Solution Provider Agreements and ancillary documents(07.2013) Microsoft Solution Provider ... The SPA channel program is intended for companies that sell ... or license in or to any

APOC/MSKK

Solution Provider Agreement (SPA)This Microsoft Solution Provider Agreement (the “SPA”), is between Microsoft Japan Company Limited, a Japan corporation, (“Microsoft”) and the company named below. The SPA will be effective on the later date of signing by the parties (“Effective Date”). It will expire on the one year anniversary of the Effective Date (“Expiration Date”), unless extended according to section 10(a).

The SPA consists of:

The terms and conditions below;

The SPA Profile Form;

The Online Services Schedule (if applicable);

The Dynamics Price List;

The Discount Schedules; and

The Program Terms of the PLLP (if applicable).

Addresses and contacts for notices

The parties must address any notices related to the SPA to the contacts and locations listed below for Microsoft, and on the SPA Profile Form for Company. Either party may change these contacts by providing 30 days’ prior Written Notice to the other party.

Microsoft Japan Co., Ltd.Attn: Microsoft Dynamics Operation Team (Gyomu Kanri bu)Shinagawa Grand Central Tower 2-16-3Konan Minato-ku, Tokyo 108-0075 Japan

Email: [email protected]

The individual signing this SPA on behalf of Company represents and warrants that he or she has full authority and power to do so.

Agreed and accepted

Microsoft Japan Co., Ltd. Company:

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

Microsoft Solution Provider Agreement (APOC/MSKK) Page 1 of 29(7.2013)

mailto:[email protected]

Documents and Steps Required for SPA Submission (please see the SPA Guidelines for full details)

Become a member of the Microsoft Partner Network (MPN);

Sign the SPA for the Regional Operations Center (ROC) where Company is located;

Sign any related Addenda;

Complete the SPA Profile Form; and

Complete the credit application if required.

Submit Certificate of Incorporation (COI)

NOTE: If Company is located in any of the following countries; this is the correct form to sign. If your country is not listed below, please go to PartnerSource https://mbs.microsoft.com/partnersource/partneressentials/spa/spa to find the correct form.

Japan

Microsoft Solution Provider Agreement (APOC/MSKK) Page 2 of 29 (07.2013)

https://mbs.microsoft.com/partnersource/partneressentials/spa/spa.htm?printpage=false

SECTION 1 Purpose

The SPA gives Company the non-exclusive right to give Licensed Software and Services to Customers. The SPA channel program is intended for companies that sell primarily to external customers, not primarily for sales to the same entity that executes the SPA or its Affiliates.

SECTION 2 Definitions

(a) "Addendum" means an addendum to the SPA that:

(1) Grants Company the right to give specific Licensed Software (that is not included on the Product Schedule) or Services to Customers; and

(2) Sets forth additional terms that are specific to the Licensed Software or Services.

(b) “Affiliate” means any legal entity that a party owns, that owns a party, or that is under common ownership with a party. “Ownership” means, for purposes of this definition, directly or indirectly, control of more than 50% interest in any entity.

(c) “Authorized Loc/Trans” means an Authorized Localization or Authorized Translation.

(d) “Authorized Localization” means a particular Localization for a particular Geographic Region that does not compete with any Localization created or marketed by Microsoft for such Geographic Region, together with any hot fixes, service packs, feature packs, error corrections or updates given by a Company Party under Schedule B.

(e) “Authorized Translation” means a particular Translation of any Licensed Software for a particular Geographic Region that does not compete with any Translation created or marketed by Microsoft for such Geographic Region, together with any hot fixes, service packs, feature packs, error corrections or updates provided by a Company Party under Schedule B.

(f) “Authorized Work” means a Customization or an Authorized Localization or an Authorized Translation.

(g) “BREP” means Business Ready Enhancement Plan.

(h) “Checkpoint Revenue” means the total value for all licenses and Services sold, based on the estimated retail price from the Dynamics Price List for Customer’s pricing region less any Customer discounts, Global Volume Agreement (GVA) discount, promotions, or other discounts the Company and Microsoft have agreed to that are recorded in Microsoft’s transactional systems. This measure particularly excludes partner discounts.

(i) “Company” means the entity listed on the first page of this document that has executed this SPA with Microsoft.

(j) “Company Parties” means Company and its Recorded Affiliates.

(k) “Confidential Information” means non-public information, know-how and trade secrets in any form, that:

(1) Is designated as being confidential; or

(2) A reasonable person knows or reasonably should understand to be confidential;

(3) The following types of information, however marked, are not confidential information. Information that:

(i) is, or becomes, publicly available without a breach of the SPA;

(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; or

(v) is a comment or suggestion one party volunteers to give to the other party about the other’s business, products or services.


Information available to any Company Party on VOICE or PartnerSource is Confidential Information.

(l) “Customer” means anyone who acquires Licensed Software or Services from Company for their own use and not to resell, redistribute or use for commercial hosting.

(m) “Customer Acknowledgment Agreement” means the Customer Acknowledgment Agreement published by Microsoft from time to time on PartnerSource at https://mbs.microsoft.com/partnersource/partneressentials/pllp/licenseagreement.htm.

(n) “Customer Agreement” has the meaning given to it under section 6(c).

(o) “CustomerSource” means the Microsoft website for customers at https://mbs.microsoft.com/customersource/ or any alternative site Microsoft may designate in its place.

(p) “Customizations” means:

(1) any configuration, modification or other change a Company Party makes to the Licensed Software or Services to meet a Customer’s specific business needs; or

(2) any software that a Company Party independently develops for Customers that works with the Licensed Software.

(3) Customizations are not Localizations or Translations.

(q) “Discount Schedules” means the Microsoft discount schedules for the Licensed Software, as posted on PartnerSource https://mbs.microsoft.com/partnersource/partneressentials/spa/spa.

(r) “Documentation” means any electronic or written aids or specifications Microsoft develops for the Licensed Software and makes available to Company or its Customers.

(s) “Dynamics Price List” means the Microsoft price list for the Licensed Software, as posted on PartnerSource https://mbs.microsoft.com/partnersource/pricing/.

(t) “EU/EFTA” for the purposes of this SPA only, EU/EFTA means all countries in the European Union and in European Free Trade Association as well as those countries listed under that region in the Dynamics Price List. EU/EFTA is deemed a single location.

(u) “Excluded License” has the meaning given to it in section 5(d)(10).

(v) “Geographic Region” means the geographic region for distribution of each Licensed Software product, listed in the Product Schedule.

(w) “Government Authority” means any national, federal, regional or local governmental agency, administration or other governing body in a Geographic Region that has the power and/or authority to make and/or enforce laws, regulations or other mandatory requirements, issue administrative decisions and/or adjudicate disputes regarding the tax, financial, accounting or business reporting duties of legal entities.

(x) “Licensed Software” means the Microsoft software and other offerings on the Dynamics Price List. The Licensed Software may include:

(1) Software;

(2) Documentation; and

(3) Other Microsoft materials from Microsoft’s Affiliates (or licensed by Microsoft’s Affiliates) including any Microsoft technology (including software fixes limited to the Microsoft software covered by an addendum), documentation, information, materials and other benefits given to Company under the SPA.

(y) “Localization” means any modification to, addition to and/or adaptation of the Licensed Software to enable or include certain features and/or functionality in the Licensed Software to conform to the applicable Regulatory Requirements (including, without limitation, versions and updates of the Licensed Software, user assistance tools and/or end user documentation).


https://mbs.microsoft.com/partnersource/pricing/

https://mbs.microsoft.com/partnersource/partneressentials/spa/spa

(z) “MESA” means the Microsoft Customer Electronic Service Agreement, as described in section 6(a)(4).

(aa) “MSCORP” means Microsoft Corporation, a company organized under the laws of the State of Washington, U.S.A.

(bb) “MS Materials” means Documentation, Modifiable MS Code, MS Toolkit (as defined in Schedule B) and any other materials given by Microsoft under this SPA.

(cc) “Online Services Schedule” means the schedule with that name included at the end of this document.

(dd) “PartnerSource” means the Microsoft website at https://mbs.microsoft.com/partnersource/default or any alternative site Microsoft may designate in its place.

(ee) “PLLP” means the Microsoft Dynamics Partner Localization and Translation Licensing Program described by Microsoft on PartnerSource at https://mbs.microsoft.com/partnersource/partneressentials/pllp. PLLP includes the “PLLP Program Terms”, which are the terms and conditions of the PLLP, published by Microsoft on PartnerSource.

(ff) “Product Schedule” means the attached Schedule A.

(gg) “Recorded Affiliate” means an Affiliate of a SPA Partner who signs a Recorded Affiliate Agreement.

(hh) “Recorded Affiliate Agreement” means an agreement entered into by Company’s Affiliate and Microsoft under the SPA that allows Company’s Affiliate to receive the rights granted to Company in its SPA.

(ii) “Regulatory Requirement” means any statutory and/or regulatory requirement (e.g. tax, accounting, financial or statutory reporting) published or otherwise issued by a Government Authority about legal entities doing business in a particular Geographic Region, including any modifications, amendments, restatements, revisions, updates or other changes to such Regulatory Requirements.

(jj) “Self-Help Code” means any virus, malware, Trojan horse, back door, time bomb, drop-dead device, or other routine, code, algorithm, software, hardware component or other mechanism designed or used to: (A) disable, erase, alter or harm any Microsoft software (including the Licensed Software), the code of any third party, or any other product or any computer system, program, database, data, hardware or communications system, automatically with the passage of time, or under the control of, or through some affirmative action by, a Person other than the Customer; or (B) access any computer system, program, database, data, hardware or communications system of any Customer or any of its Affiliates.

(kk) “Services” means the Microsoft services on the Dynamics Price List and any services given as a benefit under a Business Ready Enhancement Plan. The services may include:

(1) Maintenance support;

(2) Advanced product support;

(3) Online Services for Dynamics ERP products (as defined in Schedule C); or

(4) Other benefits that Microsoft may offer.

Company must offer and deliver Services to Customers, if available, as outlined in section 6 (Company’s duties) of this SPA and the Online Services Guide (as defined in Schedule C).

(ll) “Software License Terms” or “SLT” means the end user license agreement (previously referred to as the end user license agreement (”EULA”)), that governs use of the Licensed Software by Customers. SLT includes the current SLT and any amendments.

(mm) “SPA Guidelines” means the content located on the SPA pages on PartnerSource: https://mbs.microsoft.com/partnersource/partneressentials/spa/spa. The SPA Guidelines also include the Global Partner Operational Handbook document, which is provided in a link in the SPA Guidelines. This document gives guidance on topics such as the various agreements related to the Dynamics channel, partner and customer web portals, information on pricing and ordering, partner support, and credit services.

(nn) “SPA Partner” means a company that signs the SPA.


https://mbs.microsoft.com/partnersource/partneressentials/pllp

https://mbs.microsoft.com/partnersource/default

(oo) “SPA Profile Form” means the Microsoft form titled the ‘SPA Profile and Licensed Software Product Selection Form’ where Company has indicated those Licensed Software products it intends to distribute, subject to the terms of the SPA.

(pp) “SPA Website” means the SPA home page located on the Microsoft Partner Network (MPN) at https://partner.microsoft.com/global/40014003. The SPA Website gives additional information relating to the SPA.

(qq) “Translation” means interpretation of the meaning of text in one language and the production in another language the equivalent text that communicates the same meaning taking into account a number of factors including, without limitation, context, rules of grammar, writing conventions, expressions, accommodation for script directionality, double-byte characters, length of words and phrases, idioms and the like, without changing the functionality or features of the item to be translated.

(rr) “Use” means when the Licensed Software or Services are first “run” or “used” (including copying, installing, accessing, displaying or otherwise interacting with other software or an end user).

(ss) “Written Notice” means notice in writing, by email, or by any other reasonable means recognized by the law of the applicable jurisdiction.

SECTION 3 General

(a) The SPA Profile Form. The SPA Profile Form identifies the Licensed Software and Services that Company Parties are allowed to give to Customers. Company’s ability to order Licensed Software is conditioned upon passing the product-specific exam and assessment requirements as described in section 3(d). Customers may acquire Licensed Software or Services from others, including directly from a Microsoft Affiliate, at any time without notice to Company.

(b) Changes to the SPA

(1) Microsoft will give Company at least 90 days’ notice via PartnerSource if Microsoft:

(i) Raises the price of any Licensed Software or Service, or

(ii) Changes a Discount Schedule.

However, upward price corrections in the EU/EFTA region due to currency exchange alignment versus the Euro (or versus the Danish Krona for Microsoft Dynamics C5) will not be deemed a Licensed Software or Services price increase and will be subject to 30 days’ notice via PartnerSource.

(2) If Microsoft offers a new version of any Licensed Software or Service listed on the Product Schedule, Company Parties must offer the new version to Customers as soon as possible, but no later than 12 months after the commercial release of the new version in the Geographic Region.

(3) If Microsoft removes any Licensed Software or Service from the Dynamics Price List and does not plan to replace it with a newer version, Microsoft will give Company one-year notice via PartnerSource.

(4) If Microsoft decides to remove a module, granule or other component of Licensed Software from the Dynamics Price List without removing the Licensed Software entirely, Microsoft will give Company at least 120 days’ notice via PartnerSource.

(5) Microsoft will use commercially reasonable efforts to give Written Notice if it withdraws any Licensed Software or Service due to a claim against Microsoft or a Microsoft Affiliate or according to a court or other governmental order. Following Microsoft’s Written Notice, Company must immediately stop exercising rights for any Licensed Software or Service that Microsoft removes from a Dynamics Price List for these reasons. Failure to do so is a material breach of this SPA and such a breach may result in immediate termination on notice, without opportunity to cure.

(6) Microsoft is not required to give Written Notice if it adds new technology software (including upgrades of Licensed Software) or Services to the Dynamics Price List.


https://partner.microsoft.com/global/40014003

(c) Ordering. Company’s ability to order Licensed Software is conditioned on complying with the SPA Guidelines and passing the product-specific exam and assessment requirements described in section 3(d) below. The SPA Guidelines outline the process for ordering Licensed Software and Services from Microsoft. Information about the ordering process for Online Services is in the Online Services Schedule and the Online Services Guide. Customers may acquire Licensed Software or Services from other parties, including directly from a Microsoft Affiliate, at any time without notice to Company.

(d) Exam and assessment requirements. Company must meet the exam and assessment requirements set forth in the SPA Guidelines at https://mbs.microsoft.com/partnersource/partneressentials/spa/spa before being able to place orders under the SPA. If Company places an order for Licensed Software and it has not met the exam or assessment requirements, Microsoft will reject that order. If an employee leaves Company, and as a result, Company no longer meets the exam and assessment requirements, another employee at Company must pass the exam and assessment requirements within 90 days of the qualified employee’s departure. Microsoft may change the exam and assessment requirements at any time and will give six months’ notice via PartnerSource of any such change. Certified individuals (identified by Microsoft Certified Partner Identification (MCP ID) numbers) must be registered with only a single SPA Partner. For example, two SPA Partners cannot share the same MCP ID in order to meet exam requirements.

(e) Microsoft Partner Network membership. Company must be a member of MPN before submitting the SPA for signature and Company must maintain its membership during the term of the SPA. The URL to become a member is https://partner.microsoft.com/global/program.

(f) SPAs for subsequent years. Company’s entrance into the SPA program is at Microsoft's sole discretion. Microsoft has no obligation to enter into a new SPA with Company on termination or expiration of this SPA.

(g) Customers. Company acknowledges that as licensor of the Licensed Software, Microsoft may contact Customers at any time with information that Microsoft deems appropriate relating to the Licensed Software and Services provided by Microsoft.

SECTION 4 License grant

Microsoft grants Company Parties a non-exclusive, non-transferable, limited license to distribute the Licensed Software indicated on the SPA Profile Form and Services directly to Customers. Multiple tiers of distribution of Licensed Software or Services, including, without limitation, distribution directly or indirectly using partner consortiums or other similar organizations, are not permitted. Subject to this SPA and the related Schedules, Company Parties may also create Customizations and certain Localizations and Translations (as described below) to the Licensed Software and give them to Customers. Company Parties’ license to distribute the Licensed Software is limited by any applicable export restrictions or country-specific restrictions. Company Parties’ license is also subject to the restrictions specified below.

(a) Distribution rights. Company Parties can only distribute Licensed Software or Services directly to Customers. Microsoft grants no additional distribution rights under the SPA. After Microsoft gives relevant Customer-specific access codes, Company Parties may make one copy of the Licensed Software in order to give Licensed Software to that specific Customer. Company Parties must not permit Customers to use the Licensed Software with or through any of Company’s license keys. Only licenses and registration keys released by Microsoft for Use by the Customer are permitted.

(b) Documentation. Company Parties may give Documentation to Customers in print or electronic form together with the Licensed Software. Company Parties must not distribute the Documentation as part of any publication for sale apart from the Licensed Software unless allowed by the Dynamics Price List. Company Parties must not create Authorized Works of the Documentation except as specifically allowed by this SPA.

(c) Software and Services license terms. The SLT for the Licensed Software governs Customer’s use of the Licensed Software. Microsoft will make the SLT and Services terms available to Company Parties by posting the most recent version on PartnerSource https://mbs.microsoft.com/partnersource/partneressentials/agreements/dynamics_slt/. Microsoft may also give the SLT and Services terms directly to Customers either on CustomerSource or by other reasonable means. The Product Schedule, Addenda or PartnerSource may include additional delivery requirements for these license terms. Company Parties must present a hardcopy of the SLT


https://partner.microsoft.com/global/program

https://mbs.microsoft.com/partnersource/partneressentials/spa/spa

and Services terms (and other documents as Microsoft may require) to the Customer before or at the time the Customer enters into its Customer Agreement. On presentation of the hardcopy of the SLT and Services terms, Company Parties will notify Customer that the most current SLT is available online on CustomerSource, and that the terms that apply to their purchase of a license or Service are the terms available online on the date of purchase. If a Company Party upgrades or installs any additional modules on behalf of a Customer, that Company Party must present the terms of the then-current SLT to Customer before or at the time of upgrade. Microsoft will give Company notice via PartnerSource of any substantive changes to the SLT or Services terms. It is Company Parties’ responsibility to check PartnerSource for any recent updates to the SLT or Services terms. The SLT and Services terms will specify where and how Customers can use the Licensed Software and Services. Company Parties must not modify the terms or conditions of the SLT or Services terms.

(d) Affiliates. Company’s Affiliates can receive the rights granted to Company in its SPA if they sign a Recorded Affiliate Agreement. Company guarantees the performance of its Recorded Affiliates under this SPA. Company will indemnify Microsoft for any breach of this SPA by its Recorded Affiliates or for any other acts or omissions of its Recorded Affiliates relating to the rights and duties under this SPA. Company must submit Recorded Affiliate Agreements to Microsoft in the manner set forth in the SPA Guidelines. Company’s Affiliates may also enter into their own SPA with Microsoft that is separate from Company’s SPA.

SECTION 5 Limitations

The rights granted in the SPA are subject to the following limitations:

(a) Dangerous applications. Company Parties must not provide any Licensed Software for use in controlling the operation of equipment in any nuclear facilities, aircraft navigation, aircraft communications or flight control systems, air traffic control, mass transit, medical equipment (FDA class 2 or 3, or equivalent), or weapons systems, or in any other applications in which the failure of the Licensed Software could lead directly to death, personal injury, or severe physical or environmental damage.

(b) Full functionality. Company Parties must deliver the Licensed Software to Customers in its entirety. Company Parties may configure and customize the Licensed Software as described in Documentation. However, Company must not adversely affect the full functionality of the Licensed Software. In addition, Company Parties must not alter any information in any financial applications of the Licensed Software that could damage the integrity of data files, audit trails, or modify data to deviate from set accounting rules, regulations, authoritative pronouncements, principles and practices that apply to Customers.

(c) Implementation Partner. Company agrees that it is the implementation partner for more than 70% of its combined license sale transactions during the term of the SPA. An implementation partner is a SPA Partner that performs Licensed Software implementation services for a Customer. SPA Partners must perform these implementation services through their own employees or with paid contractors (either individual contractors or agencies of multiple individual contractors).

(d) Other limitations. The following additional limitations apply:

(1) Company Parties’ rights are expressly limited to the rights described in the SPA. Microsoft does not transfer any of its intellectual property rights in or to the Licensed Software or MS Materials to any Company Parties;

(2) No Company Party will register, apply for or take any other action to acquire any right, title or interest with respect to any copyright, trademark, trade name, product name, patent or other proprietary right of Microsoft or any of its Affiliates in any jurisdiction, whether or not Microsoft or any of its Affiliates has taken any action to effect, perfect, register or enforce such rights in such jurisdiction;

(3) Company Parties must not redistribute the Licensed Software or Services to anyone other than a Customer;

(4) Company Parties must not sublicense, rent, lease, lend, give commercial hosting services with, or operate a service bureau with the Licensed Software unless Microsoft expressly allows it;


(5) Company Parties must not sublicense, rent, lease, lend, the MS Materials to any third party without Microsoft’s prior written consent;

(6) Other than as specified in Schedule A, section 5, Company Parties must not use the Licensed Software or Services for internal use unless Microsoft has granted Company the right to do so separately;

(7) Company Parties must not reverse engineer, decompile or disassemble any Licensed Software or MS Materials, except to the extent expressly permitted by applicable law despite this limitation;

(8) Company Parties will not include any Self-Help Code in the Authorized Work and will employ the best available, and in no event less than commercially reasonable, tests for Self-Help Code in the reproduction, integration, installation and/or implementation processes for any Licensed Software or Authorized Work to ensure that they do not deploy any Licensed Software or Authorized Work that has been infected with any Self-Help Code.

(9) Company Parties must offer to each Customer acquiring Licensed Software at least one full copy of the Documentation to which the Customer is entitled under the applicable SLT and Dynamics Price List; and

(10) Company Parties’ rights to any of the Licensed Software or MS Materials do not include any license, right, power or authority to:

(i) Create derivative works of or Authorized Works for the Licensed Software, MS Materials or Services in any manner that would cause the Licensed Software or MS Materials in whole or in part to become subject to any of the terms of an Excluded License; or

(ii) Distribute the Licensed Software (or derivative works or Authorized Works for the Licensed Software or MS Materials, in whole or in part) in any manner that would cause the Licensed Software or MS Materials to become subject to any terms of an Excluded License. An “Excluded License” is any license that requires as a condition of use, modification and/or distribution of software subject to the Excluded License, that such software or other software combined and/or provided with such software be:

Disclosed or distributed in source code form;

Licensed for the purpose of making derivative works; or

Redistributable at no charge.

SECTION 6 Company’s duties

(a) Services. Company Parties’ provision of Services to Customers is subject to the following limitations:

(1) Company Parties must comply with the SPA;

(2) Microsoft recommends the purchase of one of Microsoft’s partner service plans to aid Company Parties in supporting Customers. Further information can be found on PartnerSource at https://mbs.microsoft.com/partnersource/partneressentials/serviceplans/partnerserviceplans/;

(3) Company Parties must use commercially reasonable efforts to tell its Customers about any new Licensed Software or Service releases and their features and benefits;

(4) Company Parties must give Customers complete and accurate information about the Services. This includes delivery of any Services terms before or at the time of purchase. The Microsoft Customer Electronic Service Agreement (”MESA”) sets forth the Services terms that govern the Customer’s use of Services including enhancements given by Microsoft (except those Services currently branded as “Premier” and “Advanced Product Support Services”). Description of those Services and the MESA are available on CustomerSource at https://mbs.microsoft.com/customersource/serviceplans. The MESA incorporates the Customer Services Guide (”CSG”) by reference. The CSG is also available on PartnerSource;


(5) When offering Services to a Customer, Company Parties should verify whether that Customer already has an agreement for Microsoft-offered Services. If so, Company Parties should consult with a local Microsoft Services account manager (or the closest Microsoft sales office) to determine which Microsoft agreement is appropriate for that Customer for Services related to the Licensed Software;

(6) Company Parties must market BREP and related Services to all Customers according to any restrictions listed on the Dynamics Price List. For example, the Dynamics Price List may instruct Company Parties to order an enhancement plan Stock Keeping Unit (SKU) with each new Licensed Software SKU;

(7) Services must be ordered on a per Customer basis only. Company Parties must not use one Customer’s support incidents to support any other party. Descriptions of Services including BREP, Discount Schedules, ordering instructions and order forms are available on PartnerSource;

(8) Company Parties must invite Customers to renew their Services in a timely manner before the end of their Service plan;

(9) Company Parties must not offer Microsoft Service Packs, tax or regulatory updates to Customers that are not currently on BREP;

(10) Additional information about distribution of Online Services is included in the Online Services Schedule; and

(11) Services delivered by SPA Partners are different from the Services available under the SPA. Company Parties must set the supplemental terms and conditions (including pricing) under which it will provide Services or deliver its own additional services. Company’s Customer Agreement must include Customer authorization for Company Parties to share information with Microsoft that is necessary for Company Parties: (i) to collaborate with Microsoft, (ii) for Customer to receive Services and communication from Microsoft, and (iii) verify Customer’s compliance with the SLT.

(b) VOICE. Company Parties must give and maintain accurate Customer information in the Virtual Organization Information Center (“VOICE”) system to ensure its Customers have access to all of the Services benefits they purchased. Company Parties must not replace Customers’ information with their own business information. Company represents that on placing orders, it will have obtained consent from each Customer for providing the required contact information to Microsoft, and consent for Microsoft to contact those individuals. Company Parties’ use of VOICE is subject to the terms and conditions available on PartnerSource. Only authorized SPA Partners may access VOICE. Company will not, and will ensure each Company Party does not, disclose its VOICE user ID or password to any third party at any time for any reason or permit any third party to access VOICE on its behalf. All VOICE information is considered Confidential Information.

Company Parties must also maintain current information in VOICE about their own organization, including MCP IDs. If a certified individual ceases to work for Company Parties, the VOICE account must be updated immediately.

(c) Company’s Customer Agreements. On request, Company Parties will promptly give Microsoft copies of each Customer Agreement. Company Parties must provide the Licensed Software and any Authorized Works under a legally binding agreement with the Customer (the “Customer Agreement”), which includes the following provisions:

(1) A specific limit on the number of users and/or devices that may access or use any Authorized Work;

(2) The SLT governs the use of the Licensed Software (and not the Authorized Work);

(3) The Customer must have enough licenses issued by Microsoft for all Microsoft software licensed to support the maximum number of users and/or devices that may access or use the Authorized Work before Use;

(4) An express acknowledgment that the Customer's use of the Authorized Work is subject to Company Party's software license agreement for the Authorized Work and not Microsoft's SLT for the Licensed Software; and


(5) An express acknowledgment that Company Parties are solely responsible for, and (other than granting Company Parties the rights necessary to prepare Authorized Works under this SPA), Microsoft has no responsibility, for the Authorized Works or any effect they may have on the functionality of the Licensed Software or the Customer's systems, business or operations.

(6) Microsoft must be a third party beneficiary of the Customer Agreement. Microsoft will have the right to:

(i) Enforce the Customer Agreement;

(ii) Verify the Customer’s compliance with the Customer Agreement; and

(iii) Contact the Customer directly.

If the law governing the Customer Agreement prevents Microsoft from being a third party beneficiary, Company will assign to Microsoft all rights and claims it may have against the Customer to the extent necessary to indemnify Microsoft for any loss or damage suffered that would not have been suffered as a third-party beneficiary. If Company cannot assign the rights and claims to Microsoft, Company will indemnify Microsoft for any loss or damage suffered that would not have been suffered as a third party beneficiary subject to the restriction set forth in section 13(b)(5).

(d) Authorized Works.

(1) Please see Schedule B for additional terms and conditions relating to the preparation of Authorized Works.

(2) Company is solely responsible for any liability relating to Company Party Authorized Works. This includes any adverse effect on the Licensed Software or Documentation. Company’s Authorized Works must be consistent with the SPA, generally accepted principles for development of financial software, and the Documentation.

(3) Company Parties are allowed to create Authorized Translations and Localizations of the Licensed Software solely for the countries listed as MS GA Countries as defined on Schedule B. However, Microsoft may permit Localizations or Translations for the other listed countries under a separate agreement for that purpose.

(4) Company Parties acknowledge that each Authorized Work is a derivative work based on the Licensed Software and/or MS Materials and, accordingly, is subject to the copyrights and other intellectual property rights of Microsoft and/or its Affiliates and suppliers. However, Company Parties reserve, and will own any right, title and interest in and to, any copyrights in any Authorized Work to which they may be entitled under applicable copyright law by virtue of their creation of such modification, addition or adaptation under the license granted under this SPA.

(e) Copies. Company Parties can only make copies of the Licensed Software if separately permitted in writing by Microsoft. Licensed Software delivered to Customers must be the same as the master copy of the Licensed Software. The master copy is a copy of Licensed Software and its Documentation that Microsoft has officially released on CD-ROM or on another electronic media. Company Parties must meet or exceed the then-current industry standards for media and replication quality for the media that Company Parties create.

(f) Deal Registration. If and when Microsoft implements mandatory deal registration for SPA transactions during the term of this SPA, Microsoft will give its SPA Partners 90 days’ advance notice via PartnerSource. Company will comply with the deal registration SPA requirement, as published on PartnerSource.

SECTION 7 SPA administration

(a) Microsoft may make revisions and updates to the SPA Website and SPA Guidelines. Company is responsible for checking the SPA Website and SPA Guidelines periodically for updates and changes and for passing on such information to its Recorded Affiliates. Updates and changes to the SPA Website and SPA Guidelines are binding as of the notice dates in this SPA, and the changes will not apply retroactively. Unless otherwise stated in the notice, those changes will be effective upon publication of the SPA Guidelines, and those changes will not apply


retroactively. Company agrees that Microsoft may contact Company by telephone, fax, physical, or electronic mail at any time for administering the SPA or providing information to Company about the SPA. Company confirms that it has access to the Internet.

(b) Access to PartnerSource. Microsoft reserves the right, in its sole discretion, to restrict access to PartnerSource in whole or in part. In the event of such a restriction, Microsoft will make reasonable commercial efforts to give the equivalent essential functionality. If access were restricted, any notices given by Microsoft under this SPA via PartnerSource would then be given via email or mail.

SECTION 8 Intellectual property

(a) Use of MSCORP trademarks. The SPA does not grant Company Parties any right, title, interest, or license in or to any MSCORP names, word marks, logos, logotypes, trade dress, designs, or other trademarks. Company Parties agree not to register, adopt or use any name, trademark, domain name or other designation that includes any part of any MSCORP trademark or product/service name, or any term that is confusingly similar to any MSCORP trademark or product/service name. This includes a translation or transliteration of a MSCORP trademark. This applies in particular to any unlicensed use of Microsoft, Microsoft Dynamics, or Dynamics in a domain name used to host commercial content related to Microsoft products and/or services. However, Company Parties may use MSCORP’S corporate name, technology names and trademarks in a nominative (referential) fair use manner; that is, in plain text (but not logos, trade dress, designs or word marks in stylized form) to accurately identify and refer to MSCORP and its technology and services. However, even Company Parties’ nominative fair use of a MSCORP trademark must not cause confusion about the source of its solutions or its relationship with MSCORP or its Affiliates and MSCORP reserves the right to make that determination in its sole discretion. Otherwise, Company Parties’ use of MSCORP trademarks must be according to MSCORP’s usage guidelines available at http://www.microsoft.com/about/legal/en/us/IntellectualProperty/Trademarks/Usage/General.aspx.

(b) Proprietary notices. Company Parties must not remove any copyright, trademark or patent notices contained in or on any of the Licensed Software, Documentation or in any documentation for Services. Company Parties must include MSCORP’s copyright notice on all copies of the Licensed Software, packaging, Documentation or Services. Company Parties must use the correct descriptor and symbol (either ‘™’ or ‘®’) to clearly indicate MSCORP’s (or its suppliers’) ownership of trademarks whenever the Licensed Software is first mentioned in any ad, brochure or other manner.

(c) Use of Company marks. Company grants Microsoft the right to publish Company’s names, trade names, trademarks, and logos with regard to Company’s participation as a provider of Licensed Software and Services as outlined on the SPA Website, for purposes reasonably related to the SPA. Microsoft will not modify Company’s names, trade names, trademarks and logos. On Microsoft’s request, Company will provide Microsoft artwork for Company’s logos in printed or electronic form or both. The SPA does not grant Microsoft any other right, title, interest or license to any of Company’s names, word marks, logos, logotypes, trade dress, designs, or other trademarks.

(d) Unsolicited commercial email. Company may not use MSCORP’s marks in connection with transmitting or distributing unsolicited commercial email or in any way that would violate local law, custom or Microsoft’s policies.

(e) License compliance

(1) Company Parties must not engage or participate with any third party in the unauthorized manufacture, duplication, delivery, transfer or use of counterfeit, pirated, illegal or unlicensed software. Company Parties must not infringe any of MSCORP’s intellectual property rights. Company must reasonably cooperate with Microsoft and its Affiliates in investigating counterfeit, pirated or illegal software. Company must report to Microsoft any suspected counterfeiting, piracy or other infringement of Microsoft or its suppliers’ intellectual property as soon as possible after Company becomes aware of it.

(2) Company shall ensure that Company Parties’ Customers acquire enough licenses for software, client access, terminal service, web services, and/or service plans to match:


http://www.microsoft.com/about/legal/en/us/IntellectualProperty/Trademarks/Usage/General.aspx

(i) The quantities of Licensed Software licenses acquired by the Customer; and

(ii) The maximum number of users and/or devices that may access or use the Licensed Software under the Customer’s invoice from a Company Party.

Company will make reasonable efforts to promptly give Microsoft information to verify that the Customer has enough licenses for the Licensed Software on Microsoft’s request. Company must report to Microsoft any suspected breach of this section as soon as possible after Company becomes aware of it.

(3) Failure to comply with this section 8(e) will be a material breach of this SPA. In the event of such a breach, Microsoft may terminate this SPA immediately on Written Notice without opportunity to cure.

(f) No technology transfer arrangement. The SPA does not create a ‘technology transfer’ agreement, as defined by applicable law because:

(1) The technology (including any Licensed Software) made available under the SPA is not an integrated part of a technology chain for production or management purposes; and

(2) The technology (including any Licensed Software) has its own technology license. Company will not hold itself out as Microsoft’s technology recipient and will not identify Microsoft as a technology provider under the SPA.

SECTION 9 Financial Terms

(a) Minimum Revenue Requirement. In order to remain an active SPA Partner, Company must have generated at least a certain pre-set amount of revenue (the “Threshold”) as of two certain set time periods (the “Checkpoints”).

(1) The first Checkpoint will be measured on the 12-month anniversary of the SPA Effective Date. The Threshold for the first Checkpoint is $35,000 USD (or equivalent amount in local currency) in Checkpoint Revenue from the Effective Date to the first Checkpoint. If Company has not reached the Threshold as of the first Checkpoint, it will not have the SPA term extended, and is not permitted to re-enroll in the SPA program for a period of 12 months starting from the first Checkpoint date.

(2) The second Checkpoint will be measured at the date that Company signs a new Solution Provider Agreement. The Threshold for the second Checkpoint is $35,000 USD (or equivalent amount in local currency) in Checkpoint Revenue for the 12 months preceding the second Checkpoint. SPA Partners who are non-compliant at the second Checkpoint are not permitted to re-enroll in the SPA program for a period of 12 months starting July 31, 2015.

(3) SPA Partners who are enrolling in the SPA for the first time will be exempt from the second Checkpoint if the second compliance period is less than 12 months. (Existing partners will not be offered this exemption.)

(4) Company is in material breach of this section 9(a) if:

(i) Company has re-enrolled in the SPA program by entering into this SPA, but has done that within 12 months after the Expiration Date of a previous Solution Provider Agreement that was not extended pursuant to provisions that correspond to sections 9(a)(1) or (2); or

(ii) Company uses any method to circumvent the re-enrollment restrictions in this section 9, such as by entering into this SPA as a proxy for another entity or under a different name, within 12 months after the Expiration Date of that entity’s previous Solution Provider Agreement that was not extended pursuant to provisions that correspond to sections 9(a)(1) or (2).

(b) Price lists.

(1) Subject to section 3(b), Microsoft will use PartnerSource to provide Dynamics Price Lists for the Licensed Software and Services. Updates to the Dynamics Price List, if any, typically occur on the first business day of every month. The Dynamics Price List includes estimated retail prices for Licensed Software and


Services. Prices are based on the Customer's location. Microsoft may reflect pricing in U.S. dollars or other local currency, where offered, based on Customer location. For Customers located in the EU/EFTA region, prices are listed in Euros and, where applicable, other local currencies depending on the selling Company Party’s location.

(2) Company Parties have complete discretion to set their own Customer prices for Licensed Software, Services and Authorized Works, negotiate and set payment terms and conditions with Customers. The negotiation of those terms between Company Parties and Customers will not be subject to Microsoft’s review or approval in any way. Company Parties will not submit to Microsoft any Customer-facing invoice or otherwise disclose the price a Company Party charged its Customer for any Licensed Software, Services or Authorized Works.

(3) Microsoft will charge Company the amount on the Dynamics Price List, less any SPA discounts that Company may be entitled to.

(c) Payment terms. Microsoft may change the following terms on 30 days’ prior Written Notice to Company:

(1) Payment is due on the date specified in Microsoft’s invoice;

(2) If Company fails to make payment of any sums by the due date Microsoft may take any or all of the following actions:

(i) If Company’s payment is not received within 30 days of due date, Microsoft may terminate the SPA on 30 days’ Written Notice to Company. If Company has two or more late payments during the term, Microsoft may terminate the SPA immediately on Written Notice to Company and without an opportunity to cure;

(ii) Hold all pending orders and suspend further shipments under the SPA until all SPA payments due are received;

(iii) Charge interest on the past due amount from the first day the amount is past due until the amount is paid in full. Interest will be charged on a day to day basis at the rate of 1% per month (12% per annum) on a simple interest basis, or the legal maximum, whichever is less. Company will pay interest on demand to Microsoft.

If Microsoft chooses to take any or all of these actions it does not waive any other right or remedy available to us under this SPA or at law.

(d) Invoicing

(1) Company must make all payments by wire transfer to the account identified on the invoices or in the SPA Guidelines, or by any other means Microsoft may agree to from time to time. Company must pay any remittance costs, which must not be deducted from the amount due. Company must include Microsoft’s invoice number (if applicable) on each wire transfer payment made hereunder.

(2) Company must place orders with Microsoft for the applicable Licensed Software and Services no later than (a) Customer’s first Use of those products or Services or (b) within 30 days of a Company Party’s receipt of payment from Customer for licenses or services, whichever occurs first. Failure to comply with this sub-section will be deemed a material breach of the SPA. In the event of such a breach, Microsoft may terminate this SPA immediately on Written Notice without opportunity to cure.

(3) Company may not withhold payment or make deductions on the amount due on any invoice (by way of offset, counterclaim or otherwise) unless Microsoft issues a credit note. This includes rebates, price adjustments, billing errors, handling fees, allowances or any other charges. The only exception is for disputed items as described in section 9(d)(4) of this SPA.

(4) If Company disputes any amount invoiced by Microsoft or has a complaint about the Licensed Software (other than a warranty claim) then Company must:


(i) Pay the non-disputed amount on the invoice; and

(ii) Give details of the disputed item or complaint (together with supporting documentation and information) within 21 days of the date of Microsoft’s invoice.

(5) Company’s payment to Microsoft is not contingent on Company’s receipt of any payments from its Recorded Affiliates or Customers. If Company purchases a multi-year, annual installment SKU Company is responsible for payment each year, whether Company collects payment from Customer or not.

(6) Company must make all payments in full and in the currency specified in Microsoft’s invoice (subject to applicable law). If it is necessary for Company to obtain regulatory approval to pay these invoices in the currency specified in those invoices, Company must obtain that approval.

(e) Taxation. The amounts to be paid to Microsoft under the SPA do not include any governmental taxes relating to the transactions made under the SPA. Company must pay to Microsoft any taxes that are owed by the Company solely due to entering into the SPA and which are permitted to be collected from Company by Microsoft under applicable law. Company may give Microsoft a valid exemption certificate in which case Microsoft will not collect the taxes covered by such certificate. Microsoft is not liable for any taxes that Company is legally obligated to pay related to the sale of Licensed Software and Services under the SPA, or Company’s provision of any other services or goods to any Customer. Company will indemnify, defend and hold Microsoft harmless from any taxes, claims, or costs (including reasonable attorneys’ fees) and any other liabilities of any nature related to such taxes.

If local laws, regulations or a foreign tax authority requires any taxes be withheld on payments made by Company to Microsoft, Company may deduct such taxes from the amount owed to Microsoft and pay them to the taxing authority. However, Company will promptly secure and deliver to Microsoft an official receipt for any such taxes withheld or other documents necessary to enable Microsoft to claim a tax credit (including a U.S. foreign tax credit). The withholding taxes referred to in this section apply to withholding taxes required by the taxing authorities on payments to Microsoft only. They do not include any withholding taxes incurred by Company for payments made to Company by Customers. Such withholding taxes will be Company’s financial responsibility. Company will make certain that any taxes withheld are minimized to the extent possible under applicable law.

(f) Financial statements. Microsoft may require audited financial statements (or equivalent information that may be acceptable to Microsoft) from time to time in connection with Company’s obtaining or maintaining credit terms. Microsoft’s uses these financial statements for the sole purpose of setting and reviewing Company’s credit and will treat unpublished financial statements as Confidential Information under section 11 (Confidentiality). If requested, Company should forward financial statements to the attention of Microsoft’s credit department at the address given on PartnerSource.

(g) Credit and security

(1) Microsoft may extend credit to Company after review of Company’s financial condition and overall credit worthiness. Microsoft may revise or withdraw any credit extended to Company at any time on Written Notice. If Microsoft withdraws or reduces any credit, Company must immediately pay all sums due or that become due in excess of the revised credit limit. Microsoft may also require Company to pay all sums due in advance or on delivery of Company’s next order. A credit application may be required in some Geographic Regions.

(2) Microsoft may require Company to promptly give a performance bond, bank guarantee, letter of credit, corporate guarantee cash deposit, or other form of security. Microsoft may require such forms of security at any time during the term of this SPA in an amount, form, and with an entity acceptable to Microsoft.

(3) Assignment and transfer. At any time Microsoft has the right to assign and transfer all or part of any right or obligation (including any debt or receivable) under the SPA, to its Affiliates (including Microsoft Operations Pte Ltd, a Singapore company).

(h) This right includes without limitation, the right to sue for amounts due and outstanding from Company, without the need for any further consent from Company or any other person. By signing this agreement Company


expressly consents to the rights granted under this section. This section does not limit Microsoft’s right to assign the SPA under section 17(i).Returns. Unless required by local law, Microsoft does not accept returns of Licensed Software or Services purchases.

SECTION 10 Term and termination

(a) Term. The SPA will take effect on the Effective Date on the first page, and continue until Expiration Date unless terminated earlier, after which date all documents and rights under the SPA will automatically end. If Company achieves the Threshold for the first Checkpoint, then the Expiration Date is automatically extended until July 31, 2015. If Company fails to achieve the Threshold for the first Checkpoint, then the SPA expires on its original Expiration Date.

(b) Termination. Company may terminate this entire SPA or any Addenda for convenience. Either party may terminate this SPA, the rights to distribute any individual Licensed Software product, Service or any individual Addendum:

(1) To protect their intellectual property rights;

(2) If the other party breaches any terms of the SPA;

(3) As expressed elsewhere in this SPA; or

(4) If required by a valid judicial or governmental order.

(c) Termination for breach. A party terminating this SPA for breach must give 30 calendar days’ Written Notice. The other party must have an opportunity to cure before a termination for breach will become effective. Terminations for the following are effective immediately on Written Notice (or as soon as permitted by applicable law):

(1) The breach is not curable within 30 days;

(2) The breach is deemed a material breach of this SPA; or

(3) If the other party:

(i) Becomes insolvent;

(ii) Voluntarily or involuntarily enters bankruptcy, reorganization, composition or other similar proceedings under applicable laws;

(iii) Admits in writing its inability to pay debts; or

(iv) Makes or attempts to make an assignment for the benefit of creditors.

Microsoft may terminate the SPA early, on one year’s Written Notice to Company, in the event Microsoft implements a substantively different model of providing Licensed Software or Services from that contained in this SPA.

(d) SPA Partner Escalation Reviews. If any of the following occur, Microsoft may contact Company for an Escalation Review, where Company will be required to create a corrective action plan that must be approved by Microsoft. The parties will meet to discuss and agree on the terms of Company’s corrective action plan. Microsoft reserves the right to suspend Company’s ability to place orders during this review process until the corrective action plan is implemented. Company will not accept any further orders from Customers during this time without Microsoft’s prior written approval.

(1) Any individual Company Party (as identified by an individual account number in VOICE) has either (a) more than 5 reseller-related escalations through the Microsoft Customer Relations Team over any 2 year period; or (b) three reseller-related escalations through the Microsoft Customer Relations Team over any one year period ; or


(2) Microsoft receives partner of record change requests for an individual Company Party that amount to 4% or more of their customer base (all Customers who have an individual Company Party listed as their partner of record), where the Customer selects the following reasons:

(i) Customer Satisfaction Issue – Overall Poor Partner Performance or

(ii) Customer Satisfaction Issue – Slow Response

If Company (1) fails to create or participate in the corrective action plan discussion, (2) does not use commercially reasonable efforts to agree with Microsoft on reasonable terms for the corrective action plan, or (3) does not agree to the timeline in the corrective action plan, Microsoft may terminate the SPA on 30 days’ Written Notice. If Company fails to resolve the issues identified in the corrective action plan according to the schedule in that plan, Microsoft reserves the right to terminate this SPA immediately on 5 days’ Written Notice.

(e) Other duties

(1) When the SPA is no longer in effect, Company must:

(i) Immediately stop exercising all rights granted by the SPA; and

(ii) Pay all amounts outstanding.

(2) Company Parties do not have the right to place orders for additional licenses or BREP after termination or expiration of their SPA.

(3) Termination of the SPA will not affect licenses for the Licensed Software that were previously granted to Customers. Those licenses will continue as described in the SLT.

(4) Microsoft may contact Customers when Company Parties no longer have an effective SPA, and help transition existing Customers to another SPA Partner.

(5) If Microsoft terminates this SPA for cause, Company Parties agree not to attempt to enter into a new SPA for a period of 12 months from the date of termination.

(6) When a Recorded Affiliate ceases to be Company’s Affiliate, Company must immediately notify Microsoft of the change in status. That Affiliate must immediately stop exercising any rights permitted by this SPA and the related Recorded Affiliate Agreement will terminate immediately.

(f) Survival. Sections of this SPA that, by their terms, require performance after the termination or expiration of this SPA will survive as permitted by local law. These sections include:

(1) Section 2 (Definitions);

(2) Section 5 (Limitations);

(3) Section 8 (Intellectual property);

(4) Section 9(e) (Taxation);

(5) Section 10 (Term and termination);

(6) Section 11 (Confidentiality);

(7) Section 12 (Representation and warranty);

(8) Section 13 (Intellectual Property Defense);

(9) Section 14 (Limitation of liability);

(10) Section 15 (Verifying compliance); and

(11) Section 17 (Miscellaneous).


(g) Statutory form. Microsoft reserves the right to either terminate or vary the SPA without use of a statutory form without any liability to Company Parties. This includes circumstances where a statutory form is required. If Microsoft is required by applicable law to record the terms of this SPA in a statutory form, Microsoft may vary or terminate the SPA.

SECTION 11 Confidentiality

The following terms and conditions apply to exchanges of information that take place under the SPA:

(a) Company Parties and Microsoft must refrain from disclosing any Confidential Information of the other for five years following the date of disclosure, except that if the Confidential Information contains personally identifiable information, there is no time limit regarding non-disclosure.

(b) However, Confidential Information may be disclosed as required by a judicial or other governmental order, if the receiving party either:

(1) Gives notice of the order to allow the other party a reasonable opportunity to seek a protective order or otherwise prevent or restrict its disclosure, or

(2) Obtains written assurance from the applicable judicial or governmental entity that it will protect the Confidential Information to the maximum level allowed under applicable law or regulation.

(c) Microsoft may disclose the Company Parties’ or Customer’s information to its agents, representatives or contractors only if they have a need to know about it for purposes of the business relationship described in the SPA.

(d) Neither party is required to restrict work assignments of agents, representatives and contractors who have had access to Confidential Information. Neither party can control the incoming information the other will disclose in the course of working together, or what its representatives will remember, even without notes or other aids. The parties agree that use of information in representatives’ unaided memories in the development or deployment of their respective products or services does not create liability under this SPA or trade secret law.

(e) Microsoft may use any technical information it derives from providing Services related to its technology for problem resolution, troubleshooting, functionality enhancements and fixes, or for its knowledge base. Microsoft agrees not to identify Company or disclose any of Company’s Confidential Information in any entry in the knowledge base. Microsoft agrees not to identify Company or disclose any of Company’s Confidential Information in any entry in the knowledge base.

(f) Company Parties will keep Customer information given to it by Microsoft confidential under the terms of the SPA. Company Parties will take reasonable security measures to protect the Customer information (including all information in VOICE) from unauthorized use, access, disclosure, alteration or destruction. Such measures will include access controls, encryption and any other means that are required to comply with applicable laws.

(g) Any breach by either party of this section 11 will be deemed a material breach of the SPA.

SECTION 12 Representation and warranty

(a) No representations. Microsoft has not made any representation about any Licensed Software or Services other than as stated in the SPA. Company has relied on its own skill and judgment or that of its advisers in deciding to enter into the SPA.

(b) Microsoft’s warranty

(1) Notice regarding Licensed Software. The Licensed Software is complex computer software. Its performance will vary depending on hardware platform, software interactions, and Licensed Software configuration. The Licensed Software is neither fault tolerant nor free from errors, conflicts or interruptions. Software bugs may be identified on creating an Authorized Work or on installation of Licensed Software. Company Parties must determine for themselves that the Licensed Software, MS Materials, and Authorized Works are suitable in quality and performance for use on the computer systems on which they may be installed. This includes conducting sufficient testing of all Authorized


Works and computer systems on which they may be installed. Such testing should include failure mode and effects analysis on such computer systems. Company Parties are also responsible for providing any necessary notices or warnings to Customers.

(2) No warranty.

(i) Unless otherwise expressly stated in this SPA, the SLT, or if required by law, Microsoft disclaims and excludes all warranties, conditions and representations (express, implied, by statute, or otherwise) in relation to the Licensed Software, Services, MS Materials, and any Authorized Works. This disclaimer includes warranties and conditions of title, merchantability, satisfactory quality, and non-infringement, fitness for a particular purpose or any implied warranty arising from course of dealing or usage of trade.

(ii) Microsoft makes no warranty that the Licensed Software will operate properly in connection with any Authorized Work or on any Customer systems.

(iii) Without limiting the generality of the foregoing, Microsoft makes no representation or warranty that the Licensed Software or MS Materials are suitable or sufficient for the creation of any Authorized Work, that any Licensed Software or MS Materials comply with applicable Regulatory Requirements or any other requirement of any Government Authority in any Geographic Region, or that any Authorized Work will operate properly in connection with any Licensed Software, any Customer's system, or any update to the Licensed Software (as defined in Schedule B).

(iv) This disclaimer will not be interpreted or construed to limit or revoke any representation or warranty made under any other agreement between Company Parties and Microsoft or any applicable SLT for the Licensed Software.

(c) Company’s representation and warranty

No representations. Company Parties must not make any representation or warranty with respect to this SPA, Company’s relationship with Microsoft, or any Licensed Software, MS Materials, Authorized Works, Services or their use to any Customer on Microsoft’s behalf.

SECTION 13 Intellectual Property Defense

(a) Microsoft’s defense obligation

(1) Defense of infringement claims. Microsoft will defend Company Parties against any claims made by an unaffiliated third party that the Licensed Software or Services infringes its patent, copyright, or trademark or misappropriates its trade secret, and pay the amount of any adverse final judgment (or settlement to which Microsoft consents) from such lawsuit. Microsoft’s duties are subject to the following conditions:

(i) Company must give Microsoft prompt Written Notice of the claim;

(ii) Microsoft will have sole control over defense and settlement of the claim; and

(iii) Company will give Microsoft reasonable assistance in the defense of the claim.

Microsoft will reimburse Company for reasonable out-of-pocket expenses that Company incurs in providing assistance in defending the claim.

(2) Limitations on Microsoft’s defense obligation. Microsoft’s duties to defend Company Parties will not apply to the extent that the claim or adverse final judgment is based on a Company Party or a Customer doing any of the following:

(i) Distribution or use of the Licensed Software, Services, MS Materials, or Authorized Works by a Company Party after Microsoft notifies Company to discontinue distributing or use;


(ii) Combination of the Licensed Software, Services or MS Materials with Authorized Works or any other non-Microsoft product, program, data or business process;

(iii) Damages attributable to the value of the use of a Authorized Work, non-Microsoft product, data, or business process; or

(iv) Changing the Licensed Software or Services.

Microsoft’s duties to defend and pay patent claims will be limited to the Licensed Software (or Services) alone, without combination or modification, where the Licensed Software (or Service) constitutes direct or contributory infringement of the patent.

Company will reimburse Microsoft for any costs or damages that result from these actions. However, Company will have no obligation to Microsoft under this sub-section for actions of Customers acting without Company’s involvement or knowledge.

(3) Microsoft’s options. If Microsoft receives information about an infringement claim related to the Licensed Software (or Services), it may at its expense and at its option to do so:

(i) Procure rights or licenses to continue its distribution and use; or

(ii) Replace with a functional equivalent or modify the Licensed Software or Services to make it non-infringing (including disabling the challenged functionality). If Microsoft does that, Company Parties will stop distributing and using the allegedly infringing Licensed Software and Services immediately; or

(iii) Require Company Parties and their Customers to discontinue copying, using or providing the Licensed Software or Services affected by the claim.

(b) Company’s indemnity duties. Company must defend, indemnify and hold Microsoft harmless from any claim from a third party arising due to:

(1) Licensed Software installed by Company Parties outside generally accepted industry standards;

(2) The customized Licensed Software or Services infringing any proprietary right of that third party if such claim would have been avoided by the exclusive use of the Licensed Software and/or Microsoft’s Services;

(3) Company Parties’ customizations and implementation services;

(4) Any breach by Company Parties of the terms of the SPA that results in a claim;

(5) Any loss or damage suffered by Microsoft that Company Parties have been compensated by a Customer under section 6(c)(6) where governing law prevents Microsoft from being a valid third party beneficiary; and

(6) Any of the additional issues related to Authorized Works listed in Schedule B, section 7 (Additional Company Indemnity Obligations).

SECTION 14 Limitation of liability

(a) Limitation

(1) Microsoft Liability. Except for liabilities to and remedies of Company Parties for Microsoft or any Microsoft Affiliate’s unauthorized use of a Company Party’s intellectual property, total cumulative liability (if any), of Microsoft and Microsoft Affiliates to Company Parties in relation to this SPA, and their exclusive remedy for any such liability, shall be limited to that Company Party’s direct damages incurred in reasonable reliance on Microsoft up to an amount not to exceed 100% of the amount having actually been paid by Company to Microsoft under the SPA.


(2) Company Liability. Except for liabilities to and remedies of Microsoft or any Microsoft Affiliate for Company Parties’ unauthorized use of Microsoft or any Microsoft Affiliate’s intellectual property (including breach of any part of section 4 (License grant)), the total cumulative liability (if any) of Company Parties to Microsoft under this SPA and Microsoft exclusive remedy for any such liability is limited to 100% of the amount having actually been paid and any amounts owed by Company to Microsoft under this SPA.

(3) Release. Company, on behalf of itself and Company Affiliates, releases Microsoft and Microsoft Affiliates, and Microsoft releases Company Parties, from all liability in excess of the liabilities that are limited by this section , including any claim for indemnification or contribution whether arising under statutory or common law or otherwise.

(4) Exclusion of certain damages. To the extent permitted by applicable law, whatever the legal basis for the claim, neither party, nor any of its affiliates, contractors, or suppliers, 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 SPA, 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 or of the other party’s intellectual property rights.

(b) Application. The limitations on and exclusions of liability for damages in the SPA apply to the maximum extent permitted by law. They apply regardless of the legal theory on which any claim for damages is based. They apply whether the parties had been advised of the possibility of such damages, whether such damages were reasonably foreseeable, or whether application of the exclusion causes any remedy to fail of its essential purpose. A party’s liability for loss or damage of any kind (including loss or damage caused by negligence) is reduced to the extent that the other party or its agents caused or contributed to that loss or damage.

(c) Business purposes. Company is entering the SPA for business purposes only. Company agrees that consumer protection laws will not apply to the extent that contracting out of such laws is permitted.

(d) Consumer rights. The SPA does not exclude or restrict liability to consumers if not permitted by local law. If liability may not be excluded, then to the maximum extent permitted by law consumer’s remedies are limited to the following at Microsoft’s option:

(1) In the case of Services provided by Microsoft, Microsoft may either supply the Services again or pay the cost of having the Services supplied again; and

(2) in the case of Licensed Software to either:

(i) Replace the Licensed Software;

(ii) Correct the defects in the Licensed Software; or

(iii) Pay the cost of replacing or repairing the Licensed Software or acquiring equivalent Licensed Software.

SECTION 15 Verifying compliance

(a) During the term and for three years after this SPA ends, Company Parties must keep all usual and proper books and records relating to its performance under the SPA. These records must include documents related to acquisition, delivery and destruction of Licensed Software and Services, and the creation, distribution, marketing, promotion, implementation, training, and support of any Authorized Works. Microsoft may audit Company Parties during the same period at Microsoft’s cost and on reasonable advance Written Notice to Company (except for audits related to counterfeit software). Company will accommodate such an audit request within five business days. An audit team may conduct audits of Company Parties’ related books, records, operations, processes and facilities during any selected period to verify Company Parties’ compliance with the terms of the SPA and the PLLP. The audit team will be made up of either:


(1) Microsoft employees or contract employees;

(2) An independent law firm; or

(3) An independent accounting firm.

(b) Company Parties will promptly correct any errors and omissions (including any underpayments) disclosed by the audits. Certain errors, omissions, or other non-compliant actions are non-curable and can result in the immediate termination of the SPA by Microsoft.

(c) Audits will be conducted during Company’s normal business hours and in a manner that does not interfere unreasonably with its normal business activities. Company will give Microsoft access to all related books, records, operations, processes and facilities that Microsoft may need to review to complete a proper and thorough audit. If an audit is conducted with notice, Company will have all related books, records and operations available to Microsoft at the beginning of the audit. If the audit reveals either an underpayment to Microsoft or a material breach of the SPA, Company must pay Microsoft the costs of the audit, in addition to any unpaid amounts due. Company will implement any reasonable recommendations on record keeping from the audit team within a mutually agreeable timeframe. The notification of any audit, process relating to such audit, and results of any audit under this SPA will be Confidential Information as defined by section 11 (Confidentiality).

SECTION 16 Technical and other support, training, and brand

Except as may be agreed to by Microsoft in writing or as given under the SLT, the SPA does not give Company Parties or Customers technical support, training, account management, marketing and sales support, brand or logo rights. These may be available to Company Parties through other Microsoft or Microsoft Affiliate programs, offerings or initiatives. Microsoft does not give technical support for Company Parties’ Authorized Works. Company Parties are solely responsible for providing technical support to Customers for such Authorized Works.

SECTION 17 Miscellaneous

(a) Government Customers. Many government entities have unique issues. Microsoft may require additional terms and conditions for that purpose. Microsoft reserves the right to reject orders for certain government entities, as specified in the Product Schedule.

(b) Microsoft Corporation and Affiliates - third party beneficiaries. Certain sections of the SPA are for the express benefit of MSCORP and its Affiliates. As a result, Microsoft and its Affiliates are entitled to require Company’s due performance of each such provision. Microsoft is entering into this SPA not only in Microsoft’s own right, but also as agent and trustee for each of Microsoft’s Affiliates. Subject to the foregoing, the SPA does not create any enforceable rights by anyone other than the parties to the SPA.

(c) Relationship between Company and Microsoft. Although Microsoft may call Company a 'partner', Company is an independent contractor for all purposes regarding the SPA. At no time does either party have the power to:

(1) Bind the other;

(2) Vary or offer any additional terms, conditions, representations, warranties or covenants made by the other; or

(3) Create in favor of any person any rights that the other party has not previously authorized in writing.

The SPA will not be construed as creating a partnership, joint venture, agency, or franchise relationship or any fiduciary duty between Microsoft and Company.

(d) Notices

(1) The parties must address any notice related to the SPA to the contacts and locations listed on the first page of this SPA for Microsoft, and on the SPA Profile Form for Company.

(2) An authorized representative of Company must sign all notices by Company.


(3) Company will give Microsoft prompt Written Notice if Company or any of its Recorded Affiliates become insolvent, enter bankruptcy, reorganization, composition or other similar proceedings, whether voluntary or involuntary, or admit in writing its inability to pay debts, or make or attempt to make an assignment for the benefit of creditors.

(4) Notices will be deemed delivered on the date shown on the postal return receipt or on the courier, facsimile or email confirmation of delivery.

(e) Related law. For purposes of this section, Company’s principle place of business identified on the SPA Profile Form will determine the body of governing law for this SPA. It will apply to all Company Parties that do business under this SPA, regardless of the physical location of those affiliated entities. If Company’s principal place of business is in Japan, the SPA will be construed and controlled by the laws of Japan, and you consent to exclusive original jurisdiction and venue in Tokyo District Court. If Company’s principle place of business is any other country, then the laws of the State of Washington and the federal laws of the United States govern this SPA. The parties consent to the exclusive jurisdiction and venue in the courts sitting in King County, Washington. On behalf of itself and its Recorded Affiliates, Company waives all defenses of lack of personal jurisdiction and forum non conveniens. This choice of jurisdiction and venue does not prevent either party from seeking injunctive relief for a breach of intellectual property rights, confidentiality obligations or enforcement of recognition of any award or order in any appropriate jurisdiction. The SPA is not to be governed by the 1980 United Nations Convention on Contracts for the International Sale of Goods.

(f) Attorneys’ and legal fees. If either party commences litigation against the other party in connection with this SPA, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and other expenses.

(g) Compliance with laws and Microsoft Anti-Corruption Policy.

(1) Company Compliance. Company will comply with all applicable laws against bribery, corruption, inaccurate books and records, inadequate internal controls, and money-laundering, including the U.S. Foreign Corrupt Practices Act (“Anti-Corruption Laws”). Company certifies that it has reviewed and will comply with Microsoft’s Anti-Corruption Policy for Representatives: http://www.microsoft.com/about/corporatecitizenship/en-us/working-responsibly/principled-business-practices/integrity-governance/political-engagement/.

(2) Microsoft Audit Rights. During the term of this SPA and for two years after the expiration or termination of this SPA, Microsoft or its audit-related agents will have access to, and the Company will maintain, any books, documents, records, papers, or other materials of the Company related to its performance under this SPA (the “Relevant Records”). Company will establish and maintain a reasonable accounting system that enables Microsoft and its audit-related agents to identify Company’s assets, expenses, expenditures, costs of goods, margins, discounts, rebates or other payments received, and use of funds related to this SPA.

Microsoft will provide Company with at least two-days written notice of Microsoft’s intent to exercise its rights under this provision. The Relevant Records and, if requested, relevant employees, will be made available to Microsoft or its audit-related agents during normal business hours at the Company’s office or place of business. If no such location is available, then the Relevant Records, and if requested, relevant employees, shall be made available at a time and location that Microsoft will determine.

Microsoft may exercise its rights under this provision any time it has a good faith reason to believe that Company or its representatives are in violation of any Anti-Corruption Laws in connection with this SPA or in any manner that may impact Microsoft or its relationship with Company. In addition, Microsoft may further exercise its rights under this provision for any other reason at any other time not to exceed once every 12-month period.


http://www.microsoft.com/about/corporatecitizenship/en-us/working-responsibly/principled-business-practices/integrity-governance/political-engagement/

http://www.microsoft.com/about/corporatecitizenship/en-us/working-responsibly/principled-business-practices/integrity-governance/political-engagement/

(h) Assignment. Company may not assign or transfer its rights or obligations under the SPA, or subcontract a significant part of its rights or obligations to a third party, whether by contract or by operation of law, without Microsoft’s prior written consent. Microsoft will not withhold its consent without a commercial purpose. Microsoft may transfer its rights and obligations under the SPA without Company’s consent, but only to one of Microsoft’s Affiliates. Any prohibited assignment or transfer is void.

(i) Waiver. No waiver of any breach of the SPA shall be a waiver of any other breach, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.

(j) Severability. If a court holds any provision of the SPA to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties will amend the SPA to give effect to the stricken section to the maximum extent possible.

(k) Entire agreement. The terms and conditions of the SPA form the entire agreement between Microsoft and Company and their respective Affiliates about Company’s provision of the Licensed Software and Microsoft’s Services to Customers. It supersedes any prior or contemporaneous communications, and any prior agreement between Microsoft and Company and their Affiliates relating to the resale or provision of any of the Licensed Software. This includes any prior agreements relating to Microsoft Dynamics® AX; Microsoft Dynamics® GP; Microsoft Dynamics® NAV; Microsoft Dynamics® SL; Microsoft Dynamics® CRM; Microsoft Dynamics® C5; Microsoft–Apertum or Microsoft Dynamics® XAL software. Any purchase order or other general terms and conditions Company Parties maintain do not apply to the transactions under the SPA. The SPA can be changed only by an amendment signed by both Company and Microsoft, except that Microsoft may change the SPA Guidelines and SPA Website as specifically stated in this SPA.

(l) Language. Microsoft offers the SPA in several languages. The language version in which Company enters into the SPA will control.


SCHEDULE A

PRODUCT SCHEDULE

PRODUCT TABLE

Product Name Applicable Additional Terms

Microsoft Dynamics® AX 2, 3, 4, 5, 12

Microsoft Dynamics® AX for Retail 2, 3, 4, 5, 11, 12

Microsoft Dynamics® C5 1, 2, 3, 4, 6, 7, 8, 12

Microsoft Dynamics® CRM 1, 2, 3, 9, 12

Microsoft Dynamics® GP 2, 3, 4, 5, 8, 12

Microsoft Dynamics® NAV 2, 3, 4, 5, 8, 12

Microsoft Dynamics® SL 2, 3, 4, 5, 6, 8, 12

Microsoft Dynamics® XAL 1, 2, 3, 4, 6, 7, 8, 12

Microsoft® Apertum 1, 2, 3, 4, 8, 10, 12

Microsoft® Small Business Financial (SBF) 2, 3, 4, 8, 10, 12

ADDITIONAL TERMS KEY

The following provisions (each, an “Additional Term” or “AT”) apply to the Licensed Software as indicated above. The ATs apply in addition to the terms of the SPA agreement. The ATs supersede any inconsistent terms in the SPA agreement.

1. Source code licenses. The Licensed Software may give the ability to view and make modifications to objects, i.e. the application code, form, table, reports and data ports, but not executables. If Company has a) obtained the appropriate developer’s software license key, and b) completed the required actions outlined in the SPA, including all minimum examination and assessment requirements, Microsoft grants Company a non-exclusive, non-transferable license to:

a) Create Customizations for the Licensed Software and associated Documentation, as outlined in the user best practice delivered with the Licensed Software; and

b) Create, promote, market and give the resulting Customizations to Customers.

Company agrees on behalf of itself and its Recorded Affiliates that because the source code contains, and any derivative work will contain, material proprietary to Microsoft or its licensors, Company Parties must not copy or distribute the source code or any derivative work other than in locked source code form, i.e. that Company Parties must not grant Customers any access or license keys whatsoever to open the source code and work with it unless the Customer has acquired the right to use the development tools in the Licensed Software.

2. Localizations, Translations and Support for Localized (or Translated) Versions. The Licensed Software is not supported in terms of technical support, languages and localizations in all countries or territories. The countries or territories in which the Licensed Software is supported are listed on PartnerSource. Before Microsoft accepts any order for Licensed Software in an unsupported country, Microsoft may require Company to provide a signed Customer Acknowledgment Agreement from the Customer confirming its understanding of the unsupported status of the Licensed


Software. Additionally, Microsoft may elect to give that Customer a separate notice regarding the unsupported status of the Licensed Software.

3. Geographic scope. Microsoft is generally allowed to distribute licenses for the Licensed Software and provide Services to Company Parties in the geographic regions listed on the table at http://www.microsoft.com/dynamics/en/us/localization-translation.aspx. Even if a country or territory is listed on that table, Company Parties must not provide Licensed Software to any Customer located in a country or territory that is restricted under applicable export laws, as stated in section 17(g) of this SPA.

4. Software licenses for demonstration, testing and development.

a) Microsoft will give Company one copy of this Licensed Software product if Company indicates it on the SPA Profile Form. These copies are for demonstration, testing and development purposes. Use of these licenses are subject to the demonstration evaluation license agreement. The SPA Guidelines give additional information on how Company may obtain these licenses.

b) Company Parties may not use the software in a live operating environment unless Microsoft permits Company Parties to do so under another agreement.

5. Software licenses for Company’s internal use.

a) On achieving certification for this Licensed Software product, Microsoft will give Company a limited number of software licenses of the product for internal use.

b) The SPA Guidelines give additional information on how Company may obtain these licenses.

6. Licenses for development tools. Company Parties may retain any developer licenses they may have been granted under a previous Microsoft reseller agreement throughout the term of this SPA. Company Parties’ use of these developer licenses must be limited to developing Authorized Works to the Licensed Software only. Company Parties should refer to the SPA Guidelines for additional information on developer licenses.

7. Geographic limitations. Company Parties are prohibited from distributing this Licensed Software in Iceland.

8. Geographic limitations. Unless Company has received written permission from Microsoft through the PLLP exception process, Company Parties are prohibited from distributing this Licensed Software in the People’s Republic of China.

9. Restrictions for ordering Dynamics CRM under the SPA. No more than 200 users of Dynamics CRM can be ordered per Customer under the SPA.

10. Restrictions for ordering this Licensed Software. Only Company Parties that were allowed to redistribute this Licensed Software under their previous SPA may distribute these products, and only to existing customers that already have licenses for the related Licensed Software.

11. Restrictions for ordering this Licensed Software. Microsoft will only accept orders for this Licensed Software from Company Parties for Customers who have purchased licenses for Microsoft Dynamics AX.

12. Restrictions for ordering this Licensed Software. Company Parties are prohibited from placing orders for this Licensed Software for Customers that are instrumentalities of the United States federal government.


http://www.microsoft.com/dynamics/en/us/localization-translation.aspx

SCHEDULE B

FURTHER COMPANY OBLIGATIONS REGARDING CUSTOMIZATIONS, LOCALIZATIONS, AND TRANSLATIONS

Important Note: Company may create limited Localizations and Translations under the terms of the SPA only if such works are created for and will be used in countries or regions where Microsoft has created, and makes generally commercially available, localized and/or translated versions of the following lines of Licensed Software (Microsoft Dynamics AX, Microsoft Dynamics GP, Microsoft Dynamics NAV or Microsoft Dynamics SL) (“MS GA Countries”). See this url for a list of those countries http://www.microsoft.com/dynamics/en/us/localization-translation.aspx. In this context, “limited” means a partial localization or translation that does not compete with any Localization or Translation created, marketed or promoted by Microsoft or its Affiliates for such Geographic Region.If Company wants to create localizations and translations for any other country or region, or one that does not meet those criteria, then Company must sign a license agreement for the Microsoft Dynamics Partner Localization and Translation Licensing Program, by following the PLLP Sign Up Process, located at: https://mbs.microsoft.com/partnersource/partneressentials/pllp/Signup Further information on that program is also available at that link.

Use of the word country is for convenience only and is not intended to imply sovereignty for any disputed territory that may be mentioned below.

In addition to the terms in the body of this SPA, the following terms also apply to any Authorized Work:

1. Additional Definitions.

a) “Modifiable MS Code” means the programming code for the applicable Licensed Software that Microsoft designates as modifiable or otherwise makes available in a modifiable form.

b) “MS Toolkit” means any instructions, guidelines, best practice guides, specifications, programming code or tools that Microsoft makes available to Company Parties for use in creating any Authorized Work under this SPA, as such MS Toolkit is published by Microsoft from time to time on PartnerSource https://mbs.microsoft.com/partnersource/partneressentials/pllp.

c) “Support Lifecycle Policy” means the Microsoft support lifecycle policy for the Licensed Software as described at http://support.microsoft.com/lifecycle/ or any successor thereto.

2. Additional License Grant for Limited Localizations and Translations. Microsoft grants to Company Parties a non-exclusive, royalty-free, non-transferable, non-assignable, terminable (as provided for in section 10 (Term and termination) of the SPA), limited license, under Microsoft’s copyrights, to do the following during the term of this SPA:

a) modify, add to and otherwise adapt the Modifiable MS Code solely to create Authorized Localizations and Authorized Translations;

b) use the MS Toolkit solely to create Authorized Localizations and Authorized Translations; and c) copy the Modifiable MS Code and MS Toolkit, but only as reasonably required for Company Parties’ exercise of

the rights described in a) and b) above.

3. Distribution rights for Authorized Works. Company Parties may distribute Authorized Works only if and to the same extent that they can distribute the underlying Licensed Software under this SPA, and then only:

a) for use by Customers in conjunction with their use of the Licensed Software that the applicable Authorized Work was created by any Company Party under this SPA;

b) subject to the same limitations and restrictions that are related to distribution of such Licensed Software; andc) during the term of this SPA.

4. Release of New Versions. With Microsoft’s release of any new version of any Licensed Software:


http://support.microsoft.com/lifecycle/

https://mbs.microsoft.com/partnersource/partneressentials/pllp

http://www.microsoft.com/dynamics/en/us/localization-translation.aspx

a) Company must (and Company will ensure that each other Company Party will) update the Authorized Loc/Trans to conform to, and be compatible with, any related MS Update released by Microsoft during the term of this SPA;

b) Company Parties may continue to create, market and distribute Authorized Works based on prior versions of the Licensed Software, but only so long as Microsoft continues to market and sell end user licenses to such prior versions of the Licensed Software; and

c) Company Parties may continue to provide maintenance and support for Authorized Works based on prior versions of the Licensed Software, but only so long as Microsoft continues to give maintenance and support for such prior versions of the Licensed Software under the Support Lifecycle Policy.

5. MS Materials. Company Parties will not use any of the MS Materials for any purpose other than the creation of Authorized Works.

6. Prohibited Localizations. Company Parties’ rights to the MS Materials do not include any license, right, power or authority to create any Localization or Translation for any particular Geographic Region that competes with any Localization or Translation created, marketed or promoted by Microsoft or its Affiliates for such Geographic Region.

7. Additional Company Indemnity Obligations. Company must defend, indemnify and hold Microsoft harmless from any claim from a third party arising due to:

a) Any Authorized Work created, installed, marketed, promoted or distributed by any Company Party;b) Any service (including, without limitation, implementation, training, maintenance, technical support) provided by

or on behalf of any Company Party in connection with any Authorized Work; c) Any Self-Help Code introduced by or on behalf of any Company Party, contained or otherwise included in any

Authorized Work; d) Any use or inability to use the Licensed Software if such claim would not have occurred solely from use of the

Licensed Software without the Authorized Work; e) Any use or inability to use any Authorized Work;f) Any Authorized Work infringing, misappropriating, or alleged to infringe or misappropriate, any proprietary right

of a third party; andg) Any claim by a Customer that any Authorized Work damaged or otherwise adversely affected the Customer’s

systems, operations or business.

8. Regulatory Updates. Company Parties are solely responsible for monitoring the various Regulatory Requirements in the applicable Geographic Region for any changes in such requirements that are likely to apply to, or impact, the Authorized Loc/Trans. Company Parties will update the Authorized Loc/Trans, as applicable, periodically throughout the Support Lifecycle Policy of the Licensed Software to ensure such Authorized Loc/Trans is up-to-date with the then-current Regulatory Requirements published by any applicable Government Authority in the Geographic Region.

9. Authorized Loc/Trans Information. Each Company Party will give Customers and potential Customers true, accurate and complete information about the Authorized Loc/Trans, including that the Authorized Loc/Trans was created by or on behalf of the Company Party, the software license agreement and other terms (e.g., maintenance or support) related to such Authorized Loc/Trans. Without limiting the generality of the foregoing, Company Parties will deliver the Customer Agreement and fully disclose to the Customer the functionality, features, limitations and restrictions of the Authorized Loc/Trans (including, without limitation in the case of an Authorized Localization, the Regulatory Requirements included in such Authorized Localization) and the applicable Company Party's license, maintenance, support and other applicable terms before or at the time of purchase. Further, Company Parties will use commercially reasonable efforts to tell their Customers or resellers about any new or updated versions of the Authorized Loc/Trans.


SCHEDULE C

ONLINE SERVICES SCHEDULE

A translated version of this schedule was not available as of the publication date of this form. This schedule will be translated once the Online Services are made available in your area. Please check the following URL https://mbs.microsoft.com/partnersource/marketing/marketingcollateral/messagingframeworks/softwareplusservices.htm for Online Services availability updates.


https://mbs.microsoft.com/partnersource/marketing/marketingcollateral/messagingframeworks/softwareplusservices.htm