05-59Council File # � •
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Presented By
Referred To
Committee: Date
WHEREAS, the Office of Technology (OT) has detennined that it would be advantageous for the City
to adopt Microsoft Word as the standard application for departrnent and office word processing needs; and
WHEREAS, OT staff have developed a plan for shifting all departments and offices to this new
software standard during 2005; and,
WHEREAS, Contract and Analysis Services staff have determined that the most cost effecrive option
for purchasing multiple copies of the Word licenses is to purchase them &om a State of Minnesota Contract
with Software House International, pursuant to the City's Cooperative Purchasing Agreement with the State;
now, therefore, be it
RESOLVED, that the proper City of Saint Paul officials are hereby authorized and directed to execute
the attached agreement with Software House international, which includes a provision for the City to
indemnify said vendor.
Requested by Office of Technology:
BY: �_ a ��-
Adop
Adop
By:
Appr
By:
Green Sheet #
RESOLUTION
CITY OF SAINT PAUL, MINNESOTA
IU
3�`f�33
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet
���.�:ii
DeparlmenUoffice/councl: Datelnifiated: �_ � ,
Fs ��� �� Green Sheet NO: 3024933
CoMact Person 8 Phone: Deparhnent Sent To Person IniHaVDafe
Date Ste+ens (Piuch) � 0 ancisl Se�vices
s ' 8 '� Assign i cialS�vices ent ' r t D
MustBeonCouncilAgendaby(Date): Number y ��� ���- �m
For 3 Auorn � c[
Roufing t/I��e 7
qy� 4 or's M or/Assisfant
5 ou N ' Couoc�
6 k CS Qe
Topl # of Signature Pages _(Clip All LocaGons for Signature)
Action Requested:
Adopt Microsoft Word as the Standard Application for Department and Office word processing needs
Recanmendatiwis: Apprrne (A) or Reject (R): Personal Service Contracts Must Mswei the Fellowing Questions:
Plannirg Commission �, �{ys this person/firm e�worked under a coMrect for this department?
CIB Commdtee Yes No
Citil Sertice Commission 2. Flas this persoNfirtn e�er been a ciry employee?
Yes No
3. Does this persoNfirtn possess a skill rat nortnaly possessed by any
curreM city employee?
Yes No
� Explain all yes answers on separete sheet and atlach to green sheet
Initiating Problem, Issues, Opportunity (Who, What, When, Where, Whyj:
AdVantages If Approved:
DisadvanWges MApproved:
Disadvantages H Not Approved:
Total Amount of
Trensaction: CostlRevenueBudgeted: � ,f P.^_en^-r^k ^+*.^ap
M+d�..�W;9 : '. 9
Funding Source: � Activiry Number.
Financialinformation: i��� 'g � `��
(ExpWin) .
January 19, 2005 9:01 AM Page 1
O CITY OF SAINT PAUL
� BOARD OF WATER COMMISSIONERS
,�ONTRACT & ANALYSIS SERVICES
?80 CITY HALUCOURTHOUSE REQ� # 02+1452
'>AINT PAUL, MN 55102 �„� ,,, �„
r0 /NSURE PROMPT PqYMEM:
JO NOT SHIP GO.D OR SHIPPING CHARGES - COLLECT
�iAIL INVOICE IN TRIPLICATE SHOWING ORDER NUMBER TO ADDRESS SHOWN BELOW.
NO. 021035
INVOICES AND CORRESPONDENCE
DA� 1Zj21/04
SHIP TO: (Same as '7NVO�CE TO" unless shown 6e1ow) �/���
INFORMATION SERVZCES �•��
t�TTN: KRTHLEEN d'NEILL
25 W 4TH ST SUZTE 600
ST Pf+UL MP!
�
=NDOR:
- �UANl7TY
SOFTWRRE H4USE INTERNATZE2NRL
98a1 DUPONT AVE S
BLOOMINGTQN MN 55431
INFORMATION SERVICES
ATT1V: KATNLEEN 0`NEILL
25 W 4Tk ST SUITE 6@0
ST PAUL MN
1800 MICROSDFT OFFICE STANDARD ENTERPRISE EOITION
4fITN SOFTWARE ASSURRNGE
FZRST 0� 5 YEAR AGREEMEN'f:
PURCHRSED UNDER TERMS RND GQN6ITIONS OF
MAS7ER CONTRAC7 C—R25551 AND ENTERFRISE
R�iREEMENT 0IE61724.
1 STATE SALES TAX
DEPT CONTACTa KATHY 0'NEILI 651-2fi6-6789
VEND CONTAGT: $rcNNV FF2ANCI5 866-301-4567
ACCOUNTING CODES:
178,434.0�
11,598.27
THE VENDOR IS ASSUMED TO BE WILLING TO
COMPLY WITH THE REQUIREMENTS OF THE
001 *@ 1120 * 6 3 9 3 a.90 , 03 2. 21 EQUAL EMPLOYMENT OPPORTUIVITY PROGRAM
OF THE CIN OF SAINT PAUL. IT IS FURTHER
UNDERSTOOD THAT THE VENDOR IS WILLING TO
PARTICIPATE AND BE EVALUATED BY THE CIN'S_
HUMAN RIGHTS DEPT IN ORDER TO DEfERMINE
COMPLIANCE WITH SAID PROGRAM.
�' S0 a 03 2. 2� I APPROVED BY HUMAN flIGHTS
M
99.12
11,598.2]
VEN�OR
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State of Minnesota Custom Microsoft Enterprise Enroltment
Microsoft Business AgreemeM
number ('rf applicable)
ResBllerorMiciosoflalfiliata fo
complete
Errterprise Agreement number
ResellerorM�crasofiaKiliate to
complete
Enrollment number
�aoSOR aifiliate to Complete
�5-5°I
Reselier purchase order number
ReSellef ta complete
Previous Enterpnse Enrollment
number
Reseller to complete
Previous Enterprise Enrollment
end date
ResellerM mmp/efe
This Microsoft Enterprise Enrollment is entered into between the fotlowing entities. Each party will notify
the other in writing if any of the information in the following table changes.
Name of Entity Contact Name
City of Saint Paul/Information Cindy Mullan
Services IS -
(This person hantlles access to onhne mformation, receives ortler
confrmffiions, Vue ups, renewal antl other notices, unless a tlR(erent
contact is provitletl below.)
Street Address Contact E-mail Address (required for online access)
25 West 4tfi Street, Suite 600 cindy.mullan@ci.stpaul.mn.us
Cdy � StatelProvince Phone � �
Saint Paul MN 651-266-8538
Country Postal code Fax
USA 55102-1675 651-292-6421
MicrosoftAccountManagerNameC.Ha2nes MicrosoftACCOUntManagerE-mail chaines@micr soft
Microsoft Licensing, GP - 6100 Neil Road, Suite 210 - Reno, Nevada USA 89511-1137 - Dept. 551, Volume
Licensin
.com
State of Minnesota
Custom Microso8 EA Enmliment (indireG) v6.'I Cover Page Page t of 13
December 2004
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�
�5 -5 �
Microsoft Licensing, GP
6100 Neil Road, Suite 21 D
Reno, Nevada USA 89511-1t37
Dept 551, Volume Licensing
Microsoft
Law and Corporate Affairs
One Microsoft Way
Redmond, WA 98052 USA
Volume licensing C�roup
(425) 936-7329 fax
This enrollment consists of (1) this cover page, (2) the Enterprise Order Form, and (3) the Reseller
Infortnation Form.
Name
Citv of Saint
A. Mu11an
Information Services Manager
ialo.s
r
State of Minnesota
Custom Microsoft EA Enrollmertt (indirect) v6.1
December 2004
Microsoft Lice�ing, GP
affiliate CAUntersigns)
(may be dtlfereM than ours�gnaWre tlffie)
CoverPage
Page 3 of t3
�`
05-59
Enterprise O�der Form
1. Defning your enterprise.
Use this section to identify which affiliates will be included in your enterprise. Your enterprise must
consist of entire govemment agencies, departments or Iegal jurisdictions, not partial govemment
agencies, departments, or legal jurisdictions. Each affiliate must be entirely "in" or enfirely "out" All
a(filiates acquired after the effective date of this enrollment that are not party to an Enterprise Enroilment
of their own will automafically be inciuded uniess you fill in part b below (when we refer to an Enterprise
Enroliment in this section 1, we mean either (i) a Microsoft Enterprise Select Agreement; (ii) an enterprise
enroilment entered into under a separate Microsoft Select Master Agreement o� Microsoft Enterprise
Agreement; (iii) an enterprise subscription enrollment under a separate Microsoft Enterprise Subscription
Agreement; or (iv) any other enrollment submitted under the Microsoft Enterprise Agreement identified on
the cover page).
❑ I You and aIl affiliates will be participating
� I You and the following affiliates will be participating (if no affiliates will be participating, write "none" on line 1)
(attach a lin of nartms on a separate p�ece of paper if more ihan 5 afftliates are bemg inUuded).
� I You and all aTfiliates, except the following affiliates, will be participating {anaon a e� rn r�m� oo e seper� w� or
paper d rtwre ihan 5 affiliates are being exclutled):
�� Saint Paul Public Libraries (SPPL)
2 � Saint Paul Regional Water Services (SPRWS)
4
� Exdude all affiliates acquired after the enrollment effedive date that are not party to an Enterprise
Enrolimenf of their own.
Sfate of Minnesota
Custom MiansoR EA Enroliment (uidirect) v6.1 Entefprise Order Fortn Page 4 of t3
December 2004
�`
t�5�9
Enterprise Orde� Form
� Se%cting your /anguage option,
Your selection beiow wiil determine the languages in which you may run the products (icensed under this
enroilment. If you select "Listed Languages," you may run (i) all copies of each of your products in any of
the languages identified as "Listed Languages" below, and (ii) up to 10% of the copies of each of your
products in any of the languages idenfified as "Restricted Languages° below. If you select "All
Languages; you may run all copies of your products in any of the "Listed Languages" and any of the
"Restricted Languages."
Q Listed Languages
❑ AII Languages
engren s a t.anguage. e1tGePt Wlten reSVidetl es GCSaIDetl m fie'ftastrictetl Languages' 1�5t (see foofiMe 3)
2 Spanish is a"Listetl Language; only if this enrollment a agnatl m Letin America
3 EnO��h ¢ a'Restr¢tatl Language if this enrolimeM is signed in Austria, Belgium, Denmark, Frence, Finlanq Gemany, irelantl, Italy,
Luxembourg, Netherlantls, No�way, Portugal, Unrtetl Kmgtlom, Swdzerlentl, SweOen, or Spain
4 Spanish is a"ResfriUed Language uniess Mis enrollment is s�gned in Latin Ameriw
3, Lanquage a//ocation.
Provide us with your good faith estimate of the specific languages in which you will run all copies of all .
produCts and the approximate percentage of those copies you will run in each language. Information that
-�n�� �rn�nrlo hero � SiC+ �:^'::+ �OL'. fi.�.:L'f@ U3° C r:CC�.L'µS ..nrior �fije�y e.;�o:kme^: ir, any roTm'�NwFeVi
language within the language group you select above. Attach a separate sheet if more space is needed.
English
Sf302 Of Mif1I�50fd
Custom Mierosuft EA Enrallmerrt (indireG) v6.1 Enferprise Ortfer Fortn
December2U04
_ ,,.
100 %
%
%
Page 5 of 73
Enterprise Orde� Fo�m
4, .4pp/icab/e cunency.
The currency we accept is based on the country in which you are located. All payments must be made
under this enrollment in the accepted currency.
Type of currency: U.S. Dollars
Currency Table:
The initial price level for au enterprise produas and for any additional products otdered dUring thB Open
Enroqment Period shall be Level D.
Qualified Desktops: You represent that the total number of qualified desktops in '$ p O
your enterprise is, or will be increased to, this number during the initial term of this
enrollment. S�a)
The unft reference prices of the fol/owing payments (collectively, the "adjustable payments ) are subject to change
(`adjustmenC), provided that the state's ann�al price /eve/ has increasetl or decreased, relative to the india! price
level, as of both the first and second anniversaries of an enroliment:
(�)
f�1
the third annual installment payment for the qua/fied desktops ordered pursuant to the iniUa/ order,
additional qual�ed desktops ('d any) ordered pursuant to the second anniversary We up oNer,
(iii) addiEional quantiSes of additional products (if any) orde2d pursuant to the second anniversary true
up ortier, and
(iv) atf su6sequent payments.
Please rafer to Secfion 18(n) of the Sfate of Minnesota Custom Microsoft Enteipnse Agreement for cump/ete defails.
State of Minnesota
Cuslom PAivosoft EA EnrollmeM (intlirect) v6.7 Enterprise Order Fortn
December2004
Page 6 of'13
o5-s 9
5. Estab/ishing your p�ite /eve%
Enfe�prise Order Form
6, Ente�prise Pioduct Oralers.
Your prices and payment terms for alI products ordered wili be determined by agreement between you
and your reseNer.
a. initial order for enterprise praducts.
The reference pnce for the enterpnse products covered by your initial order is set forth in the State of
Minnesofa Custom Enterprise Agreeme�f. We will invoice your reseller in six annua! installments. The
first insta!lment wif! be invoiced upon our accepta�ce of fhis enro!lmen�� the remaining installments wi!l be
invoiced at the anniversaries of the enrollment effecfive date. You must choose at least one of the
individual enterprise products before selecting any additional produds in section 7(Additional product
orders) below.
b. True up orders for enterprise products.
a5-5�
The price for the enterprise products covered by any true up orders submitted during the initial term is set
forth in Secfron 18(n) of the Sfate of Minnesota Custom Enterprise Agreement. We will invoice your
reseller in total upon our acceptance of each true up order.
state aF Afinnesota
Custom MiGOSOft EA Enrollme�rt (mdirect) v6.� Entefprise Order Form Page 7 of 13
December 2004 -
�
_��
Enterprise Order Form
c. Qualifying systems licenses.
All desMop opereting system ficenses provided under this program are upgrade Licenses. Therefore, if
you select the Ente[prise DesktoQ Protessional. Platform or the Windows Desktop Operating System
Upgrade & Software Assurance, all qualified desktops on which you will run the Windows Desktop
Operating System Upgrade must be Iicensed to run one of the qualifying operafing systems identified 'm
the Product List at htto://www.microsoft.comllicensinp. Note that the (ist of operating systems that quaGfy
for the Windows Desictop Operating System lSpgrade varies with the circumstances of your ocder. That
list is more extensive at the time of your initial order than it is for some subsequent true ups and system
refreshes during the term of your enrollment.
7. Additiona! Pioduct Oralers.
The ficense prices stated below are for your reference only. Your prices and payment terms for all
products ordered wili be detertnined by agreement between you and your reseller.
a. lni�ial order foi addifional producfs.
05-59
State of Minnesota
Curtom Microsoft EA Enrolimerrt (iMirect) v6.t Enteryrise Ortler Form Page 8 of 73
Dacember2004
Enterprise Product True Up Price Tabie:
7he price for each additional product covered by your inifial order is listed in the table below as
detertnined based upon sec6on 18(n) of the State of Minnesota Custom Enterprise Agreement. We wiff
invoice your rese/ler in equa! annua/ installments. The frrst insfalfinent will be invoiced upon our
acceptance of this enrolfinent; the 2maining installments witl be invoiced af fhe anniversaries of the
enrollment effecfive date.
Enterprise Order Fornr
b. Subsequent additional product orders.
Z�5 -5 9
The price for arry new additional products not initially included in your enrollment wiN be the then curcenf
F+ iiCB i0i 6Ui ���c �cV2i iui ii 'iu�ii a5 Oi ii7@ uaiB Gi' Gui viucf aS uc<8�iniRcu uaSvCi u wi oc�.ifvR
Y V�' � N Y h� .••• '••,•
18(n) of the State of Minnesota Custom Enterprise Agreemenf. We will invoice your reseller in total upon
our acceptance of your order. Once you have placed the first order for copies of a new additionat
product, you may run additional copies of that product at any time and order them as described in
subsection 8(c) (True up orders for additional products).
c. True up orders for addifional products.
The price for additional products initially included in your enrollment and covered by any true up order
submitted ducing the initial term are set foRh below as defermined according #o Section 18(n) of fhe Sfate
of Minnesota Cusfom Enferprise Agreement The true up pnce for any new additional products will be
deteRnined according to the calculations outlined in Section 18(n) of the State of Minnesota Custom
Enterprise Agreement 6ased upon the fhen cunent Se(ect Price List for your price (evel for that product as
of the daEe of yourfirst orderforthaf p�oduct. We will invoice your reseller in total upon our acceptance of
your true up order.
State of Mnnesota
Gffiom Microsaft EA EnrollmeM (ndirect) v6.1 Enterprise Ortier Form Page 9 of 73
Dec�m6et 2004 �
AddiEonal Product Selectian Table:
�
Enterprise Order Form
8. Renewaf orders.
Por arty 36-month renewal, your renewa! order will be invoiced to your reseAer in three annual
instailments. The first instaliment will be invoiced upon our accepta�ce of the renewal order, the
remaining instatlments will be invoiced at the next two anniversaries of the effective date of that renewal
term. For any 12-month renewal and for any true up orders, we will invoice your reseller in total upon our
acceptance of your ordec `
State of Minrtesota
Custwn Miaosoft EA Enrollmerrt (ndireG) v6.1 . Errterprise Order Form Page 10 of 73
December 20�4
�5 59
Additional Product True Up Price Table:
�
�
Rese/ler lnfo�mation Form
Genera/ information
Reseiler Company Name:
Street Address:
City and State i Province and Postaf Code:
Country:
Corrtaci Name:
Phone Plumber:
Pax Number. _
Emaif Address: ,
The undersigned confirms that the reseller information is corred.
Name of Reseller
Signature
Printed Name
Printed Trtle -
Date
State of NLnnesota
Custom Miaosoft EA Enrollment (intli2c[) v6.1 Reseller IMormation Form Page'It of 13
December2004
�5-5�i
J
Appendix
Media Shipping fnformation Form - Starter CD Kit
� i wan4 fo receive a 54ar?er CG kit (media) and
have enrolled at least 250 qualified desktops
� I do not want to receive a starter CD Kit
(media)
� i�Yui�i i0 au`vaCi ��c i`u fE�ciV2 nii uN�'oi25 8^C: �8V8
enrolled at least 250 qualified desktops
� I do not want to subscribe to receive kit updates
The charges fo� any purchased media may be subject to sales taxes based upon where media delivery occurs. If you
are exempt from saVes t�es in the media delivery tocation, please provide the applicabfe sa�es tax exemption
documentation to your reseller with your enrollment
Spte of Minnesota
Custom Miwsoft Media Order Form v6.t (nd'veG) Append'a Page 12 af'13
December 2064
b5 -5R
At your option, Starter CD kits and CD-ROM subscriptions relating to your Enterprise Enrollment (identified above)
will be shipped to the address set out below. Tertns used but not defined in this form have the meanings given to
them in your enrollment. -
If you choose below to receive media, then upon our accepta�ce of your enrollment, we wi11 send you your starter CD
kit in the language(s) you seled. This starter CD kit will be provided at no additional charge, in order to pertnit you to
exerase the 4icense rights granted under your enrollment aad the related Enterprise Agreement You may also
subscribe to updates in the fortn of CDS, or upon reasonable notice, electronic download or similar other means. If
you need additional CD kits and updates, you may order these through your reseller for a fee. For a complete list of
the contents of any kit, visit the web site at htto://selectuq.msiicense.com.
Appendix
Media Shipping Information Form — Starter CD Kit (Continued)
State of Minnesota
Cu�om Mivasoft Media Order Form v6.1 {rMirect) Append'oc
December2004
Page'13 of 13
a5 -59
�5-59
. ;�-
M �� .
L_���1'B23"7"i2Cft
Microsoft State and Local Government
Enterprise Enro//ment- Amenalment 00�
Enterprise Agreement number
Reseller ro complete
Enrollment number
MicrosoR alfi0ate to comdete
Miaosoft Business Agreement
number (if applicable)
Reseller to comp/ete
Proposal ID number
Microsaft affiliate fo complete
This amends the Microso8 State and Local Government Enterprise Enrollment identified above beiween City of Saint
Paul and Microsoft Licensing, GP as of the effective date identified below. Any terms that are used but not defined in this
amendment wilf have the same meanings as in the enroflment.
Amendment.
1. Secfion 6(a) of the Enterprise Order Form portion of the enrollment is hereby amended by replacing it in its
entirety with the foliowing: •
a. Initial order for enferprise producfs.
The reference price for the enterprise p�oducts covered by your initial order is set forth in the Stafe of Minnesota
Custom Enterprise Agreement. We will rnvoice your reseller in six annual instaliments. The first insfallment will
be invoiced upon our acceptance of fhis enrol/ment, fhe remaining installments will be invoiced at the
anniversaries of the enrollmenf effective date. You must choose at least one of the individual enterprise products
before selecting any additional products in section 7(Additional product orders) below.
2. Section 6(b) of the Enterprise Order Fortn portion of the enroliment is hereby amended by replacing it in its
entirety with the following:
b. True up orders foi enferprise producfs.
The price for the enterprise products covered by any true up orders submitted during the initial term is set forth in
Section �8(n) of the State of Minnesota Custom Enterprise Agreement. We will invoice your reseller in total upon
our acceptance of each true up order. �
Microsoft SLG Enterprise Enrollment (indirect) v6.x - Amendmenf
(North America) (September t, 2003) Page 1 of 2
OS -S9
,;,;` . .
���� �
L._�Agreerr;err:
!!- Effect of Amendment.
Except as specifically amended by this amendment, alf provisions of the enroliment shalf remain unchanged and in fufl
force and effect. You must execute and retum 2 copies of this amendment to the address'below on or before January
31, 2005 in order for the terms and condifions of this amendment to be considered by Microsoft Licensing, GP. This
amendment is not legally binding until executed by Mictosoft Licensing, GP and shafl become effective on that date.
When this amendment is fulfy executed, you wiil receive a confirming copy.
Microsoft Licensing, GP
Attn: Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, NV 89511-1137
Prepared by: Heafher Young, Licensing Executive
Microsoft SLG Enterprise Enroliment (indired) v6.x -Amendment
(North America) (September 1, 2003) Page 2 of 2
05 -5 9
� �
�� � �
�������
State of Minnesofa Custom Microsoft Enterprise Agreement
(N6i FOF2 USE WfTH MICROSOF7 BUSINESSAGREQ�/EN�
EnterpriseAgreementnumber � ' ___
MicrosoftAlfiliatetocomplete =--- -'-_=_-=_-_--- -_-
This Microsoft Enterprise Agreement is entered into between the following entities as of the effective date
idenfified below. Each party will notify the other in writing if any of fhe informafion in fhe fol(owing table
changes.
Name of Entity . Contact Name .
(This person handles access to online infortnation and receives
notices unless a tl'rfFerent contact is provided below.
Street Address Contact E-mail Address
City - State/Province Phone
Country Posial Code � Fax _ , .
USA
Microsoft Account Manager Microsoft Account Manager Email '-. ._,
MSLI, GP - 6100 Neil Road, Sui[e 210 - Reno, Nevada USA 89511-1137 - Dept. 551, Volume Licensing
If online access and notices should be sent to someone or some p/ace other than above, complei
fhe relevant portions be/ow:
-. . . -
- •.. -
� •� •
-� -
State of Minnesota Custom Microsoft Cover Page Page t of 25
Enterprise qqreement v6.t
05-g9
This agreement consists of (1) this cover page, (2) the attached terms and conditions, (3) the Product
List, (4) the Product Use rights applica6le to Products licensed under this agreement, and (5) any
Enrollment entered into under this agreement.
Effective date. If the first enrollment entered into under this agreement is given an effective date that is
earlier than the date this agreement is signed by us, the effective date of this agreement wiff be lhat
earlier date. Otherwise, this agreement will be effective on the date it is signed by us.
MSLI, GP
6100 Neil Road, Suite 210
Reno, Nevada USA 8951'I-1137
Dept. 551, Volume Licensing �
(The resf of this page intentionally leK blank.)
Microsoft
Lawand Corporate Affairs
One Microsoft Way
f2edmond, WA 98052 USA
Volume-Licensing Group
(425)936-7329fax
State of Minnesota Custom Microsok Cover Page Page 2 of 25
Enterprise Agreement v6.1 ' �
By signing below, the parties agree to be bound by the terms of this agreement, and you represent that
the information you have provided on this cover page is accurate.
Cusfomer _
Name - -- �- - � �--
State of Minnesota
Contract�i�M�crosoft�liate -- _ _
MSLI, GP
Signature
Printed
Printed
Signature
Signature
(tlate Miaosoft a�hate countersignsJ
Effective Date -
�may be drfferen[ Ynan our signa[ure date)
Printed Titie
State of Minnesota
State of Minnesota
State of Minnesota Cuffiom Microsoft
Enterprise Agreement v6.1
CoverPage
Page 3 of 25
O 5-59
(�5 �59
Terms and Conditions
�. Defnitions.
In this agreement, 'you" means the entity that has entered into this agreement with us, a�d '�,ve' or "us° means the
Microsoft entity that has entered into fhis agreement or an Enrollment. In addition, the following definitions apply:
"Addi6onal ProducY' means any Product other than an Enterprise Product that an Enrolled Affiliate chooses to ficense
under its Enrolfinent;
Adjustmenf Mul6plier" means, with respecf to a Product Family on the second anniversary oi the e{fective daEe of an
enroflment for which it is determined, a number by which fhe Inifial Annual Reference Price is multipfied in order to
determine the reference price for the third annual installment payment, pursuant to the terms and conddions of Section
�8(n);
"Affifiate" means (a) with regard to you, (i) any govemment agency, department, instrumentality, division, unit or other
ofifice of your state or 1oca1 govemment that is supervised by or is part of you, or which supervises you or of which you are
a part, or which is under common supervision with you; (ii) any county, borough, commonwealth, city, municipality, town,
township, special purpose district, or other similar type of govemmental instrumentality established by the laws of your
state and located within your state's jurisdiction and geographic boundaries; and (iii) any other entity in your state
expressly authorized by the laws of your state to purchase under state contracts; provided that a state and its Affiliates
shafl not, for purposes of this definition, be considered to be Affiliates oi the federal government and its A�liates; and (b)
with regard to us, any legal entity that we bwn, that owns us, or that is under common ownership with us;
Aggregate Famify Desktop CounY' means, wifh respecf fo a particufar Producf Family as of a particular Rnnual Pricing
Date, the aggregate number of qua��ed desktops under all Unexpired Enrol�ments for which one or more products in such
family are chosen as ente�prise products as of such date, including bofh (i) the original quali�ed desktops ordered under
such Unexpired Enrollments, plus (iiJ any additional qual�ed desktops added pu�suant to true up orde�s;
Annua/ Pricing Date° means each of the foilowing: -
(i) the effective date of fhis agreemenf (the `�rst Annual Pricing Date');
(ii) the first day of the elevenfh (19th) fuU calendar month following such first Annual Pncing.Dafe {the °second
Annual Pncing Date'�; and ' '
(iii) fhe first day of the calendar month that occurs every 12 months fol/owing the second Annua! Pricing Date,
unfil fhe lasf enrollment executed Bereunder expires or is otBenvise terminafed.
For examp/e, if the first Annual Pricing Date is June 1, 2003, then the second Annual Pncing Date shall be May 1,
2004, and each subsequenf Rnnua/ Pricing Date shal! occur on May i of each successive cafendar year until the
last enrollment hereunder expires or is otherwise terminated;
Annua/ Price Level' means, wrth respect to a particula� Product Family and as of a particular Annual P�icing Penod, the
vofume discounf level, determined pursuanf fo fhe terms and conditions of Secfion 18(n), by which each of fhe fol(owing
shafl be determined, based upon the Aggregate Family DeskEop Count for such Product Family as of the Annua/ Pricing
Dafe upon which such the determination of such level for such period is made:
(i} the lnifial Annua! Reference Prices of enferpnse products in such Product Family for new enrollments wifh
effecfive dates which occur in such Annua/ Pricing Period; and
(ii) fhe Adjusfinenf Multiplier with respecf to enterprise producfs in such Product Fami/y for previously-executed
enrol�ments whose second anniversary falls in such Annua/ Pricing Period;
'Finnual Pricing Period'means each period which:
(i) 6egins on (he frrst Annua( Pricrng Date, or any anniversary the�eof,' and
(ii) ends iwelve (92) full calendar months fol%wing the day it begins.
For examp/e, if the firsf Annual Pricing Date is June 1, 2003, then: the frrst Annual Pricing Period wiH run from
June 9, 2003 fo May 39, 2004; the second Annual Pricing Period will run from June 1, 2004 to May 31, 2005; and
so forfh.
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Enterprise Agreement v6.�
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Note that, with the excepSon of the firsf Annual Pricing Period, each Arrnuat Pricing Period begins one month
foilowing the Annua/ Pricing Date upon which fhe Annual Price Level for such period is determined pursuant fo
Secfion 18(n). Such one-monfh penod is necessary for us to cakulate the Annua/ Price Leve(s and reference
prices for the subsequent,4nnual Pricing Period, and to implemerrt adjustments, if any, to the reference prices of
third year instal/ment payments for enro(tments whose second anniversary falls in such subsequent period.
"Available° means, with respect to a Product, that we have made licenses for that Product Available for Ordering under
the Enterprise Agreement program;
`CAL family' means any of the following client access license (`CAL'� products, when such products are chosen as
enterprise producfs on an enrollment:
r>>
f��1
(iii)
fY)
(v)
(vi)
(vii)
MicrosoR BackOffice CAL;
Microsoft Core CAL;
Microsoft �ndows Server CAL;
Microsoff Exchange ServerCAL;
Microsoft SQL Server CAL;
Microsoft Systems Management Server CAL; o�
MicrosoR Sha�ePoint Portal Server CAL;
"Component Platform Product" means any of the fo(lowing enterprise products:
(�)
f�)
jiii)
(iv)
{v)
Microsoft Office Professional;
Microsoft Office Standard;
MicrosoR Windows XP Professional Operafing System Upgrades;
Microsoft Core CAL; and
Microsoft BackOffce CAL; ,
`Ending Price Level° means, with respecf to an enferprise product ordered pursuant #o a particular enroUment, fhe volums
discount level used to determine the Adjustment Multiptiers appiied to the third year installments payment, second'
anniversary true up payment, and fhird anniversary true up paymenf, respectively, pursuant to the terms and conditions of
Subsection 18(n)(4j.
"Enrolled Affiliate" means an entity, either you or any one of your Affiliates, that has entered into an Enrollment under this
agreement;
`Enro{Iment' means the document that you or your Affifiate submits under this agreement to sign up for the Enterprise
Agreement program and make an initial selection of Products; ''
"E�terprise" means the Enrolled Affliate and the Affliates it chooses on its Enrollment to include in its Enterprise;
"Enterprise Product" means any Product that we designate as an Enterprise Product on an Enrol/ment and that an
Enrolled Affiliate chooses to iicense under its Enroliment (Enterprise Products may only be iicensed on an Enterprise-wide
basis under the Enterprise Agreement program); �
"Fix(es)" means product service packs and other Fixes that we release generally;
"Government EA Price LisY' means the MicrosoR State and �ocal Government Enterprise Ag�eement Pnce List that is
provided on a monthly basis to each reseller, which contains the reference prices for bofh enEerprise products and
add"itional producta.
"Initia/ Annua/ Reference Price" means, with respect to an enterprise product ordered pursuant to a particu/ar enrollment,
fhe annua! per-desk(op unit reference prrce for fhe first and second annual payments;
°lnitial Desktop" maans, with respe�t to any Enterprise Enrollment, the number of gualified desktops enrolled under such
Enrollment as of its effective date;
lnifral Price Leve(' means, wrth respect to each enferpnse product licensed pursuant to an enrol(ment executed
hereunder, the voiume discountleve! used to determine the Initial Annual Reference Price for such enterpnse producf;
State of Mi��esota Custom Microsoft Serzns and Conditions Page 5 of 25
Enterpnse Agreement v6.1
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"License" means any one of those ofrerings iden6fied in the Product List (including standard ficenses, and upgrades for
desktop operating systems} that provides tSie right to Run the version of the Product for which it is Ordered;
"L�SA" means a License and Software Assurance for any Product Ordered;
Microsoff BackOffice Client Access License" and Back�ce CAL� means each of fhe following client access (icense
producfs, when purchased togetheras a suite:
(i) Wndows CAL;
(ii) Exchange CAL;
(iif) SQL CAL; and
(iv) SMS CAL
(note: BackO�ce CALs may solety be purchased hereunder pursuant to enro!lmenfs thaf renew previous
en�o!lments under whrch BackOffce CAL was inciuded as an enterp�ise product, and may not be purchased
pursuanf fo any Non-Renewal Enrollmenfs executed hereunder);
Nlicrosoft Core Ciient Access License" and `Core CAL" means each of fhe following disnt access license producfs, when
pu�chased together as a suite:
(�)
f��I
(iir)
(iv)
Windows CAL;
Exchange CAL;
Sha�ePoint CAL; and
SMS CAL;
Non-Platform Enrollmenf' means any Enferprise Enrollment associafed herewifh which is not a Platform Enrollment;
Non-Renewa� Enroflment° means any enro/Imenf executed hereunder that is nof a Renewa! Enrol/menf; _
"Offer Deadiine" means Aprii 30, 2004;
"O�ce fami/y° means either of t6e following enterprise products: (i) MicrosoK O�ce P�ofessional; or (ii) Microsoft Office -
Standard;
"Open Enroflment Period" means the period which begins on the effective dafe of this aqreement, and which ends on the
Offer Dead/ine;
"Orde�' means an Order on a form that is acceptable to the Reseller;
"OrigiRai True Up Reference Price"means, w'rth respect to an enterprise producf at the anniversaries of an enrol/ment, the
onginal per-addrfiona!-desktop unit �eference pnce for the true up order due at such anniversary, as defermined at the
effective date of such enrol/ment pursuanf Yo Section 98(nJ;
?articipating A�liate� means an eligib/e A�liate which executes an Enterprise Enro�lment during the Open Enro�iment
Period;
"i�iaii07ffi c7]/Dii�BTi"TEBiiS arj/ 2i�i0iirE��i EXBCu�Bu i v� �JhiC� o2C� Cf.�B �%%� V:;;:� 1S 2 C;:OSB^ °.^,.°:�..::5°
product:
(i) erfher (a) Office Sfandard or (b) Offrce Professional; and
(ii} Microsoft �ndows Professional desktop operafing sysfem; and
(iii) eiffier (c) BackOffice CAL or (d) Core CAL;
`Post-Deadline Uolume Leve!' means, with �espect to a padicu/ar Product Family, the price level by which the reference
prices for enterprise products in such Product Famify, for Enferprise Enro/lmenfs execufed after fhe Offer deadline, shall
be determined as set forth in this Section 98(n);
Pre-Deadline Volume Level° means, wifh respect to a particufar Producf Family, the price /evel by which the reference
prices for enterprise products in such Product Family, far Enterprise Enrollments execufed during the Open Enrol/ment
Period, shal! be determined as set forth in this Section 18(n);
"Product" means any Product Availab{e to Iicense as described on the Product List;
State of Minnesot2 Custom Microsoft Terms and Conditions Page 6 of 25
Entefprise Agreement v6.1
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"Producf Family' means any of the fo0owing collections of enferprise producfs, as defined above: (i} �ce famify,• (ir)
�ndows family; andfor (ii�) CAL family;
"Product List" means, with respect to any licensing program, the statement published by Microsoft from time to time on the
Wodd Wide Web at htto:!lmicrosoft.cAm/licensina, or at a successor site that we identify, which identifies the Products that are or
may be made Available under each of the programs, and any Product-specific conditions or limitations on the acquisition
of licenses for those Products;
"Qualified Desktop' means any personal desktop computer, portable computer, workstation or similar device that is Used
by or for the benefit of an Enrolled Affiliate or any Affiliate included in its Enterprise and that meets the minimum
requirements for Running any of the Enterprise Products. Qualified- Desktops do not include: (i) any computer that is
designated as a server and not Used as a personai computer, (ii� any system dedicated to Run ONLY line-of-business
software (e.g., an accounting or bookkeeping program Used by an accountant, or a computervaided design program Used
by an engineer or architect); or (iiiJ any system Running an embedded operating system (e.g. Windows 9.x for embedded,
Windows XP embedded);
Renewal EnrollmenY' means an enrol/ment executed hereunder pursuant to which a �enewal order for enterprise
producfs is made; `
"Renewal Orde�' means the Order that an Enrofled Affiliate submits at the beginning of any renewal term to renew
Software Assurance coverage for Products previousfy Ordered under its Enrollment;
"Reselle�' mea�s a large account Reseller authorized by us to resell licenses in an Enrolled AffiIiate's area under the
Enterprise Agreement program;
"Run" or "Use" means to copy, install, use, access, display, run or other otherwise interact with;
"Select Price List" means the MicrosoR Select Agreemenf Pnce List fhat is provided on a monthly basis to each rese/ler,
which contains fhe esfimated retail prices for products made available pursuant to fhe Microsoft se%ct program;
°Sofiware Assurance" means, for any underlying licensed Product for which it is Ordered, the right to upgrade to, and
Run, the latest version of that Product that we make Available during,the covered period; _.
°Unexpired Enroiiment". means, wiih respect to an Annual Pricing Date, an eriterprise enrolJment unde� either (i) this
agreeinenf; or (ii) anofher Microsoft Enferprise Agreement fo which eifher you or one of your Aff/iafes is par#y, provided
thaf such enroC/ment sha// not have expired o� been terminated prior to such Annual Pricing Date; and �
"�ndows family" `means the fo/lowing enferprise producf: MicrosoR �ndows XP Professional desktop operating system
(or its successor).
2, How the EnterprFse Agreement piogram works.
The Enterprise Agreement program gives customers that wish to license one or more of Microsoft's platfosm
products across their enterprise the means to ensure that their entire enterprise will be licensed. You and your
Affiiiates can participate in this program by submitting one or more enrollments under this agreement. On the
enrollment, the Enrolled Affiiiate will designate the scope of its enterprise and make the initial selection of
enterprise products and any additional products it wishes to license. Each enroliment must include at least one of
±n��A rroducts rhat x make availabte to ficense as an enterorise product. We may refuse to accept an
enroliment if we have a business reason for doing so. Notwithstanding any other provision of this agreement,
only Enrolled Affiliates identified in an enrollment will be responsible for compfying with the terms of that
enrollment, including the terms of this agreement incorporated by reference in that enrollment. No(withsfanding
any othe� provision of this agreement, only Enro/led A�/iates iden6fied in an enrollment and their sublicensees
wili be responsible for comp/ying wifh the terms of that enro!lment, including tire terms of this agreement
incorporafed by reference in that enro!lment.
a. Establishing piice levefs. The method by which price levels shaq be determined as sef forth in Secfion 18(n).
b. Deriving prices from price levels. The En�o!!ed Affrfiate's refe�ence p�ices shal/ be determined as set forth
in Section 18(n}.
c. How your Enrolled A�/iates acqui�e licenses, An Enrolled A�liate will acquire its Iicenses by executing
an Enroliment under which it acquires its licenses through its chosen Reseller. Orders under an Enrollment will
be made out to and submitted to the Enrolled A�liate's Reseller. We will invoice that ReseNer according to the
State of Minnesota Gustom Microsoft Terms and Conditions Page 7 oi 25
Entetprise Agreement v6.1
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terms in the applicable Enrollment. While such Enrollment will contain reference prices, the Reseller and the
Enrolied Affiliate will detertnine the EnroVfed Affiliate's actual price and payment terms.
d. Choosing and maintaioing a Rese//er.
Reseiiers. Each Enroifed Affiliate that signs an Enrollment must choose and maintain a Reseller in the Enrol{ed
AEfiliate's area. Resellers are authorized to resell our Product licenses, but act independently and have no
authority to bind us.
Change of Reseiler. If an entity ceases to be a reseller, the Enrolled Affil+ate must choose a replacement. If an
Enrolled Affiliate intends to change its reseller, a change will only be effected on fihe next anniversary of the
enroliment effective date. To change a reseiler, the Enrolled Affifiate must submit written notice to us and the
former reseller, on a form that we provide, at Ieast 30 days prtor to the anniversary on which the change is to take
effect. in the case of a change of reseller, the Enrolled Affiliate is responsible for ensuring that ali its obligations
to the former reseller are met.
e. Reporting country of Use. On each Order (initial, subsequent, true up or renewal), an Enrolled Affiliate must
report to us:
• For Enterprise Products — fhe countries where its Qualified Desktops covered by that Order are located and
the approximate number of such Qualified Desktops in each of those countries, and
• For Additional Products — the countries where the Enrolled Affliate or its Affiliates Run thpse copies of the
Additional Products covered by that Order and the approximate number of copies Run in each of those
countries.
This information is for our intemal Use only and does not change the prices we provide for the Products licensed
under this agreement.
3, , How fo Order Enterprise Product /icenses.
a. P/acing the initial Order. Each Enrolled Aifiliate must su6mit an initia! Order for the,Enterprise Froducts it
' selects on its Enroflment. Except as provided in the foliowing paragraph, the Order must be-ior LBSA for atl
Enterprise Products. � .
When is the Enrolled Affiliate eligible to Order only Sofitware Assurance for an Enterprise Product?. An
Enrol{ed "Affiliate may order Software Assurance for the enterprise products it selects' w+thout the need to
simultaneously order a License if the Enrolled Affiliate or any of the Affiliates in its enterprise have obtained
perpetual iicenses tor that product on an enterprise-wide basis under a previous °Enterprise Enroliment" (defined
below), and the new enroliment becomes effective no later than the day following the date of expiration of that
"E�terprise Enroliment " The Software Assurance order must be for the number of qualiied desktops covered as
of the expiration of that "Enterprise Enrolfinent' For alf other quafified desktops included in an enrollmeni
submitted under this agreement, the Enrolled Affiliate must order L&SA.
The term "Enterprise Enroliment,° as used in this section 3, means (i� a Microsoft Enterprise Seiect Agreement;
(ii) an enterprise enrollment under a separate Microsoff Select Master Agreement or Microsoft Enterprise
Ngreemeni; �lil) BfIY en4erprise SUbSC7iFil0� BPifOiii i Eiii EiiiBiEu iiiiv ui�ucf a Scj,of^a�^c .^;CfOSC!: ��:8��,fISE
Subscription Agreement; or (iv) any other enrollment submitted under the Microsoft Enterprise Agreement
identified on the cover page.
b, Adding new Ente�prise Products, An Enrolled Affifiate may onfy add new Enterprise Products by entering
into a new Enrollment.
a P/acing annual "true up" Orders to account for additionai desktops. Each Enrolled Affiliate must
determine the current number of Qualified Desktops in its Enterprise: (i) at each anniversary of the effective date
of its Enroliment {including anniversaries during any renewal); and, (ii) at the expiration or early termination of its
Enrollment.
• If the desktop count has increased. If the number of qualified desktops has increased, the Enrolled Affi(iate
must submit a� order for L8�SA covering those additional desktops. The Enrolled Affiliate must place the
order within 15 days tollowing the anniversary of the enrollment effective date, expiration or termination.
•!f the desktop count has not increased. If the number has not increased, the Enrolled A�liate must submit
an update statement confirming this iact on the form we provide within that 15-day period.
State of Minnesota Custom Microsoft Terms and Contlitions Page 8 of 25
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d. Reorganizations, Conso/idations, and Privatizations. lf the number of Qualified Desktops in an
Enterprise changes by more than ten perceni as a result of an reorganization, consolidation, or privatization, we
will work with that Enrolled Affiliate in good faifh fo arrange for acceleration of any remaining payments for those
copies run pursuant to that Enrol/ment and to allow for the transfer of perpetua! licenses for such copies as
described in section TO (Transferring licenses). Any perpefual licenses obtained as descnbed fi this paragreph
wi!! be fo� the latest version of the products availab/e as of the later of (r) the date on which the Enrolied A�liate
has completed paymerrt, or (ii} the date of transfer. If an Enrolled Affiliate consolidates with a customer with an
existing `Enterprise Earollment," we will work with the Enrolled Affiliate in good faith to accommodate its changed
circumstances in the conte� ot this agreement.
4. How to Oider Additiona/ Producf licenses.
a. Placing the initia! Order. Each Enrolled Affiliate must submit an initial Order for the Additional Products it has
selected, 'rf any, on its Enroilment. Except as provided in the following paragraph, the Order must be for L�SA for
all copies of those Additional Products.
When is the Enroifed Affiliate eligibfe to Order onry Software Assurance for an Additiona{ Product? An
Enrolled Affiliate may Order Software Assura�ce for Additional Products it selects without the need to
simultaneously Order a License if the Enrolled Affiliate or any of the Affiliates it incfudes in its Enterprise has
obtained perpetual licenses for those Products with Upgrade Advantage, Software Assurance or a�y similar
upgrade protection, and the new Enroilment becomes efFective no later than one day foilowing the expiration ot
that upgrade protection. The Order may be for up to the number of copies covered by such upgrade protection.
M Enrolletl A�liate may also Order Software Assurance alone in any other circumstances expressly permitted in
the Product List. For all other copies included in an Enrollment submitted under this agreement, the Enrolled
A�Iiate must Order L&SA. ,
b. Adding new Additional Products not previously Ordered. Each Enrolled Affiliate may, during the
remainder of the applicable initial Enrollment or renewal term, Run new Additio�al Products under its Enrollment
that were not part of the initial Ordec To do so, the Enrolled Affdiate must Order L&SA.rn 4he month in which the
Product is first Run, covering ail. copies of that Product Run as of the date ofi the Order: . For any additional copies
of that Product Run after the date of that Order, the Enrolled A�liate must submit Orders as described in
subsection 4(c) (Placing annual "true up" Orders to account for addifional copies) below: :.
c. P/acing annual "true up" Orders to accounf for additionai copies. Each Enxollad Affitiate may, during
the remainder of the applicable initial enrollment or renewal term, run additionai copies of those additional
products it previously ordered under subsec6ons (a) and (b), provided that the Enrolled Affiliate places a true up
orcier for LBSA for those additional copies. The Enrolled Affiliate inust submit an order within 15 days after the
next anniversary of the effective date of the enrollment (including anniversaries occurring during any renewal)
fiollowing the date on which ihose copies were first run. For additionai copies first run in the year in which an
enro�lment expires or is terminated, the EnroAed Affiliate must submit an order within 15 days followi�g the
expiration or termination date.
d. Updafe Sfatements. Each Enrolled Affiliate must submit an update statement within 15 days following each
anniversary of the effective date of its Enroliment, and after expiration or termination of its Enroliment, on a torm
we provide, uniess ina4 Enroiied Affiiiate (ij is Running o�iy Er�te�rise ?rcuu� s ur�� i�S r Ci ii6iiCi�i 3ilu �� ' iS
not othenvise required to submit an update statement under subsection 3(cj (Placing "true up" Orders to account
for additional desktops) above,
5. How to confirm Orders.
We will publish information about orders placed by each Enrolled Affiliate, including an elecironic confirmation of each
order, on a password-protected site on the World Wide Web at http:7/licensing.microsoft.com or a successor site that we
identify. Upon our acceptance of this agreement and enroliments entered into under this agreement, the contact identified
for this purpose on the cover page will be provided access to this site.
6. License grant -- what your Enro/%d Affiliafes are /ieensed to Run.
Upon our acceptance of the Enroliment, the Enrolled Affiliate has the following rights during the term of its Enroilment.
These rights apply to the Vicenses obtained under an enroflment and are not related to a�y order or fulfiliment of soHware
media.
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• For Enterprise Products. The Enrofled Affiliate may Run one copy of the latest version (or any prior version) of
each Enterprise Product, on each Qualified Desktop. By inGuding Affiliates in its Enterprise, the Enrolled Affiliate
sublicenses this right to each of ihem subject to the terms ofi this agreement.
• For Additional Products. The Enrolled Affiliate may Run for its own benefit the num6er of c.npies of each
Additional Product Ordered in the latest version (or any prior version). if an Afififiate induded in any Enrolied
Affiliate's Enterprise Runs any copies of an Additional Product under this agreement, those copies are
sublicensed from that Enrolled Aifiliate subject to the tertns of this agreement.
The right to Run any Product licensed under an Enrollment is temporary until:
(i) the Enrolled Affiliate has paid aIl installments of the price for that Produci license and the applicabie initiai
Enrollment or renewaf term during which that Product license was Ordered has expired or been renewed, or
(ii) the Enrolled Affliate is otherwise entitled to perpetual ficenses upon early termination as provided in subsection
11(c) (Termination of an Enrollment).
Thereafter, the Enrolled Affiliate will have perpetual licenses to Run the latesi version Available as of such date of
expiration, renewaf or termination (or any prior version}, of each Enterprise Product in a number of copies equal to the
total number of Quafified Desktops covered by the Enrollment; and each Additional Product in the number of copies
Ordered during the applicable initiai Enroilment term or renewal term. In the case of early termination as provided in
subsection 11(c) (Terminat+on of an Enrollment), if an Enrolled Affiliate chooses o�ly to pay amounts due and payable as
ofi the termination date, then the Enrolled Affiliate wifl instead have perpetual ficenses for the number of copies specified in
subsection 11(d} (Effect of termination or expiration).
Any perpetual ficenses received through Soflware Assurance supersede and replace the underlying perpetual licenses for
which that Software Assurance coverage was Ordered. AII perpetual licenses acquired under this agreement remain
subject to the terms of this agreement and the applicable Product Use rights.
This agreement, the applicable Enrollment, the Enrolled Affiliate's Order confirmation described in section 5(How to
confirm OrdeFS) above, and any documentation evidencing transfers of licenses as described in sUbsection 10(a) (How to
. transfe�), together with proof of payment, will be the Enrolted Affiliate's evidence of alh licsnses� obtained under it=
r°Enrollrnent. � , _. - _
7. How ta know what Product Use reghts apply. :. s
° Except as othenvise described below, an Enrolied Affiliate's Use of any Product that it {icenses from us is governed by
Product Use rights specific to each Product and version. The Product Use rights applicable to Products licensed under
each Enrollment are as follows.
a. For latest versions Available as of an Enrol(menf effective date. For the latest version of any Product
Available on or before the Enroliment effective date, the Product Use rights in effect on'the Enroilment effective
date for that Product and version apply.
b. For versions and Products thaf become Availabie after an Enroilment effective date. For any
version of any existing Product, or any new Product, first made Availabie after the Enrollment effective date, the
Product Use rights in effect on the date on which the version or Product first becomes Available apply (subject to
our commitment on Use rights below).
c, For versions of a Product that predate the /atest version Avai/atrle as of an Enro!(ment effective
date. If an Enrolled Affiliate is using a version of any Product licensed under its Enroliment that became
Available prior to the version that was current on the Enroflment effective c}ate, the Enrolled Affiliate's Use of the
earlier version will be governed by the Product Use rights that would apply if the Enrolled �liate were using the
version licensed under the Enrolfinent, or in the case of Software Assurance or L8�SA, the latest version that is or
becomes Available at any time during its Enroliment.
d. Microsoft's commitment on Use rights.
For a{I Produets — Use rights Fixed by version. We wil! not change an Enrolled Affiliate's Product Use rights
under this agreement for any version of a Product after it becomes Available to that Enroiled Affiliate under its
Enrollment.
For Enterprise Products — no detrimeMat Use right changes in new versions.
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(i) For new versions made Available during the initial Enrollmenf term, lf we make Avaifable a new version
ofi any Enterprise Product during the initial Enrollment term and that new version is subject to certain Use
rights that are more restrictive than those that appiied to a prior version �nder an Enrollment that was or
6ecame Availabfe during the initia( Enrollment term, the Enrolled Affiliate may Run thaf new version without
being subject to those cert2in more restrictive Use rights.
(ii) For new versions made AvailaBle during each renewal term. Upon each renewal of Software Assurance
for an Enterprise Product, an Enrolled Affifiate's Use of that Product will be govemed by the Use rigMs that
app4y to the latest version of that Product Avai{able as of the date of that renewal, inc(uding any terms that are
more restrictive than those that applied to a previous version of that Product licensed by that Enrolled Affiliate
under its Enrofiment during the preceding term. However, if d�ring a renewal term we make Available a new
version of that same Enterprise Product with cedain Use rights more restrictive than those Use rights that
applied to a prior version licensed under an Enroliment that was or became kvaiiable during that same term,
the Enrolled Affiliate may Run the new version without being subject to those certain more restrictive Use
rights.
(iii) New features or functionaiity. The righl described in subsections (i) and (ii) above does not apply to
Product Use rights that relate specificaUy to new features or functionality added to a new version.
We will provide each Enrofled Affiliate with a copy of the appficabie producf use rights or will make them availabfe either
by publication on the World Wide Web at htto:!/microsoft.com/licensinq or at a successor site that we ide�tify, or by some
other reasonable means. You acknowledge that you and your Affiliates have access to the World Wide Web. We do not
iransfer any ownership rights in any licensed Product, and we reserve all rights not expressly granted. In lieu of your
obligation to i�demnify us under various provisions of the Product Use rights, you will be responsible for any cost or
damages arising from any claim to which your indemnity obligation woufd othenvise apply.
8. Software Assurance Membersh(p.
Throughout the term of its enroliment (including any renewal), each Enrolled Affiliate automatically qualifies as a member
of Micresoft's Software Assurance Memtiership prograrri. Membership may entitie the Enrolled Affiliates to special <
` benefits. These benefits" may be subject �o additional ierms and conditions. = For a tlescription of tnese benefits, an :
- ' Enrollec! Affiliate should consult its reseller or Microsoft account manager.
9. Making copies of software;
a. Copies necessary for intemal dep/oyment. Each Enroiled Affiliate may make as many copies of the
Products licensed under its Enroilment as necessary to distribute the Products to the Users within its Enterprise.
All copies of any Product must be true and complete copies (including copyright and trademark notices) and be
made from CD-ROMs, disk sets or a network source, acquired from or made Available by a Microsoft approved
fulfiliment source for that Product. Each Enrolled Affiliate may also have a third paKy make and distribute copies
in its place, but the Enrofled Affiiiiate is responsibie for third-party actions to the same extent it would be if the third
party were its empbyee. You and your Affiliates must make reasonable efforts to make employees, agents and
other individuals Run�ing a Product aware that the Product is licensed from us and may only be Run or
transferred subject to the terms of this agreement.
b. Copies for training, evaluatlon ana 6acK-up. During the term of its enrofimeni (inciuding any renewai},
each Enrolled Affiliate and any Affiliate included in its enterprise may (i) run up to 20 complimentary copies ot any
additional product in a dedicated training facility on their premises; (ii) run up to 10 complimentary copies of any
product that we make available to license as an additional product for a 60-day evaluation period; and (iii) make
and retain one complimentary copy of any licensed product fior back-up or archival purposes for each of their
distinct geographic Iocations.
c. Re-imaging rights. If an Enrolled �liate or any Affiliate included within its Enterprise has licensed Products
from an originai equipment manufacturer (OEM), through a retail source or under any Microsoft program other
than this Enterprise Agreement progsam, it may Use copies made from the media provided under the Enrolled
Affiliate's Enroliment in place of any copies made from the media provided through that separate source, so Iong
as it complies with the following restrictions.
(i) The Enrolled �liate must have obtained a separate license from the separate source for each copy being
replaced.
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(ii) TFie Produd, language, version and all components (in the case of Product suites, such as Office) of the
copies made from the media provided under an EnroVlment must be identical to the Product, language,
version and all components of the copies they replace.
(iii) In Yne case of copies ficensed from an onginai equipment mannfacturer (OEM) or tfirough a retaif source, in
addition to the other conditions outlined in this subsectian 9(c), the Product type (e.g. upgrade or full license)
of the cApies made from the media provided under an Enrollment must be identical to the Product type of the
copies they replace. However, an Enrolied Affiiiate may Use copies of a desktop operating system made
from the media provided under its EnroViment in place of copies of the same desktop operating system
obtained from a separate source, even though they may be of different types (i.e. one may be an upgrade and
the other a full license), provided that the Product, language and versio� are identical.
The Use of any copies made under this subsection 9(c} is subject to the terms and Use rights provided with the
copies being replaced, and nothing in this section creates or extends any warranty or support obligation.
10. Transferring licenses.
a. Now to transfer. An Enrolfed �liate may transfer perpetual licenses Ordered under an Enrolfinent to an
A�liate, or to an unaffiliated third party in connection with a privatization, as long as tfie EnroVled Affiliate provides
us with prior written and signed notice, on a form that we provide, that includes: (i) the applicable Eorollment
number; (ii) the quantity of licenses being transferred by Product and version; (iii) the name, address and contact
information of the transferee; and (iv) any other informatio� that we may reasonably request.
For ail other transfers of licenses, our written consent is required. We arill not withhold our consent unreasonably.
No license transfer will be valid unless the Enrolled �liate provides to the transferee, and the transferee accepts
in writing the appiicable product use rights (as provided in subsection 7(a) (For lalest versions available as of an
enrollment effective�date) and (b) (For versions and products that become available after an enrollment effective
date), use restrictions, limitations of liabifity, and the tra�sfer restrictions in this section 10. Any transfer made in
violation of the requirements or restrictions of this section wifi be void.
b_ When transfers are not permfffed. -An Enrolled Affiliate may not transfer (i) licensessan a short-term basis .,
(either to third parties or by reassignment to.different users or devices internapy), (ii) temporary rights to.Use •
Products, (iii) Softv✓are Assurance coverage, (iv) perpetuai licenses for any version_ot any Product acquired -
through Software Assurance sepaiafely from the underlying perpetual Vicenses for which thaf Software Assurance
coverage was Ordered; or' (v) upgrade licenses for a desktop operating system Product separately from the
underlying desktop operating system license or from the computer system on which the Product is first instalied.
19, Term, termination and renewa/.
a. Teim. This agreement wili remain in effect for 72 fuU calendar months foliowing its Effective date, unless it is
terminated as described below. Each Enrollment will have the term provided in that Enroliment.
b. Termination of this agreement Either party may terminate this agreement (f) if the other party materially
breaches its obligations under this agreement; or (ii) as set torth in Section 11(c) beiow. 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
opporiunify io cure.
Effect of termination. Such termination will merely terminate either party's and its Affiliates' ability to enter into
new Enroffinents under this agreement. Such termination wiN not affect any Enrollment not otherwise terminated,
and any terms of this agreement applicable to any Enrollment not otherwise terminated will continue in effect with
respect to that Enrollment.
c. Termination of an Enrol/ment. Either party to an enroliment may terminate it if the other party materially
breaches its obligations under this agreement, including any obligation to submit orders or pay amounts owed
(even if such �on-payment is caused by non-appropriation of fu�ds). Except where the breach is by its nature not
curable within 30 days, the terminating party must give the other party 30 days notice and opportunity to cure. If
we give such notice to an Enrolled Affiliate, we wil{ give you a copy of that notice as well and you agree to assist
in attempting to resolve the pro6lem. If the problem also affects other enrollments and cannot be resolved
between you and us within a reasonable period of time, we may afso terminate this agreement and all other
enroflments under it, unless the tiasis for termination of the enrolfinent is non-appropriation of funds to the
Enrofled A�liate, in which event we may only terminate the afFected enrollment(s). If an Enrolled Affiliate ceases
to be your Affiliate, you must promptly notify us of this fact, and we may terminate its enroiiment.
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d. Effect of fermfnafion or expiration. Upon expiration or terminatio� of any Enrollment, the Enrolied Affiliate
must Order Iicenses far all copies of Products it or its Affiliates have Run under its Enrollment for which the
Enrolied Affiliate has not previously submitted an Order. Except as provided in the next paragraph, in the event of
terminafion, all unpaid installments of the purchase price for any licenses wilf immediately become due and
payable, and the Enrolled Afifiliate will be entiUed to perpetuai iicenses only after alf such payments have been
made.
If (i) an Enrolled Affiliate terminates its Enroliment as a result of our breach, (iiJ we terminate an Enrolled Affifiate's
Enrollment because it has ceased to be your Aifiliate, or (ii) we terminate an Enrollment for non-payment due to
non-aQpropriation of funds, then the Enrolled Affiliate will have the following opfions. It may immediately pay the
total remaining amount due, induding all instatiments, in which case the Enrolled Affiliate wil{ have perpetual
licenses for all copies of the Products it has Ordered. As an altemative, it may pay only amounts due and
payable as of the termination date, in which case the Enroiled Affiiiate wili have perpetual licenses for (i) all copies
of all Products for which payment has been made in full, and (ii) the number of copies of Products for which
payment has been made in installments that is proportional to the amount that has been paid as of the termination
date.
For the purposes, in the preceding paragraph, of determining the total remaining amount due, p�ice adjustments
described be�ow in Section 18(n} shall apply so�ely if an enrollment is to be terminated on or after fhe Annual
Pricing Date which immediately precedes such enro!lmenYs second anniversary.
e. How to �enew an Enrollment We will provide each Enroiied Affiliate with 60 days prior written notice of
expiration of its Enrollment or renewal term advising it of its renewal options. An Enrolled Affiliate may have the
option to renew its Enrollment for successive terms of 12 or 36 full calendar months. We and our A�liates wili not
unreasonably reject any Renewal Order. However, we may make a change to the Enterprise Agreement program
that wiA make it necessary for you and your Enrolled Affiliates to enter into new agreements and Enrollments.
Placing Renewai Orders. To renew, the Enrofled Affiliate must submit a Renewal Order within 30 days after the
previous term expired. The Renewai Order must be for Software Assurance for (i) alI Enterprise Products
previousfy Ordered for alf Quaiified Desktops,in .th@ Enrolled Affifiate's Enterprise as of the date oF each Renew8l
Order, and (ii) ail copies of tAdditiona! Products for which the Enrolled A�liate 'elects to renev� Software
Assurance. An Enrolled Alfiliate may not.add new Enterprise Products not previousfy Ordered during the initial
term.as part of its to license new Enterprise Products it must submit a new Enr�Nment.
Consequen¢es of non•renewal. If the Enrolled Affiliate elects not to renew its Enrollmeni or Software
Assurance for any Additional Product under its Enrollment, and it othenvise allows Software Assurance for any
copies of any Products licensed under its Enrollme�t to lapse, then the Enrolled Affiliate will not be permitted to
Order Software Assurance for such copies later without first acquiring L8�SA.
72. Restrictions on Use.
An Enro(led Affiliate may not:
• Separate the components of a Product made up of multiple components (in the case of Product suites, such as
Office) by Run�ing them on different computers, 6y upgrading or downgrading them at different times, or by
iransierring'[nem separateiy, except as ofherwise provided in ii�a �rouuct Usa r�g`is;
• Rent, lease, lend or host Products, except where we agree by separate agreement;
• Reverse engineer, de-compile or disassemble Products, except to the extent expressly permitted by applicable
law despite this limitation; or
• Transfer licenses to, or sublicense, Products to the U.S. Government.
Products licensed under this agreement are subject to U.S. export jurisdiction. You agree to comply with a!I applicable
intemational and national laws that apply to these Products, including the U.S. Export Administration Reguiations, as
weN as end-User, end-Use and country destination restrictions issued by U.S. and other governments. For additional
information on exporting Microsoft Products, see htto:!lwww.microsoft.comlexporting.
13, Con�dentia/ity.
The terms and condifions of fhis agrsemenf shall be disclosed only in accordance wifh the requirements of public
�ecords law and regulatrons, if any. To the e�ctent provided in such law and regulations, the terms and conditions of
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this agreeme�t are confrdential. Neither you nor we wiN disclose such terms and conditions, or ihe substance of any
discussions that led to them, to a�y third party other than your or our Affiliates or agents, or to your designated or
prospective resellers who: (a) have a need to know such irrformafion in order to assist in cartying out this agreement;
and (b) have been instructed by you or us that aII such information is to be handled in strict confidence.
14, Warranties.
a. Limifed Producf war7anty. We warrant that each version of a product will perform su6stantially in
accorda�ce with our user documentation. This warranty is valid for a penod of one year from 1he date an
Enrolled Affiliate first runs a copy of the version. To the maximum extent permitted 6y law, any warranties
imposed by law conceming the products are limited to the same extent and the same one-year period. This
waaanty does not appfy to components of producis that an Enrolled Affiliate is permitted to redistribute under
applicable product use rights, or if failure of the product has resulted from accident, abuse or misapplication. fi
you notify us within the warranry period that a product does not meet this warranty, then we will, at our option,
either (i) retum the price paid for the product or (ii) repair or replace the product. To the maximum extent
permitted by law, this is your exclusive remedy for any failure of any product to function as described in this
subsection.
b. NO OTNER WARRANTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM AND
EXCLUDE ALL REPRESENTATIONS, WARRANTIES AND CONDfTIONS, WHETHER EXPRESS, IMPLIED OR
STATUTORY, OTHER THAN THOSE IDENTIFIED EXPRESSLY IN THIS AC'iREEMENT, INCLUDING BUT NOT
LIMITED TO WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, SATISFACT04ZY QUALITY,
MERGHANTABILITY AND FITNESS FOR A PAR7ICULAR PURPOSE, WITH RESPECT TO THE PRODUCTS
OR RELATED MATERIALS. WE WILL NOT BE LIABLE FOR ANY SERVICES OR PRODUCTS PROVIDED BY
THIRD PARTY VENDORS, DEVELOPERS OR CONSULTANTS IDENTIFIED OR REFERRED TO YOU BY US
UNLESS SUCH THIRD-PARTY PRODUCTS OR SERVlCES ARE PROVIDED UNDER WRITTEN AGREEMENT
BETWEEN YOU AND US, AND THEN ONLY TO THE EXTENT EXPRESSLY PROVIDED IN SUCH
AGREEMENT.
'15, 8efee�e.'of inirie�gement and »iiseppropreation c�aims. -
We'will' defend you against any claims made by an unaffiliated third party 8hat any product orv Fix infrirges .its
patent, copyright, or trademark or misappropriates its trade secret, and will pay the amount of,any resuiting
adverse.frnal judgment (or settlement to which we consent}. You must notify us promptly in wriYing oF the,cla+m
and give us sole control over its defense or settlement provided that we coope�ate with the Attorney GeneraYs
Office for fhe State of Minnesota. You agree to provide us with reasonable assistance in defending the claim, and
we will reimburse you for reasonable out of pocket expenses that you incur in providing that assistance. The
terms "misappropriation° and "trade secreY' are used as def+ned in the Uniform Trade Secrets Act
Our obligations wilf not apply fo the extent that the claim or adverse finaV judgment is based on (i) your running of
the product or Fix after we notify you to discontinue running due to such a claim; (ii) your combining the product or
Fix with a non-Microsoft product, data or business process; (iii) damages attributabie to the value of the use of a
non-Microsoft product, data or business process; (iv) your altering the product or Fix; (v) your distribution of the
product or Fix to, or its use for the benefit of, any third party; (vi) your use of our trademark(s) without express
written consent to do so; or (vii) for any trade secret claim, your acquiring a trade secret (a) through improper
means; (b) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (c) from a person
(other than us or our Affiliates) who owed to the party asserting the claim a duty to maintain the secrecy or limit
the use of the trade secret. You will be responsible for any costs or damages that result from these actions.
If we receive information concerning an infringement claim reVated to a product or Fix, we may, at our expense
and without obligafion to do so, either (i) procure for you the right to continue to run the allegedly infringing
product or Fix, or (ii) modify the product or Fix or replace it with a fundional equivalent, to make it non-infringing,
in which case you will stop running the allegedly infringing product or Fix immediately. If, as a result of an
infringement cVaim, your use of a product or Fix is enjoined by a court of competent jurisdiction, we will, at our
op6on, either procure the right to continae its use, replace it with a functional equivalent, modify it to make it non-
irifringing, or refund the amount paid and terminate the license for the infringing product or Fix.
If any other type of third party claim is brought against you regarding our intellectuaf property, you must notify us
promptly in writirtg. We may, at our option, choose to treat these claims as being covered by this sectio�. This
Section 14 provides your exclusive remedy for third party infringement and trade secret misappropriation claims.
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16. Limifation of liability.
a. Limitation. There may be situations in which you or an Enrolled Affiliate have a right to claim damages or
payment from us. Except as othenxise speciTically provided in this subsec5on, whatever the legal basis for the
claims, our liability wiil be limited, to the mawmum extent permitted by applicable iaw, to direct damages up to
the amount you or the Enrolled Affiliate have paid for the Product giving rise to the claims. In the case of our
responsibilities with respect to third-party patent or copyright infringement claims, our obligation to defend such
claims wiil not be subject to the preceding iimitation, but our liability to pay damages awarded in any final
adjudication (or settlement to which we consent) will be. In the case of free Product or code you or an Enrolled
�liate are authorized to redistribute to third parties without separate payment to Microsoft, our total Iiability to
you or the Enro1{ed Affiliate will not exceed US$5000. The limitations contained in this subsection will not apply
with respect to the following in connection with the perFoRnance of this agreement:
(i) our obligations under Section 15 to defend third party ciaims of patent, copyright or trademark infringement or
trade secret misappropriation, and to pay damages resufting from any finaf adjudication (or settlement to which
we consent) of such claims;
(ii) our liability for damages for gross negiigence or wififui misconduct, to the extent caused by us or our agent
and awarded by a court of final adjudication; and
(iii) our obligations under section 13 (confidentiafity).
b. No /iability for certain damages. To the maximum extent permitted by applicable law, neither party nor any
of its Affiiiates or suppiiers will be liable for any indirect damages (including, without Iimitation, consequential,
special or incidental damages, damages for loss of profits or revenues, busi�ess interruption, or loss of business
information) arising in connection with any agreement, Product, Fix or service, even if advised of the possibifity of
such damages or if such possibility was reasonabfy foreseeable. This exclusion of kiability does not apply to ..
eithe� party's liability to the.other for.violatian of-its confidentiality obligation or of ihe oiher•party's,'inteNectual .;
property rights.
c. , Appdicatiael. Excepf as specified expressly in this Section 16, the limitations on and ezclusio�s of lisbility for ,.
damages in this agreement appty regardfess of�whether the liability is based on breach. of contract, tort (induding
negligence), strict liabifity, breach of warranties, or any other legal theory.
17. Verifying Compliance,
You must keep records relating to the products you and any Affifiate run. We have the right to verify compliance,
at our expense, during the term of this agreement and for a period of one year thereafter. To do so, we will
engage an independent accountant from a nationally recognized public accounting firm, which will be subject to a
confidentiality obligation. Verification will take place upon not fewer than 30 days notice, during normal business
hours and in a manner that does not interfere unreasonably with your operations. As an alternative, we may
require you to accurately complete our self-audit questionnaire relating to the products you and any Affliates use.
�i GU vJiii �inV2 i�E ii^y�< <^v CC^'�.�C: 2 5°�f-2U'a.it ' ^.'SO! !O 2RS� T�1lf�-r2f?�/ eL�if !f �e� the governor of your state has
issued an executive order (or state legislation exists) requiring software Iicensing compliance statewide and for
state-funded agencies (induding local governments), and (b) your state has adopted and implemented a
statewide licensing compliance software asset management program reasonably acceptable to Microsoft. If
verification or seffi-audit reveais unlicensed use of products, you must promptly order sufficient Iicenses to permit
all product usage disclosed. If material unlicensed use is found (license shoRage of 5°10 or more), you must
reimburse us for the costs we have incurred in verification with a maximum amount of $75,000 per incident and
acquire the necessary additional licenses as single retail licenses within 30 days. If we undertake such verification
and do not find material unlicensed use of products, we will not undertake another verification of the same entity
for ai least one year. We and our auditors will use the information obtained in compliance verification only to
enforce our rights and to determine whether you are in compliance with the terms of this agreement. By invoking
the rights and procedures described above, we do not waive our rights to enforce this agreement or to protect our
intelfectual property by any other means permitted by law.
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�8. Misce/laneous.
a. Notices. AN notices, authorizations, and requests given or made in connection with this agreement must be
sent by post, express courier, facsimile, or email to the addresses and numbers indicated in the appiicable cover
page to this agreemerrt. Nolices will be deemed delivered on the date shown on the postal retum receipt or on
the courier, facsimile or email confirmation of delivery.
b. Assignment. This agreement may be assigned by eiiher party only to an Affiliate, but assignment will not
relieve the assigning party of its obligalions under the assigned agreement. If either parly assigns this
agreement or any enrollment, it must noUfy the other party of the assignment in writing.
c, Severabiiity. If a court holds any provision of this agreement to be illegal, invalid or unenforceabte, the
remaining provisions wifl remain in full force and effed and the paRies will amend this agreement to give effect to
the stricken clause to the maximum extent possible.
d. Waiver. No waiver of any breach of this agreement shall be a waiver of any other breach, and no waiver shall
be efFective unless made in writing and signed by an authorized representative of the waiving party.
e. Force Majeure. To the extent that either partys performance is prevented or delayed, either totalfy or in part,
for reasons beyond that party's control, then that party will not be IiaMe, so long as it resumes performance as
soon as practicable after the reason preventing or delaying performance no longer exists.
f. Non-exc/usivity. This agreemerit and afl enrollments under it are non-exclusive. Nothing contained in this
agreement or any such enrollment requires you to license, use or promote Microsoft 5oftware or services
exclusively. You may, if you choose, enter into agreements with other parties to license, use or promote non-
Miaosoft software or services.
g. Enfire agreement. The documents identified on the cover page to this agreement constitute the entire
agreement concerning the subject matter and supersede any prior or contemporaneous communications, In the
case of a conflict between any of these documents that is not resolved expressly in the documents; their terms .
will controL in the following order. (i) these terms and conditions and tFre accompanying paver page; (ii) ,the ,.
ProduC� List; (iii) the product use rights; and (iv) aIl enrollments under this agreement: The terms of any. purchase
order or any general terms and conditions you or your Affiliates maintain, other than those mandatory terms
° required by statute or regulstion, do not apply. This agreement (except the product use rights and the Prod�ct
` List) cah be changed only by an amendment signed by both parties.
h. Surviva/. Provisions regarding product use rights, restrictions on use, evidence of perpetual Iicenses, transfer of
Iicenses, warranties, fimitations of Iiabiiity, confidentiality, compliance verification and obligations on termination or
expiration will survive termination or expiration of this agreement or any enrollment.
i. Independenf contractors. Reseilers are independent contradors who act in their own name and for their own
account; they have no authority to bind or impose any obligation or liabifity upon us.
j. Applicable law; Dispute resolution. The terms of this agreement will be governed by the laws of your state,
without giving effect to its conflict of laws. Disputes relating to this agreement will be subject to applicabfe dispute
rg�pf��tl�n lav�,rc pf �im�r gtatg,
k. Copyright Violation. Except to the extent you are licensed under this agreement, you will be responsible for
your viofation of our copyright in the products, including payment of ficense fees specified in this agreement for
uolicensed use.
l. State Audit. To the extent required by Minnesota Statute § 16C,05, our books, records, documents and
accounting practices and procedures thal are relevant to this agreement shall be subject to examination by you
and either the Minnesota legislative auditor, as appropriate, for a minimum of six years.
m. Lack of Appropriation. Continuation of each enrollment under this agreement beyond June 30 of any year is
confingent upon confinued legislafive appropriafion of funds for fhe purposes of this agreemenf. If fhese funds are not
appropriated, you must submit w�itten notice to us at least 30 days pno� to June 30 of that year and the effected
enrollment(s) wiit terminate on June 30 of that year. Licenses will be determined in accordance with section 90c of
fhis agreement, and you shall not be assessed any penalty because of the decision of the legis(ature not to
appropriate funds.
State of Mnnesota Custom Microsoft Terms antl Conditions Page'f6 of 25
Enterprise Agreement vs.t
05-5q
n, Determination of refeience prices. Reference prices for additionai products and enterprise products shaJl
be determined as fo/lows:
Determinafion of pricing for addifiona( products.
Doring the term of each e�rollment executed hereunder, and provided thaf you are party to a Microsofr Select
Agreement (or its successor) during such term, the volume discount ievel for each additional product ordered
pursuant to such enro0ment sha�l be the volume discount /evel that corresponds fo the applicable vo(ume discount
/evel for the proBucf poo! in which such producf is avaifable pursuant fo such Microsoft Select Rgreemenf. For
example, if Microsoft Projecf, whicb is a member of the Applications pool, is ordered as an addifional product, and
if, as of the date of such order, the Select volume discount level for the Applicatio�s pool is "Level D," then fhe
additional product reference price for such copy of Microsoft Projecf shall be determined according to the then-
cuvent Level D additional product price iist.
Should you cease to be paRy fo a Microsoft Select Rgreement (or its successor) during the ferm of this Enterprise
Agreemenf, fhen the vofume discount level for each additiona! product in each Annua( Pncing Penod shalf be
determined based upon such Annual Pricing Penod's Aggregate Fami/y Oesktop Count fo� the Product Fami/y in
which such additiona/ product is contained, pursuant to Table 1 in Addendum A.
Dete�minafion of pricing for enterprise products.
(1) Annua! price levels.
Following the Open Enroilment Period, for each Product Family and for each Annua� Pncing Period, we will
determine an Annual Pnce Level, pursuant to Table 1 in Addendum A, by mafching the Aggregafe Family
Desktop Counf for such family (as of the Annua! Pricing Date which rmmediately precedes such Annua/ Pricrng
Peno� with the column marked Annua/ Price Level Name."
For example, the Annual P�ice Level for the Office family during an Annual Pricing Period fhat runs befween June
° 9, 2005 arrd May 31, 2006, sha/1 be defermined according to Te6le 1 in Addendum A by caunt�ng, the aggregafe
— ' numde'r of qualrfred 'desktops, in- Unexpi�ed Enro!/ments which contain Microsoft s O�ca or Mrcrpsoft O�ce
P'rofess7onalas-enterprise products, as afMay 1, 20D5.
—. ,(2) .�Estabfishinq eomponenf Aroducf reference adces 1or new enrollments. The GoJemmenf. EA Pdce lisf
provided to resellers generally contains reference prices far fhe following common enterprise products:
• Microsoft O�ce P�ofessional;
• Microsoft Windows XP Professional Operating System Upgrades
• Microsoff Core CAL; and
• Microsofr Desktop Professiona! (which is a suite composed of the preceding three component p�oducts, and
for which the refere�ce price is equal to the sum of the three component reference prices iess the applicab/e
piafform discount). ,
For the purposes of the agreemenf, the Govemment EA Price Lrsf enfry for MicrosoR Desktop Professiona! sha/l
not appiy, since znis seciron i&(nj provides an aiiemaie and equrvaleat means by which iYe tYree componert
products thereof shali be p�iced. Rather, the compone�ts of Microsoft Deskfop Professionsl sha/l be so/d as
separate lrne items to the rese!/er. This is necessary in order that the Annua! Pnce Leve/s which apply to each of
the three product fami/res which contarn the components may be adjusfed separately, as set forth be%w.
On each Annua/ Pricing Date, we will establish a list of Initial Annual Reference Prices and O�iginai True Up
Reference Prices fo� enterprise products (collectively, initia! prices'� for each of the most commonly requested
enterprise products, p/us any other enferprise products for which you may have repuesfed reference prices. We
wil/ provrde your reseller(s) with such reference prices, and the corresponding canfidentiaf reseller costs, and wi!!
also provide you with such reference p�ices.
Such initial prices sha/! apply to al! new e�ro/lments signed during the Annua! Pncing Period which immediately
fol%ws such Annual PNcing Dafe, but not thereafter, un/ess differenf initial prices are agreed upon rn writing
between us and an Enro!led A�liafe (or you) based upon certain excepUons to standard terms including (but not
limited to) applied credits andlor up/ifts fo� cost of money in deferred payment schedules.
State of Minnesota Custom Microsoft Terms and Condilions Page 17 of 25
Enterpnse Agreement v6.1 .
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lnitia! pnces fo� each enterprise product sha!! be calculated, using the following formulas, using such producYs
standa�d license estimated retai! pnce (`L'� (excepf as noted in the following senfence) and one-year Software
Assurance estimated refail price ("SA'� pursuant to the Se/ect Price List which is in effecf as of the Annua/ Pricing
Date upon whic6 fhe determinafion is being made. For the purposes of determining the value of `L" so/ely with
respect to the Windows Professional Upgrade, one half (3/2) of the Setect estimated retail price of such Upgrade
shall be used. The Se%ct volume discou�t level to be used fa� such L and SA price (level A, 8, C, or D) shall be
determined pursuanf to Table 1 in Addendum A by matching the Rggregafe Family Desktop Count for fhe
applicable Praduct Family (as of the Annual Pricing Date which immediately precedes sUCh Annual Pricing
Penod) with the wlumn marked "EA / Select Price List Volume LeveL"
(i) for orders of License & Soffware Assurance on an initial order made pursuant to a Non-Rerrewal
Enrollment, the lnitia! Annual Reference Price shall be calcu/ated according to the following formula:
{[ L+( 3 x SA )) x 0.85 j+ j(3 x SA ) x 0.95 j, divided by 6, �ess a platform discount ('�f
applica6le) pursuant to the terms and condifions below goveming such additional discounts.
(ii) for orders of SoKware Rssurance on an indial order made pursuant to a Renewal Enro//menf, the lniEia!
AnnuaJ Reference Price shal� be ca/cuiated according to the following formula:
SA x 0.95, less a p/atform discount (if app/icable) pursuant to the terms and conditions below
goveming such additiona! discounts; ,
(iii) for orders of License 8 Software Assurance on the frrst anniversary true up order made pursuant to either
a Renewa! Enroiiment or a Non-Renewai Enrollment, the Original True Up Reference Price shali be
calculated according to the following formula:
{[ L+( 2.5 x SA )) x Q.85} +((3 x SA ) x 0.95 ], less a p/atform discoun{ (if applicable) pursuant
to the terms and conditions below gove�ning such additional discounts
(iv) for orders of License & Soflware Assurance on fhe second annive�sary true up o�der made pursuant to
either a Renewa( Enrollmenf or a Non-Renewal Enrollment, the Original Tr�e Up Reference Pnce sha!l tre
� celcu/afed according to the following formula.' '--''
{ L+( 1.5 x SA )} x 0.85 + j(3 x SA ) x 0.95 J,/ess a plaSorm discount (if applicab�e) pursuant to
- the terms and conditions below-gaveming such additronal "discounts; and
(v) for orders of Lrcense & Soffware Assurance on the third anniversary true up order made pursuant to
either a Renewa/ Enrollment or a Non-Renewal Enrollment, the Original True Up Reference Price shal! be
ca/culated according to the following formula:
{ L+( 0.5 x SA )} x 0.85 +((3 x SA ) x 0.95 j, less a plaKorm discount (if applicable) pursua�t to
the tarms and condifions be/ow goveming such additional discounts.
(vi) tor orders of License & Software Assurance on the fou�th anniversary true up order made pursuant fo
either a Renewal Enrollment or a Non-Renewal Enrollmenf, the O�iginal T�ue Up Reference Price shal/ be
ca/cu{afed according fo the followrng formula:
{( L+( Z.5 x SA ) 7 x 0.853 , less a plaiform discounf (if applicable) pursuant to the terms and
conditions be%w governing such additiona/ discounts.
(vii) for orders of License & Software Assurance on the f'6th annive�sary true up order made pu�suant to either
a Renewa/ Enrollment or a Non-Renewa! Enrol/menf, fhe Original True Up Reference Price shall be
calcu/ated according to the fo/lowing formula:
{( L+( 1.5 x SA ) j x 0.85}, less a plafform discount ('d applicabJe) pursuant to the terms and
condifions be%w goveming such additiona/ discounts.
(viii) for orders of License & Software Assurance on fhe sixfh anniversary frue up order made pursuant to
either a Renewa! Enrollment o� a Non-Renewal Enrollment, the Original T�ue Up Refe�ence Price sha)I be
calculated according fo the following formu/a:
{[ L+( 0.5 x SA ) J x 0.85j, {ess a platform discounf (if applicable) pursuanf to fhe ferms and
conditions be%w governing such additiona/ discounfs.
The results of each of the above calcu/ations will be rounded to the nearest penny.
State of Minnesota Custom Microsoft Terms and Conditions Page �8 of 25
Enterprise Agreement v6.1
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For example, if, at the Annual Prrcing Date which immediately precedes an Annual Pricing Period, the standard
iicense estimated retail price (L) for an enterprise producf is $lDD.00 per desktop, and the onayear Soffware
Assurance esSmated retail price is $25.00 per desktop, then:
� The (nifia/ Annua/ Reference Price for license & Soffware Assurance for a Non-Renewa/ Enrollment
during such Annua/ Pricing Period wil/ be:
{ [ $900.00 + ( 3 x $25,00 )J x 0.85 j + [ (3 x $25.00 ) x 0.95 ) , divided by 6 = $36.67 per desktop per
year, /ess platform discount ('rf any);
• The Initia! Annual Reference Price for SoKware Assurance for a Renewal Enrollment during such Annua!
Pricing Period wiil be:
$25.00 x 0.95 =$23.75 per desktop per year, less platform discount ('�f any);
• The Origina! True Up Reference Price for License & Sof(ware Assurance af the first anniversary of fhe
effective date of either a renewal or Non-Renewal Enrollment during such Annual Pricing Period wil/ be:
{($100.00 +( 2.5 x$25.00 ) j x 0.85) +[(3 x $25.00 ) x 0.95 J=$209.38 per desktop, less platform
discount j'dany);
• The Origina( True Up Reference Pnce for License & Software Assurance at the second anniversary of the
effective date of either a renewa� or Non-Renewal Enroliment during such Annual Pricing Period wii/ be:
{$100.00 +( 1.5 x$25.00 )} x 0.85 +((3 x$25.00 J x 0.95 J=$188.13 per desktop, less platform
discount (if any);
• The Origina! True Up Reference Price fo� License & Software Assurance at the third anniversary of the
effecfive dafe of either a renewa/ or Non-Renewal Enrollmenf during such Annua/ Pricing Penod wil/ be:
{ $900.00 + ( 0.5 x $25.00 ) } x D.85 + [ (3 x $25.00 ) x 0.95 J = $166.88 per desktop, less platform
discount (if any); ,
. The Original True Up Reference Pnce for License & Software Assurance at fhe fourth anniversary of the
effective date of eKher a renewa/ or Non-Renewaf Enro!lment during such Rnnua! Pricing Period will be:
{[$100.00 + 2,5 x$25.00 ) j x D.85} _$138.13 per desktop, less p(atform discounf (if any);
• The D�iginal T�ue Up Reference Price for License & Software Assurance at the fiRh anniversary of the
effective date of eifher a �enewa! or Non-Renewal Enro!lment durrng such Annual Pricing Period wil/ be:
{[$�00.00 +(1.5 x$25,00} j x 0.85} _$116.88 per deskfop, less plafform discount ('�f any); and
• The Original True Up Reference Price for License & SofEware Assurance at the srxth anniversary of the
effective date of either a renewa! or Non-Renewal Enro!lment during such Annua! Pricing Period will be:
{ j$1 D0. DD + j D.5 x$25.00 )] x D, 85} _$95. 63 per desktop, iess platForm discount ('�f any).
{3) Additiona! discounts apqlied to initial q�ices fo� components. ARe� calculating initial prices fo� each
GDi7�lbrBfii BTi8lj.iiiSE /JTGC�uCi /�tifSiiSiif iv i�B HuOY'B iO�Tiiiiia5, tt,a foflc�irg a�d•'ficr,a; �iSCvilTiiS ii�o)� �J8 oj.aiic�
to such prices, subject to the terms and conditions be%w:
A Platform discount" wi!! be applied fo Component Plafforrn Products (e.g. Microsoft O�ce Professional) ordered
pu�suant to PlaSorm EnroUments, but not to other enterprise products, if any (e.g. Microsoft SQL Client Access
License), rn such P/afform Enrol(ments. Such p/atform discounts are as fo/lows:
(i) 15% for initiaf orders of License & Sofiware Assurance on Non-Renewal EnroUments;
(ii) 5% fo� initial orders (but not true up o�ders) of Soflware Assurance fo� Renewa/
Enro!lments; and
(iii) 15% for true up orders of License & SofEware Assurance fo� both Renewal Enrollments
and Non-Renewa! Enro(lmenfs.
State of Minnesota Custom Microsoft Terms and Conditions Page 19 of 25
Enterprise Agreement v6.1
�y •
For example, if the Initia/ Annual Reference Price of a component product in a nonaenewa/ P/atform Enrollment,
before the platfomt discounf is applied, is $100.00, the ptatform discount wil! be $95.00, and the resufting lnitia!
Annua! Reference Price will be
{ $100.00 - $15. DO } _ $85.00.
The results of each of the above discount ca(culaGons witl be rounded to the nea�est penny. Such discou�ts wi!l
be provided so iong as they are made generally avaifable to alJ volume licansing customers. !f the amount of
such generally avai/able discount is increased, decreased, or e/iminated, such increase, decrease or eliminatron
wi�! apply to the Ann�a/ Pricing Period which immediately follows such event.
Tab/es 4 and 5 in Addendum A show the lnitia/ Annual Reference Prices and Driginal T�ue Up Reference Prices
fhat shall apply dunng the frrst Annual Pncing Penod. We (or your Reseller on our behal� will provide you with
new Mifia/ Annual Refe�ence Pnces on or before the first day of each subsequent Annua/ P�icing Period if price
adjustments are fo occur.
(4} Price adiusfinenfs for third and subseouent annuai installment and true up pavments upon sustained chanqe
of Annual Price Level
The unif reference prices of fhe fo//owing payments (collecfively, fhe "adjusfable paymenfs'� are subject to change
("adjustment'�, provided that the state's Annual Price Level has increased or decreased, relative to the lnitia/ Price
Leve% as of both the first and second anniversaries of an enrollment:
(i) the third annual instailment payment fo� the qualified desktops orde�ed pursuant to the
inifial order,
(ii) addifiona� qual�ed desktops ("�f any) ordered p��suant fo the second anniversary true up
order,
(iii) additiona! quantities ot additiona/ products (if any) ordered pursuant fo the second
anniversary true up o�der, and
(iv) all subsequent payments.
Such adjustment in unit refe�ence price wiU be determined separately fo� each Producf Family, pursuant to Tables
2 and 3 in Addendum A. The Adjustmenf Multrplier for each applicable Product Family on an enrol/ment is
determined in such table by finding the intersection of (i) the column which co�responds to the Initial Price Level,
and (ii) the lrne which corresponds fo the Ending Price LeveL The Adjusfinenf Mulfip(ier applicable to each
Product Family will then be multiptied by the Initia/ Annual Refe�ence Price fo� each applkable ente�prise product
in such Product Family, in order to determine the new reference prices for the adjustable payments.
For the purposes of this Subsecfion 98(n)(4), one Annual Price Leve! rs higher" fhan anofher volume leve! if the
minimum Aggregate Family Deskfop Count requi�ement for such /evel is greate� than that for the second leve%
and one Annual Price Leve! is lowe�" than another volume leve! if the minimum Aggregate Family Deskfop Count
requirement for sucn /eve! is iower than ihat bi the secord ieveL For example, Leval C is tigha; b5an LE✓ef $
and Level A is lower than Level D.
In the event that yourAnnuai Price Level becomes lower in one Annual Pricing Period than in the previous year,
we (or the rese/ler on our beha/� wi!! send a wrrtten notice fo you and each Enro/led A�liate that executed an
en�ol/ment during the p�evious Annual Pricing Pe�iod, advising you and such Enrolled A�liate�that a price
increase may occur for the thrrd and subsequent annual insta!lment paymenfs pursuant to ifs enro!lment in the
event that the subsequent Annua/ Price Leve/ has not increased to a/evel egual fo or greater than fhe initiai
Annual Price Level. Such notice wip be delivered af /east 12 months prior to the date upon which such third
annual insfai/ment payment wil! become due.
The Endtng Price Leve( sha0 be determined for each Product Family on each enrollmenf according to the
re/ationship between lnitial Price Level and tiie Annua/ Price Levels for fhe first and secrond anniversaries,
�espec&vely, according to the fo!lowrng table:
State of Minnesota Custom Microsoft Terms and Gonditwns Page 20 of 25
Enterprise Agreement v6.1
a5-5�1
Annuaf Price Level Criteria: Exam les with sam le rice leve{s:
and the then the
tf the first price level lnitia! First Second
second Remaining
anniversary forthe Annual Anniversary Anniversary
price level anniversary remaining Price Annuai Price Annual Price Years Price
price level Level
is: years will level Level Level
is:
be:
The same as The fnitial
the initial Any level price Level D D My Level D
Price Leve!
The same or
Lower than lower than The first
the Initial the first anniversary D C A or B or C C
Price Level anniversary price level
price level
Higherthan
the first
�ower than anniversary The second
the Initial price level but anniversary D B C C
Price Level lower than price level
the initial
level ,
Lower than The same as
the Initial or nigher than The Inifial C B G or D C
Price Level the Inifial Priae Level
Price Levei
The same or
Higher than higher than The first
the Initial the first anniversary B C or D B or C or D C
Price Level anniversary price level
price levef
Lowerthan
the first
Higherthan anniversary Thesecond
ine 'tniiiai price ievei bui anniversary B G C C
Price Leve! higher than price level
the initial
levef
Higher than The same as
the Initiai or lower than The Initial B C A or B B
Price Level the Initial Pnce Levef
Price Level
State of Minnesota Custom Microsoft 7erms and Condmons Page 27 of 25
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f57 Specia/ price /eve! for enrollments executed durinq the Open Enroi�ment Periodl`vear 1 enrollments'�,
As an excep6on to fhe foregoing, tbe parties agree that the lnitial Price Levef for each Product Family for the
Open Enrollment Period shall be Leve/ D, noiw'ithstanding the facf that the actual Aggregate Family Desktop
Counts are as follows:
Otfice Family.
Windows Fami/y:
CAL Family.�
This allowance is based upon tBe parfies' good faith esfimate that fhe Aggregate Family Desktop Count in al!
product families wi/I surpass 15,000 qualified desktops as of the Offer Deadlrne, and wi// �emain above 15,000
beyond the fhird Annua! Pricing Date. For the purposes of ca�culating an end pricing level for such ysar 1
enrollments, the frrst anniversary price level and second anniversary price levels sha(( be determined pursuant to
the normai tenns of this Section 18(n) above.
(6) Addifional terms and condRions.
The parties acknowledge and ag�ee that (i) the BackOffice CAL wili not be offered in Non-Renewai Enroliments,
but wilf so{e/y be made availab/e to fhose Enrolled A�/iates which are renewrng a prevrous enro!lmenf upon which
BackO�ce CAL was an enterprise product.
Yo� acknowfedge, on behalf of your Enrolled R�liates, that the reference prices for the third annual payment of
cettain enrollments, along with true up paymenfs due at their second and third anniversaries, respectively, may
increase pursuant to the terms of this Section 18(n). It is recommended that A�/iates not enter into enrollments
hereunder un/ess (a) fhey are aware of such possibrlify fbaf their may increase as stated above; and (b) fhey
anticipate that suffcient budgef wrll be approved to coversuch inc�eased payment amount.
You acknow/edge and agree thaf fhere may be certain instances in which fhe reference pnces of ce�fain
enterprise products in certain anrollments executed by your A�llates, whether under this Enterp�ise kgreement or
otherwise, under a separate Enterprise Agreement or Enterprise Subsc�iptioa agreement, may be adjusted in
ways that vary' from fhe adjustment5agreed upon in fhis Secfion 98(n), pursuanf fo separate agreement betweer!
the Enro!led Affiliate and us. • Such instances may include, but are not limited to, those enrollments: (i) that were
executed prior to this e»terprise agreement; (ii) fhat contain other enterpnse products than those in the fhree
product fami/res defined herein; (iii) for which we negotiafe a specral payment schedule or ramped installment
payments upon the condition that the reference price of such enroilment be uplifted to account for the time value
of money,' and (iv) for which a specia! pnce is negofiafed fo match the equivalent Microsoft Se/ect esfimafed retail
price for su�cient licenses, such as to account for unexpired Upgrade Advantage and/or Soffware Assurance.
Reference prices are provided only for the purpose of comparison. Actual pricing and payment terms wil/ be
determined by agreement behveen each Enrolled A�liate and its chosen rese/ler. Al! adjusfinents to reference
prices defined herein wil� correspond to a proportional adjustment we wili make to the reselle�'s confidential cost.
You agree to assist us rn making eligible Affr/iates aware of fhe general terms, condftions, and benefrts of enterfng
into an cnroiimen4, oy participating, upon our request ano' as your screduie reasonabiy permiis, in cor�erence
calls wifh such prospective Parficipating Affiliates, to discuss such terms, conditions, and benefits.
State ot Minnesota Custom Microsoft Terms and Condi6ons Page 22 of 25
Enierpnse AgreemeM v6.'I
Addendum A
Ta41e 1: Volume Level Determinations
Table 2: Adjustment Multipliers for 3rd year payments:
Initial Price Level
� .....,.�.� .....,.. ,...,., ......
__ �� _ Level B 0.847 1.000 1.07i
W a � Level C__ 0.652 0.819 1.00i
r Le'vel D 0.456 0,637 0.83:
Table 3: Adjustmenf Multipliers for 2nd and 3rd Year True Up Payments:
Initial Price Level
m .�
8 � 7 Level B
W a � Level C
1
State of Min�sota Custwn Miaosoft
Enterprise Agreement v6.1
Tertns and Condicions
Level D
1.0T0
Page 23 of 25
05 59
��5
Table 4: Initial Refierence Prices for Enterprise Products included in Non-Plaiform Enroliments executed during the
Open EnrollmeM period:
Lan9uag� Lic/SA Pack U21-
MVL 05654
Office Win32liste� 021-
Lan ua ec SA MVL 0565�
Office Pro Win32 Listed
Languages LicJSA Pack 269-
MVL 05924
Office Pro Win32 Listed 269-
Lan ua es SA MVL 054L`
WirMows XP
Professional Listed
� tanguages UpgjSA Pack E85-
MVL 0101;
Windows Pro4essional
Listed Languages SA E85-
MVL 0101�
Core CAL Listed
Languages LicjSA Patk W06-
` MVL Device CAL 0002(
Back�ce CAL Listed 377-
� lan ua es SA MVL 0168E
� BackOffice CAL Listed
Langua9es LicjSA Pack 377-
MVL 0166i
SQL CAL Listed
Languages Lic(SA Pack 359-
MVL Device CAL 0085]
SQL CAL listed
Languages SA NIVL 359-
See 021- I See 021- I See 02'1- I See �21- I See �21- l See �21-
Ses 263 I See 263 I See 269- i See 269- I See 269- i See 269-
See E85- I See E85- I See E85- I See E8� I See E8S I See E85-
01687 7 I 01687 7 � 07687 ( 01687 I 01687 3 ( 01687 7-
� ' � � � T
See 359- I See 359- I See 35& � See 353 I See 359- I See 359-
State of Mtrtnesota Gustom MicrosoR Terms and Conditions Page 24 of 25
Enterprise f�qreement v6.1
05-59
SWte of Minnesota Custom Microsoft Terms antl Conditions Page 25 of 2S
Enierprise Agreement v6.1
Table 5: Initial Reference Prices for Enterprise Products included in PlatForm Enroilmen[s executed during the Open
Enroliment period: