No preview available
HomeMy WebLinkAboutC15-223 Microsoft Server and Cloud EnrollmentProgram Signature Form MBA /MBSA number Agreement number 01E73376 000- frmulkey -s -207 Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read' and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Name of Entity (mus Signature* Printed First and Last Printed Title UV Signature Date*� Tax ID * indicates required field gal,tj�ry�ttne)* Eagle County, CO 4e* U7aJf K4l - ProgramSign Form (M SSign) (NA, LatAm) ExBRA, M LI (ENG) (Aug2014) Page 1 of 2 Optional 2nd Customer signature or Outsourcer signature (if applicable) Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* * indicates required field Outsourcer Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title * indicates required field If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Corporation Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511 -1137 USA ProgramSignForm( MSSign)( NA ,LatAm)ExBRA,MLI(ENG)(Aug2014) Page 2 of 2 Microsoft Server and Cloud Enrollment Server and Cloud Enrollment number Microsoft to complete Previous Enrollment number Reseller to complete State and Local This Enrollment must be attached to a signature form to be valid* This Microsoft Server and Cloud Enrollment is entered into between the entities identified on the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or Customer's Affiliate, that entered into the Enterprise Agreement identified on the 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) any supplemental contact information form or Previous Agreement/Enrollment form that may be required, (5) the Online Services Supplemental Terms and Conditions if the Agreement is a version 2010 or earlier and Enrolled Affiliate is ordering Online Services, and (6) any order submitted': under. this Enrollment. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement. If this Enrollment is entered: into under an Enterprise Agreement version 2009 or earlier, the terms and conditions of this Enrollment supersede any conflicting terms and conditions in the Enterprise Agreement with respect to Products_ licensed under this Enrollment. 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. 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 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. If the Enrollment is renewed, the renewal term will expire on the last day of the month, 36 full calendar months after the effective date of the renewal term. Any reference in this Enrollment to "dad" will be a calendar day. Prior Enrollment(s). If renewing Software Assurance or Subscription Licenses from another Enrollment or agreement, the previous Enrollment or agreement number must be identified in the appropriate box above. If renewing from multiple Enrollments or agreements, or transferring Software Assurance or MSDN details, the Previous Agreement/Enrollment form must be used. Terms and Conditions 1. Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions also apply: "Additional Product" means any Product identified as such in the Product List, excluding any Server and Tools Product or Windows Azure Services, and chosen by Enrolled Affiliate under this Enrollment. "Baseline Agreements" means all Microsoft license agreements, including, without limitation, volume licensing agreements, OEM licenses and retail licenses, under which any Affiliate in the Enterprise uses the selected Server and Tools Products. Baseline Agreements do not include license agreements under which the Enterprise has the right to allow unaffiliated third parties to access and use Server and Tools Products. SCE2013EnrGov (US)SLG(ENG)(Nov2013) Page 1 of 10 Document X20 -12422 "Baseline Licenses" means Existing Baseline Licenses and New Baseline Licenses, collectively. "Existing Baseline Licenses" means all Licenses in use by any Affiliate in the Enterprise for the selected Server and Tools Products that were obtained under any Baseline Agreement before this Enrollment. "Expiration Date" means the date upon which the Enrollment expires. "L &SA" means a License and Software Assurance. "New Baseline Licenses" means the quantity of Licenses for Server and Tools Products ordered under this Enrollment in excess of the Existing Baseline Licenses. "Product Family" or "Family" means the group of Products designated as a Product Family on the Product Selection Form. "Product Selection Form" means the document provided by Microsoft that (1) identifies all Baseline Licenses, (2) defines the Product Families, (3) establishes the Enrolled Affiliate's price levels for each Product pool and (4) specifies the minimum quantity of Licenses that must be ordered to qualify for this Enrollment. "Server and Tools Product" means any Product identified as such in the Product Selection Form and chosen by Enrolled Affiliate to be included under this Enrollment. "Subscription License" means, for purposes of this Enrollment, a fixed -term license that expires when the Enrollment expires or is terminated, unless the buyout option is exercised, even if otherwise designated on an invoice or purchase order. All Licenses for Online, Services are Subscription Licenses. Some software Products may also be ordered on a subscription basis. "Windows Azure Services" means one or more of available to Enrolled Affiliate under this__! at htt : www.windowsazure,'to n -us home/ (which is governed by s #'J"arat`ferrns „). 2. Putpose. This Enrollment enables Enrolled Affiliate toil Services for its Enterprise. Enrolled Affiliate i entitled "Enrolled Affiliate's Enterprise.” res made identified irketplace ,.ehs&,Sei r And466i1s_:Products and Windows Azure ,ill d_esi nate- the scopes of']ts Enterprise in the section 3. Product Use, Rights and Service Level Agreement, Enrolled Affiliate and its Enterprise may download, install and use software Products and access and use Online Services ordered under this °Enrollment subject to the terms of this Enrollment, the applicable Product Use Rights and the Product List. In addition to applicable use rights terms of the Enterprise Agreement, the following terms apply to this Enrollment: a. Product Use Rights for Server and Tools Products. For Server and Tools 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. b. Service Level Agreements for Windows Azure Services. Microsoft will provide the Windows Azure Services to Enrolled Affiliate in accordance with the Service Level Agreements located at http: / /www.microsoft.com /windowsazure /sla/ or at a successor site that Microsoft identifies. The terms of the Service Level Agreements current at the start of the applicable initial or renewal term of the Enrollment will be fixed for the duration of that term, except as applied to any new features that Microsoft may add during this time. SCE2013EnrGov (US)SLG(ENG)(Nov2013) Page 2 of 10 Document X20 -12422 4. Order requirements. a. Minimum order requirements. Enrolled Affiliate must order either Server and Tools Products or Windows Azure Services (or both) under this Enrollment as provided below: (i) Server and Tools Products. 1) Commitment. Enrolled Affiliate must order and maintain, throughout the initial and any renewal term of this Enrollment, both of the following: A. Software Assurance for all perpetual Existing Baseline Licenses that have been continuously covered by Software Assurance; and B. L &SA or Subscription Licenses covering all other Baseline Licenses. 2) Existing Baseline Licenses. When ordering Server and Tools Products, Enrolled Affiliate must identify all Existing Baseline Licenses for at least one Server and Tools Product Family. Perpetual Licenses owned by Enterprise but not identified as Existing Baseline Licenses in the selected Product Family (or Families) at the start of this Enrollment may not be used during this Enrollment term. 3) Initial Order. Enrolled Affiliate's initial order must meet the minimum quantity requirements for at least one Product Family. The initial order must also include the following: A. Software Assurance on all perpetual Existing',-Baseline Licenses that have been continuously covered under Software-Assurance; 4) B. L &SA or Subscription License'for each Ex been ntinuously covers, under Soft c ttrey Software Assurance under an �t were not current on Software Assurar Enrollment); and C. L &SA or Subscription Licenses, for all Effect of Subscription License.coVicer Enrolled Affiliate orders Subscrip'>ion Lreb the following provisions will,` apply notwithstanding any provisions to the con A. The use rights for those Existing,Ba replaced by the use < rights for the Sut that has not iding those ion Platform date of that )) ale o Existing Baseline Licenses. If nsesfor any Existing Baseline Licenses, for the duration of this Enrollment, trary in the Baseline Agreements: will be superseded and Is B. The Existing Baseline Licenses shall be non- transferrable. C. The Enrolled Affiliate and its Affiliates must continue to perform any obligations under their Baseline Agreement(s), including but not limited to making payments for any of the Existing Baseline Licenses. D. When this Enrollment expires or is terminated, the Enrolled Affiliate or its Affiliates, as applicable, will have the rights under the Baseline Agreement(s) that it had as of the effective date of this Enrollment, unless it exercises its buy -out option as provided in this Enrollment. (ii) Windows Azure Services. 1) Monetary Commitment. Enrolled Affiliate's initial order for Windows Azure Services must include a "Monetary Commitment," as further described in the Product List. b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products and Services. c. Country of Usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any subsequent orders. d. Adding Products. SCE2013EnrGov (US)SLG(ENG)(Nov2013) Page 3 of 10 Document X20 -12422 (i) Adding new Products not previously ordered. 1) New Server and Tools Products not included in a previously ordered Product Family may be added by entering into a new Enrollment or on renewal. 2) New Server and Tools Products included in a previously ordered Product Family may be added at any time but must be included in the next annual true -up order. 3) Orders for new Additional Products, other than Online Services, must be placed in the month the Additional Product is first used. 4) Subscription Licenses for new Online Services other than Windows Azure Services must be ordered prior to use. 5) Windows Azure Services may be added as provided in the Product List. (ii) Adding Licenses for previously ordered Products. 1) Additional Licenses for previously ordered Products may be added at any time but must be included in the next annual true -up order. 2) Additional Subscription 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 List or (2) included as part of other Licenses. e. Annual order. Enrolled Affiliate must submit an annual order or update statement that accounts for any changes since the initial order or last order.- (i) Annual order period. A true -up order or Microsoft between 60 and 30 days prior tc third -year true -up order or update,,statem( Expiration Dater Enrolled Affiliate' nay sub for increa trt roduct usage, but'an annue still be s6 m tted during the annual order per (ii) True =up `order. Enrolled Affiliate must Bete used since the latter ofthe initial order, the Is anniversary and submit a',-true-up order Subscription Licenses for Pro ducts'other.thaa indicate the initial use date(s) for each additi (iii) Update statement. An update statem ' change in the number of Products used latter of the initial order, the last true -up date. This update 'statement must be representative. (iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses only on the Enrollment anniversary date and only as long as the minimum order requirements are maintained (as provided in the section entitled "Minimum order requirements "). Subscription Licenses added after the initial order may not be reduced on the anniversary date immediately following the order but must remain in effect at least until the subsequent anniversary date. Invoices will be adjusted to reflect any reductions in Subscription Licenses and will be effective as of the Enrollment anniversary date. be received by ;ary date. The Y „prior to the Of to account statement must im nurribeQpf P „,fdducts )r the, Enrgllment's prior )r any, increase. For , the true -up order must License ordered. ent must be submitted to show there is no within Enrolled Affiliate's Enterprise since the order, or the prior Enrollment anniversary signed by Enrolled Affiliate's authorized (v) Late true -up order. If the annual true -up order is not received when due: 1) Microsoft will invoice Enrolled Affiliate's Reseller for the following year for the quantity of Subscription Licenses ordered in the prior year; however, such invoice will not constitute a waiver of the annual order requirement; and 2) Subscription License reductions will not take effect until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). f. 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: SCE2013EnrGov (US)SLG(ENG)(Nov2013) Page 4 of 10 Document X20 -12422 (i) For step -up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up order 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. g. 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, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. h. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Agreement. a. USA and Software Assurance. For the: initial td any r.,ewal5 order for L &SA and Software Assurance, Enrolled Affiliate rfrey pay upfront ar elect to:,:spfead its payments over the applicable Enrollment term.'.., if spread payments are elected, Microsoft will invoice Enrolled Affiliate's Reseller in',Hftred'Oqual annual .installments unless indicated otherwise.. The first installment will be invoiced to Enrolled Affiliate's Reseller upon Microsoft's acceptance of this Enrollment and additional installments will be invoiced on each Enrollment anniversary date. Subsequent orders, "ill be '`invoiced to Enrolled Affiliate's Reseller upon acceptance of the order and must be paid upfront. b. Subscription Licenses (except Windows Azure Services). Microsoft will invoice Enrolled Affiliate's Reseller annually in full upon acceptance of each order. Microsoft will invoice Reseller for annual orders on each Enrollment anniversary date. c. Windows Azure services. The standard payment options for Windows Azure Services are described in the Product List. 7. 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. b. End of term rights for Server and Tools Products. Provided Enrolled Affiliate has paid for all required Licenses, including any Baseline Licenses, on the Expiration Date Enrolled Affiliate will have the following rights: (i) Existing Baseline Licenses with continuous Software Assurance. For perpetual Existing Baseline Licenses continuously covered by Software Assurance, Enrolled Affiliate will have perpetual Licenses to use the latest version of the Server and Tools Product available (or any prior version) as of the Expiration Date, provided that the Existing Baseline Licenses are fully paid. SCE2013EnrGov (US)SLG(ENG)(Nov2013) Page 5 of 10 Document X20 -12422 (ii) Existing Baseline Licenses without continuous Software Assurance. For perpetual Existing Baseline Licenses not continuously covered by Software Assurance (including those covered by Software Assurance under an Enrollment for Application Platform that were not current on Software Assurance prior to the effective date of that Enrollment), Enrolled Affiliate will have perpetual Licenses to use the version of the Product that its Existing Baseline License entitled it to use at the effective date of this Enrollment, unless the Enrolled Affiliate exercises one of the end of term options described below. (iii) New Baseline Licenses. For New Baseline Licenses (excluding Subscription Licenses), Enrolled Affiliate will have perpetual Licenses to use the latest version of the Product available (or any prior version) as of the Expiration Date. c. Renewal. Enrolled Affiliate can renew Subscription Licenses and Software Assurance by renewing the Enrollment for one additional 36 full calendar month term or by signing a new Enrollment. Microsoft must receive a Product Selection Form and renewal order by the Expiration Date. The renewal term will start on the day following the Expiration Date. Microsoft may make changes to this program that will make it necessary for Enrolled Affiliate to enter into new agreements and Enrollments at renewal. d. If Enrolled Affiliate elects not to renew. (i) 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 °L &SA.; (ii) Extended Term for eligible Online Services, inctudirtg- Wfndows Azure Services. For Online Services identified as eligible for ana Exten€ � in the Product List, the following options are available at the end of°�the Enrof{ett initial or renewal term. 1) Extopdod*rm. If Enrolled Affiliate does not renew, Subsc-ri�tion Licenses for Qrq! e Services``will automatically continue month -to- month fdimm,to one year in accordance with the terms of the Enrollment ( "Extended Terrnr). During the Extended Term, Online Services will be invoiced' onthly (quarterly for Windows Azure Services) at the then- current public d pr)eor Consumption Rate for Windows Azure' Services)Jor- ;Enrolled Affiliate price level as of the Expiration Date plus a 3% administrate te; fee.' It Enrolled Affiliate does not want an Extended Term, Microsoft musf''eceive a request not to extend no later than 30 days before the Expiration Date. 2) Cancellation during Extended Term. If Enrolled Affiliate does not intend to continue with the Extended Term, Enrolled' Affiliate must submit a notice of cancellation for each Online Service. Cancellation will be effective at the end of the month following 30 days after Microsoft has received the notice. (iii) Subscription Licenses and Online Services without an Extended Term. If Enrolled Affiliate elects not to renew or exercise its buy -out rights for Products eligible for buy -out, Subscription Licenses will be cancelled and will terminate as of the Expiration Date. Any associated software must be uninstalled, media must be destroyed and the Enterprise must .discontinue use. Microsoft may request written certification to verify compliance. e. Buy -out option. (i) For Subscription Licenses. Enrolled Affiliate may buy out active Subscription Licenses acquired under this Enrollment for Products other than Online Services and acquire perpetual Licenses for the latest version of the Product as of the Expiration Date by placing an order for such Licenses. (ii) Buy -out order date. Microsoft must receive the buy -out order no more than 30 days prior to the Expiration Date. The Expiration Date will be the invoice date for the buy- out order. Customer Data. Upon expiration or termination of a subscription for Online Services, Microsoft will keep the Enterprise's Customer Data in a limited function account for 90 days so that Enrolled Affiliate may extract it using Microsoft's standard processes and SCE2013EnrGov (US)SLG(ENG)(Nov2013) Page 6 of 10 Document X20 -12422 tools. To the extent allowed by applicable law, Enrolled Affiliate will reimburse Microsoft if there are any associated costs. After 90 days Microsoft will disable Enrolled Affiliate's account and will delete its Customer Data. Enrolled Affiliate agrees that, other than as described above, Microsoft has no obligation to continue to hold, export or return Enrolled Affiliate's Customer Data and that Microsoft has no liability whatsoever for deletion of Enrolled Affiliate's Customer Data pursuant to these terms. g. Termination for cause. Any termination for cause of this Enrollment will be subject to the "Termination for cause" Section of the Agreement. In addition, the following will constitute a breach of this Enrollment: (1) Enrolled Affiliate or any Affiliate in the Enterprise fails to timely pay for any Existing Baseline License or (2) any Existing Baseline Agreement is terminated for cause prior to full payment. h. Early termination. If Enrolled Affiliate terminates this Enrollment as a result of a breach by Microsoft, or if Microsoft terminates this Enrollment because Enrolled Affiliate has ceased to be Customer's Affiliate, then Enrolled Affiliate will have the following options for Licenses, excluding Subscription Licenses: (i) It may immediately pay the total remaining amount due, including all installments, in which case, Enrolled Affiliate will have perpetual rights (1) for Server and Tools Products, as described in the section entitled "End of Term rights for Server and Tools Products" and (2) for Additional Products, for all Licenses (excluding Subscription Licenses) it has ordered (for the latest version of Products ordered under Software Assurance coverage in an initial or.renewal term); or (ii) It may pay only amounts due as of the termination date,, in which case Enrolled Affiliate will have perpetual Licenses (for the latest versibifof Products ordered under Software Assurance coverage in an initial or renewal tee ; ), for (1) < all copies of Products for which payment has been made in fjatl an 4,, '(�raportional number of tix copies of Pr�Gts it has ordered for which payment has b n mkde i. Early teaxntnatt" n for Subscription Licenses tn g c ntrary ic t sa in any of the documents that collectively constitute ;Enterprise Agroerttet' if an Enrolled Affiliate terminates its; E'rtrollment;.as a r Ult of afire °ach by M'ierosoft, or if Microsoft terminates this Enra�enf bec sa � tl� , �liate, has ceased to be Customer's Affiliate, then Enrolled 4ff(l)ate w have the iloyurng options with respect to Subscription Licenses: (i) Enrolled Affiliate may obtain perpetual Licenses as described in the section entitled "Buy -out option," provided that Microsoft receives the buy -out order for those Licenses within 60 days after Enrolled Affiliate provides -notice of termination. (ii) If not exercising, the buy -out option, Enrolled_ Affiliate will receive a credit for any amount paid in advance that would apply after the date of termination. Early termination for Windows Azure Services. Notwithstanding anything to the contrary in any of the documents that collectively constitute the Enterprise Agreement, if an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates this Enrollment because Enrolled Affiliate has ceased to be Customer's Affiliate, then Microsoft Commitment for Windows Azure Se SCE2013EnrGov (US)SLG(ENG)(Nov2013) Enrollment Details Enrolled Affiliate's Enterprise. a. 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. 0 Enrolled Affiliate only ❑ Enrolled Affiliate and the following Affiliate(s) (Only identify specific Affiliates to be included if fewer than all Affiliates are to be included in the Enterprise): ❑ Enrolled Affiliate's Enterprise will include all new Affiliates acquired or created after the start of this Enrollment ® Enrolled Affiliate's Enterprise will not include all new Affiliates, acquired or created after the start of this Enrollment If no selection is made, or if both boxes are checked, Microsoft will deem the Enterprise to include all future Affiliates. 2. 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 hftps:// www. microsoft .com /licensiny/servicecenter. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The Primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes. Name of entity (must be legal entity name)* Eagle County, CO SCE2013EnrGov (US)SLG(ENG)(Nov2013) Page 8 of 10 Document X20 -12422 Contact name: First* Scott Last* Lingle Contact email address* Scott. Lingle @eaglecounty.us Street address* 500 Broadway City* Eagle State /Province* CO Postal code* 81631 -0850 (For U.S. addresses, please provide the zip + 4, e.g. xxxxx -xxxx) Country* US Phone* 970 - 328 -3581 Tax ID * indicates required field 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 reserve Licenses for eligible Online Services, including adding or reassigning Licenses, stepping -up, and initiating Transitions prior to a true -up order. ❑ Same as primary contact (default if no information is provided below, even if box is not checked) * indicates required field c. Online Services Manager. This contact is authorized to manage the Online Services ordered 'under -the Enrollment. E Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name: first* 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 field d. Reseller information. Reseller's contact for this Enrollment is: Reseller company name* Insight Direct USA, Inc (61548062) Street address (PO boxes will not be accepted)* 6820 S Harl Ave City* Tempe State /Province* AZ Postal code* 85283 Country* US Contact name* Software Contract Support Phone* 866- 466 -8990 Contact email address* contractsupport@insight.com * indicates required field SCE2013EnrGov (US)SLG(ENG)(Nov2013) Page 9 of 10 Document X20 -12422 vvM each ctrl Affiliate or, the F no* Microso t s prior to the date e, If Enrolled Aft Supplemental Adrtanistr for rot (Q Additional N SGE2093F.rn1aw(uS}SLWENG)t1SpY '3I e (£SM) Microsoft lu me Licensi Server and Cloud Enrollment (Indirect) US Government Community Cloud Amendment ID SCE25 Enrollment Number Microsoft to complete rorinitial term 000- frmulkey -S -2Q7 Partner to complete for renewal This amendment ( "Amendment ") is entered into between the parties on the attached program signature form. It amends the Enrollment identified above. All terms used but not defined in this Amendment will have the same meanings provided in the Enrollment. The parties agree that the Enrollment is amended as follows: 1. Section 1 ( "Definitions ") of the Enrollment is hereby amended by adding the following: "Azure Government Services" means one or more of the services or features Microsoft makes available to Enrolled Affiliate under this Enrollment and identified at http://azure.microsoft,com/en- us /regions/ #services, which are Government Community Cloud Services. "Community" means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer's regulatory requirements. Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. "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 List. "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. The Use Rights supersede the terms of any end user license agreement (on- screen or otherwise) that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Use Rights. The Use Rights for Online Services are published in the Online Services Terms. "Volume Licensing Site" means http: / /www.microsoft.com /licensing /contracts or a successor site. 2. Section 2 ( "Purpose ") of the Enrollment is hereby amended and restated as follows: This Enrollment enables Enrolled Affiliate to license Server and Tools Products, Windows Azure Services, and Azure Government Services for its Enterprise, except that Enrolled Affiliate may not license both Windows Azure Services and Azure Government Services under the same Enrollment. SCEEnrAmend(WW)(ENG)(0ct2014) Government Community Cloud B SCE25 Page 1 of 2 Enrolled Affiliate will designate the scope of its Enterprise in the section entitled "Enrolled Affiliate's Enterprise." 3. A new subsection (3) is added to Section 7(g) of the Enrollment ( "Termination for cause ") such that the second sentence of subsection 7(g) now provides as follows: In addition, the following will constitute a breach of this Enrollment: (1) Enrolled Affiliate or any Affiliate in the Enterprise fails to timely pay for any Existing Baseline License or (2) any existing Baseline Agreement is terminated for cause prior to full payment, or (3) Enrolled Affiliate or any Affiliate in the Enterprise fails to meet and maintain the conditions of membership in the definition of Community. 4. The following new Section 8 is hereby added to the Enrollment: 8. 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,tletC CoFtesponding Government Community Cloud Services; exceptas otherwise in; ## noted te` Use Rights and this Amendment. c. Enrolled Affiliate may not deploy or'use Government Community Cloud Services and corresponding non - Government Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services.For Government Community Cloud Services, notwithstanding anything o the contrary in the Use Rights: (i) 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. e. Notwithstanding the Data Processing Terms section of the Online Services Terms, Azure Government Services are not subject to the same control standards and frameworks as the Microsoft Azure Core Services. The Microsoft Azure Trust Center describes the control standards and frameworks with which Azure Government Services comply. Except for changes made by this Amendment, the Enrollment identified above remains unchanged and in full force and effect. If there is a conflict between any provision in this Amendment and any provision in the Enrollment identified above, this Amendment shall control. This Amendment must be attached to a signature form to be valid SCEEnrAmend(WW)(ENG)(0ct2014) Government Community Cloud B SCE25 Page 2 of 2 N N O C I-- U n � v -a 0) m N � m a asi a Ln r >. o PJ C 3 O U L d V ' W U G C d lC O fC O) 0 Microsoft Server and Cloud Enrollment Product Selection Form This OOCUMOt ached a�r6 foft to y val10; Terms used but not defined herein will have the meaning provided in the Enrollment. Price Levels for Server and Tools Products and Additional Products: Agreement or Enrollment Name Agreement or Enrollment Number Server Pool Price Level Applications Pool Price Level Systems Pool Price Level Instructions: Fill out the Product Selection Form (PSF), and the assOatategi Customer Price Sheet (CPS) according to the table below. Licenses w AsSUranc Existing BaselineceseS z Licenses only without contm SU Assurance New Subscription Licenses New Subscription Licenses ' MSU New Licenses with Softwa O Ie *L Pk enses Assurance UcSA, Determining the number of Licenses and SKUs Enter the actual number of licenses in the PSF. Some SKUs (SQL and Biztalk) include more than one license. For such SKUs, divide the number of licenses on the PSF by the number of licenses included in each SKU to determine the quantity of SKUs to enter on the Customer Price Sheet. SCF, ProdSeI Form (WW)ExPRC(ENG)(F02015) Page 1 of 4 Document X20 -12441 SCEProd Sel Fonn(WW) ExPRC(ENG)(Feb2015) Page 2 of 4 Document X20 -12441 Product j I- Baseline Licenses - -- -- - - - -- Existing Baseline Licenses --------------- New Baseline Licenses Product selection Existing Existing New Licenses Licenses New Licenses -- — with without Subscription with Product Product Software Software Licenses Software Family Assurance Assurance Assurance SQL Server Enterprise Per Core SQL Server Business Intelliqence Server SOL Server* SOL Server Standard Per Core SQL Server Standard Server;.., SQL Server CAL � � t SQL Server SQL Ville) k Parallel Data Data I se'Rer Warehouse Crt 01 sk, BizTalk Server• Enterprise Per Core y, BizTalk BizTalk Server Server Standard Per Core . v BizTalk Server Branch Per Core Visual Studio Ultimate with MSDN Visual Studio Premium with MSDN Visual Studio Visual Studio Test Professional with MSDN Visual Studio Team Foundation Server CAL SCEProd Sel Fonn(WW) ExPRC(ENG)(Feb2015) Page 2 of 4 Document X20 -12441 Azure Azure Monetary Commitment CIS Datacenter CIS Standard Windows Server Datacente[ For Azure only SCE, the monetary commitment is tracked on the CPS if applicable Core ft — Infrastructure FD r " 3 Suite #arZnter a Windows Server Standard System Center Standard f y; N/A N/A N/A *S`Q"drver Enterprise Edition Server (non -core) licenses are not required as part of the baseline, ht"bver SA renewal is available as an additional product. If customers choose "not to renew SA, it cannot be attached later. "Quantities of Windows Server and System Center Licenses with continuous Software Assurance can be combined to renew CIS SA as described in the Product List, or added to the CPS using the appropriate L +SA CIS w/o SKU where the quantity of each is different. For example, 100 Windows Server and 100 System Center licenses with Software Assurance can be combined as 100 CIS SA renewals (of the equivalent edition). 100 Windows Server and 50 System Center licenses with Software Assurance can be combined as 50 CIS licenses (of the equivalent edition) and 50 L &SA CIS w/o Windows Server. Quantities of Windows Server and System Center without continuous Software Assurance will be added as full CIS subscriptions. Minimum Purchase Requirements SQL Server The quantity of SQL Per Core licenses needed for 50 cores OR 5 SQL Server editions with 250 CALs (SQL Server editions require CALs SCEProdSeIForm (WW)ExPRC(ENG)(Peb2015) Page 3 of 4 Document X20 -12441 Baseline Licenses Existing Baseline Licenses New Baseline Licenses Product Selection Existing Existing New Licenses Licenses New Licenses with without Subscription with -- - - -- - -- - -- – Product Software Software Licenses Software Family Product Assurance Assurance Assurance Visual Studio MSDN Platforms (Continued) SharePoint Server I SharePoint Server Azure Azure Monetary Commitment CIS Datacenter CIS Standard Windows Server Datacente[ For Azure only SCE, the monetary commitment is tracked on the CPS if applicable Core ft — Infrastructure FD r " 3 Suite #arZnter a Windows Server Standard System Center Standard f y; N/A N/A N/A *S`Q"drver Enterprise Edition Server (non -core) licenses are not required as part of the baseline, ht"bver SA renewal is available as an additional product. If customers choose "not to renew SA, it cannot be attached later. "Quantities of Windows Server and System Center Licenses with continuous Software Assurance can be combined to renew CIS SA as described in the Product List, or added to the CPS using the appropriate L +SA CIS w/o SKU where the quantity of each is different. For example, 100 Windows Server and 100 System Center licenses with Software Assurance can be combined as 100 CIS SA renewals (of the equivalent edition). 100 Windows Server and 50 System Center licenses with Software Assurance can be combined as 50 CIS licenses (of the equivalent edition) and 50 L &SA CIS w/o Windows Server. Quantities of Windows Server and System Center without continuous Software Assurance will be added as full CIS subscriptions. Minimum Purchase Requirements SQL Server The quantity of SQL Per Core licenses needed for 50 cores OR 5 SQL Server editions with 250 CALs (SQL Server editions require CALs SCEProdSeIForm (WW)ExPRC(ENG)(Peb2015) Page 3 of 4 Document X20 -12441 ,� SCEProdSelForm(W W)F.xPRC(ENG)(Feb20l5) Page 4 of 4 Document X20 -12441