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Home My WebLink About20131888.tiffif Microsoft Program Signature Form. MBA/MBSA number Agreement number ,C'M S *.,4 ' t7p Volume Lic_ensi ng. davidira020320102 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; Goverment 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. :3r t,. • s V a„.�' '. r .. f ,. r i ! l 'r sy.. tr.. PL .. a ';;" <Choose.A• reement> <Choose. ' =reement> <Choose A•r.eement> <Choose A. reetnent> <Choose A•reement> .. Select'Plus Affiliate Registration Form x20-04021 <Choose Enrollment/R'egistration> <Choose EnroUment/R istration> <Choose Enrollment/RegFistration> <Choose Enrollment/Registration> Select Plus License Program Agreement State and Local CTM `X20-04874 . . 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 tobebound by the terms of all -such documents. kFATh& /41 2 GU ProgramSignForm(MSSign)(NA,LatAm)ExBF A,ML!(ENG)(Oct2Q12) Pt' 45 cm) ee,1 ne5Kmi/e) 2013-1838 Name of Entity (must be legal entity name)* State of Colorado - Governor's Office of Information Technology (OIT) Signature* Printed First and Last Name* /v6.Q /1/N Printed Title* Signature Date* 4/.94.3 Tax ID * indicates required field Microsoft Licensi Signature (1_•,1v1i.—L� • Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Effective Date • (may be different than Microsoft's signature date) Optional 2nd Customer signature or Outsourcer signature (if applicable) MicrosafL i ! - FEB 14 2013.. Amelia Johnston Duly Authorized on, behalf of Microsoft Licasing,_GP: Name of Entity (must be legal entity name)' 5f ale 60 Iv©lie '- Signature* es -I CJ va ee Printed First and Last Name • t� erg ® rf G-41.- tier - Printed Title 441 -&:[ryti vats%trti 10v - Signature Date* . - O 'R_C) "indicates required field Name of Entity (m)00I entity name)* Signature* Printed First and Last Nye` Printed Title* Signature Date* * indicates required field - ProgramSignForm(MSSign)(NA,LatAm)ExBRA,ML1(ENG)(Oc12012) Page 2 of 3 evwtc7 If Customer requires physical media, additional contacts, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send channel partner or Microsoft account manager, who must the signature form is fully executed by Microsoft, Customer Microsoft Licensing, GP Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA Prepared By: Cindy Krogh ckrogh@insight.com or is reporting multiple previous Enrollments, it and the Contract Documents to Customer's submit them to the following address. When will receive a confirmation copy. PmgramSignForm(MSSign)(NA,L.atAm)ExBRA,MU(ENG)(Oct2012) Page 3 of 3 davidtra020320132 CMS .S` 3 7U Agiciosoft 1 Volume Licensing Select Plus License Program Agreement State and Local (CTM) Contents 1. Definitions. 1 2. How the Select Plus License program works 3 3. How to establish price level. 3 4. License grant — what Registered Affiliates are licensed to run. 4 5. How to know what Product Use Rights apply. 5 6. How to order Product Licenses. 5 7. Making copies of Products and re -imaging rights6 8. Transferring and reassigning Licenses. 7 9. Term and termination7 10. How to renew an Order. 9 11. Restrictions on use. 9 12. Confidentiality 9 13. Warranties. 9 14. Defense of infringement, misappropriation, and third party claims. 12 15. Limitation of liability 12 16. Verifying compliance 13 17. Non -Microsoft Software or Technology14 18. Miscellaneous. 15 This Microsoft Select Plus Agreement is entered into between the entities Identified on the signature form. Late Renewal. Notwithstanding anything to the Contrary, Customer and Registered Affiliates may place a renewal order for Software Assurance ("SA") only for Products previously purchased with SA under Select Agreement 01S65525 which expired December 31, 2012. To do so, Registered Affiliate must submit their order to their Reseller by February 25, 2013. The coverage period for any of the above renewal orders will be January 1, 2013. Effective date. The Effective Date will be the date that the State Controller signs this Agreement, however, due to a renewal and Microsoft system requirement that requires an effective date be one day following the expiration of the previous Select Agreement in order to afford Customer and its Affiliates the ability to renew Software Assurance from the previous Select Agreement 01S65525, the effective date will systematically be set as January 1, 2013. This Agreement consists of (1) the terms and conditions of this Agreement and all attachments identified therein, (2) the Product List, (3) the Product Use Rights applicable to Products licensed under this Agreement, (4) any Affiliate registration entered into under this Agreement, and (5) any Order submitted under this Agreement. The parties agree to be bound by the terms of this agreement. Terms and Conditions 1. Definitions. In this Agreement the following definitions apply: "Affiliate" means SelectPlus2012AgrGov(US)SLG(ENG)(Oct2O12) Document X20-04874 CTM Page l of 20 iiiiemsoftl-Voiume- Litensing a. with regard to Customer any government agency,, department office; Instrumentality division, ,unit-or:ot her entity, of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer Is: a part, or which to :under common: :supervision with Custorner, (II) anjr county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar typeof governmental instrumentality established by the laws of Customer's state and located within Customer's state jurisdiction and geographic boundaries; and. (lit) any other entity in Customer's state expressly authorized by the: laws of Customer's state to purchase under state contracts, provided that a state and Its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; :arid b: with: regard to Microsoft, any legal entity that Microsoft'Dims, that owns Microsoft, of that. is tinder Common' flwnershlp with. Microsoft "available" means,. with resoest.to a Product, that Microsoft has made Licenses for that Product available for ordering under a particular 1 censing program; "Conirnercial Product" means any Product Microsoft makes available for license for a fee; "Contractor" means any third party supplier or other provider of computer technology or related services. "Customer" means the entity that has entered into this Agreement and/or its Affiliates "Customer Data" means *data, including, all text, sound; software, or image files that are provided to Microsoft by, or on behalr' of, Customer through Customers.usa,,,of the Online Services. "Fixes" means Product fixes, modifications or enhancements' O'it',itheir cieri"attves that Microsoft releases. generally (such as Commercial Productservice packs); "License"means Registered Affiliates right to use the quantity of -a Product ordered. For certain products, a License rnay be available on a subscription basis ("Subscription License"). Licenses for Online Services will be_.cvnsidered Subscription Licenses under this Agreement; . "L.&SA" means a License;,arrd Software Assurance for any Product ordered; "Microsoft" means.,the Microsoft entity that has entered into this Agreement by. accepting Customer's registration; "Order" means the document Customer orr-Cusiori er'S:Affiliate submits under "this Agreement-W:acquire Licenses orServices "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 ior beta Versions; identified on the Product List. "Product List" means, with respect to any licensing program;, the statement published, by_ Microsoft from time to time on the World Wide Web at http.1/www.microsoft:corn/lrcensinotoontracts, or at a successor site that Microsoft identifies; which Identified ;the Products that are or may be Made available under the program (which availability may vary by~region) and: any Product -specific conditions or limitations on the acquisition of licenses for those. Products; "Product Use Rights" means, with respect to any licensing progr..am, the use righfs:Qw terms° of.service for each Product and version published for that licensing program • at http://www.microsoft.comtlicensinalcontracts as attached hereto. as Exhibit B, Which rights and terms of service are subjectto .and do not withstand any rights midterms contained in this Agreement. Fdr• the purposes of clarification, the use .rights.: or terms Of .service:with respect to E Cubit B are seolely' to identify SelectPlus2012AgrGov(US)St_G(ENG)(Oct2012) Document X20-04874 CTM ... Page 2of20 if.Osoft ( Volume Licensing which use rights or terms of service are applicable as Of the effective date.. of this Agreement The Registered Affiliate's use - lights or terms of service will1xe:governed by the published use rights listed above and Section .5:of this Agreement "Quallifying Contract," means (1) an Enterprise Enrollment under a Microsoft Enterprise Agreement; (2) any Enterprise Subscription Enrollmententered into under a Microsoft Enterprise Subscription Agreement, or a Select Agreement such aS this:Agreement. "Registered Affiliate' means an entity, either Customer or .any: one of Customer's Affiliates, that is identified on an affiliate registration form that has been accepted by Microsoft and that has submitted. an Order in accordance with this Agreement.to a::Reseiler, :"Reseller" means a large account reseller authorized by Microsoft to resell Licenses in a Registered } tIliate's region under this Select Plus License Program Agreement; "Service Level Agreement' meansthe document specifying the standards Microsoft agrees to adhere to 'and by whicti.it measures•the levelof service for an Online Service. "Software,.Assurafice" means an annuity offering that provides new version rights and other benefits for : Producta as described in the Prodt.ct.:List; "Trade..Secrerrneans information •tat.,is not generally. known: or readily ascertainable to:..a public, has 'economic value: as.'a result, and t es.been subject to :reasonable steps under the .circumstances to maintain: itssecredy:• ' use" or'`:r In"-.rneans:to copy, install,. Use; access, display, run -or otherwise interact. 2. How -the Select -Plus -License program.:;works The Select Plus License Program .allows Registered Affiliates to acquire Licenses at discount pricing.. Customer and Registered Affiliates: can'.:partiicipate in this program if Customer or Registe.r :d Affiliate (1) submits an Order meeting the initial minimum order quantity, (2) maintains at least one active Qualifying Contract, or (:3)- has purchased the minimum order quantity during the 12. months preceding the effective date of this agreement: Notwithstanding. any other provision of this Agreement, only, Registered Affiliates identified ina Registration Form will be responsible for" complying with the terins of that registration, including the terms of'this Agreement incorporated by reference in that registration. a. How Reghitereed Affiliates acquire Licenses. A Registered Affiliate will acquire its Ucenses through its.chdsen Reseiler. Orders_. will be -made out to .and:•sullittted to tite Registered Affiliate's Reseller Microsoft will invoice that Reseller .according to.. the .terms in the applicable registration: The Re§etlar and the Registered • Affiliate udli' determine the Registered:Affiiliate's actual price and payment terms.: • b.. a Choosing and maintain•ing a Reseiler. The Customer must choose and maintain a gaselier authorized in the Registered Affiliate's region. On the Effective Date of this Agreement, the State has chosen Insight Public. Sector, Inc. as its Reseller, pursuant to a Software Vale -Added Reseller Contract Master Price Agreement effective December 5, 2012. c. Online .SO vices. Online Services are provided a$.Subscription services and are subject to the un)que•terms-set forth in the Product Use Rights and the Product List. .3. How to establish price level. Establishingprice levels. Each Product offering is assigned a point value on the. Product List and is assigned to a Product pool. The Customer'sprice level for a pool applies to purchases made by all. ,Registered Affiliates under this Agreement. ThrOrughout thetern) of this Agreement, the Customers price level for each Product and its associated pool (applications,systems and servers) will be level "D." Customer does not need to acquire Products in all pools. The price Microsoft will: invoice Reseller will be based on Customer's price level for the pool of the Product ordered. Throughout this Agreement the term "price" refers to reference price. SelectPlus20T2AgiGOv(USJSLG(ENG)(Oct2012) Document X20-04874 CIM Page 3 020 fiFicirmott 1 Volume: Licensing. 4: License grant — what Registered Affiliates are lit;ens?ed i o : ri Registered Affiliates have the rights below once their registration s accepted by Microsoft. These rights apply to the Licenses obtained under this Agreement and are not related to.any order of, or fulfillment of, software media. The ._.ability to: run current or later versions of a Product licensed underthis Agreement could be affected by ninimurn system require.ilents or otberfactors (e.g., hardware or other software). a. General. At any time after their registration has: been accepted by Microsoft, a Registered` Affiliate may run` for its own benefit as many copies as It chooses of: any available Productsit chooses, provided that it submits Orders for all copies in the"month in which:those copies are first run. b. Use by Affiliates. A Registered Affiliate may sublicense the right to use:°the Products ordered under this Agreement to :any :of Customer's Affiliates . but Affiliates may not sublicense these rights and their use:rnust be consistent with the.. License terms contained in this Agreement. c. When Licenses become,perpetual. (I) License.. only. Registered:Afifiliate's right to run copies of any Product forwtiich it orders only a License is temporary' until the.Registered Affiliate has paid for that License in full and Microsoft has colledted such payment from Reseller within a cornrnercialiy reasonable time period after Registered Affiliate has paid Reseller for the:.Lcense. Thereafter.;. Registered Affiliate will have a perpetual License to run the number_of copies ordered in• the version ordered. (ii). L&SA or Software=Assurance. Registered Affiliate's right to run copies of any Product for which it orders L&SA Or Software Assurance Is temporary until: {•„; 1) the Registered Affiliate has paid to Reseller all installments of the price for such coverage and the Order or renewal term during which such Prccuct:Licenses were. ordered has..axpired or been renewed or 2) the Registered A►ff liate is otherwise eligible for perpetual. Licenses as provided ini:this Agreement. Thereafter; the Registered' Affiliate will have perpetuai`'Licenses to run the Products ordered in'" the latest versions :available�,,as; :Of, the. date of expiration, renewal, or itermination (or any prior version)for..the iur"r1#3eF,.of copies ordered or renewed. .(.fti)`Suloscription Licenses. Subscription Licenses are not perpetual :under any circumstance d. Perpetual. Licensee through :Software Assurance. Any perpetual .licenses received. through Software Assurance supersede and replace:;the underlying perpetual Licenses for which that SofMware.Assurancecoverage was: Ordered: _All perpetual Licenses acquired under this Agreement remain subject' to the terms of this. Agreement and the applicable Product Use Rights. e. Non -Perpetual Licensee.. Some Products may be licensed on a fixed. term or subscription basis. The right to Use_Pioductss. iloerised on a subsotiption basis terminates upon ieXpiration of the subscription agreement if it Is net renewed. f. License confirmation, This Agreement, the applicable, Qider, the Registered :Affiliate's Order confirmation and any documentation evidencing transfers of Licenses, together with proof of payment; will be the Registered Affiliate's evidence of all Licenses obtained under: its Orderas described in this Agreement. g. Prior version rights. A Registered:Aft'iliate may run prior versions of:any_•Prad ict t tcenses under this Agreement. A Registered Affiliate may run different lari9uage versions:of any Product it Licenses, under this Agreement, provided that the License, >L SA,' dr Software SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) CTM Document k 04874 Paag_e4.of 20 Microsoft IVoume:,Licensing Atsurartoeifor that different language version is available at the same; or lower price, than the. price paid for the language:versianordered of the same Product and License, type.. 5. How to know ::rat Product Use Rights apply. Product Use Rights. Microsoft publishes Product Use Rights for each version of each Product. The latest version of the Product Use Rights is available at htt : /www.microsoft.com/licensin t . ntra and copies of applicable Product Use Rights as. of the Effective Date are attached hereto in Exhibit B. For the purposes of clarification, the use rights or terms of service with respect to Exhibit B are solely to identify which use rights or terms oaf service are applicable as of the Effective Date of this Agreement The Registered Affiliates use rights or terms of service will be governed by the published ;.Use rights listed above and Section'5 of this Agreement. (I) Product.USe Rights for current and future versiof$;of Products, The Product Use Rightsin effect on the effective date of the Agreement will apply to all Registered Affiliates' use of then -current versions of each Product, regardless of the date of the Order. For future versions, the Product Use Rights in effect when those future versions are -first released will apply. In both cases, subsequent changes made by Microsoft to.the Product Use Rights for a particular versionwill not apply to Registered Affiliates' use of that version_ (ii) Product_ Use Rights for earlier versions (downgrade). If a Registered Affiliate runs an earlier version of a Product than the version thatwascurrent on the Agreement effective date, the Product Use Rights for the version licensed, not he version being run, will apply. However, if the earlier version includes' components that are not part of the. Itpensed version, any Product Use Rights specific to those components will apply to the Registered Affiliate's use of those components. b. Reservation of rights. All rights not expressly granted are reserved. 6. How to order Product Licenses. 'a: Placing Orders. Registered Affiliate may purchase Licenses,and Online Services'Microsoft makes available under this program by placing *Orders with Registered Affiliate'sauthorized Reseller. The price and payment terms .for: all Orders will be determined by agreement .,:FF r i'::: ' between Registered Affiliate and its Reseller:;When placing orders, a Registered Affiliate must specify the country or countries where fhe.ftegistered Affiliatewill use the Licenses . Microsoft may refuse to: accept an Order if Microsoft has a `business reason to do so. Microsoft May change the Products and subscription'services available under this program. b. When is theRegistered Affiliate eligible to offer just Software Assurance? A Registered Affiliate may order Software. Assurance for copies of a Product, without the need to simultaneously ordera≥new License for those:copies, in each of the following circumstances;. (i) Registered Affiliate may order Software Assurance for copies of Products for which. the Registered Affiliate has previously obtained perpetual Licenses through Upgrade Advantage, Software Assurance, or any Similarupgradie protection, so long:as-the Order for Software Assurance under this Agreement becomes effective no later -'than one day following the expiration of that upgrade protection, and (2) Registered Affiliate:submits an order ;for another term: of Software Assurance for those Licenses prior to or at the expirion of tte.previous term. (u7 During the term of the Agreement (including any renewal term), a Registered Affiliate may be eligible to order Software Assurance for copies of certain Products licensed through retail sources or from an original equipment manufacturer ("OEM"), provided that the Registered Affiliate places its Order 0tiirt' the required time frame. The Product List SelectPlus2011AgkCaav(US)SLG(ENG)(O 2012). DocumentX20-04874 {y Page 5020 Microsoftt Volume Licensing at htto:/hneYvw:rriicrosoft Om/iicensin4/contracts identifies those Products 4116t: may be: enrolled in Software Assurance and the applicable time frame fee:01 bing an Order:. (iii) A:Registered Affiliate may also order Software Assurance in any Other circumstances,; expressly permitted in the Product List. (iv) A Registered -.Affiliate may renew Software Assurance ordered under this Agreement at. the time itrerievuS=its Order as described in the._section titled "Haw to renew an Order." c, How to cofftrmrr.Orders. Information about.Orders, including an electronic confirmation of each. Order, will be provided. in a password -protected site on the. World Wide Web at https://mV.W.:.:riiierosoft.com/licensing/servicecenter/ or a successor site that will be identified:. Upon Microsoft's acceptance of this Agreement, Registered Affiliate's contact identified for this purposew.ill be provided access:ltothis site. d. Invoices -mid payments. For any Orders for:.Software Assurance or L&SA, if the Registered Affiliate elects to spread its payments diver three years rather than payment in a lump sum; it may make this election with its Reseller'_..)nauch .cases, Microsoft will invoice the Registered Affiliate's Reseller in .installments,, the first .installment upon receipt of the Order and subsequent installments on.each anniversary -of the Order or the Affiliate anniversary month. Any amounts for Licenses only (i:e. without accompanying Software Assurance) will be invoiced to the Registered Affiliate's Reseller in. full upon receipt of the O r:: e. Changing a Reseller. If Mierosoft'. tit, the Reseller chooses to discontirf ie doing business with one .another, Registered Affiliate must choose a replacement Reseller. If Registered 'Affiliate or Reseller intends to terminate their relationship, the initiating party must notify .Microsoft and the other using a form provided by Microsoft at least 90 days prior to the date on which the pile. e is to take effect. 7. Making copies of Products and re -Imaging rights.' a. General, The -Registered Affiliate may make as many copies of the Pi oducts as it heeds to distribute them within its. organization. Copies must be true and complete (including copyright and trademark notices),front master copies obtained from a:Microsoft approved fulfillment. source. The Registered Affiliate may use a third party.: to Make these copies; but the Registered Affiliate agrees to require any such third parties to comply with the terms of this Agreement. The Registered Affiliate agrees to use reasonable efforts to make its employees, agents, contractors and any other individuals that it allows to used the Products aware that the Products are licensed from Microsoft and can only be transferred subject tothe terms of: this Agreement b: .CCople idri training, evaltiaiiott, and back-up. The Registered Affiliate may (1) use up to 20 complimentary copies Of any Product in a dedicated training facility on its premises, (2) use up to 10 complimentary .copies of any Product for a 60 -day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations. c. Right to "re -image." in certain cases, re -imaging is permitted using the volume licensing program Product media, If the. Microsoft Product(s) is licensed (1) froth an original equipment.. manufacturer (OEM), (2) as full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under. this Agreement may .be generally used' to create tillages for use in place of copies provided through that separate'source, ':his. right is conditional upon the following; (i) Separate Licenses must be owned from the source for=eachroduct that is re -imaged. ill) The Product, language;: version and components of the copies made must be identical't t the Product, language, version and .ell,components of the copies they replace .and::tkte_ number of copies or instances of the re -imaged Product permitted remains the same. SelectPlus2642Agtt oy(OS)SLG(ENG)(Oct2012) Doctanent 004.874 GTM i?.ag .b: of 2O Hide Volume. .Licensing (iii) Except for copies:otan operating system and copies .of: Products licensed under another Microsoft program, the Product type (e:g„ upgrade or full License). must beidentical to the Product type from the separate source. (Iv) Any Product -specific requirementsfor re -imaging identified in the Product List. (v) Re images. made under this subsection remain subject to the terms and use rights provided with the License from thee -separate source. This subsection does not create or extend any warranty or support obligation. B. Transferring and reassigning 1J eases,.. a. License:transfers. License transfers are not permitted, except.that: Registered Affiliates may trarisferfully-paid perpetual Licenses as follows: fly -If Regittered Affiliate is an agency of the US Government, to another agency: of :the. IJ.S. Government or to ;an unaffiliated third party in connectionwith (a) a privatization of the government agency :Or of an operating division of a Registered Affiliate or One; Of its government a9encyAffiliates, (b) a reorganization, or (m) a consolidation; or Registered Affiliate: is an agency of the State or a{;tocai _government, to: (a) any other government agency, department, instrumentality, division,:, unit or other office of the State or local government that is supervised by.or is..part..of::the. State, or which supervises Registered .Affiliate or of which RegisteredAffiliate is.a part,..or which.. is under common supervision with Registered Affiliate; (b)_ any county, :borough, commonwealth, city, municipality, town, township, special 'purpose .district, -,or other similar type of governmental instrumentality establishedby the laws:of theYState and located within the State's jurisdiction and geographic; boundaries; and (c) any other entity expressly authorized by the laws of the: State to purchase under State contracts, and (d) an unaffiliated third party in connection with a privatization of an affiliate of Customer as set forth in (a) above 'or of an operating division of the Registered Affiliate:<;or one of its Affiliates as set forth in .(a) above, through a reorganization or a consolidation. b. License Transfer Form. Customer or Registered Affiliate must notify Microsoft of a transfer of License by completing a transfer notice form substantiallyin. the form attached hereto in Exhibit B which can be obtained from ,http://www,microsoft:com/licensing/contracts. and. sending the completed"forrn to Microsoft before the License transfer. No License transfer will be valid, unless Customer provides to the transferee, and the transferee accepts in writing,. the applicable Product Use Rights, use restrictions limitations of liability (including exclusions and warranty previsions)`, and the transfer restrictions' described in this section. Any, License transfer not made_'in;compliance with this section will be void. Jnterpal:_fteassigniinenf:otttcenses and Software Assurance. (I). .For Products other than the deskop operating system 'upgrade. For Products other thanthe desktop operating system. upgrade, Registered,Affiliate may internally reassign. Licenses to;:an Affiliate. However. Registered Affiliate may."not reassign Licenses on a short:tertn. Oasis (90 days or less),: or reassign Software Assurance or other upgrade coverage separately from the underlying License, except;as provided :otherwise in this Agreement. (II). For desktop operating systems. The Registered Affiliate may not reassign desktop operating system upgrade Licenses from one compiuterto another. The Registered Affiliate may internally reassign Software Assurance coverage on desktop operating systems upgrades from the onginal' computer to a replacement computer internally, as long as (1) the replacement computer is licensed to run the latest version of that operating,system, sand (2) the Registered Affiliate removes' any desktop operating system upgrades frarn'the original computer. SeIectPius2012AgrGov.(u:S)SLQ(ENG)(Oct201'2) Document X20-04874 CTM Page 7 of 20 Microsoft I Volume Licensing 9 Term and tern400.10n. a. Term. This Agreement will remain in effect for 36 months from the Effective Date, unless it is terminated by either party as described below. Customer and Microsoft acknowledge that from a system's limitation perspective, the Agreement will noi:.;automatically. expire after 36 months. Customer and Microsoft may renew this Agreement upon contractual expiration with agreement to do so in writing from Customer. b. Termination without cause. Either party rrin terminate this Agreement without cause upon 60 days written notice. Such termination will merely terminate either party's antriits Registered Affiliates' ability to :place Order* under this Agreement. Such termination .w!ill trot affect any Orders not otherwise terminated, and any terms of this Agreement applicable to any Orders not otherwise -terminated will continue in effect with respect to that Order. c. Mid term termination for non -appropriation of Funds. Registered Affiliate may terminate • this AgreementAgreernent and Order without -liability, penalty or further obligation to make:payments. if funds to make payments under tie. Agreement or Order are not appropriated pr allocatedt-by the Registered Afl•tliat!e far such purpose. d. Termination for breach. Either party to this Agreement may terminate it if the other party materially breaches its obligations under this Agreement, .including any obligation to submit orders or .pay invoices to Reseller. Except Where the breach IS by Its nature not curable within .30 days, the terminating party must ,give the .other party 30 days` .notice and opportunity to cure, If Microsoft gives such notice to a Registered Affiliate, M►crosoftwill give Customer a copy of that notice: as. well and Customer agrees to assist in attempting• to_resolve the problem. If the problem.:also affects other Affiliate registrations and cannot be" resolved.. bet*eenCustomer and: Microsoft within a reasonable period of time, Microsoft may terminate.: this Agreement and all other Affiliate registrations under it, unless the basis for termination of the registration is non -appropriation of funds to the Registered Affiliate., in which. event Microsoft may only terminate the affected registration(s). If a Registered Affiliate ceases:to be an Affiliate of Customer, Customer must 'promptly notify Microsoft of this fact, and Microsti t may terminate the divested Registered Affiliate's registration e. Affiliate termination If (1)`'a Registered Affiliate terminates its registration as:a result of a breach by Microsoft; or (2) if Microsoft terminates Registered registration because it has ceased to be an. Affiliate of Customer, or (3) Registered Affiliateterrninates a registration for non -appropriation of funds, or (4) Microsoft terminates a registration for non-payment/Cue. to non -appropriation of funds, then the Registered Affiliate will have the following options°With. regard to.:any:Orders:it has under the Agreement: (i) For Li:prises available on �a`perpetual basis, it may immediately pay the total reh icing, amount.:.due, including ail installments, in_'Which case the RegisterediAffliate Will•have • perpetual Licenses for all copies: Of. the P.r'Cduc)ts it -has ordered, or • pi) it may pay only amountsdue as of the termination date, in which c :seethe Registered: Affiliate Will have perpetual Licenses for:" 1) all copies -:'of all Products for which payment has been made in full ('including they 'latest version of Products under Software Assurance coverage), and 2) the number of copies of Products it has ordered (including .the latest.: version of Products Under Software Assurance).:for :which payment: has been made in installments that is proportional to the total of: payments made versus total amounts due if the early termination had not occurred. Nothing in this section shall affect perpetual License, rights ,acquired either in a separate Agreement or in a prior term of•the:terminated registration. f. Effeet of termination. When• this:Agreement, a •registration• or ari Order is terminated. SelectP.lus2O12AgfGov(US)SLG(ENG)(QcI2Q:12) L >txz 4074. • ..CTM : • 'Paget of 20.. iirfiemsoft I Volume Licensing (I) Each affected Registered Affiliate must order Loense for all copies of Products it has run for which it has not previously submitted. an Order Except for the options, provided above in the event of termination of a Registered Affiliate's registration, any and all unpaid payments or any order of any kind; including subscription services, immediately become due and payable, (II) Registered Affiliate's right to Software Assurance benefits under this Agreement:ends:for: all Software Assurance for which payment has not been made in full. 10. Now to renew an Order. Microsoft will provide prior notice of expiration of any Software Assurance ordered under the Agreement advising Customer of its Software Assurance renewal options. Microsoft may make a change to this program that will make.:it necessary for Customer to enter into a new Agreement to renew Software Assurance. To maintain Software Assurance coverage for any copies .:pr4viously ordered under this Agreement. Registered Affiliate must submit an order for another'term of Software Assurance for those Licenses prior to or on the expiration of the previous term. Consequences of non -renewal. If Registered Affiliate elects not to place another Order for Software Assurance and it otherwise allows Software Assurance for any copies of any Products licensed to lapse, then the Registered Affiliate will not be permitted to order Software Assurance for those copies later without first .acquiring L&SA Renewing Software Assurance. If Registered Affiliate is placing an Order for Software Assurance from multiple Select programs or is consolidating multiple previous Orders or agreements into this Agreement, please complete the Multiple Previous Enrolment Form. 11. Restrictions on use; Registered Affiliatemust nit: a. separateand usethe components of a Product on` downgrade components at different times, or transfer provided in the Product Use Rights; b. reverse engineer; decompile or disassemble any Product or Fix; except.where.applicable law permits it despite. this; limitation; or.,, 0 orlrnore computers, upgrade or components separately, except as c. distribute,:sdbliOlise, rent lease,,lend, orfiost any Product or Fix except as permitted.by this. Agreement,.-fhe Pr0aboWS:e Rightsf.of: �i-e. separate written agreement 12. Confident aiity. To the extent permitted by applicable:law, neither party will disclose tie 'terms and conditions, or the substance of any discussions that led to them, to any third party other than Affiliates or agents, or to designated or prospective resellers who: (1) have a need to know such information in order to assist in carving Out ;this Agreement and (2) have been instructed .that all such Information is to be handled in strict confidence.. Information subject to this* confidentiality requirement shall not include information required to be disclosed pursuant to the Colorado Open Records Act, CRS'§24-72-1 1, et.sq. For the avoidance of doubt, the parties acknowledge that this confidentiality provision recognizes that when there. is a business need to do so, Microsoft and Registered Affiliates may need to share/exchange their respective Confidential information with each other to develop a more meaningful business relationship.. This section provides Microsoft and Registered Affiliate with 4 well-balanced, commercially reasonable and comprehensive set of confidentiality terms that enable both parties share/exchange a wide range of Confidential Information with each other knowing with confidence that significant confidentiality SoleotPlus20 2Agraov(US)SLG.(ENG)(oct2012) Document X2a.O4874 Palle:9 of 20 Microsoft' l Volume Licensing protections are in place. The confidentiality terms denoted below do not govern Microsoft's handling of Customer Data. a. What is included. "Confidential Information" is non-public information, know-how and Trade Secrets in any form that are designated as "confidential" or that a reasonable person knows or reasonably should understand to be confidential. It includes non-public information regarding either party's products, Product users, Affiliates, clients or customers, and their marketing and promotions. b. What is not included. The following types of information, however marked, are not Confidential Information. Information that: (i) is, or becomes, publicly available without a breach of this Agreement; (ii) was lawfully known to the receiver of the information without an obligation to keep it confidential; (iii) is received from another source who can disclose it lawfully and without an obligation to keep it confidential; (iv) Is independently developed; (v) is a comment or suggestion one party volunteers about the other's business, products or services; or (vi) is required to be disclosed pursuant to the Colorado Open Records Act, CRS §24-72- 101, et seq c. Treatment of Confidential Information. (I) In general 'Subject to the other terms of this Agreement, each party agrees 1) it will not disclose the others Confidential Information to third parties; nd 2) it will use and disclose the other's Confidential Information only for purposes of the parties' business relationship with each other. (ii) Security precautions. Subject to the other terms of this Agreement, each party agrees: 1) to take reasonable steps to protect the other's Confidential Information -- these steps must be at least as protective as those the party takes to protect its own Confidential Information; 2) to notify the other promptly upon discovery of any unauthorized use or disclosure of Confidential Information; and 3) to cooperate with the other to help regain control of the Confidential Information and prevent further unauthorized use or disclosure of it. (iii) Sharing Confidential Information with Affiliates and representatives. 1) A "Representative" is an employee, contractor, advisor, or consultant of one of the parties or of one of the parties' Affiliates. 2) Each party may disclose the other's Confidential Information to its Representatives (who may then disclose that Confidential Information to other of that party's Representatives) only if those Representatives have a need to know about it for purposes of the parties' business relationship with each other. Before doing so, each party must: A. ensure that Affiliates and Representatives are required to protect the Confidential Information on terms consistent with this Agreement; and B. require Representatives to comply with the terms of this Agreement regarding Confidential Information SelectP1us2012AgrGov(US)SLG(ENG)(Oct2012) Document X20-04874 CTM Page 10 of 20 Microsoft I Volume Licensing 3) Neither party is required to restrict work assignments of Representatives who have had access to Confidential Information. Neither party can control the incoming information the other will disclose to it in the course of working together, or what that party's Representatives will remember, even without notes or other aids. Each party agrees that use of information in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly. d. Disclosing Confidential Information if required to by law. Each party may disclose the other's Confidential Information if required to comply with statute, a court order or other government demand that has the force of law. Before doing so, each party must seek the highest level of protection available and, when possible, give the other party enough prior notice to provide a reasonable chance to seek a protective order. To the extent not prohibited by federal law, this Agreement is subject to public release through the Colorado Open Records Act, CRS §24-72-101, et seq. e. Length of Confidential Information obligations. Except as permitted above, neither party will use or disclose the other's Confidential Information for five years after it is received. The five-year time period does not apply if applicable law requires a longer period or the Product Use Rights provide a more specific requirement. 13. Warranties. a. Limited warranty. Microsoft warrants that: (I) Online Se games willperform in accordance with the applicable Service Level Agreement; (ii) Products 'other than Online 'Services will perform :substantially as described in the applicable Microsoft user documentation; and b. Limited warranty term. The limited warranty for: (i) Online Services is for the duration of Customer's use of the Online Service, subject to the notice requirements in the applicable Service Level Agreement; (ii) Products other than Online Services is one year from the date Customer first uses the Product; and c. Limited warranty exclusions. 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 Customer 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. d. Remedies for breach of limited warranty. If Microsoft fails to meet any of the above limited warranties and Registered Affiliate notifies Microsoft within the warranty term, then Microsoft will: (i) for Online Services, provide the remedies identified in the Service Level Agreement for the affected Online Service; and SelectPius2012AgrGov(US)SLG(ENG)(Oct2012) Document X20-04874 CTM Page 11 of 20 icrosok VoititMe Licensing`. 411) for Products other'thanOnline Services, at its.op(on either (V return. the OD palter(2) repair or replace the Product. These are Registered Affiliate'sonlyremedies for breath cif the limitet#:warranty;.`uniees other remedies are required to be provided Under applicable law. e. DISCLAIMER OF OTHER WARRANTIES. OTHER THAN THIS ,:UMITED WARRANTY, MICROSOFT PROVIDES NO: OTHER EXPRESS :.o t IMPUEDE:MARRANTIES OR CONDITION& MICROSOFT DISCLAIMS ANY. IMPLIED REPRESENTATIONS, WARRANTIES, OR CONDITIONS, INCLUDING WARIAINTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFAGI0RY O1ALITY; TITLE, OR NON - INFRINGEMENT. THESE DISCLAIMERS APPLY UNLESS- ;APPLICABLE LAW DOES -:NOT PERMIT THEM. 14. Defense of.infringement misapprop. atiofl, .40c/ fhircipaitty ri fauns. a. Microso€t's agreement to protect, Microsoft will defend Registered Affiliate against any • claims made by an unaffiliated third party that any Product or Fix that is made available by Microsoft for a fee,infringes that party's patent; copyright, or trademark or makes unlawful use 'of its Trade Secret. Microsoft will also pay the amount of any resulting adverse final judgment (or settlement to Which Microsoft::consents). This section • provides Registered Affiliate's exclusive remedy for these claims. b.. Limitations on defense obligation...Microsoft's;obligations will not apply to. the:. extent that :the: claim or award is based 'On: (i) Customer Data, non -Microsoft software modifications Registered P+ffiiate makes to; Or any specifications cr Materials Registered Affiliate provides or makes available for, a Product or Fix; (I1 yRegistered Affiliate's combination of the Product or Fix with a non -Microsoft product, data or business process; or dama es based on the use of a non Microsoft product, data:.or:. business: process; �' ` (iii) Registered Affiliate's use of either Microsoft Trademarks orthe use or:;redistribution o%e.; Product'0r,Fix in violation of this.Agreement or any Agreement incorporating its;.terms-.or;' (iv) Registered Affiliate's.use:.of:a Product or Fix after Microsoft identifies Reg"rster Affiliate y to discontinue thak use due to va third part ;ciair; (v) .Any Customer Data or non -Microsoft software :Microsoft hosts on Customer's.bei if that infringes. the third party's pateritr; copyright, ortrademark- or, makes unlawful "use .`dt. Its ma . Trade Secret;•or - -• (vi) Registered Affiliate's violation of the ftceeptable Use Policy as described In the Product Use Rights: C. Reglstered:.Afftilate's agreement: Registered --Affiliate agrees that: (I) Any Customer Data or non -Microsoft software that Microsoft and/Or its Affiliates hostswill not infringe: on any third party's patentr:.;copyright, or trademark 'nor make intentional unlawful•use.of any.third party's Trade Secret;, and (II) Registered Affiliatewill not: A. Use a Product or ;Fix after Microsoft.notiftes. Registered Affl,liateto discontinue that use due to a third party claim related to that Product'or. Fix, S. Violate the Acceptable Use Policy; C. Combine _a;_Product or FX"With a non-Microsoft:pe[ict, data: or business process;,. D. Modify the computer codeof any Product or Fix; E. Redistribute. a Product or Fix, Or We such Product or Fix; inviolation of this Agreement or any'.Agreer# ent..incorporafing, its terms; gelectPlus2012AorG0V(US).SLG(ENG)(Obt20:t2y Document X20.04874 •. CTM: Page 12 of 20 y . lificrosoitiVolume Licensing F. Use. Microsoft and/or its: Affliates' trademarks) without Microsoft and/or its Affiliates' express written consent to do so; and G. Lite or disclose a third party's Trade. Secret under or pursuant to this Agreement. Any violation of the foregoing: as describedl in tfils. Subsection c. will be deermed'e material breach of this.Agreement.and the Product Use Rights.. d.• ..Rights and remedies in case of possible infringement or misappropriation. (i) Microsoft's offerings. If Microsoft reasonably believes that a Productoi Fix -may infringe or misappropriate a third -party's intellectual property rights, Microsoft'_ Will Seek to: (1) procure for Registered Affiliatethe right to continue to use the P oduc orFix; or (2) modify or replace :it with a.:functional equivalent to make it non -infringing and notify Registered Affiliate to discontinue use of the prior version, which Registered Affiliate must do immediately, If the foregoing options are not commercially reasonable forMicrosoft, or if required by a valid judicial or government. order, Microsoft may terminate. Registered Affiliate's license or access rights in the Product or FIX: to such' .a case, :Microsoft will provide Registered Afl'lliate;:with notice and refund any; amounts Registered Affiliate has paid for those rights to theProduct or Fix (or for Online, Services,: any:. amount Registered Affiliate has paid in.advancefar unused Online Services). (H) Customer Data or use of nOn-Microsoft software with Online Services. If an unaffiliated third party asserts that Customer :Data or non -Microsoft software or technology used by Registered Affiliate the Online Services violates their intellectual property.rights, Microsoft may ask Customer Registered Affiliate to remove the allegedly infringing item. If Registered Affiliate fails to do so within a reasonable period of time, Microsoft may suspend or terminate the Online Service to which the Customer Data or non -Microsoft software relates. (iii) Obligations of-/ protected party. Registered Affiliate must notify Microsoft promptly writing of a claim' subject to the Subsection titled "Microsoft's agreement to protect" (§14.a.). The Registered Affiliate invoking :its right to protection must (1) give Microsoft: Drimary control over the defense or settlement; and (2) provide -reasonable assistance in defending the claim: Microsoft will reimburse the Registered Affiliate for reasonable out. of pocket expenses ahat.it incurs in providing assistance`. 15. Limrtation'afl ab lit,, : a. Limitation on. liability. The liability of Microsoft and Registered Affiliate, their respective: Affiliates}and contractors arising under this Agreement is limited to direct damagestip to,(1) for Products other than Online. Services, the amount Registered Affiliate was required to pay for the Product giving rise to that liability and (2) for Online Services; the amount Registered Affiliate paid for the Online Service giving rise to that liability during the prior 12 months: to the case of Products provided free: of'charge,. or code that Registered Affiliate is authorized to redistribute ta'. 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 intact, tort (including negligence), strict liability, breach of warranties, or any other legal theory. However, these monetary limitations will not apply to: (i) 'Microsoft's and Registered 'Affiliate's obligations under the section titled."Defense of infringement, misappropriation; and:third party claims"; (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 `grossnegligence" and "negligence," 'grossnegligence' as used in this subsection shall mean "recklessness"); SelectPlus2o12AgrGov(US)SLG(ENG)(O'ot2012) pocurnent>X20-04874 CTM Page 73 of 20. Microsoft':! Vt lume Licensing (ill) liabilities arising out of any breach by either party Of Its Obligations under the section entitled "Confidentiality', except that Microsoft's .liability arising out Of_•'or in relation to. Registered Affiliate Date:. shallin all cases be limited to the :amount Registered Affiliate paid for the Online Service giving rise to that liability during the.priot 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 byeither party of the other party's inteAectual property rights, The provisions hereof shall not be construed or interpreted as a Waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions, of the Colorado Governmental Immunity Act, CRS §24-10-101 et sett, or the: Federal Tort Claims Act,. 28 U:S.C. 2671 et seq., as applicable, as now or hereafter amended.. b. EXCLUSION OF CERTAIN DAMAGES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITl-IER 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 LABILITY 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 THE PARTIES'', RESPECTIVE OBLIGATIONS IN THE SECTION TITLED. "DEFENSE OF INFRINGEMENT, MISAPPROPRIATION, AND THIRD PARTY CLAIMS:' c. Affiliates and Contractors. Neither Microsoft nor Registered Affilate shall bring anya,act01 against the other's Affiliates, or contractorsui respect of any, latter disclaimed on their behalf in this Agreement. 16. Verifying compliance... a. Right to verify compliance. Customer o- Registered Affiliate must keep records relating to the Products that Registered Affiliates use or distribute. Microsoft has the right, to the extent permitted by applicable law, to: verify compliance'_ With the license terms for' Products; .at Microsoft's expense. b. Verification process. and limitations. Microsoft will provide Registered Affiliates`at least 30 days' notice of its intent to verify compliance Microsoft will engage an independent auditor, reasonably acceptable to: Customer, which will be subject to ;a confidentiality obligation consistent with the terms :of. this Agreement Verification will fake place during normal business hours and in a manner that does not interfere unreasonably with Registered Affiliates`'operations:: Registered Affiliates must promptly provide the independent auditor with any information it reasonably requests in furtherance of.the verification, including access to systems running the Products and evidence of licenses for Products Registered Affiliates host, sublicense, or :distribute to: third parties As an afternative, Microsoft may require Registered Affiliates. to ;complete Microsoft's self=audit process relatingto the Products Registered Affiliates use or distribute. Such!Information will be used safely for purposes of determining compliance. c. Remedies for non -corn -010w. if verification or self-audit.reveals any "unlicensed use, Registered Affiliates must.within:.30 days;order sufficient licenses to.cover its use. If there is no unlicensed use, Microsoft will not.uindertake another verification of the same Registered.. Affiliates for at least one year, By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce this Agreement or to protect its intellectual property by any other means permitted bylaw. SelectPlus2O 1 2Ag rGov(US)SLG(ENG):(Oct2012) CTNI Doom. ritX200-04814` Page.14 61'20 AfficrOsativol LIMO Licensing 1,7. Non -Microsoft Softivat0 or Technology. a. Registered Affiliate is solely responsible for any non -Microsoft software or technology that it installs or uses with the Products or Fixes. Microsoft is not a party to and is not bound by any terms governing Enrolls use of non -Microsoft software or technology. Without limiting the foregoing, non -Microsoft software or scripts linked to or referenced from. any Product website., are licensed to Registered Affiliate under the open source licenses used by the third parties that.oWn such code, net by Microsoft. b. if Registered Affiliate installs or uses any non -Microsoft software or technology with the Products or Fixes,it Shall direct and control the installation in, and use of such software or technology in the Products or Fixes, through its actions (e.g., through Registered Affiliate's use of application programming interfaces and other technical means that are part of the Online Service4 Microsoft will not run or make any copies of such non -Microsoft software or technology outside of its relationship with Registered Affiliate.. c. If 'Registered Affiliate installs. or uses `any' non -Microsoft software or technology with the Products or Fix, it may not do so in any way that would subject Microsoft's intellectual property or technology to obligations beyond those included in the Agreement. 18. Mi$ e11aneous. a. Notices to Microsoft, Notices, authorizations, and requests in ,connection with. this Agreement must be sent by regular or overnight mail, express courier, or fax to the addresses and numbers listed in this Agreement:. Notices will be treated as delivered_: on the dateshown on the return receipt or onthe courier or fax confitrnation of delivery.. Microsoft Corporation 4,Legal and Corporate Affairs Volume Licensing Group One Microsoft Way Redmond, WA 98052 USA Via Facsimile:(425) 936-7329 b,. ,Assignment. Either party may assign this Agreement to an Affiliate only. Assignment will, not relieve the assigning party of its obligations under the assigned Agreement if either party assigns this Agreement, it must notify the other party of the assignment in writing. Any other attempt at assignment transfer, or subcontcting without the consent of the other pally shall be void. C; Subcontractors. Microsoft may.use *contractors to perform Services and support Online Services, Microsoft will be responsible for their performance subject to the terms of this Agreement d..:Sev..erabiiity. If a court holds any provision _ of. this Agreerrmeint .to be illegal, invaliid::or unenforceable, the rest of the document will remain in effecta€d this Agreement will be amended_to give effect to the eliminated provision to the maximum extent possible. a, Waiver. A waiver of any breach Of Agreement.ii not a waiver of any other :breach. Any _waiver must be in writing and::.siigned by an authorized representative of the waiving party f. Applicable law; dispute resolution. The terms of this Agreement will be governed. -by the laws of Registered Afliate^s State, without giving effect to its conflict of laws. SelectPlus2012A rGov US SL G oct2Q12 Document X20-04874 9 ( i .` y( : _ . ) X1111! Page 15 of 20 Microsoft. 1 Volume Licensing Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Registered Affiliate's State. g. This Agreement is not exclusive. Customer is free to enter into agreements to license, use or promote non -Microsoft software. h. Entire Agreement. This Agreement, the Product List, all Registration Forms under this Agreement, and the Product Use Rights constitute the entire Agreement concerning the subject matter and supersede any prior or contemporaneous communications. In the case of a conflict between any documents referenced in this Agreement that is not expressly resolved in the documents, their terms will control in the following order: (1) the Colorado Special Provisions, attached as Exhibit A and incorporated by this reference, (2) the terms and conditions of this Agreement and the accompanying signature form; (3) a Registration Form; (4) the Product List; (5) the applicable Product Use Rights; (6) any other applicable documents; and (7) all orders submitted under a Registration Form. i. Survival. Provisions regarding ownership and License rights, fees, Product Use Rights, restrictions on use, evidence of perpetual Licenses, transfer of Licenses, warranties, defense of infringement and misappropriation claims, limitations of liability, confidentiality, compliance verification, open source license restrictions, obligations on termination or expiration and the other provisions in this section entitled "Miscellaneous" will survive termination or expiration of this Agreement and of any agreement in which they are incorporated. j. No transfer of ownership. Microsoft does not transfer any ownership rights in any licensed Product. Microsoft reserves: all rights not specifically granted. The Products are protected by .;copyright and other ' intellectual property rights laws and international treaties. k. Free Products. It is Microsoft's intent that the terms of this Agreement and the Product Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Registered Affiliate is for the sole use and benefit of the Registered Affiliate, and is not provided for use by or personal benefit of any specific government employee. I. Amending the Agreement. This Agreement (except the Product List) can be changed only by an amendment signed by both parties, notwithstanding the provisions of the section "How to know what Product Use Rights apply" (§5) of this Agreement. m. Resellers and other third partiescannot bind Microsoft. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. n. Privacy and Security. Microsoft and Registered Affiliate will each comply with all applicable privacy and data protection laws and regulations (including applicable security breach notification law). However, Microsoft is not responsible for compliance with any laws applicable to Registered Affiliate or Registered Affiliate's industry that are not also generally applicable to information technology services providers. Registered Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this Agreement. Registered Affiliate may choose to provide personal information to Microsoft on behalf of third parties (including Registered Affiliate's contacts, resellers, distributors, administrators, and employees) as part of this Agreement. Registered Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal information to Microsoft. The personal information Registered Affiliate provides in connection with this Agreement will be processed according to the privacy statement available at https://www.microsoft.com/licensing/servicecenter (see footer), except that Product - specific privacy statements are in the Product Use Rights. Personal data collected through Products or Services may be transferred, stored and processed in the United SelectPius2012AgrGov(US)SLG(ENG)(Oct2012) Document X20-04874 CTM Page 16 of 20 Microsoft. I Volume Licensing States or any other country in which Microsoft or its service providers maintain facilities. By using the Products or Services, Customer consents to the foregoing. Microsoft abides by the EU Safe Harbor and the Swiss Safe Harbor frameworks as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of data from the European Union, the European Economic Area, and Switzerland. For Online Services, additional privacy and security details are in the Product use rights. o. Natural disasters. In the event of a "natural disaster", Microsoft may provide additional assistance or rights by posting on http://www.microsoft.com at such time. Copyright violation. Except as set forth in section above entitled "Transferring and reassigning Licenses", the Registered Affiliate agrees to pay for the Product(s) it uses, and comply with the terms of this Agreement and the Product Use Rights. Except to the extent Registered Affiliate is licensed under this Agreement. it will be responsible for its breach of this contract and violation of Microsoft's copyright in the Products, including payment of License fees specified in this Agreement for unlicensed use. U.S. export jurisdiction. Products and Fixes are subject to U.S. export jurisdiction. Customer will comply with all U.S. Export Administration Regulations and International Traffic in Arms Regulation requirements as well as all end -user, end -use, and destination restrictions issued by the U.S. and other governments applicable to this Agreement. For additional information, see http://www.microsoft.com/exportino. r. Taxes. Transaction taxes, including sales tax, are assessed on the Registered Affiliate that registers under this agreement. It is incumbent upon the Registered Affiliate that registers under this Agreement toproperly complete the then current Tax Terms and ConditioRS form for each registration and to suhmtt : appropriate doc urrientation to Microsoft; for purposes of determining the Registered Affiliate's appropriate tax status. Failure to do so may result in the Registered Affiliate paying applicable transaction taxes. Under IRC Chapter 32 (No. 84-730123K) the State is exempt from all federal excise taxes. Under Colorado Revised Statutes Section 39-26-101 and 201 et seq., the State is exempt from all state and local government sales and use taxes. Such exemptions apply when materials are purchased or services are rendered to benefit the State. However, to the extent that certain political subdivisions (e.g. City of Denver) require payment of sales or use tax even though the product or service is provided to the State, the State has entered into a separate agreement with the Reseller Insight Public Sector, Inc. ("Insight") and pursuant to Section 14 E of the Western States Contracting Alliance Participating Addendum for Software Value -Added Reseller Contract (SVAR) between the State and Insight, Insight shall be responsible for paying such taxes without reimbursement from the the State. s. Conflicts of interest. Microsoft_shall not engage in any business or personal activities or practices or maintain any relationships which conflict in any way with the full performance of Microsoft's obligations hereunder. Microsoft acknowledges that with respect to this Agreement, even the appearance of a conflict of interest is harmful to the Customer's interests. Absent the Customer's prior written approval, Microsoft shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Microsoft's obligations to the Customer hereunder. If a conflict or appearance thereof exists, or if Microsoft is uncertain whether a conflict of interest or the appearance thereof exists, Microsoft shall submit to Customer a disclosure statement setting forth the relevant details for Customer's consideration. Failure to promptly submit a disclosure statement or to follow Customer's direction in regard to any apparent conflict constitutes a breach of this Agreement. P. Q- SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Document X20-04874 CTM Page 17 of 20 Afictosoft IV.iume Licensing EXHIBIT A - COLORADO SPECIAL PROVISIONS These Special Provisions apply to all Agreements:!e $,Where n0teekln.italics. A. CONTROLLER'S APPROVAL. CRS §24-30-202 (1:). This Agreement shall not be valid until it has been approved bythe; Colorado State. Controller or designee.. B. FUND AVAILABILITY. CRS §24-30-202(5.5). Financial obligations of -the State payable after the current fiscal year' ate.contingent upon funds for that purpose 'being appropriated, budgeted, and othenivisemade?available. C. GOVERNMENTAL IMMUNITY. No term or condition of this Agreement Shall be construed. orinterpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental Immunity Act, CRS.524-10-101 et seq.,,or the Federal Tort Claims. Act, 28 U:S.C. § 1346(b) and WI et seq., airappltcablenow>.orhereafter amended. D: INDEPENDENT CONTRACTOR Microsoft shall perform its duties hereunder as an independent contractor and not as an employee. Neither Microsoft nor any agent or employee of Microsoft shalt be deemed to be agent or employee of the State. Microsoft and its employees and agents are not entitled to. unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage forMicrosoft or any of its agents or employees. Unemployment insurance benefits will be avallable'to Micrcfsoftand its 'employees and agents only If such coverage is made available by Microsoft or a third 'party. Microsoft_ shall pay when due all applicable employment taxes and income taxes and loca! head taxes incurred pursuant to this Contract. Microsoft shall not have authorization, express or implied,: to bind the State to any:Agreement, liability or understanding, except as expressly set forth herein.: Microsoft-ohall (a) provide and keep in force workers' compensation artd unemployment compensation insurance in the amounts required by law, (b) provide proof thereof when requested by -the State, and (c) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Microsoft. shall strictly comply with allapplicable federal and State laws, rules, and. regulations in effector hereafter established, includhig, without limitation, laws applicable to discrimination-and-u,nfair employment practices. F. CHOICE OF LAW. Colorado law, and rules and regulationsIssued pursuant thereto, shall be applied lnthe. ,interpretation, execution, and enforcement of this Contract Any provision included of incorporatedherein by reference which conflicts with said laws, rules, and regulations, be null and void Any provision incorporated herein by reference which purports to negate thIs or any other Special Provision in whole or in part shall not be valid or enforceable or available in. any action' at law, whether by way of complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision shall not invalidate the remainder of this Contract, to. the extent capable of executton. G. BINDING ARBITRATION PROHIBITED.: The State of Colorado does not agree tobinding arbitration by any extra judicial body or person. Any provision to the contrary in.this Contact or incorporated herein.by shall be null and void. H. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D O02 0Q: .. State or other public funds payable Under this : Agreement shall not be used 'fo `the. acquisition, operation, or maintenance of computer software in violation of federal copyright lawsor applicable licensing restrictions. Microsoft hereby certifies and warrants that, during: the term of this Agreement and -any extensions, Microsoft has and shall maintain in place- appropriate systems and controls to prevent such improper nee of public funds.-lf the°State- determines that Microsoft Is in violation or this provision, the State may<exercise.any. remedy telectPius2012AgtOov(US) SLG(ENG)(O.ct20i2) Document X20-04874 Page 18 of 20 Mil VQ1une Licensing available at law or in equity or under this Contract, including, without.timltation, immediate termination of this Agreement and any remedy consistent with federal bopyrig ht laws or applicable.licensing restrictions. 1$-208 and 24-50-507: L EMpLOYEE FINANCIAL INTERESTICONFLICT OF INTEREST. CRS §§24- The signatories aver that to their knowledge, no employee &ihe State has any personal or beneficial interest Whatsoever in the service or property described in this:. Contract. Microsoft has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance Of Microsoft's services and Microsoft shalt not employ any person having such knovvnjnterests. J. VENDOR OFFSET. CRS _;§ 24-30-202.[1) and 24-30-202.4. 3.5 the State [Not applicable to. intergovernmental Agreements] Subject to CRS §24-30-202.4 )� Controller may withhold payment under the State's vendor offset intercept system for debts. owed to State agencies for. (a) unpaid child support debts or child support arrearages; (b) unpaid rbalances of tax, accrued Interest, or other charges speedied. in CRS §39-21-101, et :seq.; (o) unpaid loans due to the Student Loan Division of. the. Department of Higher Education; (d) amounts required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State as a result of final agency determination Orjudicial action. K. PUBLIC CONTRACTS FOR:SERVICES. CRS §8=11.5'101.. [Not applicable to Agreement* relating to the offer, issuance, orsale of securities, investment advisory services or fund maneml'ientselvices, sponsored projects, intergovernmental Agreements,, or information technology services or products and services] Microsoft certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who willPerform work under this Agreement and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Contract, through participation in the E -Verify Program or the State program established pursuant to CRS §8.-17.5-'1022(5)(c), Microsoft shall not knowingly employ or contract with an illegal alien to•perform work under'this Agreement or enter into a contract with a Subcontractor that fails to certify to Microsoft that the Subcontractor shall not knowingly-, employ or contract with an illegal alienjo perform work under this Contract.. Microsoft (a) shall not use E -Verify Program or State program procedures to undertake, pre- employment screening of job applicantsawhile this Agreement is being performed, (b) shall notify the Subcontractor and the contracting State agency within three days if Microsoft has actual knowledge;that a Subcontractor is employing or contracting with an illegal.alien for work underthlg:Cantraet, (c) shall terminate the-sitbcantract if a Subcontractor does rtotstop employing or contracting with,,,the illegal alien within' three. days of receiving the notice, and (d) shall comply with reasonable requests made>,in the course of an investigation; undertaken pursuant to CRS &17.5-102(5), by the ColOratio Department of Labor and mployment If . Micro:5o€t participates in the State progrdtYlt,MicTosait shalt deliver to the contracting State: a agency, Institution of Higher Education or political subdivision, a written, notarized affirmation, affirming that Microsoft has examined the legal work status of such employee, and shall comply with all of the other requirements of the State program. If Microsoft: tabs to comply with any requirement of this provislofrorCRS §8-17.5-101 et sera,. the contracting. State agency, Institution of higher'educationor political division may terminate this Agreement for breachand, ff:so terminated, Microscj't.s'halt be liable for damages. SelectPlus2012AgrGov(US)SLG(ENG)(0c12012) Document X20.04874 Page 19 .of 20 EXHIBIT B- PRODUCT USE RIGHTS [Electronic copy retained by both parties' L his amendment must be attached to a signature form to be valid. SelectPIusAgrAtir nd(WuuI(EN.G)(O QQIf) GTM BD Pg0.200,20 ,iof#'I Volume: Licensing Previous: EEnroilrrient(s)/A.greement(S) Form Entity Name: State of:Colorado -Governor's Office of Information Technology (O1T) Contract that this form:.iJ attached to: Select Plus Affiliate Registation r I Fo- the t� i!';.rj es of this Yuan "entity car mean the sigripg entity, OLstomer, Enrolled Aftili Covernmeht P -n ri r, •.nctitution, Q( utlld(' arty enterTh.` I tV 3' Villlli"ia lieensi(in prograft! ;i:reern eid. :? Please provide a description of the previous Enrollment(s), Agreement(s)...and/of Affiliate Registration(s) being renewed or consolidated Into the new contract identified above. a. Entity may select below any previous contract(s) from which to transfer MSDN subscribers to this new contract.. Entity shall ensure that each MSDN subscriber transferred is either properly licensed under the new contract.oris°.removed. b. Entity ;nay select below only one tireVioUs contract from which t* transfer the Software Assurance (SA) Benefit details, i.e., benefits contact (not Me; SA manager) and the program codes, to this new ntract. a. An Open.. License cannot `b;3 used to transfer eithe' theSA Benefit details. Or: il4SDN subscribers; d. The date of the earliest expiring Enrolimeni/Agreem. `that ontains. SA.or Online Services will be ,,,,,effective date of thenew contractt (or SA;coverage pe fod for Select Plus). =4wR ;e.; .,Please ;is Enroomer►t7A' *ract. -e number and expiration date.: 'of the lifs.defliet, -"iexpiritui. reement wit SA or,0nline. Servicesin the appropri to fields -of the new Description us ►fiber Afmiettvittial �ratll}n). Details Select Enrollment - 289(3769 12/31/2012 Subscribers!. O J . Cf- 0 O O. O 04ge}bf2 LI 1 0 -- PrevEnrAgrForm(W W)(ENG)(Jui2011) Page 2 of 2 Microsoft Volume Licensing Select Plus Affiliate Registration Form State and Local Registration Type Resetler to complete Agreement Number Microsoft or Resetler to complete Qualifying Contract Resetler fa complete Lead Affiliate 0 Additional Affiliate ❑ Lead Affiliate Public Customer Number (PCN) Resetler to complete Additional Affiliate Public Customer Number (PCN) Resetler to complete Change Affiliate Anniversary Month Resetler to complete January By registering, Registered Affiliate accepts and agrees to be bound by the terms of the agreement and any applicable attachments (the "agreement"), and will be allowed to acquire Products in accordance with the Agreement. If Registered Affiliate registers as an Additional Affiliate, Registered Affiliate represents that the Additional Affiliate is an eligible entity of the Lead Affiliate identified above. This registration is valid when accepted by Microsoft and until it is terminated. Registered Affiliate will receive an acceptance notification confirming the effective date of this registration. Microsoft may refuse to accept a registration if there is a business reason for doing, so. Either party may terminate this registration for any reason with 60 days advance written notice. Terminating this registration will terminate the Registered Affiliate's ability to place`Orders.under the agreement Each Registered Affiliate may qualify for and receiveadditional benefits by electing Software Assurance membership.. By electing; Software Assurance membership, the Registered Affiliate is committing to include Software Assurance with every eligible Order. To make this election, complete and submit the Select Plus Software Assurance Membership Election Form. Qualifying systems Licenses. The operating system Licenses granted under this program are upgrade Licenses only. Full operating system Licenses are not available under this program. If Customer selects the Windows Desktop Operating System Upgrade, all qualified desktops on which the Customer runs the Windows Desktop Operating System Upgrade must be licensed to run one of the qualifying operating systems identified in the Product List at httpalwww.microsoft.com1lirejsing/contracts. Exclusions are subject to change when new versions of Windows are released. In order to use a third party to reimage the Windows Operating System Upgrade, Registered Affiliate must certify that it has acquired qualifying operating system licenses. See the Product List for details. 1. Primary Contact Information. Registered Affiliate must identify an individual from Inside its organization to serve as the primary contact. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. Name of entity* State of Colorado - Governor's Office of Information Technology (OIT) Contact name*: First Sean Last Zimmerman Contact email address* sean.zimmerman@state.co.us Street address* 601 East 18th Avenue, Suite 150 City* Denver State* CO Postal code* 80203 Country* US Phone* 303-764-7769 SeiecfPlus2012ARFGov(US)SLG(ENG)(Oct2012) Page 1 of 3 Document X20-04921 Tax ID " indicates required fields 2. Notices and online adrninisttater.. This individual receives: notices. -trey are also the onliiine:Administrator'for-the. Volume Licensing Service Center.and may grant amine tiecess to ethers.: El Same as prFinary contact. Name of entity* State of Colorado-'Govemor's Office of Information Technology (O1T) Contact name":. First OIT Lest:Cbntracts Contactemail address* OIt_Contracts@state.co.us Street. address' 601 East :18th Avenue, Suite.1=60 City Denver State* CO Postal code* 80203 Country' US Phone* 303.764-7700 O This contact is a third party (not the Registered Affiliate). Wamin This contact receives personally :identifiable information of the Registered Affiliate. indicetes required fields 3. Language preferencO Select the language for notices. English 5. Rese jefinformation.° Reselier comiany name*NInsight Direct USA; Inc (6154 662) Street address (P© box,a Will not be accepted)* 6820 S i I rl Ave City Tempe State` AZ Postal codedO283 Country* US ��j•,t Contact name* Software 'ConttaCt.Support Phone`: 666-4C6-8990 .. Contact email address* contractstipport@iiisightcOlTi - in:,acates required fields . The undersigned'corifi'rrns that the information is correct Name of Reseller* Insight'.Direct USA, Inc (61548062) C.l Signature* Printed name* Kevin Osterniien Printed title* Director - Sale. Operations Date* 4.9ZI/3/2 'i3 * indicates required fields Changing a Reseller. If Microsoft or Reseller Chores to discontinue doing business with one another. Registered Affiliate must choase a replacement Reseller. If Registered Affiliate or Reseliers"'intends to terminate their relationship, the Initiating party it must notify Microsoft and the other party, . using a form provided by Microsoft at least 9.0. days.priorto the date on which the change is to take effect. S el a ctP lu s 2012ARFOov(US)SLG(ENQXO e12 012}. • R: :,:Of>3. .[faclanerilAze-)4921 Only valid if attached to a signature form. O. Supplemental Contacts. Customer's 'Notices Contact identified above is the default contact for administrative and other communications. However, Customer may designate additional contacts using the Supplemental Contact Information form. 7. Software Assurance Membership Election. Each Regiistered.. Affiliate • may qualify for and receive additional benefits with Software Assurance membership...ey electing'Softuvare Assurance membership below, Registered Affiliateis committing for a minimum periodof one- year to include Software Assurance with every eligible Order, and to maintain Software Assurance for all copies of Products licensed under this program for at least one Product pool. Note: If "Yes" is marked, orders for Licenses without Software Assurance will. not be accepted. seiedPtus2012ARFGOriS;JSALG(ENRO i2Qa2) Page of 3 Document X20-04921 ivi cicSo' Program Signature Form MBA/MBSA number Agreement number 6370469 Volume Licensing 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 meanthe signing entity, Enrolled Affiliate,,Government, Partner, Institution, or other party entering into,a volume licensingiprograrr 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> <Choose Agreement> <Choose Agreement> <Choose Agreement> <Choose Agreement> Select Plus Affiliate Registration Form: <Choose Enrollment/Registration? <Choose Enrollment/Registration> <Choose Enrollment/Registration> <Choose Enrollment/Registration> X20-04921 Number or Code 10, ,11 Bysigning 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. Customer Name of Entityi(t., legal entity name)* Weld County Government Signature* d/ Printed First and Last Name* William F. Garcia Printed Title* Chair, Board of Weld County Commissioners Signature Date* JUL 2 2 2013 Tax ID 84-6000-813 * indicates required field aoK5 - /f4Si ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oct2012) Page 1 of 3 Microsoft Affiliate Microsoft Licensing, GP Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Effective Date (may be different than Microsoft's signature date) crosoit Licensing, G JUN 292013 Jason Hamill Duly Authorized on behalf of Microsoft Licensing, GP Optional 2nd Customer signature or Outsourcer signature (if applicable) Customer 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 Last Name* Printed Title* Signature Date* r. * 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 Licensing, GP Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MU(ENG)(Oct2012) Page 2 of 3 Prepared By: Cindy Krogh ckrogh@insight.com ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oct2012) Page 3 of 3 Microsoft Volume Licensing Select Plus Affiliate Registration Form State and Local Registration Type Reseller to complete Agreement Number Microsoft or Reseller to complete Qualifying Contract Reseller to complete Lead Affiliate ❑ Additional Affiliate 6370469 Lead Affiliate Public Customer Number (PCN) Reseterto complete Additional Affiliate Public Customer Number (PCN) Reseller to complete Change Affiliate Anniversary Month Reseller to complete 83F6C03F January By registering, Registered Affiliate accepts and agrees to be bound by the terms of the agreement and any applicable attachments (the "agreement"), and will be allowed to acquire Products in accordance with the Agreement. If Registered Affiliate registers as an Additional Affiliate, Registered Affiliate represents that the Additional Affiliate is an eligible entity of the Lead Affiliate identified above. This registration is valid when accepted by Microsoft and until it is terminated. Registered Affiliate will receive an acceptance notification confirming the effective date of this registration Microsoft may refuse to accept a registration if there is a business reason for doing so. Either' party may terminate this registration for any reason with 60 days advance written notice. Terminating this registration will terminate the Registered Aiffiilate's.ability to place Orders under the agreement. Each Registered Affiliate may qualify for and receive additional benefits by electing `Software Assurance membership. By electing Software Assurance membership, the Registered Affiliate is committing to include Software Assurance with every eligible Order. To make this election, complete and submit the Select Plus Software Assurance Membership Election Forrrt. Qualifying systems Licenses. The operating system Licenses granted under this program are upgrade Licenses only. Full operating system Licenses are not available under this program. If Customer selects the Windows Desktop Operating System Upgrade, all qualified desktops on which the Customer runs the Windows Desktop Operating System Upgrade must be licensed to run one of the qualifying operating systems identified in the` -Product List at httpa/www.microsoft.com/licensing/contracts. Exclusions are subject to change when new versions of Windows are released. In order to use a third party to reimage the Windows Operating System Upgrade, Registered Affiliate must certify that it has acquired qualifying operating system licenses. See the Product List for details. 1. Primary Contact Information. Registered Affiliate must identify an individual from inside its organization to serve as the primary contact. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. Name of entity* Weld County Government Contact name*: First Julie Last Jordan Contact email address* jjordan@co.weld.co.us Street address* 1401 N 17th Ave City* Greeley State* CO Postal code* 80631 Country* US Phone* 970-304-6570 x2542 SelectPlus2012ARFGov(US)SLG(ENG)(Oct2012) Page 1 of 3 Document X20-04921 Tax ID * indicates required fields 2. Notices and online administrator. This individual receives contractual notices. They are also the online Administrator for the Volume Licensing Service Center and may grant online access to others. ❑ Same as primary contact Name of entity* Weld County Government Contact name*: First IS Last Team Contact email address* IS-MicrosoftVolLicDistro@co.weld.co.us Street address* 1401 N 17th Ave City* Greeley State* CO Postal code* 80631 Country* US Phone* 970-304-6570 ❑ This contact is a third party (not the Registered Affiliate). Warning: This contact receives personally identifiable information of the Registered Affiliate. * indicates required fields 3. Language preference. Select the language for notices English 5. Reseller information. Reseller company name* Insight Direct USA{ Inc (61548062) Street address (PO boxes will not be accepted)* 6820 S Hari Ave' City* Tempe State* AZ Postal code* 85283 Country* US Contact name* Software Contract Support Phone* 866-466-8990 Contact email address* contractsupport@insightcom * indicates required fields The undersigned confirms that the information is correct. Name of Reseller* Insight Direct USA, Inc (61548062) Signature* Printed name* Kevin Osterman Printed title* Director - Sale Operations Date* * indicates required fields Changing a Reseller. If Microsoft or Reseller chooses to discontinue doing business with one another, Registered Affiliate must choose a replacement Reseller. If Registered Affiliate or Resellers intends to terminate their relationship, the initiating party it must notify Microsoft and the other party, using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. SelectPlus2012ARFGov(US)S LO (EN G) (Oct2012) Page 2 of 3 Document X20-04921 6. Supplemental Contacts. Customer's Notices Contact identified above is the default contact for administrative and other communications. However, Customer may designate additional contacts using the Supplemental Contact Information form. 7. Software Assurance Membership Election. Each Registered Affiliate may qualify for and receive additional benefits with Software Assurance membership. By electing Software Assurance membership below, Registered Affiliate is committing for a minimum period of one year to include Software Assurance with every eligible Order, and to maintain Software Assurance for all copies of Products licensed under this program for at least one Product pool. Note: If "Yes" is marked, orders for Licenses without Software Assurance will not be accepted. SelectPlus2012ARFGov(US)SLG(ENG)(Oct2012) Page 3 of 3 Document X20-04921 Hello