information, loss of revenue, or interruption of business, however caused or on any theory of liability. d. Exceptions. No limitation or exclusions will apply to liability arising out of either party's (1) confidentiality obligations (except for all liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other parry's intellectual property rights. Aft 13. Verifying compliance. a. Right to verify compliance. Enrolled Affiliate giu p ecords relating to all use and distribution of Products by Enrolled Affiliate and ' s. Microsoft has the right, at its expense, to the extent permitted by applicable la ify such compliance with the Product's license terms. Microsoft will engage an indep uditor and Enrolled Affiliate must provide the independent auditor with any inform .o uditor reasonably requests in furtherance of the verification, including visible ac s ms running the Products and evidence of Licenses for Products Enrolled Affi s, sublicenses, or distributes to third parties. Enrolled Affiliate must provide, w' out u e delay, the foregoing information and access upon request of the independent aud�r� b. Verification process. Mi A 11 notify Enrolled Affiliate at least 30 calendar days in advance of its intent to v oiled Affiliate's compliance with the license terms for the Products Enrolled Aff ' or distribute. The independent auditor is subject to a confidentiality obligati t to cover the auditor's engagement with Enrolled Affiliate for the verification roce nrolled Affiliate may, at its discretion, also require a mutually agreeable confida,0 agreement with the independent auditor for access to premises, data EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 9 of 11 Document X20-10211 14. and systems. Such confidentiality agreement between Enrolled Affiliate and auditor must be completed within fourteen (14) days of such request, and shall not restrict the ability for the independent auditor to accurately verify compliance and share the resulting information with Microsoft. Any information collected will be used solely for purposes of determining Enrolled Affiliate's compliance. This verification will take place during normal business hours and the auditor will make best efforts not to interfere with Enrolled Affiliate's operations during the course of the audit. c. Remedies for non-compliance. If verification reveals any use of Products without applicable license rights, then within 30 days Enrolled Affiliate must order sufficient licenses to cover its use, and, if such use or distribution is determined to be in excess of Enrolled Affiliate's existing licenses by 5% or more of the audited environment(s) in aggregate, then Enrolled Affiliate must reimburse Microsoft for the costs Microsoft incurred in obtaining the verification and acquire the necessary additional licenses. Such licenses will be obtained at 125% of the price, based on the then -current price list. The use percentage is based on the total number of Products used without applicable liscense rights (as described above) compared to the total Product use. If it is verified that Product use is sufficiently licensed, Microsoft will not require the Enterprise to engage in another verification for at least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce its rights under these Additional Use Rights and Restrictions or to protect its intellectual property by any other legal or contractual means. Miscellaneous. a. Use of contractors. Microsoft may use contractors to perform services but will be responsible for their performance subject to the terms of this Agreement. b. Microsoft as independent contractor. The parties are independent contractors. Enrolled Affiliate and Microsoft each may develop products independently without using the other's Confidential Informations c. Notices. Notices to Microsoft must be sent to the address on the signature form. Notices must be in writing and will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft may provide information to Enrolled Affiliate about upcoming ordering deadlines, services, and subscription information in electronic form, including by email to contacts provided by Enrolled Affiliate. Emails will be treated as delivered on the transmission date. d. e. f. Agreement not exclusive. Customer is free to enter into agreements to license, use or promote non -Microsoft products. Amendments. Any amendment to this Agreement mus uted by both parties, except that Microsoft may change the Product Terms and Rights from time to time in accordance with the terms of this Agreement. Ant 0 ' c g terms and conditions contained in an Enrolled Affiliate's purchase order will not ap rosoft may require Customer to sign a new agreement or an amendment before an E d ffiliate enters into an Enrollment under this agreement. n� Assignment. Either party may as parry in writing of the assignment. non -assigning party in writing. AN under the assigned agreement.A void. f7 g. Applicable lam laws of Custom Agreement will Ai,�ment to an Affiliate but must notify the other Mroposed assignment must be approved by the will not relieve the assigning party of its obligations pted assignment without required approval will be of this Agreement will be governed by the its conflict of laws. Disputes relating to this solution laws of Customer's state. EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 10 of 11 Document X20-10211 h. Severability. If any provision in this agreement is held to be unenforceable, the balance of the agreement will remain in full force and effect. i. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party. j. No third -party beneficiaries. This Agreement does not create any third -party beneficiary rights. k. Survival. All provisions survive termination or expiration of this Agreement except those requiring performance only during the term of the Agreement. 1. Management and Reporting. Customer and/or Enrolled Affiliate may manage account details (e.g., contacts, orders, Licenses, software downloads) at: https://www.microsoft.com/licensing/servicecenter (or a successor site). Upon the effective date of this Agreement and any Enrollments, the contact(s) identified for this purpose will be provided access to this site and may authorize additional users and contacts. m. Order of precedence. In the case of a conflict between any documents in this Agreement that is not expressly resolved in those documents, their terms will control in the following order from highest to lowest priority: (1) this Enterprise Agreement, (2) any Enrollment, (3) the Product Terms, (4) orders submitted under this Agreement, and (5) any other documents in this Agreement. Terms in an amendment control over the amended document and any prior amendments concerning the same subject matter. n. Free Products. It is Microsoft's intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Enrolled Affiliate is for the sole use and benefit of the Enrolled Affiliate and is not provided for use by or personal benefit of any specific government employee. o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation to provide accessible technologies to its citizens with disabilities as required by Section 508 of the Rehabilitation Act of 1973, and its state law counterparts. The Voluntary Product Accessibility Templates ("VPATs") for the Microsoft technologies used in providing the Online Services can be found at Microsoft's VPAT page. Further information regarding Microsoft's commitment to accessibility can be found at http://www.microsoft.com/enable. p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional assistance or rights by posting them on http://www.microsoft.com at such time. q. 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 this Agreement and the Use Rights, for the Products it uses. Ex a to the extent Enrolled Affiliate is licensed under this Agreement, it will be responsible f I breach of this contract and violation of Microsoft's copyright in the Products, inclu ment of License fees specified in this Agreement for unlicensed use. J EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 11 of 11 Document X20-10211 Exhibit B icrosoft Enterprise Enrollment Enterprise Enrollment number (Microsoft to complete) Previous Enrollment number (Reseller to complete) Framework ID (if applicable) State and Local This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, and (6) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement. All terms used but not defined are located at http://www.microsoft.com/licensing/contracts. In the event of any conflict the terms of this Agreement control. Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. Any reference to "anniversary date" refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect. Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. The renewal term will expire 36 full calendar months after the effective date of the renewal term. 4 Terms and Condi4io� 1. Definitions. Terms used but not defined in this Enrollment wi eefinition in the Enterprise Agreement. The following definitions are used in this Enrollment: "Additional Product" means any Product ide ' led a uch in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. "Community" means the community co i one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Gov rn Community Cloud Services to provide solutions to a Government or a qualified member munity, or (3) a Customer with Customer Data that is subject to Government regulations for M tomer determines and Microsoft agrees that the use of Government Community N7es is appropriate to meet Customer's regulatory requirements. EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 1 of 10 Document X20-10636 Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted. "Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise -wide basis under this program. "Expiration Date" means the date upon which the Enrollment expires. "Federal Agency" means a bureau, office, agency, department or other entity of the United States Government. "Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity. "Government Community Cloud Services" means Microsoft Online Services that are provisioned in Microsoft's multi -tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms. "Industry Device" (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi -function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task -specific software program (e.g. a computer -aided design program used by an architect or a point of sale program) ("Industry Program"). The device may include features and functions derived from Microsoft software or third -party software. 1 the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. "Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can be found in the Product Terms. "Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and is: (1) a personal desktop computer, portable computer, workstation, or si ilar device capable of running 'windows Pro locally (in a physical or virtual operating system environ e r (2) a device used to access a virtual desktop infrastructure ("VDI"). Qualified Devices do not in y device that is: (1) designated as a server and not used as a personal computer, (2) an Indus , or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device ex ove (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate's Enterpr' ualified Device for all or a subset of Enterprise Products or Online Services the Enrolled AffiliplAlia elected. "Qualified User" means a person (e.g., employ , 046fit, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server quiring an Enterprise Product Client Access License or any Enterprise Online Service. I oes include a person who accesses server software or an Online Service solely under a License iden d in a Qualified User exemptions in the Product Terms. "Reseller" means an entity authorized by to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- an 11at nsaction assistance related to this agreement; "Reserved License" means for an ice identified as eligible for true -ups in the Product Terms, the License reserved by Enrolled i or to use and for which Microsoft will make the Online Service available for activation. EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 2 of 10 Document X20-10636 "State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States 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's jurisdiction and geographic boundaries. "Tribal Entity" means a federally recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. "Use Rights" means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product -Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on -screen or otherwise) that accompanies a Product. "Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site. 2. Order requirements. a. Minimum order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services. (1) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending on the License Type, with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with a user License). (ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. W" 1 *4 I& b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during that term. d. Country of usage. Enrolled Affiliate must specify the cou ' where Licenses will be used on its initial order and on any additional orders. e. Resellers. Enrolled Affiliate must choose and m Reseller authorized in the United States. Enrolled Affiliate will acquire its Licenses t o its chosen Reseller. Orders must be submitted to the Reseller who will transmit the to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment ter be een them, and Microsoft will invoice the Reseller based on those terms. Throu reement the term "price" refers to reference price. Resellers and other third parti ave authority to bind or impose any obligation or liability on Microsoft. f. Adding Products. (i) Adding new Products r iously ordered. New Enterprise Products or Enterprise Online Services may a at any time by contacting a Microsoft Account Manager or Reseller. New Ad ' ' ducts, other than Online Services, may be used if an order is placed in the mo t oduct is first used. For Additional Products that are Online Services, aVitial r for the Online Service is required prior to use. EA20241 EnrGov(US)SLG(ENG)(Oct2023) Page 3 of 10 Document X20-10636 (ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true -up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true -up in the Product Terms or (2) included as part of other Licenses. g. True -up requirements. Enrolled Affiliate must submit an annual true -up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true -up order. (1) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user -based Licenses) at the time the true -up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services. (ii) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the last true -up order, or the prior anniversary date and submit a true -up order that accounts for any increase. (ill) Online Services. For Online Services identified as eligible for true -up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true -up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retrospectively to the month in which they were ordered. (iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if ;permitted in the Product Terms, as follows: 1) For Subscription Licenses that are part of an Enterprise -wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices and Qualified Users (if ordering user -based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true -up orders. Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services in a given Product pool that are not a part of an Enterprise -wide purchase, Licenses can be reduced as long as (a) the initial order minimum requirements are maintained and (b) all th -active users of each Online Service are included the total quantity of Licens s ining after the reduction. An Enrolled Affiliate may reduce Licenses for Onli es on or before the Enrollment anniversary date and place a reservation ♦rd uch licenses within 90 days after the anniversary date; however, any licenstN ed as described in this section will be invoiced to the Enrolled Affiliate meperiod the licenses were made available. IW4 3) For Additional Products ava' Jabscription Licenses, Enrolled Affiliate may reduce the Licenses. If the unt is reduced to zero, then Enrolled Affiliate's use of the applicable Su cript License will be cancelled. Invoices will be adjusted t t any reductions in Subscription Licenses at the true -up order Enrollment annivers and effective as of such date. (v) Update statement. u e statement must be submitted instead of a true -up order if, since the initial t true -up order, Enrolled Affiliate's Enterprise: (1) has not changed the nu alified Devices and Qualified Users licensed with Enterprise Products o V Online Services; and (2) has not increased its usage of Additional EA20241 EnrGov(US)SLG(ENG)(Oct2023) Page 4 of 10 Document X20-10636 3. 4. Products. This update statement must be signed by Enrolled Affiliate's authorized representative. (vi) True -up order period. The true -up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third - year true -up order or update statement is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate may submit true -up orders more often to account for increases in Product usage, but an annual true -up order or update statement must still be submitted during the annual order period. (vii)Late true -up order. If the true -up order or update statement is not received when due, Microsoft may invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows: (1) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up process. (ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled "Adding new Products not previously ordered," then for additional step-up Licenses, by following the true -up order process. i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor mistakes, uNritentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement. Pricing. a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment. Setting Prices. Unless otherwise expressly agreed to by Services designated in the Product Terms as being exi Affiliate's prices for each Product or Service will beeehll Enrolled Affiliate continues to qualify for the same4pri for each Product or Service ordered will be fixed Enrollment term. Microsoft's prices to Reselle0 N es renewal term. Payment term For the initial or renewal o installments. The first inst remaining installments will orders are invoiced upon ac for Online Services and upf '`parties and except for Online from fixed pricing, Enrolled �ed by its Reseller. As long as Microsoft's prices for Resellers the applicable initial or renewal blished at the beginning of the olled Affiliate's Reseller in three equal annual Microsoft's acceptance of this Enrollment and ent Enrollment anniversary date. Subsequent led Affiliate may elect to pay annually or upfront EA20241 EnrGov(US)SLG(ENG)(Oct2023) Page 5 of 10 Document X20-10636 5. End of Enrollment term and termination. a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment. b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36-month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term option that allows Online Services to continue month -to -month ("Extended Term") is available. During the Extended Term, Online Services will be invoiced monthly at the then -current published price as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. At any time during the first twelve months of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, Microsoft may condition the continued use of each Online Service on the acceptance of new terms by the Enrolled Affiliate. Enrolled Affiliate will be notified in writing of any new terms at least 60 days before any such changes take effect. Enrolled Affiliate acknowledges and agrees that after the notice described in this section, its continued use of each Online Service after the effective date provided in the notice will constitute its acceptance of the new terms. If Enrolled Affiliate does not agree to the new terms, it must stop using the Online Services and terminate th Extended Term as provided in this section. Enrolled Affiliate's termination under s ection will be effective at the end of the month following 30 days after Microso eived the notice. (iii) Subscription Licenses and Online Servicap i le for an Extended Term. If Enrolled Affiliate elects not to renew, the Lice a cancelled and will terminate as of the Expiration Date. Any associated m di t be uninstalled and destroyed and Enrolled Affiliate's Enterprise must di� use. Microsoft may request written certification to verify compliance. d. Termination for cause. Any termi ti cause of this Enrollment will be subject to the "Termination for cause" section of th reement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate any ffiliate in the Enterprise that uses Government Community Cloud Services f ' eet and maintain the conditions of membership in the definition of Community. e. Early termination. An ar ermination of this Enrollment will be subject to the "Early Termination" Section prise Agreement. EA20241 EnrGov(US)SLG(ENG)(Oct2023) Page 6 of 10 Document X20-10636 For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 6. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non -Community members is strictly prohibited and could result in termination of Enrolled Affiliate's license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non -Government Community Cloud Services also apply to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment. c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non -Government Community Cloud Services Pn the same domain. d. Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights: (1) Government Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, as set forth in the Use Rights, will not apply. (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States. EA20241 EnrGov(US)SLG(ENG)(Oct2023) Page 7 of 10 Document X20-10636 Enrollment Details 1. Enrolled Affiliate's Enterprise. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates: ❑ Enrolled Affiliate only ❑ Enrolled Affiliate and the following Affiliate(s): Unless specifically identified above, all Affiliates of Customer, either existing at the execution of this Enrollment or created or acquired after the execution of this Enrollment, will be excluded from the Enterprise. To request that an additional Affiliate be included in Customers Enterprise, Customer must identify an Affiliate to Microsoft in writing and provide any required documentation. Microsoft will reasonably review requests under this paragraph and may approve the inclusion of an Affiliate in Customer's Enterprise in its sole discretion. _-A,#* -% j1#4 Ile � 4 1. Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https://www.microsoft.com/licensing/servicecenter. a. Primary contact. This contact is the primary contact for the fprollment from within Enrolled Affiliate's Enterprise. This contact is also an Online Adm flivator for the Volume Licensing Service Center and may grant online access to othersnTary contact will be the default contact for all purposes unless separate contacts 9,re ' ie for specific purposes Name of entity (must be legal entity name)* ` Contact name: First* Middle L> Contact email address* Street address* City* State* Postal code* - (Please provide the zip + 4, e. -XxXx) Country* Phone* Tax ID * indicates required �� EA20241 EnrGov(US)SLG(ENG)(Oct2023) Page 8 of 10 Document X20-10636 b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping -up prior to a true -up order. ❑ Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name: First* Middle Last* Contact email address* Street address* City* State* Postal code* - (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* Phone* Language preference. Choose the language for notices. English ❑ This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. * indicates required fields c. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses and step-up prior to a true -up order. ❑ Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name: First* Middle Last* Contact email address* Phone* ❑ This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity. * indicates required fields d. Reseller information. Reseller contact for this Enrollment is: Le Reseller company name* ,_+6 Street address (PO boxes will not be accepted)* City* State* Postal code* Country* Contact name* ` Phone* Contact email address* * indicates required fields By signing below, the Reseller iden a confirms that all information provided in this Enrollment is correct. Signature* Printed name* ` Printed title* Date* * indicates EA20241 EnrGov(US)SLG(ENG)(Oct2023) Page 9 of 10 Document X20-10636 Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default. (i) Additional notices contact (ii) Software Assurance manager (iii) Subscriptions manager (iv) Customer Support Manager (CSM) contact 1. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? ❑ Yes, ® No. If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft. S�4 a EA20241 EnrGov(US)SLG(ENG)(Oct2023) Page 10 of 10 Document X20-10636