CM-2015-707 - 3/6/2015City of Round Rock
RO qSD ROOK Agenda Item Summary
Agenda Number:
Title: Consider authorizing an amendment to the City's Enterprise Enrollment
Agreement with Microsoft for additional software licenses.
Type: City Manager Item
Governing Body:
City Manager Approval
Agenda Date:
3/6/2015
Dept Director:
Heath Douglas
Cost:
$28,836.00
Indexes:
Attachments: LAF.pdf, Amendment.pdf, SignatureForm.pdf
Department: Information Technology
Text of Legislative File CM -2015-707
This document is an amendment to the original Microsoft Enterprise Volume Licensing Agreement presented to
council on March 27th, 2014 which will add Office 365 services to the agreement. This gives us the ability to
modernize our email services by migrating our aging on -premise system to the Microsoft Cloud. Upgrading our
email system to this software as a service model will allow us to provide our staff with larger storage capacity
for email and archiving and improve email discovery capabilities. This service will also remove the burden of
support from the city's infrastructure and IT staff.
The total cost of this amendment is $28,836 which will be funded out of the Information Technology software
maintenance line item.
Migration services will be needed to assist with the upgrade. This cost will be funded by the Technology Fund.
Replace with Recommended Action (the ..Recommended Action above must not be removed)
eily ofrAuna Rock Page 1 Frinfea an Y&pots
CITY OF ROUND ROCK
CONTRACT MANAGEMENT SECTION
CONTRACT APPROVAL FORM FOR CITY MANAGER ACTION
Required for Submission of Specific City Manager Items
Amendment to Microaoa Enterprise Enrollment
Department Name: Information Technology Project Name: Agreement
Project Mgr/Resource: Heath Douglas Contractor/Vendor: Microsoft
QCity Manager Approval
CMA Wording
Consider authorizing an amendment to the Citys Enterprise Enrollment Agreement with Microsoft for additional software licenses.
Approval
FlEmployee EE Bowden -------- Qate February 26, 2015
E`' Microsoft Volume Licensing
Program Signature Form
MBa BSA number 000-frmulkey-s-163
Agreement number 01E73636
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.
<Choose A reement>
Document Number or Code
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
<Choose Agreement>
Document
Number or Code
I Document Number or Code
<ChooseAgreement>
Document Number or Code
<ChooseA reement>
Document Number or Code
<Choose A reement>
Document Number or Code
<Choose A reement>
Document Number or Code
<Choose Enrollment/Reglstrafion>
Document Number or Code
<Choose Enrollment/Registration>
Document Number or Code
<Choose Enrollment/Re
istration>
Document Number or Code
<Choose Enrollment(Re
istration>
Document Number or Code
<Choose Enrollment/Re
istration>
Document Number or Code
Amendment
CSD 7333761
Document Descri tionDocument
Number or Code
Document Description
Document Number or Code
Document Descd tionI
Document Number or Code
Document Descri tionI
Document Number or Code
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 ("t bpe"legal an ty
Signature'
Printed First and Last Name' C ----4a Title (—/� mon-pf/
Signature Date -
Tax ID
name)' City of Round Rock
t
CAA- aoV3--101
ProgmmSgnFam(MSSign)(NA,Lat m)EZBRA,MLI(ENG)(Aug2014) Page 1 oft
Signature °
Printed First and Last NamePR 0 3 2015
Printed Title Mary Ann Holland
Signature Date Dulyy Authorized on behat
(date Microsoft Affiliate countersigns) Mlorosoft Corporation
Agreement Effective Date
(may be different than Microsoft's signature date)
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*
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.
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
ProgramSgnForm(MSSign)(NA,LaWn)EZBR ,MLI(ENG)(Aug2074 Page 2 of
EN Microsoft
Volume Licensing
Amendment to Contract Documents (CSD)
Enrollment Number7333781 000-fimulkey-6163
mimeeR to Complete
This amendment ("Amendment") is entered into between the parties identified on the attached program
signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined
in this Amendment will have the same meanings provided in that Enrollment or Agreement.
Enterprise Enrollment
Product Selection Form — Adding Enterprise Online
Services (Midterm) — State and Local
Amendment ID W22
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 Enterpnse. 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.
AmendmeriMpp v1 A0.1 W22 B
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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:
(1) 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.
(11) 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 to be 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.
(1) 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.
(111) 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:
(1) If all Products selected in the pool are licensed by Device, price level is based on the
initial Qualified Desktop count;
(it) 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.
AmendmentApp v1.0.0.1 M2 B
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(Iv) 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.
(t) Initial Order. Initial order must include at least 250 Licenses from one of the four
groups outlined in the Product Selection Form.
(11) 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.
(111) 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.
(1) 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 prior to the
Expiration Date. Enrolled Affiliate may true -up more often than at each Enrollment anniversary
date except for Subscription License reductions.
(1) 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).
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(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.
(vli)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:
(1) For step-up Licenses included on an inftial order, Enrolled Affiliate may order according
to the true -up process.
(it) 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.
(111) 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 dale following the step-up.
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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 tens.
(1) Extended Term. Licenses for Online Services will automatically expire in accordance
with the terms of the Enrollment. An extended tens feature that allows Online Services
to continue month-to-month ("Extended Tenn") 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 Tenn 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:
(1) disable its account and then delete its Customer Data ("Data Deletion"); or
(It) 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.
(Ill) 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.
(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.
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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:
(1) 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 mused 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.
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:
(1) Microsoft's obligations under the section of the Master Terms tided "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
protecr;
(II) liability for damages mused 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
AmendmenrApp v1.4 0.1 w22 B
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negligence" and "negligence," "gross negligence" as used in this subsection shall mean
"recklessness");
(Iiq 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 Has 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 parry'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 combine
the computer code of the other with any other computer code or intellectual property
(collectively, "Provide") in a manner that would subject the others 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.Ouantity
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.
If selecting Microsoft 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 Microsoft Inlune 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 use where not selected on the initial enrollment order (above):
❑ Office Pro Plus for Office 365
❑ Office 365 Plan E1
❑ Office 365 Plan E1 Add On
❑ Office 365 Plan E3
❑ Office 365 Plan E3 Add On
Office 365 Plan E4
❑ Office 365 Plan E4 Add On
Enterprise CAL (ECAL) Step-up, including Bridge CALs
❑ Microsoft Intune
Notes:
1. Enterprise Online Services may not be available in all locations. Please see the Product List for a
list of locations where these may be purchased.
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Office 365 Plans
Office 365 Plan E1
Office 365 Plan E7
Add On
Office 365 Plan E3
Office 365 Plan E3
Add On 800
Office 365 Plan E4
Office 365 Plan E4
Add On
Microsoft Intune
Microsoft Intune
If selecting Microsoft 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 Microsoft Inlune 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 use where not selected on the initial enrollment order (above):
❑ Office Pro Plus for Office 365
❑ Office 365 Plan E1
❑ Office 365 Plan E1 Add On
❑ Office 365 Plan E3
❑ Office 365 Plan E3 Add On
Office 365 Plan E4
❑ Office 365 Plan E4 Add On
Enterprise CAL (ECAL) Step-up, including Bridge CALs
❑ Microsoft Intune
Notes:
1. Enterprise Online Services may not be available in all locations. Please see the Product List for a
list of locations where these may be purchased.
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2. If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated
with an applicable Product pool, the price level for Additional Products in the same pool will be price
level "A" throughout the tens of the Enrollment.
3. Unless otherwise indicated in the associated Agreement documents, the CAL selection must be the
same across the Enterprise for each Profile.
4. MDOP requires purchase of Windows SA, Windows VDA, Windows SA per User Full USL, or
Windows VDA per User Full USL.
EAEnrAme InJ MEntOnlimSvc NYdlemm NA ENG Jan2015 M2 i B
Except for changes made by this Amendment, the Enrollment or Agreement identified above remains
unchanged and in full force and effect. If there is any conflict between any provision in this Amendment
and any provision in the Enrollment or Agreement identified above, this Amendment shall control.
This Amendment must be attached to a signature form to be valid.
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