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PROGRAM SIGNATURE FORM - VOLUME LICENSINGr Microsoft Program Signature Form MBA/MBSA number Agreement number U0275474 01E73214 Volume Licensing Proposal ID Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new. For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. Contract Document Enterprise Agreement Number or Code 01E73214 <Choose Agreement> Document Number or Code <Choose Agreement> Document Number or Code <Choose Agreement> Document Number or Code <Choose Agreement> Document Number or Code Enterprise Enrollment X20 -02113 (K451) <Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code Amendment W29 (New) Document Description Document Number or Code Document Description Document Number or Code Document Description Document Number or Code Document Description Document Number or Code By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Customer Name of Entity (must be legal entity name)* City of Clearwater Signature* Printed First and Last Name* Daniel R. Mayer Printed Title* Information Technology Director Signature Date* Tax ID 85- 8012740095C -1 * indicates required field ProgramSignForm( MSSign)( NA ,LatAm)ExBRA,MLI(ENG)(Oct2012) Page 1 of 2 ADDITIONAL CUSTOMER SIGNATURES PER CUSTOMER'S REQUEST: CITY OF CLEARWATER, FLORIDA By: Approved as to form: Attest: Leslie K. Dougal Assistant City Attorney Rosemarie Call City Clerk William B. Horne II City Manager eta Microsoft Affiliate Microsoft Licensing, GP Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Effective Date (may be different than Microsoft's signature date) If Customer requires physical media, additional contacts, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send channel partner or Microsoft account manager, who must the signature form is fully executed by Microsoft, Customer Microsoft Licensing, GP Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511 -1137 USA or is reporting multiple previous Enrollments, it and the Contract Documents to Customer's submit them to the following address. When will receive a confirmation copy. Prepared By: Name of Preparer Email of Preparer ProgramSignForm(MSSign)(NA, LatAm)ExBRA,MLI(ENG)(Oct2012) Page 2 of 2 Program Signature Form MUSA otr::;:. 4 tr 0 lE"'"!;211- N,Otic 60ow 00 00w VO 16Me Licensing For the purposes of this form, "Customer can mean the signing entity. Enrolled Affiliate Government Partner, Institution or other party entering into a volume licensing program agreement signature term and ail cnntract documents rdeintified the tardie ')I )v are unitetiii,,t , hitthri'Aen rnr :,iitemer and the Microsoft Affiliate sign,no, as of the effective date identified be ow Contract Document Number or Code. trtC,ho se Agreement> CifrooSe Agreernent-., -Choose Agreement> Choose Agri-en-rent 5ei ,A9reercent> Enterprise E.nrOirddent c 0 noQse Enrolimont/Reors:rtatiOn' h00Se EnrohtnertiRegistiation> Choose EnroilmentiRearStratiOn> Choose EhroilmertiRegtstrationtr Amendment Amendment Document nescoption Document Driscnitt on Document Description Document Number or Code Document Number or Code Document Number or Code Document Number or Cede Document Number or Code X20-02113 rK451) Document Noinber di Code Document Number or Code Document Number or Crioe Document Number Ci;- Code W29 cNew; CTM O■lew) Document Nornuer Document Number or Code Document Number of Code srdihn uerow• Customer and the Microsoft Affiliate agree that both parties (1) have retc&tved read and understand the, aoove contract documents including any websites or documents iacrirporated by reference and any amendments and '2.) agree to be bound by the terms of 311 sub!, documents„ Name of En t tr! legal gotity Signature' Printed First arid 1..azt Name 4 i Printed Title* 1 -1--- Drell Signature Date* Tax IC) f 0:C 2 itet,chti.:c roie NA Mo 0001 r : ADDITIONAL CUSTOMER SIGNATURES PgR CUS'TOIVIER'S'Ftgou.sT: q!TY C.F.CLARWATER, FLOP.1DA Approved as to forrn: Leslie K. Dougall Assistant City Attorney By: Attest: ± )4 William B. Hornell City Manager /AL/IL-/A Rosemarie Call City Clerk Microsoft Licensing, GP Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Effective Date .1-1=t7TIC-G) 4013 Microsoft LicensIng,P"— DEC 1 1 2013 Vctoria Clarke --DublAuthorizethan behalf of Microsoft Licensing, GP (may be different than ;,,ti,:..rosoft's signature date) If Customer requires physical media, additional contacts, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send channel' partner onMicrosoft account manager, v.ho must the signature form is,fully executed by Microsoft, Customer Microsoft Licensing, GP Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA or is reporting multiple pi-eviou:-, Enro men s, it and the Contract DocuMPnts 'Lc Customer's submit them to the blowing jress. When wiil receive a confirmation copy Prepared By: Name of Preparer Email of Preporer ProgramSigr,Forrn(MSSign)(NA,LatAm)ExBRA.MLICENG)(Oct2012) Page 2 of 2 Enterprise Enrollment -- -- r''-- -- ' - - - Enterprise Enrollment number (mtcrosort to complete lifficrosott Previous Enrollment number (Reset ler to complete) Volume Licensing ^ ���/��|[�D�|[lO State and Local Proposal ID Earliest expiring previous Enrollment end date form to be This n«�Ko� ' valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrollment Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form, This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the P Selection Form, (4) an supplemental coot3ctinformation form or Previous Agreement/Enrollment hunn that may be required, (5) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement All terms used but not defined d sdhttp:Xvmmw_micnosoft.cnm/Ucenoing/oontrscta, In the event of any conflict the terms af this agreement control. Effective date. |f Enrolled Affiliate innnn �wi ng Software Assurance orSubsohp�on Licenses �nm one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. Otherwise, the a#ecdvm|date will be the date this Enrollment is accepted by Microsoft. If renewing Software Assurance, the Reseer will need to insert the previous enrollment or agreement number and end date in the respective boxes above Term. his Enrollment will expire on the last day of the month, 36 full calendar months from the effective date-n|*nsuthenwinerenevved. Any reference ir. this Enroflment to 'day" will be a catendar day. Product order. The Rese||er will provide Enrolled Affiliate with Product ncinQ and order. Prices and billing terms for alt Products ordered will be determined by agreement between Enrolled Affiliate and the Reseller.The RwneUer will provide Microsoft with the order separately from this Enrollment. Prior Enrollment(s). If Software Assurance or Subscription Licenses from another Enrollment ' or agreement, the previous Enrollment or agreement number and end date must be identified in the respective boxes above. If renewing from multiple Enrollments or agreementS. or transferring Software Assurance or MSDN details, the Previous Agreement/Enrollment form must be used. Terms and Conditions 1. Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in I:his Enrollment: "Additional Product" means any Product identified as such in the Product List and chosen by Enrolled Affiliate under this Enrollment. En2011ep"GovuS>aLokEwsy(Jum011) Page mw Document X20-02113 Volume | , �o Licensing �� _--- / _ "Enterprise Online Service' means any Online Service designated as an Enterprise Oniine Service in the Product List and chosen by Enrolled Affiliate under this Enrollment_ Enterprise Online Services are treated as Online Services, except as noted "Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product List and chosen by Enrolled Affiliate under this Enrollment Enterprise Products may only be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this program. Expiration Date" means the date upon which the Enrollment expires. -Industry Device" (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device (such asu personal nompuher). a multi-function server, or a commercially viable substitute for one of these systems: and (2) only employs an industry or task-specific software program (n g. a computer-aided design program used by an architect o/a point of sale program) ("| ("Industry Program"). The device may include features and functions derived from Microsoft software or third-party software, If the device performs desktop functionS (such as email, word processing, spreadsheets. databame, network or Internet bnovvsing, or aohmdu\ing, or personal finance), then the desktop functons: (1) may only be used fo r the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality, "Qualified Device" means any personal desktop computer, portable computer, workstation, or similar device that is used by or for the benefit of Enrolled Affiliate's Enterprise. It does not include: (1) any computer that is designated as a server and not used as a personal computer, (2) any Industry Device, (3) any device running an embedded operating system (e.g., Windows Phone 7) that does not access a virtual desktop infrastructure, or (4) any device that is not managed and/or controlled either directly or indirectly by Enrolled Affiliate's Enterprise. Enrolled Affiliate may include as a Qualified Device any device which would be excluded above (e.g., Industry Device). "Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1).is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product List_ "Reserved License" means for an Online Service identified as eligible for true-ups in the Product List, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation, "Transition" means the conversion of one or more License to or from another License(s). Products eligible for Transition and permitted Transitions are identified in the Product List. -Transition Period" means the tirne between the Transition and the next Enrollrnent anniversary date for which the Transition is reported. 2. This Enrollment enables Enrolled Affiliate's Enterprise to obtain, or subscribe to, Licenses for Enterprise Products, Enterprise Online Services and Additional Products. Enrolled Afffliate may choose between on-premise software and Online Services as welt as the ability to transition Licenses to Online Services emaining Enterprise-wide coverage, Additionally, Enterprise Online Services may be purchased without Enterprise-wide coverage 3. Product Use Rights, Qualifying Systems Licenses~`'- ��� Transitions. In addition to applicable terms of the Enterprise Agreement the following terms apply to this Enrollment 2 of 14 EA2011EnrGov(US)SLG(ENG)(Jul2011) Page Document X20-02113 ' ^ Volume i ^| ���|U���� ������U��] m�°p.�"~�=�°�°� `~'`'~ Licensing zn a. Product Use Rights. For Enterprise Pmducts, if a new Product version has more restrictive use rights than the version that is current at the start of the app initial cr renewal term of the Enrollment, those more restrictive use ri htawiOno{app|yh»MhaEnro(ledAffi|iate^ouse of that Product during the term b. Qualifying systems Licenses. The operating system Licenses nted under this program is upgrade Licenses only. Full operating system Licenses are not available under this program. If Enrolled Affiliate selects any Desktop PkaUbrnn, Windows Desktop Operating System Upgrade, or Windows Intuna all Qualified Devices on which Enrolled Affiliate expects to run the Windows Desktop Operating System Upgrade must be licensed to run, and have installed on thenn, one of the qualifying operating systems identified in the Product List. Note that the Ustofnparadng systems that qualify for the Windows Desktop Operating System Upgrade varies with the circumstances of the order. That Iist is more extensive at the time of the initial order than it is for some subsequent orders and system refreshes during the term of this Enrollment Exclusions are subject to change when new versions of Windows are released. For example: The following are not considered qualifying operating systems: (1) ANY Windows Home or Starter edition; (2) Embedded Systems; and (3) Linux. These are examples of exclusions only and may change. Please see Product List for all current qualifying operating systems. c. Transitions The following requirements apply to Transitions: (|) Licenses |\h active Software Assurance or Subscription at any time if permitted in the Product List While Enrolled Affiliate may Transition any time, it will not be able to reduce Licenses or associated Software Assurance prior to the end of the Transition Period. (ii) |f a License m is made back to a License at had active Software the ^~ date Transition, then Software Assurance will need to re-ordered for all such Licenses on a prospective basis following the Transition Period. Software Assurance coverage may not exceed the quantity of perpetual Licenses for which Software Assurance was current at the time of ariy prior Transition, Software Assurance may not be apptied to Licenses transferred by Enrolled Affiliate. (Hi) If a device-based License is Transitioned to a user-based License, all users of the device must be Iicensed as part of the Transition. (iv) If a user-based License is Transitioned to a device-based L' nse. all devices accessed by the user must be Iicensed as part of the Transition. d. Effect of Transition on Licenses. Transition will not affect Enrolled Affiliate's nghtn in perpetual lJcenses paid in fuI. (1) New version rights will be granted for perpetual Licenses covered by Software Assurance up to the end of the Transition Period (ii) For L&SA not paid in full at the end of the Transition Period, Enrolled Affiliate will have perpetual Licenses for a proportional amount equal to the total of instaltments paid versus total amounts due (paid and payable) for the Transitioned Product. (iii) For L&SA not paid in full or granted a perpetual License in accordance with the above or Subscription L\oenseo, all rights to Transitioned Licenses cease at the end of the Transition Period. 4. a. Price Levels. For both the inihol and any renewal term Enrolled Affiliate's Price Level for all Pcoducts ordered under this Enrollment are subject to Section 2(e)(i) of the Enterprise �ovw ezm11s ��) '~"`~` '~~`"'~'`-~�--' Document x20-02113 Volume Licensing °=��~�°`°��==�� � ,~~.~....~~ Agrewment, ao mmended. throughout the term of the Enrollment. Price Leve'n will be captured in the Product Selection Form, b. Setting Prices. Enrolled Affiliate's prices for each Product will be established by its Resetier Microsoft's prices for Raae!|ero are fixed throughout the Enrollment term based upon curnont prices at the time of the initiaI order for the Product This nciudes the foItowng: (i) Any future pricing (if applicable) and (ii) Prices for Transi8ons, including any prices related to the use of a Product during the Transition Period (if applicable). 5. Order requirements. k� a. Minimum O�m�qai�men�.E�e�oa��beo�e��e ��mm��nQ.Enno Affitiate's Enterprise must have a minimum of 250 Qualified Usersor Qualified Devices. (|) Initial Order. Initial order must include at least 250 Licenses from orie of the four groups outlined in the Product Selection Form. (i|) If choosing Enterprise Products. If choosing Enterprise Products in a specific group outlined in the Product Selection Form, Enrolled Affiliate's initial order must include an Enterprise-wide selection of one or more Enterprise Products or a mix of Enterprise Products and corresponding Enterprise OnUne Services for that group Oil) Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. |v) Country of Usage. Enrolled Affiliate must s ify the countries where Lcenses wHl be used on ts tnitial order and on any addttonaI orders � b. Adding Products. (i) Adding new Products not ' mms|V ordered. Affiliate rnay add new Enterprise Products by entering into a new EnroUn�entoran pmpart ofa renewal. New Enterprise Online Services may be added b y contacting a Reseller. New Additional Products, mtherthan Online Semicen.n1oybe used �an order is placed in the month the is first used. For Additional Products that are Online Services, an ntia order for the Onkne Service is required prior to use. (ii) Adding Licenses for previously ordered Products. Additional Licenses for previou&y ordered Products must be included in the next trueup order Enrolled Affiliate must Licenses for Online Services prior to use, unless the Online Services are (1) identified as ehgible for true-up in the Product List or (2) included as part of ather Licenses (eg. ' Enterprise CAL), c. True-up orders. Enrolled Affiliate must submit an annual true-up order that accounts for changes since the initial order or last true-up order, including: (1) any increase in Licenses, ncluding any increase in Qualified Devices or Qualified Users and Reserved Licenses; (2) Transitions ` if permitted); or (3) Subscription License quantity reductions (if permitted). NnzsoM. at its discretion and as permitted by applicable (ow, may validate the customer true-up data submitted through a formal product deployment assessment, using an approved -~ . pdotmnubnU±edthruuQhohnnneiproduotdeploymmntasoesomont,usinQanapproved Software Asset Management (SAM') Partner. The true-up order must be received by Microsoft between 60 and 30 days prior to the Enrollment anniversary date. The third-year anniversary true-up order is due within• 30 days prior to the Expiration Date. Enrolled Affiliate may true-up more often than at each Enrollment anniversary date except for Subscriptior) License reductions. (i) Enterprise Products. Enrolled Affiliate must determine the current number of Qualified Devices and Qualified Users (if ordering user-based Licenses) and order the License difference (if any), including any Enterprise Online Services. sx2011EnxGpv(Ua)SLo(Ewo)(Jvm0 n ~v~4 of 14 Document 1s Microsoft I Volume Licensing (ii) Additional Products. For Products which have been previously ordered, Enrolled Affiliate must determine the Additional Products used and order the License difference (if any). (iii) Online Services. For Online Services identified as eligible for true -up orders in the Product List, Enrolled Affiliate must first reserve the additional Licenses prior to use. Microsoft will provide a report of Reserved Licenses in excess of existing orders to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retroactively for the prior year based upon the month in which they were reserved. (iv) Late true -up order. If the true -up order is not received when due: 1) Microsoft will invoice Reseller for all Reserved Licenses not previously, ordered. 2) Transitions and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). (v) Transitions. Enrolled Affiliate must report all Transitions. Transitions may result in an increase in Licenses to be included on the true -up order and a reduction of Licenses for prior orders. Reductions in Licenses will be effective at end of the Transition Period. Associated invoices will also reflect this change. (vi) Subscription License Reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses on a prospective basis if permitted in the Product List as follows: 1) For Subscription Licenses part of an Enterprise -wide commitment, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices identified on the Product Selection Form. Step -up Licenses do not count towards this total count. 2) For Enterprise Online Services not a part of, an Enterprise -wide commitment, Licenses can be reduced as long as the initial order minimum requirements are maintained. 3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's use of the applicable Subscription License will be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up order Enrollment anniversary date and effective as of such date. (vii)Update statement. An update statement must be submitted instead of a true -up order if, as of the initial order or last true -up order, Enrolled Affiliate's Enterprise has not (1) changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate's authorized representative. The update statement must be received by Microsoft between 60 and 30 days prior to the Enrollment anniversary date. The last update statement is due at least 30 days prior to the Expiration Date. d. Step -up Licenses. For Licenses eligible for a step -up under this Enrollment, Enrolled Affiliate may step -up to a higher edition or suite as follows: (1) For step -up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up process. (ii) If step -up Licenses are not included on an initial order, Enrolled Affiliate may step -up initially by following the process described in the Section titled "Adding new Products not previously ordered," then for additional step -up Licenses, by following the true -up order process. EA2011 EnrGov(US)SLG(ENG)(JuI2011) Page 5 of 14 Document X20 -02113 Microsoft Volume Licensing ng (iii) If Enrolled Affiliate has previously ordered an Online Service as an Additional Product and wants to step-up to an Enterprise Online Service eligible for a Transition, the step-up may be reported as a Transition. (iv) If Enrolled Affiliate Transitions a Liomnoe, it may be able to further step-up the Tmanoitioned License. If Enrolled Affiliate to step-up and the step-up License is � -,� separately eligible to be Tnonnitioned, such step-up Licenses may result in a License reduction at the Enroflment anniversary date foHowing the step-up. 6. Payment terms. For the initial or renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollment term If spread payments are e|ected, unless indicated o1hemvioo, Microsoft will invoice Enrolled Affiliate's ReseUer in three equal annual installments. The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and on each Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annuaUy or upfront for Online Services and upfront for all other Licenses. 7. End of Enrollment term and a. General. At the Expiration Da$e, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, pt as otherwise provided in this Enrollment. b. Renewal Option. At th Expiration Date, Enrolled Affiliate can renew the Enrollment for one additional 36 full calendar month term or signing a new Enrollment. Microsoft must receive a Product Selection Form and renewal order prior to or at the Expiration Date. The renewal term will start on the day follming the Expiration Date Microsoft will not unreasonably reject any renewal. Microsoft may make a change to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new Agreements and Enrollments. c. If Enrolled Affiliate elects not to renew. (1) Software Assurance. It EnroUed Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be perm|bed to order Software Assurarice later without first acquiring L&SA. (R) Online Services eligible for Extended Term. For Online Services identified as eligible for an Extended Term in the Product List, the following options are available at the end of the Enroltment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term feature that allows Online Services to continue month-to-month CExtended Term~) is available. During the Extended Tenn, Online Services will be invoiced monthly at the then-current published price for Enrolled Affiliate's price level as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate does want an Extended Tann, Government Partner must submit a request to Microsoft. Microsoft must receive the request not ess than 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. If Enrolled Affiliate, has opted for the Extended Term and later determines not to continue with the Extended Term, Government Partner must submit a notice of cancellation for each Online Service. Cancellation will be effective at the end of the month following 30 days after Microsoft has received the notice (Ili) Online Services not eligible for an Extended Term. If Online Services are not identified as eligible for an Extended Term in the Product List, the Licenses will be �mw s«2011 ��) Page �~—'`--'--------' Document X20-02113 , , �&�i Licensing wm*�*°�~w=°��°= Volume ~ �� cancelled and will terminate as of the Expiration Date. Any associated media must be unmstaUed and destroyed and Enrolled Affiliate's Enterprise must discontinue use Microsoft may request written certification to verify compliance. (iv) Customer Data. Upon expiration or termination of a License for Online Seminea, Enrolled Affiliate must tell Microsoft whether to: 1) disable its account and then delete its Custorner Data ("Data Deletion"); or 2) retain its Customer Data in a limited hinction account r at least 90 days after expiration or termination of the License for such Online Service (the "Retention Period") so that Enrofled Affiiiate may extract its Customer Data. 3) |/ Enrolled Affiliate indicates Data Deletion, Enrolled Affiliate will not be able to extract its Customer Data if Enrolled AffUiate indicates it wants ntion Period, Enrolled Affiliate will be able to extract its Customer Data through Microsoft's standard processes and tools, and Enrolled Affiliate will reimburse Microsoft if there are any appllcabte costs to the extent allowed by applicable }ow. If Enrolled Affiliate does not indicate either Data Deletion or a Retention Period, Microsoft will retain Enrolled Affiliate's Customer Data in accordance with the Retention Period. 4) Following the expiration of the Retention Period, Microsoft will disable Enrolled Affitiate's account and then delete its Customer Data. 5) Enrolled Affiliate agrees thoi, other than as described Microsoft has no obligation to continue to hold, export or return Enrolled Affiliate's Customer Data Enrolled Affiliate agrees Microsoft has no liability whatsoever for deletion of Enrolled Affiliate's Customer Data pursuant tothese terms. d. Termination. Termination mm nwr cause. Either party to an Enrollment may it if the other party materially breaches its obligations agreement. including - if such non-payment is causby ~ nnn-appropriationcffunde). Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days notice and opportunity to cure.. (ii) The parties acknowledge and agree that the State of Florida's performance and obligation annual appropriation ~ �b'MheLegis|o ne.|ndheeventfundmmnanotnpprophaUedbyNhe Legislature, the provide 3O days vvhben notice to Microsoft of such non-appropriation -=— nd intent to te mate any applicable Enrollments (iii) (W) Early termination. |f(1)on Enrolled Affiliate terrninates its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non- appropriation of funds, or (4) Microsoft terminate an Enrollment for non-payment due to non-appropriation of funds, then the Enrolled Affiliate will have the following options: • It may immediatety pay the total remaining amount due, including all insta||mento, in which case, the Enrolled Affiliate wiU have perpetual rights for ati Licenses it has ordered; or • It may pay only amounts due as of the termination date, in which case the EnmUa$ Affiliate will have perpetual Licenses for: 1) all copies of Products (including the latest version of Products ordered under SA coverage in the current term) for which payment has been made tn full, and 2) the number of copies of Products it has ordered (including the latest version of Products ordered under Software Assurance coverage in current term) that is proportional to the total of ro/�* Exzon /) Page - �`~``~`^—--'--- Document X20-02113 Microsoft I Volume Licensing installment payments paid versus total amounts due (paid and payable) if the early termination had not occurred. Nothing in this section shall affect perpetual License rights acquired either in a separate agreement or in a prior term of the terminated Enrollment. (iv) Effect of termination or expiration. When an Enrollment expires or is terminated, • Enrolled Affiliate must order Licenses for all copies of Products it has run for which it has not previously submitted an order. Any and all unpaid payments or any order of any kind, including subscription services, remain due and payable. Except as provided in the subsection titled "Early termination," all unpaid payments for Licenses immediately become due and payable. • Enrolled Affiliate's right to Software Assurance benefits under this agreement ends if it does not renew Software Assurance. (v) Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or terminate an Online Service where there is any current or future government requirement or obligation that: (1) subjects Microsoft to any regulation or requirement not generally applicable to businesses operating there; (2) presents a hardship for Microsoft to continue operating the Online Service without modification; and /or (3) causes Microsoft to believe these terms or the Online Service may be in conflict with any such requirement or obligation. For example. Microsoft may modify or terminate an Online Service in connection with a government requirement that would cause Microsoft to be regulated as a telecommunications provider. (vi) Enterprise Agreement Program updates. Microsoft may make a change to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments:For Subscription Licenses, in the event of a breach by Microsoft, Microsoft will issue Reselier a credit for any amount paid in advance that would apply after the date of termination. EA2011 EnrGov(US)SLG(ENG)(Ju12011) Page 8 of 14 Document x20 -02113 Microsoft 'Volume Licensing Enrollment Details 1. Enrolled Affiliate's Enterprise. Identify which Affiliates are included in the Enterprise. Check only one box in this section: E Enrolled Affiliate ❑ Enrolled Affiliate and the following Affiliate(s): Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded: Pease indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment: Exclude future Affiliates 2. Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks ( *) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https://www.microsoft.com/licensing/servicecenter. a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. Name of entity (must be legal entity name)* City of Clearwater Contact name* First Dan Last Mayer Contact email address* dan.mayer ©myclearwater.com Street address* 100 S. Myrtle Ave City* Clearwater State /Province* FL Postal code* 33756 -5520 (For U.S. addresses please provide the zip + 4, e.g. xxxxx -xxxx) Country* US Phone* 727- 562 -4662 Fax Tax ID b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may EA2011EnrGOv (US)SLG(ENG)(Jul2011) Page 9 of 14 Document X20.021 13 . ^ | �<_���������� Microsoft 'Volume ^- �~ � '^:� grant online access to others, and (3) is authorized for applicable Online Services to add or reassign Licenses, step-up, and initiate Transitions prior to a true-up order. Same as primary contact Name of entity* Contact name* First Last Contact emait address* Street address* City* Stmte/Prmvinoe^ Postal code* - (For U.S. addresses, please provide the zip + 4, e.g xxxxx-xxxx) Country* Phone* Fax Language preference. Choose the language for notices. English Ej This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives personafly identfiabIe information of the Customer and its Affihiates. c. Microsoft Account Manager. Microsoft Account Manager for this Enrolled Affiliate is: Microsoft account manager name: Microsoft account manager email address: d. Media delivery contact (DO NOT COMPLETE IF ATTACHING MEDIA ELECTION FORM). This is the contact at the ship to/electronic delivery address. Same as notices contact and Onlne Administrator Name of entity* Contact First* Lmot Contact email address (required for ontine access)* Street address (no P0 boxes accepted)* City* State/Province" Postal code* - (ForU S. addresmen, please provide the zip +4. e.g. xxxxx-xxxx) Country* Phone* Fax e. Manager. Services �mm��r' Thiw contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses, step-up, and initiate Transitions prior to a true-up order. Same as notices contact and Online Administrator Name of entity* Contact name*: First Last Contact emait address* Street address* City* State/Province* Postal code* Country* Phone* Fax �l This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity. f. Reselleri*fonnation. Resel|er contact for this Enrollment is: {�� Re*=` company ~~^~ S` '-- '�), ��cn+�/� S address (PO boxes will notbe acca�md�2�o^'_u` �p *°Sc ince^^Q3- Postal code" < Contact name* / LCr,(��/c~— 0 of 14 EA2011EnrGov(US)SLG(ENG)(Jul201^) Page Document X20-02113 g. Microsoft- Volume Licensing T(' Phone*-oot; • Fax 8'0 Contact email address*,..4 -k-ec,p--, Ca) Sti I The undersigned confirms that the information is correct. [Name of Reseller*Siii /0-1-crrI4 /6,-,a / Signature /, Z • "" Y --LL '6;--- * 7.--Z)4,- iz- -C. ' Printed name* /21. (- 11C 1 Lect( Iri It /- Printed title* C0,14 r-nc, 4 .._!..6,-x.f. c ;c, Date* Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. if Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default. • Additional notices contact • Software Assurance manager • Subscriptions manager • Customer Support Manager (CSM) contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? Ei Yes, No. Page 11 f14 EA2011EnrGov(US)SLG(ENG)(Jul2011) o Document X20-021 13 Microsoft 'Volume Licensing Enterprise and Enterprise Subscription Enrollment Product Selection Form — Amendment ID CTM - SplitCC The following Amendment replaces the standard Enterprise and Enterprise Subscription Enrollment Product Selection Form and Amends the "Order Requirements" Section of the Enrollment. This Amendment enables the Enrolled Affiliate the ability to meet the initial Enrollment Order requirements with Products other than Enterprise Products and Enterprise Online Services Products, These Products are captured under the Platform Option of "Enterprise Product Components" specified in Step 1 below. Enrolled Affiliate may select "Enterprise Product Components" for all Qualified UserslDevices without the requirement of also having Enterprise Products or Enterprise Online Services specified on this Amendment. Step 1. Please indicate whether Enrolled Affiliate is ordering Enterprise Products or Enterprise Online Services on the initial enrollment order. Choose both if applicable. ❑ Enterprise Products. Choose platform option: <Choose One> Qualified Devices: ❑ Enterprise Online Services Step 2. Select the Products and Quantities Enrolled Affiliate is ordering on its initial Enrollment Order. Quantity may not include any Licenses which Enrolled Affiliate has selected for optional future use, or to which it is transitioning or stepping up within enrollment term. Products for which the Enrolled Affiliate has an option to transition or step -up should be listed in Step 3. Qualified Users: Office Professional Plus Office Pro Plus Office Pro Plus for Office 365 Office Standard Office 365 Plans Office 365 (Plan E1) Office 365 Tian E2) Office 365 (Plan E3) Office 365 plan E4) -4 EA2011EnrGcv (US)SLG(ENG)(Ju12011) Page 12 of 14 Ooument X23 -02113 Microsoft Volume Licensing Products2 Quantity --` Client (CAL). Core CAL or CAL �� � �� � ��ConaCAL.�o�d Br�geCAL�(kopp�a�e) Core CAL Core CAL Bridge for Office 365 Core CAL Bridge hzrVWndows|nhune ----- Core CAL Bridge for Office 3G5 and Windows ECAL Bridge for Windows Intune ECAL Bridge for Qffice365 and d W |ntune The Client Access L selection the same s a c_ n � e Enterp hse . Specify *hed`er licensing CAL ' Dov�eorUser <Choose One> Enterprise Product Coniponents. Choose 1 or multiple Components r�no��& E�h�"eS�»���L —EiSystem Center Configuration Manager Client ML SharePoint CAL EndPm� Lync Server Standard CAL Windows Remote Desktop Services CAL Exchan e Enter rise CAL SharePoint Enterprise CAL LvnoRe�ar CAL Client Management Suite ML Forefront Protection Sulte 0 . Access the Ent_ rise Specify whether licensing CAL per Device or User: <Choose One> Windows Desktop_ Windows OS Upgrade Windows VDA Windows Intune Windows lntune Vindows|niunn Enterprise Other Products Microsoft Desktop Optimization PackMDOP)4 SQL Server Device CAL Enterprise CAL LECAL) ECAL ECAL Bridge for Office 365 SOL Server User CAL If selecting Windows Desktop or Windows |rtune option, Enrolled Affiliate acknowledges the following: a. The Windows Desktop. Operating System Upgrade |ioensonufferoddhroughdhis Enrollment are not full licenses. The Enrolled and any included Affiliates have qualifying operating system licenses for alt devices on which the Windows Desktop Operating System Upgrade or Windows |ntune licenses are run. b. In order to use a third party to neimmge the Windows Operating System Upgrede, Enrolled Affiliate must certify that Enrolled Affiliate has acquired qualifying operating system licenses. See the Product List for details. Page 13 of 14 Document x20-02113 . , Volume Licensing � �������� ������;��� . Step 3. Indicate new Enterprise Products and Online Services Enrolled Affiliate has selected for optional future use where not selected on the initial enrollment order (above): � Prmdmots~ Office Pro Plus for Office 365 ro Office 365 (Plan El) Office 365 (Plan E2) Office 365 Tian E3) El Office 365(PlanE4) Enterprise CAL (ECAL) Step-up, incIudin Bridge CALs Windows lntune Add-on Step 4 Establish the Enrolled Affiliate's Price Level. Enrolled Affiliate must first count the quantity of 'Softwmna Assurance and Licenses in each of the groups as described below by using the quantities entered in the above table. If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pon|, the price level for Additional Products in the same pool will be price level "D" throughout the term of the Enrollment Do not include Bridge CALs, as License quantities are determined by the corresponding Enterprise Online Service(s). Products Price Qty from above Group Office Professional Plus + Qffice Professional Plus for Office 365 + Office 365 (Plans E2—E4) Client Access License + I Office 365 (Plans El-E4) + Enterprise Product Components Client Access License + Windows Enterprise Product C ts Windows Desktop Upgrade + 1. 2 3 250 and Above 4 pmuduotOffehng8Pmo| Enterprise Products and Entempr�wOnQne Services: Set pr�e�v�ua�gthe _'__ '� hest -_.�"—_~-~"o.~.~^° hi ouanom/uxuo/vuva 1 through Additional Product Additional Product Application ���� Pool: Set price level using the highest quantity from Group --|Product Systems Pool: Set price level using quantity frornGroup4 � D Enterprise On3ne Services may not be available in all locations. Ptease see the Product Lisi for olist of locations where these may be purchased. 2 Additional Products may be included on the orer but are not selected on this form 3 Windows Intune Add-on requires purchase of Windows OS Upgrade or Windows VDA. 4 MDOP requires purchase of Windows OS Upgrade, Windows VDA, or Windows Intune. Price Level O O D ' be t���8 signature for�»to be valid. ",~°~~...-~_-_ _---- sAaonsn 1) Page 14 mw Dot6ment X20-02113 Microsoft \ Volurne Licensing Enterprise Enrollment (Indirect) Amendment ID (CTM) For the purposes of this Amendment Entity" can rnean the signing enhity, Customer Enrolled Affiliate. Government Partner, Institution, or other party entering into a volume licensing program agreement, Notwithstanding ing anything to the contrary or in addition to any terms in the Enrollment, the Enrollment is amended aofollows: Office 365 for Government The following set of Terms applies to Entity when ordering Office 365 for Government Online Services. Definitions: The foliowing defnitions are used in this Arnendment and apply to documents incorporated by reference: "Office 365 ��PmU����a� - ebigible US Federal, provisioned in Microsoft's multi-tenant data centers for exclusive use by State, Local, and Tribal Government Customers only and offered in accordance with the de�nadin the Nadnnm||n�hu�cf Standards and Technology 'cnmmuni�ycloud" �eV as (N|8T) Special Publication 80-145 2. Office 365 for Governments Terms For purposes of this Amendment Office 365 for Government, tables a and b, below, contains mappings for Office 365 for Government Online Services and their equivalent/corresponding Office 365 for Enterprise Online Services (EquivaIent OnIine Services." Each Office 365 for Govemment Online Service shown below is subjecl to the sarne terms and conditions as its corresponding Equivalent Online Service, except as otherwise provided in the applicable Product List and this Amendment, Notwithstanding references to Transitions and Reserved Licenses Entity's Enterprise Enrollment, Transitions and Reserved Licenses are not available at this tirne for Office 365 for Government through the Volume Licensing Service Center btt may be available through a manual request process using a License Reservation Form to be provided by Microsoft upon request a. Office 365 for Government component Online Services- Equivalent Online Services Mapping Remainder of page intentionally left blank (orw)s^mm°,mom0(swa)(JuI2013) Gov Comm Cloud BL) Page 1 of 4 SharePoint Online Plan 1 0 SharePoint Online Plan 1 SharePoint Online Plan 2 G SharePoint Online Plan 2 Office Web Apps wl SharePoint Plan 1 G Office Web Apps w/ SharePoint Plan 1 Office Web Apps w/ SharePoint Plan 2 G Office Web Apps w/ SharePoint Plan 2 Office Professional Plus for Office 365 G Office Professional Plus for Office 365 ... b- Office 365 for Government Suites — Equivalent Enterprise Online Services Mapping Office 365 for Government - Equivalent "Enterprise Online Services" Suites' Office 365 Plan G1 Office 365 Plan G2 Office 365 Plan G3 Office 365 Plan G4 Office 365 Enterprise Online Services Office 365 Pian E1 Office 365 Plan E2 Office 365 Plan E3 Office 365 Plan E4 Office 365 Plan K1 G Office 365 Plan K2 G ' Office 365 for Government "Equivalent Online Services" Suite Orders, (G1 -G4) will be captured on a separate Product Selection Form. Office 365 Plan K1 Office 365 Plan K2 3. Office 365 for Government Customer Requirements. Entity is a United States Federal, State, Local or Tribal government entity. Enterprise and Enterprise Subscription Enrollment Product Selection Form — CTM Office 365 for Government Step 1. Please indicate whether Enrolled Affiliate is ordering Enterprise Products or Office 365 for Government Online Services on the initial enrollment order. Choose both if applicable. Enterprise Products. Choose platform option: <Choose One> Qualified Devices: Qualified Users: Office 365 for Government Online Services Step 2. Select the Products and Quantities Enrolled Affiliate Is ordering on its initial Enrollment Order. Quantity may not include any Licenses which Enrolled Affiliate has (CT M)EnrAmend(GOV)(ENG)(Ju12013) Gov Comm Cloud CTM BD Page 2 of 4 Office 365 for Government Online Services O Office 365 Equivalent Online ervices Exchange Online Plan 2 4 Exchange Online Plan 2 0 E Exchange Online Kiosk G E Exchange Online Archiving Add -On for on- Exchange Online Archiving Add -On for on- E Lync Online Pan 1 G L Lync Online Plan 1 r L Lync Online Plan 2 G L I L Lync Online Plan 3 G L Lync Online Plan! 3 b- Office 365 for Government Suites — Equivalent Enterprise Online Services Mapping Office 365 for Government - Equivalent "Enterprise Online Services" Suites' Office 365 Plan G1 Office 365 Plan G2 Office 365 Plan G3 Office 365 Plan G4 Office 365 Enterprise Online Services Office 365 Pian E1 Office 365 Plan E2 Office 365 Plan E3 Office 365 Plan E4 Office 365 Plan K1 G Office 365 Plan K2 G ' Office 365 for Government "Equivalent Online Services" Suite Orders, (G1 -G4) will be captured on a separate Product Selection Form. Office 365 Plan K1 Office 365 Plan K2 3. Office 365 for Government Customer Requirements. Entity is a United States Federal, State, Local or Tribal government entity. Enterprise and Enterprise Subscription Enrollment Product Selection Form — CTM Office 365 for Government Step 1. Please indicate whether Enrolled Affiliate is ordering Enterprise Products or Office 365 for Government Online Services on the initial enrollment order. Choose both if applicable. Enterprise Products. Choose platform option: <Choose One> Qualified Devices: Qualified Users: Office 365 for Government Online Services Step 2. Select the Products and Quantities Enrolled Affiliate Is ordering on its initial Enrollment Order. Quantity may not include any Licenses which Enrolled Affiliate has (CT M)EnrAmend(GOV)(ENG)(Ju12013) Gov Comm Cloud CTM BD Page 2 of 4 selected for optional future use, or to which it is transitioning or stepping up within enrollment Venn Products for which the Enrolled Affiliate has an option to transition or step-up should be listed in Step 3. Quantity Office femwhonaUPhus Office Standard Office Pro Plus Office Pro Plu for Office 305 GE Office 366 Plan& Office 365 (Plan G1 /El) Office 365 (Plan G2/E2) Office 365 (Plan G3/E3.) Office 365 (Plan G4/E4) I Client Access License (CALL Choose 1 Option. 0 Core CAL, including Bridge CAL's Of applicable) ... _ Core CAL Core CAL Bridge for Office 365 Gore GAL Bridge for Windows ntune . ... "^-',-'°.=..vu�~.�`^/i.�..�'°+.^�" �o�4*�ovnu�/mvom=°°�=~~.~°.~. 0 Enterprise CAL (ECAL). ECAL ECAL Bndqe for Office 365 ECAL Bridge for Windows Intune ECAL Bridg_e for co 365 and Windows Intune Product& Component CALs Windows Server CAL Exchange Server Standard CAL SharePoint Server Standard CAL Lync Server Standard CAL stem Center Configuration Manager CAL Sv stem Center End pointProtection Quantity licensing CAL per Devic or User: <Choos One> Windows Desktop Windows OS Upgrade Windows VDA Windows Intune Windows Intune Other Enterprise Products I ,Microsoft Desktop Optimization Pack (MDOP)2 If selecting Windows Desktop, Enrolled Affiliate acknowledges the following: kCrM)EnrAmend(om»(swo)(Julm13) Gov Comm Cloud ���� CTM of 4 -- Share Point Server Enterprise CAL _____ -- — Lync Server Enterprise rise CAL System Center CUerit Management Suite Active Directory Rights Managernent Services CAL Exchange Online Archiving SQL Server GAL ,^ ,"-_^^---~~/:~~.~~~"/a~+/"""`.."t hmtxw same across the Enterprise. Specify whether licensing CAL per Devic or User: <Choos One> Windows Desktop Windows OS Upgrade Windows VDA Windows Intune Windows Intune Other Enterprise Products I ,Microsoft Desktop Optimization Pack (MDOP)2 If selecting Windows Desktop, Enrolled Affiliate acknowledges the following: kCrM)EnrAmend(om»(swo)(Julm13) Gov Comm Cloud ���� CTM of 4 a. The Windows Desktop Operating System Upgrade licenses offered through this Enrollment are not full licenses. The Enrolled Affiliate and any included Affiliates have qualifying operating system licenses for all devices on which the Windows Desktop Operating System Upgrade or Windows Intune licenses are run. b. In order to use a third party to reimage the Windows Operating System Upgrade, Enrolled Affiliate must certify that Enrolled Affiliate has acquired qualifying operating system licenses. See the Product List for details. Step 3. Indicate new Enterprise Products and Online Services Enrolled Affiliate has selected for optional future use where not selected on the initial enrollment order (above): Products2 Office Pro Plus for Office 365 G/E Q Office 365 (Plan G1 /E1) ❑ Office 365 (Plan G2/E2) O Office 365 (Plan G3 /E3) ❑ Office 365 (Plan G4 /E4) 0 Enterprise CAL (ECAL) Step -up, includin_g_Bridge CALs 0 Windows Intune it Winrinws Intune Add -on' Additional Products may be included on the order, but are not selected on this form. Windows Intune Add -on requires purchase of Windows OS Upgrade or Windows VDA. ' MDOP requires purchase of Windows OS Upgrade, Windows VDA, or Windows Intune. This form must be attached to a signature form to be valid. ( CTM)EnrAmend(GOV)(ENG)(Ju12013) Gov Comm Cloud CTM BP Page 4 of 4 . . Microsoft i�/r,,A����1�����[]s�ng Enterprise �� lU - � n����������* Amendment \D W29 1. On the fir page of the Enrollment, the following is added after the second p4ragraph: By entering into this Enrollment, the Enrolled Affiliate agrees that (1) it also has 250 or more Qualified Devices or Qualified Users; or (2) as a 'condition of entering into this Enrollment with 25- 249 'Qualified Devices or Qualified Users, Enrolled Affiliate has 'elected not to receive CD ROMs as part of the Enrollment and therefore no CD ROMs will automatically be shipped, If Enrolled Affiliate is enrolling with 25-249 Qualified Devices or Qualified Users and it would like to receive CD ROM Kits and updates, Enrolled Affiliate may order these through its Reseller for a fee. The submission of this Amendment can only be placed against a 2011 Enterprise Agreement or an Enrollment that has the Updated EA Amendment terms and conditions applied. The submittal of this Amendment may not be contingent on submittal of a new Enterprise Aqreernent. 2. Secton 5a of the Enrollment titled "Order Requirements", is hereby amended and restated in its entirety with the following: a. Minimum Order Requirements. Enrolled Affiliate's Enterprise must have o minimum of 25 Qualified Users or Qualified Devices (1) Initial Order. Initiol order must include at least 25 Licenses from one c tfle four groups outllned in the Product Setection Form, (h) Enterprise Products. If choosing Enterprise Products in ~ outlined in the Product Selection Form, Enrolled Affiliate's initial order must include an Enterprise-wide selection of one or more Enterprise Products or a mix of Enterprise. Products and corresponding Enterprtse Oniine Services for that group. (iii) Additional Products. Upon satisfying the minimum order requirements above. Enrolled AffiRate may order Additional Products. (iv) Country of Usage. Enrolled Affihate must specify the countries where Licenses will be used eri its initial order and or ony additional orders. 3. Software AssLlrance renewal Renewing Software Assurance: f Enrolled Affiliate will be renewing Products Software Assurance coverage from a separate agreement check this box. By checking the above bnx, a new section is added to the Enrollment entitled ^SeMxvone Assurance addition," Enrolled Affiliate is permitted to and Will include in its initial order under this Enrc||ment Software Assurance quantities from eligible Program's identified in the table below, even though E/wel|ed Affiliate is not otherwise eligible to order such Software Assurance without simultaneously ordering a License. Enrolled Affiliate agrees that any perpetual Licenses received through the New Softwpre'AneunanceohaU supersede and replace the underlying Linenaem, and the underlying Licenses are not to be transferred separately from any Licenses r.eceived through the New Software Assurance. Any remaining payment obligations with respect to the underlying Licenses shall continue in effect. sAEn o1 suuzoVepterpnwaEnro:m=m »« W29 Page 1 of 2 • • Program License ID Number Expiration Date This amendment must be attached to a signature form to be valid j . ...... EAEnrAmend(Sub250)(Ind)(ENG)(Ap(2012) Sub 250 Enterprise Enrollment 29 w Page 2 of 2