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HomeMy WebLinkAboutC03-328 Microsoft Premier Support and Master Services Agreement (2.63 -c-> 2fl- l/-9 Microsoft Premier Support Services Description (For Microsoft Internal Purposes Only) I Premier Support Contract No. .' This services description ("Services Description") is made pursuant to the Microsoft Master Services Agreement, number CD -il'i~te:(the "Agreement") effective as of III i t ,~o ~ ,by and between the undersigned customer or its affiliate ("Youj and the undersigned Microsoft affiliate ("We," "Us," or "Our"). The terms of the Agreement are incorporated herein by this reference. Any terms not otherwise defined' herein will assume the meanings set forth in the Agreement. This Services Description is comprised of this cover page and the Services Description terms below, which are incorporated herein b this reference. <I Contact Name (This person receives invoices under this Services DeSCription unless otherwise specified on your Purchase Order.) John Denardo Name of Customer or Affiliate that executed the Agreement if different than the undersigned (same) Street Address Eagle County Government Name of Customer 500 Broadway PO Box 850 Contact E-mail Address john.denardo@eaglecounty.us City Eagle StatelProvince CO Phone 970-328-3580 Country USA Po~alCode Fax 81631-0850 970-328-3599 I Invoicing , Premier Support is a prepaid service and all fees and any applicable taxes are due upon acceptance of this Services Description. We will invoice You for additional services performed and expenses incurred. We must be in receipt of a purchase order. check, or other acceptable form of payment before We will begin providing Services. Our invoices are payable within 30 days of receipt by You and will be directed to Your representative for payment at the address shown above unless otherwise provided in a Purchase Order. Notwithstanding the foregoing, multi-year Service Descriptions will be invoiced upon our acceptance of this Services Description for year one and the remaining installments will be invoiced at the subsequent anniversaries of the commencement date as defined on the Fee and Named Contacts Schedule. I . This Services Description will commence on The foregoing funds appropriated for this project are equal to or in excess of the 'contract amount. Notwithstanding anything to the contrary contained in this Agreement, no char,ges shall be made to the County nor shall any payment be made in excess of the amount for any work done without the written approval in accordance with a budget adopted by the Board in accordance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that the County is a governmental entity and that all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. I i By signing below the parties acknowledge and agree to be bound to the terms of the Agreement and this Services Description. ", Microsoft Services Premier Support Services Description V6.0 rev June 16, 2003 page 1 of 9 ~ c.b6 -3~'iS: -l./-~ Microsoft Master Services Agreement - State and Local ~~~:~~ :;:~ ~Oe~~:I:,~reement Number [00'; LL-1:~~1 This Microsoft Master Services Agreement is entered into between the following entities as of the effective date identified below (the "master agreement"), This master agreement is. comprised of this cover page and the attached terms and conditions, the tenns of which are incorporated herein by this reference. Each party will notify the other in writin if an of ti1e infQffl1lition in the followin ~ble chan es. Street Address 500 Broadway PO Bo,c. 850 Contact Name (ThIs person receives nDtices under'this maste agreement pursuant to section 11 (Notices). John Den;udCJ Contact Email Address john.dimardo@eaglecounty.us City Eae1e StatelProvince CO Phone 970-328-3580 Country us Postal Code 81631-0850 Fax 970-328-3599 ~~"",'''''''''T "1':11/i_I' . .,. . "'""",' . . I ' :~!!-~'I',,\ ~;iIf~r~ ,:, ~ ". ~"..1 ,,, ',1 d... <",;"'-'t 1'~~Vf"-J~~~'''' .~, 1 " Mjcr~~oft It': ii.: ~~.~~'ik~_ ..<h';j;;,y\~>~.. ,."" '.' , Nollces to Mlcrilsoll shoUld IJe sent 10 (Microsoft afflliate to complete): Copies should be sent to: Microsoft Attention: Margaret Gardiner One Microsoft Way SAMM-D/4447 Redmond, Washington 98052 This master agreement contains terms of the relationship between you and us. If you contract for services from us under this master agreement, the specific terms of those transactions will be contained in this master agreement and any work orders, services descriptions, or other statement of services incorporating this master agreement by reference (each a ~statement 'of services"). By signing below. each party acknowledges that it has read and understood the terfrls of this master agreement and agrees to be bound by these terms. ;: ~ Ii' Micro~oft Affiliate ! Name Microsoft Corporation Name Clf Customer (please print) EAGLE UNTY GOVERNMENT SLG MicrosDft Master SeNices Agreement v6.0 (U,S.) 5.1,02 Cover Page (confidential information) Master Agreement page 1 of 7 1. OVERVIEW. This Services Description describes the various types of services that may be obtained (the "Servicesj. In addition, it sets forth the parties' respective responsibilities, prerequisites and assumptions that underlie the provision of the Services, applicable fees, and additional terms and conditions. The Services focus on the following key areas: Support Account Management from an assigned Microsoft resource ("Services Resourcej. helps to build and maintain relationships with Your management and service delivery staff and helps you arrange each element of the Premier Support to meet Your business requirements. Workshops help You to prevent problems, increase system availability and assist with creating products and solutions based on Microsoft technologies. ' Problem Resolution Support provides assistance for problems with specific symptoms encountered while using Microsoft products, where there is a reasonable expectation that the problem is caused by Microsoft products. Support Assistance provides short-term advice and guidance for problems not covered with Problem Resolution Service as well as requests for consultative assistance for design, development and deployment issues. Information Services provide Your staff with the latest knowledge on Our technologies to enhance Your in-house support capabilities. 2. AVAILABLE SERVICES. You may utilize any combination of the following Services. Unless We specify otherwise, the services are charged on an hourly basis and will be deducted from the total number of hours You have purchased as set forth in the attached Fee and Named Contacts Schedule(s). 2.1 Support Account Management. Support Account Management services are intended to help coordinate the support and services relationship. The Services Resource is Your advocate within Microsoft and facilitates a team that can provide Workshops, Problem Resolution Support, and Support Assistance. The Services Resource also serves as the point of information delivery and provides Your feedback regarding the Services to other Microsoft groups. The Services Resource can also provide the following services which will not be deducted from the overall pre-paid hours listed in the Fee and Named Contacts Schedule(s): a. Plannina and Resource Facilitation. At the commencement of this Service Description, an orientation and planning session can be conducted with Your management and staff via teleconference or onsite if an onsite visit has been purchased. The purpose of this meeting is to discuss the Services available, gather input regarding Your support needs, and jointly plan Your use of the Services. ' b. Status Meetinas and Reoortina. A standard status report can be prepared on a regular basis, to summarize the Services delivered during the previous reporting period. Status meetings will be conducted to discuss Service activities, monitor Your satisfaction levels, and discuss actions or adjustments that may be required. Customize reporting can be provided at Your request and any additional related labor will be deducted from Your Support Assistance hours. c. Escalation Manaaement. Support issues that require escalation to other resources within Microsoft can be closely managed by the Services Resource to expedite resolution. 2.2 Workshops. Workshops are designed to reduce the number and minimize the impact of problems related to Microsoft products experienced by You. Workshops can include the following: ' a. Workshoos. We can conduct instructor~led training sessions that emphasize Microsoft technologies at Your facility or on location at Microsoft. If You elect to have a workshop conducted at Your facility. We will' provide You with specifications for configuring Your environment prior to the delivery of the workshops. Workshops are individually scoped and priced depending upon the length, delivery location and material presented. Your Services Resource can provide You with a current list of available workshops. b. Premier Events. We can provide broad and deep technical development-focused presentations, combined with hands-on labs that provide training and facilitate your implementations of Microsoft technologies. These events provide the opportunity to interact with Microsoft product groups, Premier support development resources and marketing contacts. Your Services Resource can provide You with notification of scheduled events. 2.3 Problem Resolution Support. Problem Resolution Support provides assistance for problems with specific symptoms encountered while using Microsoft products, where there is a reasonable' expectation that the problems are caused by Microsoft products. Problem Resolution Support is available 24 hours a day, 7 days a week. Requests for support may be submitted via telephone or electronically through the Premier online website by Your designated contacts, except for Microsoft Services Premier Support Services Description V6.0 rev June 16, 2003 page 3 of9 Severity 1 and A which must be submitted via telephone as set forth below in Section 2.3(a). Problem Resolution Support can include any combination of the following: a. Problem Recuest (Break-Fix). An assisted break-fix support request, also known as an incident, is defined as a single support issue and the reasonable effort needed to resolve it. A single support issue is a problem that cannot be broken down into subordinate issues. If a problem consists of subordinate issues, each shall be considered a separate incident. Incidents requiring an onsite visit will be charged on an hourly basis and will include charges for reasonable travel and living expenses. In certain situations, we may provide you with a modification to the commercially available Microsoft product software code to address specific critical problems ("Hotfixesj in response to an assisted break-fix support request. Hotfixes are designed to address your specific problems and are not regression tested. Except as otherwise provided herein or in an Exhibit, Hotfixes may not be distributed to unaffiliated third parties without our express written consent. I I . Hours-based Incidents are charged on an hourly basis and include the commercially reasonable 'amount of hours of Services necessary to troubleshoot and resolve the support issue. Hours-based incidents are deducted from the pre-paid hours set forth in the attached Fee and Named Contacts Schedule(s) or charged to you in arrears if all pre-paid hours have been exhaysted. You are responsible for setting the initial severity level (1-C) and can request a change in severity level at any time. The incident severity will determine the response levels within Microsoft and estimated response times and Your responsibilities are defined in the following table: You have purchased the following Problem Resolution Support: . . . MS Resources at customer site as soon as possible. Rapid Escalation within Microsoft to Product teams Notification of Senior Executives at Microsoft 1st call response in 1 hour or less 1st call response in 1 hour or less continuous effort on a 24x7 basis Notification of Senior Mana ers at Microsoft. 1st call response in 2 hours or less Effort during Business Hours2 only . Moderate business impact: . Customer's business has moderate loss or degradation . .of services but work can reasonably continue in an impaired manner. . Needs attention within 2 hours . Minimum business impact: . Customer's business is substantially functioning with . minor or no impediments of services. . Needs attention within 4 hours Severity is controlled by the customer in consultation with their Microsoft support contact. 2 Business hours support is from 6 A.M. to 6 P.M, PST, Monday through Friday You may be required to perform problem determination and resolution activities as requested by Us. Problem determination and resolution activities may include performing network traces. capturing error messages, collecting configuration information, changing product configurations, installing new versions of software or new components, or modifying processes. You are responsible for implementing the procedures necessary to safeguard the integrity and security of Your software and data from unauthorized access and to reconstruct lost or altered files resulting from catastrophic failures. Critical business impact: Customer has complete loss of a core (mission critical) business process and work cannot reasonably continue Needs immediate attention . A . Significant business impact: Customer's business has significant loss or degradation of services Needs attention within 1 hour . . B C . Notification of Senior executives at customer site Allocation of appropriate resources to sustain continuous effort on a 24x7 basis Rapid access and response from change control authority . . . . . . . Allocation of appropriate resources to sustain continuous effort on a 24x7 basis Rapid access and response from change control authority Mana ement notification Allocation of appropriate resources to sustain Business Hours2 continuous effort Access and response from change control authority within 4 Business Hours2 . . . . . . . . 1st call response in 4 hours or less Effort during Business Hours2 only . . Accurate contact information on case owner Responsive within 24 hours. b. Rapid Onsite Support Services. Onsite emergency support is available as an additional billable service. Our ability to provide onsite emergency support is subject to Our resource availability, and the tasks performed will vary depending on the situation, environment, and business impact of the problem. Microsoft Services Premier Support Services Description V6.0 rev June 16, 2003 page 4 of 9 " 2.4 Support Assistance. Support Assistance provides short-term advice and guidance for problems not covered with Problem Resolution Support as well as requests for consultative assistance for design, development and deployment issues. Your Services Resource will work with you to determine your specific consulting needs. The following are types of Support Assistance that can be utilized under this Services Description: a. Infrastructure SUDDort Assistance. Infrastructure Support Assistance includes informal advice, guidance and knowledge transfer intended to help, you implement Microsoft technologies in ways that avoid common support issues and decrease the likelihood of system outages. These services also help you to resolve problems that are not attributed to Microsoft Products including: . Errors caused by your networking infrastructure, hardware, non-Microsoft software, operational procedures. architecture, IT service management process, system configuration or human error. . Multi-vendor coordination interoperability problems. Upon your request, we will collaborate with third-party software suppliers to help resolve complex multi-vendor product interoperability issues. b. Reviews. Each review is individually scoped and estimated prior to scheduling resources, and a written report is produced to document findings and recommendations. In order for us to complete reviews during the term of this Services Description, all requests for reviews and the applicable data must be submitted to us no later than 60 days prior to expiration date of the Services Description set forth on the cover page. Reviews to address design, development, deployment, and supportability issues including the following: . Supportability Review is an assessment of a current implementation or planned implementation of a specific system. migration, or upgrade and may include recommendations for a more supportable environment. . Technology Architecture Reviews examine the alignment and planned deployment of technology intended to address your business goals or problems with a focus on determining how our technology offerings best fit within your overall technology architecture. . Application Design Reviews examine application or product component architecture, focusing on the design of components for deployment in a multi-tiered architecture model. This review specifically addresses issues including compliance with our component design guidelines, effective distributed component communication techniques, and efficient use of runtime services. . Code Reviews examine the specific, critical software components in your applications for existing or expected problems. We will work with you to choose the appropriate components for analysis. . Custom Reviews that can be crafted to meet your specific needs as they relate to the use of our technologies. c. DeveloDment SUDDort Assistance. Application Development Consulting helps you in the creation and development necessary to build intemal applications on the Microsoft platform that integrate Microsoft technologies. Application Development Consulting specializes in our development tools and technologies. d. Lab Access. Microsoft can provide access to a lab facility to assist with product development, testing, and migration activities. These facilities must be scheduled in advance and are subject to availability. . Application Performance Benchmarking can assist in evaluating application performance and identify performance bottlenecks. The lab facilities can also be used to evaluate scalability limitations based on specific objectives. . Prototyping can assist in building proof-of-concept scenarios or workaroundsin' order to validate implementation of Microsoft technology. . Porting and Migration Assistance can help devise strategies for porting and migrating applications and data to Microsoft technologies. The lab facilities can be used to validate specific techniques and identify potential problem areas. 2.5 Information Services. Information Services provide You with technical information about Microsoft products and support tools that help You to implement and operate Microsoft products in a more efficient and effective manner. Information Services can include any combination of the following: Included Information Services: a. Premier online website. The Premier online website provides access to the following information resources at no additional charge: . Regularly updated product news flashes documenting key support and operational information about Microsoft products. . Critical problem alerts notifying You of potentially high-impact problems. . Web response tool for submitting and checking the status of support incidents. . Microsoft KnowledgeBase of technical articles and troubleshooting tools and guides. Microsoft Services Premier Support Services Description V6.0 rev June 16, 2003 page 5 of9 b. Suooort Webcasts. Support webcasts are regularly scheduled webcast discussions led by Our program managers, developers and professionals covering key areas of Microsoft technology. These are provided at no additional charge. Optional Information Services where additional fees may apply: . Microsoft TechNet Plus CD or DVD. Single server license of TechNet Plus provides an information resource that includes technical documentation, resource kits, the most recent service packs, and updated drivers and patches. . Ootional Microsoft Develooer Network lMSDN) CD or DVD. Universal Edition, single user license of MSDN provides access to an extensive collection of programming information, development toolkits, and sample code library. . Ootional Microsoft Press book oackaaes. Microsoft Press book packages provide reference m"terialS to address key areas of planning, deploying, and administering Microsoft technologies. paCkage) titles are available upon request and are listed on the Premier online website. 2.6 Additional Services. You may request changes or additions to this Services Description at any time. Additional Services that are available for purchase, and the specific terms and conditions applicable to those Services, may be set forth in this Services Description, an attached Exhibit and/or Fee and Named Contact Schedule(s). Additional Services will be invoiced at the prevailing price. at the time the Services are rendered or upon acceptance of an Exhibit to this Services Description. Prior to delivering additional Services, We must be in receipt of a purchase order, check or other acceptable form of payment. 3. PREREQUISITES AND ASSUMPTIONS. Our delivery of Services under this Services Description is based upon the following Prerequisites and Assumptions: a. All Services will be provided remotely to Your locations in the United States unless otherwise set forth in an Exhibit to this Services Description. Where onsite visits are mutually agreed, You will be billed for reasonable travel and living expenses. b. All Services will be provided in the English language unless otherwise agreed to by you and us in writing or in an Exhibit to this Services Description. c. We will provide support for all United States versions of commercially released generally available Microsoft products unless otherwise set forth in an Exhibit to this Services Description or specifically excluded on the Premier online website. Support for those Microsoft products that have entered the Extended Phase of support, as defined on the Premier online website, will be charged on an hourly basis only. Hotfix support is not available for Microsoft products that have entered the Extended Phase of support unless You have purchased such support in an Exhibit to this Services Description. d. Support for pre-release products is not provided except as otherwise provided in an attached Exhibit. e. All Services, including any additional Services purchased after the Effective Date shall be forfeited if not utilized during the term of this Services Description. f. Support Assistance is dependent upon the availability of resources. g. We can access Your system via remote dial-in to analyze problems at your request. Our personnel will access only those systems authorized by You. We may provide You with software to assist with problem diagnosis and/or resolution. Such software is Our property and must be retumed to Us promptly upon request. In order to utilize remote dial-in assistance, You must provide us with the appropriate access and necessary equipment. h. You must have access to the Internet in order to take advantage of Intemet-based services. i. Additional Prerequisites and Assumption may be set forth in relevant Exhibits. 4. YOUR RESPONSIBILITIES. This section sets forth Your performance obligations under this Services Description. Our performance is predicated upon You fulfilling the following responsibilities in addition to those set forth in Section 2.3 and any applicable Exhibits. Failure to comply with the following responsibilities may result in delays of Service. a. You can designate named contacts as set forth in the attached Fee and Named Contacts Schedule(s), one of which will be the Customer Support Manager ("CSM") for support related activities. The CSM is responsible for leading Your team and will manage all of Your support activities, and intemal processes for submitting support requests to Us. Each contact will be supplied with an individual account number for access to the Premier online website, Microsoft Services Premier Support Services Description V6.0 rev June 16, 2003 page 6 of 9 '. support issue submission and access to Your Services Resource. In addition to the named contacts, You may also identify two types of group contacts as follows: . One type will receive a shared account ID that provides access to the Premier online website for information content and the ability to submit support requests through the Premier online website or by telephone. . One type will receive a shared account ID that provides access to the Premier online website for information content only. b. You agree to work with Us to plan for the utilization of Services based upon the service level You purchased. c. You agree to provide an intemal escalation process to facilitate communication between Your manager and us as appropriate. d. You agree to provide feedback regarding the Services to the Services Resource on a regular basis. Microsoft Services Premier Support Services Description V6.0 rev June 16, 2003 page 7 of 9 .. '. 6. Attachments: The following Schedule and Exhibit(s) are attached at the execution ofthis Services Description: Microsoft Premier Support Services Description Schedule: Fee and Named Contacts (For Microsoft Internal Purposes Only) Schedule Number I This Schedule is made pursuant to the Microsoft Premier Support Services Description No. ~ (the "Services Description") by and between the customer or its affiliate ("You") as specified on the Services Description and the Microsoft affiliate ("We," "Us," or "Our") as specified on the Services Description. he terms of the Agreement and the Services Description are incorporated herein by this reference. Any terms not otherwise defined herein will assume the meanings set forth in the Agreement and the Services Description. 1. PREMIER SUPPORT SERVICES AND FEES. The quantities listed in the table below represent the amount of Services that You have pre-purchased for use during the term of this Services Description. PROBLEM RESOLUTION HOURS Incident resolution Multivendor Coordination Remote Diagnostic and Debug (Dial-in) 24 X 7 Access to Su rt Professionals SUPPORT ASSISTANCE Supportability Consulting Lab access Reviews Worksho s SUPPORT MANAGEMENT SERVICES Planning and Resource Facilitation Status Reports and Meetings Inddent Escalation Mana ement INFORMATlON SERVICES Unlimited-user access license to Premier Online website Critical Problem Alerts Product NewsFlashes Su rt Webcasts TECHNET PLUS SUBSCRIPTlON Up to 120 Hours (may also be used for support assistance) Up to 80 hours (may also be used for problem resolution) Induded Induded 1 TAM ONSITE VISIT (2 DAYS) Included Total Due From Customer: $50,600 Microsoft Services Premier Support Services Description V6.0 rev June 16, 2003 page 8 of 9 ~ . ". 2. MICROSOFT CONTACT Microsoft Contact Name: Microsoft Corporation (Attn: Margaret Gardiner) One Microsoft SAMM D/4447 Redmond, WA 98052 Phone:(425)7~864 Email: margardi@microsoft.com Facsimile: (425) 936-7329 3. CUSTOMER NAMED CONTACTS a. Premier Customer Named Contacts: CSM Name: John Denardo Address: Innovation & Technology Department PO Box 850, Eagle, CO 81631 Phone:( 970 ) 328-3581 Email: john.denardo@eaglecounty.us Facsimile: ( 970 ) 328-3599 D Check here for MSDN or TechNet recipient if D Check here for MSDN or TechNet recipient if included included o Check here for DVO format o Check here for DVO format o Check here for CD format (default if neither are checked) o Check here for CD format (default if neither are checked) CSM Name: David Kekar Named Contact Name: Steven Hansen Address: Address: Innovation & Technology Department Innovation & Technology Department PO Box 850, Eagle, CO 81631 PO Box 850, Eagle, CO 81631 Phone:( 970 ) 328-3582 Phone: ( 970 ) 328-3584 Email: david.kekar@eaglecounty.us Email: steven.hansen@eaglecounty.us . Facsimile: ( 970 ) 328-3599 Facsimile: ( 970 ) 328-3599 ':;;':::88):;:::: [!':H:!( i:",,:.'i.::i:'::: I!I[' ,., ,'.,. ,',:N( :: :i" ...'.. '.;ii::':; ::i);),):: D Check here for MSDN or TechNet recipient if D Check here for MSDN or TechNet recipient if included included o Check here for DVO format o Check here for DVO format o Check here for CD format (default if neither are checked) o Check here for CD format (default if neither are checked) Named Contact Name: Named Contact Name: Address: Address: Phone: ( ) Phone: ( ) Email: Email: Facsimile: ( ) Facsimile: ( ) Microsoft Services Premier Support Services Description V6.0 rev June 16, 2003 page 9 of 9 ~ {,I 3. - 3. z.5?: -Cf-56" Microsoft Master Services Agreement - State and Local ~~~:= ::~~ :~::l:,~reement Number L', ,'.- --'~~,:.I This Microsoft Master Services Agreement is entered into between the following entities as of the effectiVe date identified below (the "master agreement"), This master agreement is. comprised of this cover page and the attached terms and conditions, the terms of which are incorporated herein by this reference. Each party will notify the other in writin if an of the infgrmation ill the followin t~ble chan es. Street Address 500 Broadway PO BOJ( 850 Contact Name (ThIs person receives noUces under'thls maste agreement pursuant to section 11 (Notices), John Den;ardo Contact Email Address john.denardo@eaglecounty.us City Eagle StatelProvince CO Phone 970-328-3580 Country US Postal Code 81631-0850 Fax 970-328-3599 , ,. . "~,,,~I"~'" """!P.""lf '>1'1Il"""~~~_~ - : ~, ~; 1':11'> ',:: 'P: u~ ': f : };;,. . .. ,;:;, , ~d \ ' 't~ . ~i Ji'tl'J 1i:l~ Microsoft " ,.+~.,i:':'>" !'" ,I' "'i' '. t' .'",Imi Notices to Microsoft should lie sent to (Microsoft affiliate to complete): Copies should be sent to: Microsoft Attention: Margaret Gardiner One Microsoft Way SAMM-D/4447 Redmond, Washington 98052 This master agreement contains terms of the relationship between you and, us. If you contract for services from us under this master agreement, the specific terms of those transactions will be contained in this master agreement and any work orders, services descriptions, or other statement of services incorporating this master agreement by reference (each a "statement of servicesj. By signing below, each party acknowledges that it has read and understood the terms of this master agreement and agrees to be bound by these terms. Name of Customer (please print) EAGLE UNTV GOVERNMENT " , "'?!.'n:''''''''''J'_'~''~W'f'Jl Microsoft Affiliate \ :<;..,.'",~,t;f~~~~ ~ ~t~ Af 1IA ~ {. ~'~f.' . '!'i~) Name Microsoft Corporation SLG Microsoft Master Services Agreement v6,O (U.S.) 5.1,02 Cover Page (confidential information) Master Agreement page 1 of 7 In this master agreement, a "party" or "parties" means you and/or us as the context requires. "You" means the entity that has entered into this master agreement and may also refer, as the context requires, to your affiliates who enter into a statement of services under this master agreement. "We," "us," or "our" means, Microsoft Corporation and its affiliates. "Affiliate" means (i) with regard to you, any government agency, department, instrumentality, division, unit or other office of your state or local government that is supervised by or is part of you, or which supervises you or of which you are a part, or which is under common supervision with you; together with, as mandated by law, any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality located within your state's jurisdiction and geographic boundaries; provided that a state and its affiliates shall not, for purposes of this definition, be considered to be affiliates of the federal government and its affiliates; and (ii) with regard to us, any legal entity that we own, which owns us, or which is under common ownership with us. 1. Services and use. We agree to provide product support, consulting and other services (referred to collectively and individually herein, as the context requires, as "services") under the terms and conditions of this master agreement and any statement of services. The precise scope of the services will be specified in the statements of services. You or any of your affiliates can enter into statements of services under this master agreement with our local affiliate. Our ability to deliver the services depends upon your full and timely cooperation, as well as the accuracy and completeness of any information you provide. This master agreement does not obligate either party or its affiliates to enter into any statements of services. Except as otherwise provided herein, each statement of services will specify your rights in service deliverables and fixes delivered under it. Your right to use fixes is governed by the license agreement for the affected product or, if the fix is not provided for a specific product, any other use terms we provide. All fixes provided under a statement of services are licensed to you. We do not transfer ownership rights in any products (which include any commercial, free, pre-release and beta products) and we reserve all rights not expressly granted. For the purposes of this master agreement and any statement of services, "service deliverable(s)" means any computer code or materials, except fixes or products, we leave to you at the conclusion of our performance of the services; "fixes" means any product related bug fixes, workarounds, patches, beta fixes or beta builds; and "product(s)" means any computer code or materials comprising commercial, free, pre-release or beta products we make available to you for license which are published by us, our affiliates, or a third party. Any products provided pursuant to a statement of services will be licensed according to the terms of the license agreement packaged with or otherwise applicable to such product. You are responsible for paying any licensing fees associated with products. 2. Restrictions on use. You may not: a) Rent, lease, lend or host service deliverables or fixes, except as otherwise provided in a statement of services; b) Reverse engineer, de-compile or disassemble fixes or service deliverables, except to the extent expressly permitted by applicable law despite this limitation; or c) Transfer licenses to, or sublicense fixes or service deliverables to any government entity or quasi governmental entity, except for your affiliates as specifically authorized by a statement of services. You agree to comply with all applicable international and national laws that apply to the products, fixes and service deliverables, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information on exporting Microsoft products, see http://microsoft.comlexporting. 3. Supportability. During the term of a statement of services where we agree to provide product support, we can add support for new products or discontinue support for existing products. If we discontinue support for a product, we will give you six months prior notice. If we sell the intellectual property rights of a product to another company, we will give you notice of the sale and at the time of such notice will either (i) arrange for the other company to continue the support; or (Ii) continue support ourselves for 90 days to give you time to make alternative arrangements. SLG Microsoft Master Services Agreement v6.0 (U.S.) 5.1.02 Terms and Conditions (confidential information) Master Agreement page 2 of 7 There may be cases where your implementation of our products cannot be effectively supported. As part of providing the support services, we will notify you if we reach that conclusion. If you do not modify the implementation to make it effectively supportable within 30 days after the notice, we will not be obligated to provide additional support services for that implementation, however we will continue to provide support for your other supportable implementations covered by the statement of services. 4. For statements of services for product support, we will use commercially reasonable efforts to provide the support services for those products covered in the statement of services, provided they are validly licensed by you. Fees. You agree to pay us (or our designees) the fees described in each statement of service~. The fees do not include fees for products. Unless otherwise stated in a statement of services, (i) youlagree to pay within 30 calendar days of the date of our invoice and (ii) we will not change our hourl~ rates identified in a statement of services during its term, but we may adjust our hourly rates prior to entering any new statement of services. Our fees exclude any taxes, duties,. tariffs, levies or other governmental charges or expenses (including, without limitation, any value added taxes), which will be billed to and paid by you, if applicable. We are responsible for taxes based upon our personal property ownership and net income. We will assess a finance charge of the lesser of 1.5% per month or the highest amount allowed by law on all past due amounts. We wilt have no obligation to continue to provide services if you fail to make timely payment. Confidentiality. Subject to the requirements of your public records and trade secret laws (if any): 5. a. Confidential information. Confidential information means information marked or otherwise identified In writing by a party as proprietary or confidential or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary or confidential. It includes, but Is not limited to, non-public information regarding either party's products, features, and marketing and promotions. Confidential information does not include Information which: (i) the recipient developed independentiy; (il) the recipient knew before receiving it from the other party; or (iii) is or subsequently becomes publicly available or is received from another source, in both cases other than by a breach of an obligation of confidentiality under this master agreement b. Use of confidential infonnation. Except as expressly provided for in this section 5, for a period of five years after initial disclosure, neither party will use the other's confidential information without the other's written consent except in furtherance of this business relationship or disclose the other's confidential information except (i) to obtain advice from legal or financial consultants, or (ii) if compelled by law, in which case the party compelled to make the disclosure will use its best efforts to give the other party notice of the requirement so that the disclosure can be contested. You and we will take reasonable precautions to safeguard each other's confidential information. Such precautions will be at least as great as those each party takes to protect its own confidential information. Each party may disclose the other's confidential information to its employees or contractors only on a need-to-know basis, provided that such employees or contractors are subject to confidentiality obligations no less restrictive than those contained herein. When confidential information is no longer necessary to perform any obligation under any statement of services, the receiving party will at the other's request either retum it or destroy it. c. Retained rights. Each party is free to develop their respective products independently without the use of the other's confidential information. Neither you nor we are obligated to restrict the future work assignments of people who have hat:! access to confidential information. In addition, you, we and these people are free to use the information that these people retain in their unaided memories related to information technology, including ideas, concepts, know-how or techniques, so long as such use does not disclose confidential information of the other party in violation of this section 5. This use will not grant either party SLG Microsoft Master Services Agreement va.O (U.S.) 5,1.02 Terms and Conditions (confidential information) Master Agreement page 3 of 7 any rights under the other's copyrights or patents and does not require payment of royalties or separate license. Either party may provide suggestions, comments or other feedback to the other with respect to the other's confidential information. Feedback is voluntary and the party receiving feedback is not required to hold it in confidence. The party receiving feedback will not disclose the source of feedback without the providing party's consent. Feedback may be used for any purpose without obligation of any kind. d. Cooperation in the event of disclosure. Each party will immediately notify the other upon discovery of any unauthorized use or disclosure of the other party's confidential information and will cooperate in any reasonable way to help the other regain possession of the confidential information and prevent further unauthorized use or disclosure. e. Knowledge base. We may use any technical information we derive from providing services related to our products for problem resolution, troubleshooting, product functionality enhancements and fixes, for our knowledge base. We agree not to identify you or disclose any of your confidential information in any item in the knowledge base. 6. Warranties. We warrant that all services will be performed in a good workmanlike manner. 7. No other warranties. EXCEPT FOR THE EXPRESS WARRANTY PROVIDED IN SECTION 6 (WARRANTIES), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM AND EXCLUDE ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF TITLE, NON-INFRINGEMENT, SATISFACTORY CONDITION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY SERVICES, SERVICE DELlVERABLES, FIXES, PRODUCTS, OR ANY OTHER MATERIALS OR INFORMATION. WE WILL NOT BE LIABLE FOR ANY THIRD PARTY SERVICES OR PRODUCTS UNLESS SUCH THIRD PARTY SERVICES OR PRODUCTS ARE EXPRESSLY PROVIDED UNDER A STATEMENT OF SERVICES, AND THEN ONLY TO THE EXTENT EXPRESSLY PROVIDED IN THIS MASTER AGREEMENT. 8. Defense of infringement claim. We will defend you against any claim by an unaffiliated third party that any service deliverable infringes its copyright, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent), subject to section 9(a) (Limitation). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance in defending the claim, and we will reimburse you for reasonable out of pocket expenses that you incur in providing that assistance. Our obligations will not apply to the extent that any claim or adverse final judgment is based on (i) specifications, code, or materials you provide; (ii) your use of service deliverables after we notify you to discontinue use due to such a claim; (iii) your combining service deliverables with a non-Microsoft product, data or business process; (iv) use of, or access to, service deliverables by any person or entity other than you or your affiliates as permitted by the applicable statement of services; or (v) an alteration of service deliverables by someone other than us or our contractors. You will be responsible for any costs or damages that result from these actions. If we receive information conceming a copyright infringement claim related to a service deliverable, we may, at our expense and without obligation to do so, either (i) procure for you the right to continue to use the allegedly infringing service deliverable as permitted by the applicable statement of services, or (ii) modify the service deliverable to make it non-infringing or (Hi) replace it with a non-infringing functional equivalent, in which case you will stop using the allegedly infringing service deliverable immediately. If however, as a result of a copyright infringement claim, your use of a service deliverable as provided for under the applicable statement of services is enjoined by a court of competent jurisdiction, we will use commercially reasonable efforts to either procure the right to continue its use, modify it to make it non-infringing, or replace it with a non-infringing functional equivalent. SLG Microsoft Master Services Agreement v6.0 (U,S.) 5.1.02 Terms and Conditions (confidential Information) Master Agreement page 4 of 7 If any other type of third party claim is brought against you regarding our intellectual property, you must notify us promptly in writing. We may, at our option, choose to treat these claims as being covered by this section 8. 9. Umitations of liability. a. Umitation. There may be situations in which you have a right to claim damages or payment Except as otherwise specifically provided in this paragraph, whatever the legal basis for your claims, our total liability (and that of our contractors) will be Iimited,to the maximum extent permitted by applicable law, to direct damages up to the amount you have paid unjer the applicable statement of services, in the aggregate, for the services giving rise to the laims. In the case of our responsibilities with respect to third party copyright infringement clai s, our obligation to defend such claims will not be subject to the preceding limitation, but our obligation to pay damages resulting from any final adjudication (or settlement to which we consent) will be. In the event services or any service deliverables are provided to you on a gratuitous or no-charge basis, Qur total liability to you will not exceed US$5000, or its equivalent in local currency. b. Exclusion of liability for damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS MASTER AGREEMENT, NEITHER PARTY NOR THEIR CONTRACTORS WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION, DAMAGES FOR BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION), SPECIAL, OR INCIDENTAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS OR REVENUES ARISING IN CONNECTION WITH THIS MASTER . AGREEMENT, ANY STATEMENT OF SERVICES, SERVICES, SERVICE DELIVERABLES, FIXES, PRODUCTS, OR ANY OTHER MATERIALS OR INFORMATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF. SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. c. Application. The limitations and exclusions of liability for damages in this section 9 apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory. The limitations and exclusions of liability for damages in this section 9 do not apply to a party's violations of section 5 (Confidentiality) or a party's violation of the other party's intellectual property rights. 10. Term and termination. This master agreement will remain in effect until terminated. The term of any statement of services will be set forth in the statement of services. The parties Signing the cover page of this ma~er agreement may terminate it for convenience by giving the other party 30 calendar days prior written notice. In addition, unless otherwise provided in a statement of services, your affiliate that signed the statement of services may terminate it for any reason by giving our affiliate that signed the statement of services 30 calendar days prior written notice. Either party signing the cover page may terminate this master agreement if the other party is (i) in material breach or default of any obligation that is not cured within 30 calendar days notice of such breach or (Ii) fails to pay any invoice that is more than 60 calendar days outstanding. Either party signing a statement of services may terminate it if the other party is (i) in material breach or default of any obligation that is not cured within 30 calendar days notice of such breach or (ii) fails to pay any invoice that is more than 60 calendar days outstanding. You agree to pay all fees for services performed and expenses incurred prior to termination and any additional amounts that may be specified in a statement of services. The sole effect of terminating this master agreement will be to terminate the ability of either party to enter into subsequent statements of services that incorporate the terms of this master agreement Termination of this master agreement will not, by itself, result in the termination of any statements of services previously entered into (or extensions of the same) that incorporate the terms of this master agreement, and the terms of this master agreement will continue in effect for purposes of such statements of services unless and until the statement of services itself Is terminated or expires. To the extent necessary to implement the termination provisions of this master agreement or any statement of SLG Microsoft Master Services Agreement vB.O (US.) 5,1.02 Terms and Conditions (confidential information) Master Agreement page 5 of 7 . . . . services, each of the parties waives any right it has, or obligation that the other party may have, now or in the future under any applicable law or regulation, to request or obtain the approval, order, decision or judgment of any court to terminate this master agreement or any statement of services. 11. Notices. All notices, authorizations, and requests given or made in connection with this master agreement must be sent by post, express courier, or facsimile to the addresses indicated on the cover page of this master agreement or such other addresses as may be provided in a statement of services. Notices will be deemed delivered on the date shown on the postal return receipt or on the courier, or facsimile confirmation of delivery. 12. Insurance. At all times when we will be performing services on your premises pursuant to this master agreement, we will procure and maintain the following coverages via either commercial insurance, self-insurance, a combination of the two or any other similar risk financing alternative: a) Commercial General Liability covering bodily injury and tangible property damage liability with a limit of not less than U.S. $1,000,000 each occurrence; b) Workers' Compensation (or maintenance of a legally permitted and governmentally-approved program of self-insurance) covering Microsoft employees pursuant to applicable state workers' compensation laws for work-related injuries suffered by our employees; c) Employer's Liability with limits of not less than U.S. $1,000,000 per accident; and d) Communications Liability Errors & Omissions Liability covering damages arising out of negligent acts, errors, or omissions committed by us or our employees in the performance of this master agreement, with a limit of liability of not less than U.S. $2,000,000 per claim. We will provide you with evidence of coverage on request. 13. Miscellaneous. a. Right to subcontract and assignment Neither party may assign this master agreement or any statement of services without the written consent of the other. We may use contractors to perform services, in which case we will be responsible for the performance of our contractors. "Contractor(s)" means any third party supplier or other provider of computer teChnology or related services. b. Independent contractor. We provide our services as an independent contractor, and will be responsible for any and all social security, unemployment, workers' compensation and other withholding taxes owed by us for all of our employees. c. Applicable law; dispute resolution. This master agreement together with the applicable statement of services will be governed by the laws of your state, without giving effect to its conflict of law provisions. This choice of jurisdiction does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. Disputes relating to this agreement will be subject to applicable mandatory dispute resolution statutes and regulations of your state. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this master agreement or any statements of services. d. Entire agreement This master agreement and the statements of services constitute the parties' entire agreement concerning the subject matter hereof, and supersede any other prior and contemporaneous communications. Any terms and conditions maintained by you or your affiliates or contained in any purchase order, other than those mandatory terms required by law, will not apply. The parties signing the cover page of this master agreement may amend this master agreement only in a writing signed by both of them. The parties signing a statement of services may amend the statement of services only in a writing signed by both of them. In the event the terms of this master agreement conflict or are otherwise inconsistent with the terms of any statement of services, the terms of this master agreement will control. SLG Microsoft Master Services Agreement va.O (U.S.) 5.1.02 Terms and Conditions (confidential information) Master Agreement page 6 of 7 , . . . e. Survival. The sections regarding restrictions on use, fees, confidentiality, no other warranties, defense of infringement claims, limitations of liability, term and termination, notices, and miscellaneous of this master agreement. and any provision regarding ownership and license in a statement of services, will survive any termination or expiration of this master agreement or any statement of services. Additionally, as provided in section 10 (Term and termination) above, if this master agreement is terminated all its terms shall survive termination for purposes of any remaining statement of services in existence at the time this master agreement is terminated. f. Severability. If a court holds any provision of thIs master agreement or a statement of services to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties will amend the master agreement or statement of services to . give effect to the stricken clause to the maximum extent possible. g. Waiver. No waiver of any breach of this master agreement or statement of services will be a waiver of any other breach, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party. h. Force majeure. Apart from the payment of any amounts due (except due to non- appropriation of funds), neither party shall be liable for performance delays or for non-performance due to causes beyond its reasonable control. i. Cost or pricing data. We will not, under any circumstances, accept any ,statement of services that Would require the submission of cost or pricing data. SLG Microsoft Master Services Agreement v6.0 (US) 5.1.02 Terms and Conditions (confidential information) Master Agreement page 7 of 7