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