CM-12-11-245ROUND ROCK, TEXAS
PURPOSE PASSION. PROSPERITY
Item Caption:
CIA-12--1(—LcIS RECEIVED
NOV 0 8 2012
City Manager Approval Form
Microsoft Enterprise Online Services Agreement
Approval Date: 11-09-12
Department Name: Information Technology Department
Project Manager: Brooks Bennett
Assigned Attorney: Ric Bowden
Item Summary:
This item is a software license agreement with Microsoft through Dell Computer Corp. to add cloud based, online services to our
existing Enterprise Agreement with Microsoft.
Currently, the City of Round Rock pays for on-site servers and storage to run our email system. Through this agreement, we will
begin testing the waters of hosting our email off-site with the goal of moving the entire City to this cloud solution.
Through this cloud agreement, we will be able to offer larger mailboxes per user and not need to maintain extra infrastructure
for our e-mail and spam filtering systems.
No. of Originals Submitted: 4
Project Name: Microsoft Online Services
Cost: $3895.00
Source of Funds: General Self -Financed Construction
Source of Funds (if applicable): Select Source Fund
Account Number:
Finance Director Approval: L. Olsen for C. Delaney
Date: 11-6-12
Department Director Approval: Brooks Bennett Date: 11/05/12
**Electronic signature by the Director is acceptable. Please only submit ONE approval form per item. **
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ITEMS WILL NOT BE PLACED ON THE COUNCIL OR CM AGENDA W/OUT PRIOR FINANCE AND/OR LEGAL APPROVAL
REV. 6/20/11
Program Signature Form
MBA/MBSA number
Agreement number
U1063194
01E61288
Microsoft• I Volume Licensing
SGN-
SGN-000-sdaily-S-
008
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.
For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Government
Partner, Institution, or other party entering into a volume licensing program agreement.
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.
Contract Document
<Choose Agreement>
Number or Code
Document Number or Code
<Choose Agreement>
Document Number or Code
<Choose Agreement>
Document Number or Code
<Choose Agreement>
Document Number or Code
<Choose Agreement>
Document Number or Code
<Choose Enrollment/Registration>
Document Number or Code
<Choose Enrollment/Registration>
Document Number or Code
<Choose Enrollment/Registration>
Document Number or Code
<Choose Enrollment/Registration>
Document Number or Code
<Choose Enrollment/Registration>
Document Number or Code
Amendment
W22 (4634549)
Amendment
GOVM13 (4634549)
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.
0.* 121 (.245
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oct2011)
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Customer
Microsoft Affiliate
Name of Entity (must be legal entity name)*
City of Round Rom
Signature
Printed First and Last Name* StelleiVovwocd
Printed Title* a 1 J Matina eiY
Signature Date* //01.7"
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Microsoft Licensing, GP
Signature
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affiliate countersigns)
Tax ID
Effective Date
(may be different than Microsoft's signature date)
* indicates required field
Optional 2nd Customer signature or Outsourcer signature (if applicable)
Customer
Outsourcer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title*
Signature Date*
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title*
Signature Date*
If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments,
include the appropriate form(s) with this signature form. If no media form is included, no physical media
will be sent.
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 Licensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
Prepared By: Name of Preparer
Email of Preparer
ProgramSignForm(MSSign)(NA, LatAm)ExBRA,MLI(ENG)(Oct2011)
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Microsoft Enterprise Agreement (EA) Enrollment#: 4634549
Quote prepared by: Celeste T. Williams
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Microsoft ( Volume Licensing
Enterprise Enrollment — Product Selection Form — Adding
Enterprise Online Services (Midterm) — State and Local
Amendment ID W22
4634549
SGN-000-sdaily-S-
008
This amendment ("Amendment") is entered into between the parties as of the effective date identified on
the signature form. It amends the Enterprise Enrollment. Except for changes made by this Amendment,
the Enrollment remains unchanged and in full force and effect. This Amendment shall automatically
terminate upon any termination or expiration of the Enrollment.
Terms and Conditions
1. Definitions.
Capitalized terms .used but not defined in this Amendment will have the meanings provided in the
Agreement and Enterprise Enrollment. The following definitions are used in this Amendment:
"Customer Data" means all data, including all text, sound, or image files that are provided to Microsoft by,
or on behalf of, Enrolled Affiliate through Enrolled Affiliate's use of the Online Services.
"Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the
Product List and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are
treated as Online Services, except as noted.
"License" means Enrolled Affiliate's right to use the quantity of a Product ordered. For certain Products, a
License may be available on a subscription basis ("Subscription License"). Licenses for Online Services
will be considered Subscription Licenses under this agreement;
"Online Services" means the Microsoft -hosted services identified in the Online Services section of the
Product. List.
"Product" means all software, Online Services and other web -based services, including pre-release or
beta versions, identified on the Product List.
"Qualified Device" means any personal desktop computer, portable computer, workstation, or similar
device that is used by or for the benefit of Enrolled Affiliate's Enterprise. It does not include: (1) any
computer that is designated as a server and not used as a personal computer, (2) any Industry Device,
(3) any device running an embedded operating system (e.g., Windows Phone 7) that does not access a
virtual desktop infrastructure, or (4) any device that is not managed and/or controlled either directly or
indirectly by Enrolled Affiliate's Enterprise. Enrolled Affiliate may include as a Qualified Device any
device which would be excluded above (e.g., Industry Device).
"Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a
Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access
License or any Enterprise Online Service. It does not include a person who accesses server software or
an Online Service solely under a License identified in the Qualified User exemptions in the Product List.
"Reserved License" means for an Online Service identified as eligible for true -ups in the Product List, the
License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service
available for activation.
EAEnrAmend(Ind)(NA)(ENG)(Fe b2012)
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"Transition" means the conversion of a License with current Software Assurance to or from a subscription
License. Products eligible for Transition and permitted Transitions are identified in the Enterprise Online
Services Appendix.
"Transition Period" means the time between the Transition and the next Enrollment anniversary date for
which the Transition is reported.
2. Purpose.
This Amendment enables Enrolled Affiliate's Enterprise to obtain, or subscribe to, Licenses for Enterprise
Products, Enterprise Online Services, and Additional Products. Enrolled Affiliate may choose between
on -premise software and Online Services as well as the ability to transition Licenses to Online Services
while maintaining Enterprise -wide coverage. Additionally, Enterprise Online Services may be purchased
without Enterprise -wide coverage.
3. Transitions.
a. Transitions. The following requirements apply to Transitions:
(i) Licenses with active Software Assurance or Subscription Licenses may be Transitioned
at any time if permitted in the Product List. While Enrolled Affiliate may Transition any
time, it will not be able to reduce Licenses or associated Software Assurance prior to the
end of the Transition Period.
(ii) If a Transition is made back to a License that had active Software Assurance as of the
date of Transition, then Software Assurance will need tobe re -ordered for all such
Licenses on a prospective basis following the Transition Period: Software Assurance
coverage may not exceed the quantity of perpetual Licenses for which Software
Assurance was current at the time of any prior Transition. Software Assurance may not
be applied to Licenses transferred by Enrolled Affiliate.
(iii) If a device -based License is Transitioned to a user -based License, all users of the device
must be licensed as part of the Transition.
(iv) If a user -based License is Transitioned to a device -based License, all devices accessed
by the user must be licensed as part of the Transition.
b. Effect of Transition on Licenses. Transition will not affect Enrolled Affiliate's rights in
perpetual Licenses paid in full.
(i) New version rights will be granted for perpetual Licenses covered by Software Assurance
up to the end of the Transition Period.
(ii) For L&SA not paid in full at the end of the Transition Period, Enrolled Affiliate will have
perpetual Licenses for a proportional amount equal to the total of installments paid versus
total amounts due (paid and payable) for the Transitioned Product.
(iii) For L&SA not paid in full or granted a perpetual License in accordance with the above or
Subscription Licenses, all rights to Transitioned Licenses cease at the end of the
Transition Period.
4. Pricing.
a. How to Establish a Price Level. Price levels for Enterprise Product and Enterprise Online
Services will be as follows:
(i) If all Products selected in the pool are licensed by Device, price level is based on the
initial Qualified Desktop count;
EAEnrAmend(Ind)(NA)(ENG)(Feb2012) Adding Enterprise Online Services (Midterm)
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(ii) If all Products selected in the pool are licensed by User, price level is based on the initial
Qualified User count; and
(iii) If Products selected in the pool are licensed by both User and Device, price level is
based on the greater of the Qualified User or Qualified Desktop count in the initial order.
Price levels for Additional Products will be based upon the corresponding price level of
the Enterprise Product and Enterprise Online Services Product pools. If Enrolled Affiliate
does not order an Enterprise Product or Enterprise Online Service from one of the
Product pools, the price level for Additional Products in that pool will be price level "D"
throughout the term of the Enrollment.
b. Setting Prices. Enrolled Affiliate's pricing for each Product will be established by its Reseller.
Microsoft's prices for Resellers for Products identified in the initial order process are fixed
throughout the Enrollment term. Pricing for Additional Products added after the initial order
will be as described in the Enterprise Agreement.
5. Order requirements.
a. Minimum Order Requirements. Enrolled Affiliate's Enterprise must have a minimum of 250
Qualified Users or Qualified Devices.
(i) Initial Order. Initial order must include at least 250 Licenses from one of the four groups
outlined in the Product Selection Form.
(ii) If choosing Enterprise Products. If choosing Enterprise Products in a specific group
outlined in the Product Selection Form, Enrolled Affiliate's initial order must include an
Enterprise -wide selection of one or more Enterprise Products or a mix of Enterprise
Products and corresponding Enterprise Online Services for that group.
(iii) Additional Products. Upon satisfying the minimum order requirements above, Enrolled
Affiliate may order Additional Products.
(iv) Country of Usage. Enrolled Affiliate must specify the countries where Licenses will be
used on its initial order and on any additional orders.
b. Adding Products.
(i) Adding new Products not previously ordered. Enrolled Affiliate may add new
Enterprise Products by entering into a new Enrollment or as part of a renewal. New
Enterprise Online Services may be added by contacting a Reseller. New Additional
Products, other than Online Services, may be used if an order is placed in the month the
Product is first used. For Additional Products that are Online Services, an initial order for
the Online Service is required prior to use.
(ii) Adding Licenses for previously ordered Products. Additional Licenses for previously
ordered Products must be included in the next true -up order. Enrolled Affiliate must Licenses for
Online Services 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.g., Enterprise CAL).
c. True -up orders. Enrolled Affiliate must submit an annual true -up order that accounts for
changes since the initial order or last true -up order, including: (1) any increase in Licenses,
including any increase in Qualified Devices or Qualified Users and Reserved Licenses; (2)
Transitions (if permitted); or (3) Subscription License quantity reductions (if permitted).
Microsoft, at its discretion and as permitted by applicable law, may validate the customer
true -up data submitted through a formal product deployment assessment, using an approved
Software Asset Management ('SAM') Partner.
The true -up order must be received by Microsoft between 60 and 30 days prior to the
Enrollment anniversary date. The third -year anniversary true -up order is due within 30 days
EAEnrAmend(Ind)(NA)(ENG)(Feb2012)
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prior to the Expiration Date. Enrolled Affiliate may true -up more often than at each
Enrollment anniversary date except for Subscription License reductions.
(i) Enterprise Products. Enrolled Affiliate must determine the current number of Qualified
Devices and Qualified Users (if ordering user -based Licenses) and order the License
difference (if any), including any Enterprise Online Services.
(ii) Additional Products. For Products which have been previously ordered, Enrolled
Affiliate must determine the Additional Products used and order the License difference (if
any).
(iii) Online Services. For Online Services identified as eligible for true -up orders in the
Product List, Enrolled Affiliate must first reserve the additional Licenses prior to use.
Microsoft will provide a report of Reserved Licenses in excess of existing orders to
Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retroactively for the
prior year based upon the month in which they were reserved.
(iv) Late true -up order. If the true -up order is not received when due:
1) Microsoft will invoice Reseller for all Reserved Licenses not previously ordered.
2) Transitions and Subscription License reductions cannot be reported until the
following Enrollment anniversary date (or at Enrollment renewal, as applicable).
(v) Transitions. Enrolled Affiliate must report all Transitions. Transitions may result in an
increase in Licenses to be included on the true -up order and a reduction of Licenses for
prior orders. Reductions in Licenses will be effective at end of the Transition Period.
Associated invoices will also reflect this change.
(vi) Subscription License Reductions. Enrolled Affiliate may reduce the quantity of
Subscription Licenses on a prospective basis if permitted in the Product List as follows:
1) For Subscription Licenses part of an Enterprise -wide commitment, Licenses may be
reduced if the total quantity of Licenses and Software Assurance for an applicable
group meets or exceeds the quantity of Qualified Devices identified on the Product
Selection Form. Step-up Licenses do not count towards this total count.
2) For Enterprise Online Services not a part of an Enterprise -wide commitment,
Licenses can be reduced as long as the initial order minimum requirements are
maintained.
3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may
reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's
use of the applicable Subscription License will be cancelled.
Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up
order Enrollment anniversary date and effective as of such date.
(vii)Update statement. An update statement must be submitted instead of a true -up order if,
as of the initial order or last true -up order, Enrolled Affiliate's Enterprise has not: (1)
changed the number of Qualified Devices and Qualified Users licensed with Enterprise
Products or Enterprise Online Services; and (2) increased its usage of Additional
Products. This update statement must be signed by Enrolled Affiliate's authorized
representative. The update statement must be received by Microsoft between 60 and 30
days prior to the Enrollment anniversary date. The last update statement is due at least
30 days prior to the Expiration Date.
d. 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:
(i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to
the true -up process.
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(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.
(iii) If Enrolled Affiliate has previously ordered an Online Service as an Additional Product
and wants to step-up to an Enterprise Online Service eligible for a Transition, the step-up
may be reported as a Transition.
(iv) If Enrolled Affiliate Transitions a License, it may be able to further step-up the
Transitioned License. If Enrolled Affiliate chooses to step-up and the step-up License is
separately eligible to be Transitioned, such step-up Licenses may result in a License
reduction at the Enrollment anniversary date following the step-up.
6. End of Enrollment term options for Online Services where Enrolled
Affiliate elects not to Renew.
a. Online Services eligible for an Extended Term. For Online Services identified as eligible
for an Extended Term in the Product List, the following options are available at the end of the
Enrollment initial or renewal term.
(i)
Extended Term. Licenses for Online Services will automatically expire in accordance
with the terms of the Enrollment. An extended term feature that allows Online Services to
continue month-to-month ("Extended. Term") is available. During the Extended Term,
Online Services will be invoiced monthly at the then -current published price for Enrolled
Affiliate's price level as of the Expiration Date plus a 3% administrative fee for up to one
year. If Enrolled Affiliate does want an Extended Term they must submit a request to
Microsoft. Microsoft must receive the request not less than 30 days prior to the Expiration
Date.
(ii) Cancellation during Extended Term. If Enrolled Affiliate has opted for the Extended
Term and later determines not to continue with the Extended Term, they 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.
b. Online Services not eligible for an Extended Term. If Online Services are not identified as
eligible for an Extended Term in the Product List, the Licenses will be cancelled and will
terminate as of the Expiration Date. Any associated media must be uninstalled and
destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request
written certification to verify compliance.
c. Customer Data. Upon expiration or termination of a License for Online Services, Enrolled
Affiliate must tell Microsoft whether to:
(i) disable its account and then delete its Customer Data ("Data Deletion"); or
(ii) retain its Customer Data in a limited function account for at least 90 days after expiration
or termination of the License for such Online Service (the "Retention Period") so that
Enrolled Affiliate may extract its Customer Data.
(iii) If Enrolled Affiliate indicates Data Deletion, Enrolled Affiliate will not be able to extract its
Customer Data. If Enrolled Affiliate indicates it wants a Retention Period, Enrolled
Affiliate will be able to extract its Customer Data through Microsoft's standard processes
and tools, and Enrolled Affiliate will reimburse Microsoft if there are any applicable costs
to the extent allowed by applicable law. If Enrolled Affiliate does not indicate either Data
Deletion or a Retention Period, Microsoft will retain Enrolled Affiliate's Customer Data in
accordance with the Retention Period.
(iv) Following the expiration of the Retention Period, Microsoft will disable Enrolled Affiliate's
account and then delete its Customer Data.
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(v) 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. Enrolled Affiliate
agrees Microsoft has no liability whatsoever for deletion of Enrolled Affiliate's Customer
Data pursuant to these terms.
d. Termination for cause. For Subscription Licenses, in the event of a breach by Microsoft,
Microsoft will issue Reseller a credit for any amount paid in advance that would apply after
the date of termination
7. Online Services Supplemental Terms and Conditions
a. Limited Warranty for Online Services.
Microsoft warrants that the Online Services will perform in accordance with the applicable
Service Level Agreement. This limited warranty is for the duration of Enrolled Affiliate's use of
the Online Service, subject to the notice requirements in the applicable Service Level
Agreement.
If Microsoft fails to meet this limited warranty and Enrolled Affiliate notifies Microsoft within
the warranty period, then Microsoft provide the remedies identified in the Service Level
Agreement for the affected Online Service. These are Enrolled Affiliate's only remedies for
breach of the limited warranty, unless other remedies are required to be provided under
applicable law.
This limited warranty is subject to the following limitations:
(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of
law last for one year from the start of the limited warranty;
(ii) the limited warranty does not cover problems caused by accident, abuse or use in a
manner inconsistent with this agreement or the Product Use Rights, or resulting from
events beyond Microsoft's reasonable control;
(iii) the limited warranty does not apply to components of Products that Enrolled Affiliate is
permitted to redistribute;
(iv) the limited warranty does not apply to free, trial, pre-release, or beta products; and
(v) the limited warranty does not apply to problems caused by the failure to meet minimum
system requirements.
OTHER THAN THIS LIMITED WARRANTY, MICROSOFT PROVIDES NO OTHER
EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS. MICROSOFT DISCLAIMS ANY
IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS, INCLUDING
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
SATISFACTORY QUALITY, TITLE OR NON -INFRINGEMENT. THESE DISCLAIMERS
WILL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM.
b. Enrolled Affiliate's agreement to protect.
Enrolled Affiliate will defend Microsoft against any claims made by an unaffiliated third party
that:
(i) any Customer Data or non -Microsoft software Microsoft hosts on Enrolled Affiliate's
behalf infringes the third party's patent, copyright, or trademark or makes intentional
unlawful use of its Trade Secret; or
(ii) arise from Enrolled Affiliate's or its end user's violation of the terms of this agreement.
Enrolled Affiliate must pay the amount of any resulting adverse final judgment (or settlement
to which Enrolled Affiliate consents). This section provides Microsoft's exclusive remedy for
these claims.
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Microsoft must notify Enrolled Affiliate promptly in writing of a claim subject to this section.
Microsoft must (1) give Enrolled Affiliate sole control over the defense or settlement of such
claim; and (2) provide reasonable assistance in defending the claim. Enrolled Affiliate will
reimburse Microsoft for reasonable out of pocket expenses that it incurs in providing
assistance.
c. Limitation on liability.
To the extent permitted by applicable law, the liability of each party, its Affiliates, and its
Contractors arising under this agreement is limited to direct damages up to the amount
Enrolled Affiliate was required to pay for the Online Service giving rise to that liability during
the prior 12 months. In the case of Online Services provided free of charge, or code that
Enrolled Affiliate is authorized to redistribute to third parties without separate payment to
Microsoft, Microsoft's liability is limited to U.S. $5,000. These limitations apply regardless of
whether the liability is based on breach of contract, tort (including negligence), strict liability,
breach of warranties, or any other legal theory. However, these monetary limitations will not
apply to:
(i) Microsoft's obligations under the section of the Master Terms titled "Defense of
infringement, misappropriation, and third party claims" or Enrolled Affiliate's obligations
under the section of these Supplemental Terms titled "Enrolled Affiliate's agreement to
protect";
(ii) liability for damages caused by either party's gross negligence or willful misconduct, or
that of its employees or its agents, and. awarded by a court of final adjudication (provided.
that, in jurisdictions that do not recognize a legal distinction between "gross negligence"
and "negligence," "gross negligence" as used in this subsection shall mean
"recklessness");
(iii) liabilities arising out of any breach by either party of its obligations under the section of
the Master Terms entitled "Confidentiality", except that Microsoft's liability arising out of or
in relation to Customer Data shall in all cases be limited to the amount Enrolled Affiliate
paid for the Online Service giving rise to that liability during the prior 12 months;
(iv) liability for personal injury or death caused by either party's negligence, or that of its
employees or agents, or for fraudulent misrepresentation; and
(v) violation by either party of the other party's intellectual property rights.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS
FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS AFFILIATES OR CONTRACTORS,
WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL
DAMAGES, OR DAMAGES FOR LOST PROFITS, REVENUES, BUSINESS
INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING IN CONNECTION
WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.
HOWEVER, THIS EXCLUSION DOES NOT APPLY TO EITHER PARTY'S LIABILITY TO
THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS (EXCEPT TO
THE EXTENT THAT SUCH VIOLATION RELATES TO CUSTOMER DATA), THE OTHER
PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR MICROSFT'S OBLIGATIONS IN THE
SECTION OF THE MASTER TERMS TITLED "DEFENSE OF INFRINGEMENT,
MISAPPROPRIATION, AND THIRD PARTY CLAIMS" OR ENROLLED AFFILIATE'S
OBLIGATIONS IN THE SECTION OF THESE SUPPLEMENTAL TERMS TITLED
"ENROLLED AFFILIATE'S AGREEMENT TO PROTECT."
d. Open Source License restrictions.
Certain third party license terms require that computer code be generally (1) disclosed in
source code form to third parties; (2) licensed to third parties for the purpose of making
derivative works; or (3) redistributable to third parties at no charge (collectively, "Open Source
License Terms"). Neither party may use, incorporate, modify, distribute, provide access to, or
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combine the computer code of the other with any other computer code or intellectual property
(collectively, "Provide") in a manner that would subject the other's computer code to Open
Source License Terms. Microsoft is not responsible for Enrolled Affiliate's upload, use or
distribution of Enrolled Affiliate's code from the Online Services. Enrolled Affiliate may upload
code to an Online Service and allow third parties access to use or download Enrolled
Affiliate's code on the Online Service, provided that (1) such use is not restricted by a license
agreement or the Product Use Rights and (2) any Open Source License Terms apply solely
to Enrolled Affiliate and their uploaded code, and not to any code or Products provided by
Microsoft. Each party warrants that it will not Provide the other party with, or give third parties
access through the Online Services to, computer code that is governed by Open Source
License Terms, except as described above.
e. Applicability of Supplemental Terms.
These Supplemental Terms apply only to Enrolled Affiliate's purchase and use of Online
Services. Services (e.g., consulting or professional services) and Products other than Online
Services remain subject to the terms of the Enterprise Agreement, the Enrollment, and any
terms referenced therein. In the case of any conflict between these Supplemental Terms and
the terms and conditions of the Enterprise Agreement that are not expressly resolved by their
terms, these Supplemental Terms control.
8. Order of Precedence.
In the event of a conflict between the terms of this Amendment and any other document that is part of the
agreement, the terms of this Amendment control.
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Enterprise and Enterprise Subscription Product Selection
Form — Adding Enterprise Online Services (Midterm)
Enrolled Affiliate is adding Enterprise Online Services to Enrollment Number listed.
Step 1. Select the Products and Quantities Enrolled Affiliate is adding to its Enrollment.
Quantity may not include any Licenses which the Enrolled Affiliate has selected for optional future use, or
to which it is transitioning or stepping -up within Enrollment term. Products for which the
Government Partner on behalf of Enrolled Affiliate has an option to transition or step-up should be
listed in Step 2.
Products Quantity
Office 365 Plans
Office 365 (Plan El)
❑ Office 365 (Plan E2)
Office 365 (Plan E2)
❑ Office 365 (Plan E4)
Office 365 (Plan E3)
❑ Windows Intune
Office 365 (Plan E4)
Windows Intune
Windows Intune
- Windows Intune Add-on'
f selecting Windows Intune option, Government Partner acknowledges the following:
a. The Windows Desktop Operating System Upgrade licenses offered through this Enrollment
are not full licenses. The Enrolled Affiliate and any included Affiliates have qualifying
operating system licenses for all devices on which the Windows Desktop Operating System
Upgrade or Windows Intune licenses are run.
b. In order to use a third party to reimage the Windows Operating System Upgrade,
Government Partner must certify that Enrolled Affiliate has acquired qualifying operating
system licenses. See the Product List for details.
Step 2. Indicate new Enterprise Products and Online Services Enrolled Affiliate has selected for
optional future usewhere not selected on the initial enroll t d
men %/WWI (above).
Products
❑ Office Pro Plus for Office 365
❑ Office 365 (Plan El)
❑ Office 365 (Plan E2)
❑ Office 365 (Plan E3)
❑ Office 365 (Plan E4)
❑ Enterprise CAL (ECAL) Step-up, including Bridge CALs
❑ Windows Intune
❑ Windows Intune Add-on'
ndows Intune Add-on requires purchase of Windows OS Upgrade or Windows VDA.
This Amendment must be attached to a signature form to be valid.
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Microsoft
Enterprise Enrollment
Amendment ID GOVM13
Enrollment Number
I4634549
Volume Licensing
1
SGN-000-sdaily-S-008 1
This amendment ("Amendment") is entered into between the parties identified on the signature form
for the Enrollment identified above ("Enrollment"). 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 by adding the following:
USLs for Software Assurance. Subject to the terms and conditions of this Amendment, Enrolled
Affiliate may purchase User Subscription Licenses (USLs) for Software Assurance. USLs for Software
Assurance may only be acquired and assigned to users who either:
• have also been assigned a qualifying User CAL Suite with active Software Assurance
coverage or
• are the primary user of a device to which a qualifying Device CAL with active Software
Assurance coverage has been assigned.
Enrolled Affiliate may not assign USLs for Software Assurance to more than one user at a time for any
given qualifying Device GAL. Enrolled Affiliate must maintain active Software Assurance coverage on
its qualifying CALs during the subscription term of its USL for Software Assurance. Enrolled Affiliate's
right to access the online service or related software under a USL for Software Assurance expires
upon the expiration or early termination of the term of the Enrollment that is in effect as of the date
this Amendment was executed.
A USL for Software Assurance corresponding to a User CAL Suite only may be (and must be)
reassigned to another user, when and as the qualifying User CAL is reassigned. A USL for Software
Assurance corresponding to a Device CAL Suite may be reassigned to another user only when that
new user becomes the primary user of a device that is assigned a qualifying device CAL with active
Software Assurance coverage.
Deployment Reimbursement Offer. Subject to the following terms and conditions, Enrolled Affiliate
may qualify to receive deployment assistance, in the form of reimbursement to a Microsoft -approved
deployment partner.
Partners — Deployment activities will not be eligible for the deployment benefit associated with this
offer unless performed by Microsoft -approved partners. Enrolled Affiliate may contact Enrolled
Affiliate's Microsoft representative for a list of approved partners.
Deployment Payment Process — Approved partners may request deployment funding by contacting
their Microsoft representative.
Eligible licenses — The amount reimbursed to the partner will be based upon the number of USLs for
Software Assurance ("Qualifying USLs"), included in the order(s) placed ONLY during the promotional
period, and only for the following: 0365 Plan E2/G2, 0365 Plan E3/G3, 0365 Plan E4/G4 (once
available), Exchange Online Plan 1 and/or Exchange Online Plan 2.
Deployment Benefit Rates
a. $40 paid for each Qualifying USL deployed up to 3,000 seats
b. $5 paid for each Qualifying USL deployed over 3,000 seats
c. $250,000 maximum partner reimbursement.
Deployment Benefit Period — This deployment benefit may be claimed for any Qualifying USLs that
are purchased pursuant to the terms and conditions of this Amendment prior to March 31, 2013 and
deployed within 18 months of purchase. Seats with an effective date after the 6 month offer period
are not eligible for deployment benefits. The deployment benefit shall automatically terminate upon
the expiration or early termination of the current term of the Enrollment.
Liability — All deployment assistance services provided under this Deployment Reimbursement Offer
will be performed by partners under separate agreement between the partner and Customer.
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Although such partners have been approved by Microsoft to participate in this Deployment
Reimbursement Offer, said partners are not affiliated with Microsoft and do not have authority to bind
or impose any obligation or liability on Microsoft. To the maximum extent permitted by applicable law,
Microsoft will not be liable for any damages arising from the deployment services that may be
provided in connection with this offer.
Additional Promotion Terms. The terms and conditions of this Amendment, including but not limited
to the Deployment Reimbursement Offer, apply only to USLs for Software Assurance purchased
pursuant hereunder, with a minimum order of 250 Qualifying USL required to qualify for the benefits
under this Amendment. USLs for Software Assurance may not be ordered in conjunction with License
Reservation and/or Transition, and Enrolled Affiliate may not convert previously -ordered, Reserved or
Transitioned USLs to USLs for Software Assurance. This is a limited time offer and Microsoft is under
no obligation to provide the current terms of licensing and pricing beyond the expiration dates stated
in this Amendment. Step-ups of USLs for Software Assurance from one Office 365 Plan number to
another are not permitted. For example, if the Office 365 Plan E2 from Core CAL promo is
purchased, it is not possible to step-up to Office 365 Plan E3 at a future date.
This Amendment shall automatically terminate upon any termination or expiration of the term of the
Enrollment in effect as of the date the Amendment was executed. In addition, Microsoft shall have
the right to immediately terminate this Enrollment in the event Customer breaches any obligation in
this Amendment. Except for changes made by this Amendment, the Enrollment remains unchanged
and in full force and effect.
This amendment must be attached to a signature form to be valid.
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