HomeMy WebLinkAboutMICROSOFT CORPORATION; 2012-11-14;DocuSign Envelope ID: 820A6B81-05E7-4491-8CD4-8B19CDB9C562
Microsoft Premier Core Se/v/ces Agreement
(For Microsoft Intemal Purposes Only)
Core Services Agreement Number
This Support Service Agreemeht ("Agreement") is effective as of November 1, 2012, by and between the undersigned
customer ("You", "Your", "Customer") and the undersigned Microsoft affiliate ("We," "Us," or "Our"). This Agreement is
comprised of this cover page, the services description, the terms and conditions, and any exhibits and/or Fee and Named
Contacts Schedule(s) that are attached or subsequently accepted referencing this Agreement, and which are incorporated
by this reference.
Customer Invoice Information
Name of Customer City of Carisbad Contact Name (This person receives Invoices under this
Agreement unless otherwise specified on Your Purchase
Order.)
Street Address Contact E-mail Address
i^/<UA- ^ G^/^cj^OOh.^-iyl
City ^ ' State/Province Phone
ll-
Country . ^. Postal Code
9^ar
Fax -6^-2.- rrrr
Microsoft Contact Information
Notices to Microsoft should be sent to {Microsoft affiliate
to complete): Copies shouid be sent to:
Microsoft Law and Corporate Affairs
One Microsoft Way
Redmond, WA 98052 USA
Services Attorney
(425) 936-7329 fax
Invoicing
Premier Core is a prepaid and nonrefundable service and all fees and any applicable taxes are due upon acceptance
of this Agreement. We must be in receipt of a purchase order, check, or other acceptable form of payment before
We will begin providing Services. We will invoice You for additional Services performed and expenses incurred. Our
invoices are payable within 30 days of receipt by You and will be directed to Your representative for payment at the
address shown above unless otherwise provided In a purchase order.
7e/7?7
This Agreement will commence on 11/1/2012 and will expire on 10/31/2013 (the "Expiration Date").
By signing below the parties acknowledge and agree to be bound to the ternis of this Agreement.
C(/sto/?;er' Miciosoft Affiliate
Name of Customer (please print)
City of Carlsbad ^—^
Name of Microsoft Affiliate
Microsoft Corporation
Signature
Name of person signing (please print) Name of person signing (please print)
David T. Gallagher
Titleof pereon signing (please print) Title of person signing (please print)
Director of Contracts
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APeBOVEO AS TO FORM
DocuSign Envelope ID: 820A6B81-05E7-4491-8CD4-8B19CDB9C562
Date Date
11/5/2012
SERViCES DESCRIPTiON
1. AVAil-ABLE SERViCES. You may utilize any combination of the following Services. Unless We specify otherwise, the
Services are charged on an hourly basis and will be deducted from the total number of hours You have purchased as set
forth in Section 1.7.
1.1 Support Account iVIanagement. Support Account Management Services are intended to help coordinate the
support and services relationship. The Services Resources are Your advocate within Microsoft and facilitates a team that
can provide Problem Resolution Support, and Support Assistance. The Services Resources also serves as the point of
infonnation delivery and provides Your feedback regarding the Services to other Microsoft groups. The Services Resources
can also provide the following Services which will not be deducted from the pre-paid hours listed In Section 1.7:
a. Planning and Resource Facilitation. At the commencement of this Agreement, an orientation and planning session
can be conducted with Your management and staff via teleconference. The purpose of this meeting is to discuss
the Services available, gather input regarding Your support needs, and jointly plan Your use ofthe Services.
b. Status Meetinas and Reporting. A standard status report can be prepared on a regular basis, to summarize the
Services delivered during the previous reporting period. Status meetings can be conducted to discuss Service
activities, monitor Your satisfaction levels, and discuss actions or adjustments that may be required.
c. Escalation Management. Support issues that require escalation to other resources within Microsoft can be closely
managed by the Services Resource to expedite resolution.
1.2 Workshops. Workshops are designed to reduce the number and minimize the impact of problems related to
Microsoft products You experience. Workshops may be purchased as an add-on service and can include the following:
a. Workshops. We conduct instructor-led training sessions that emphasize Microsoft technologies at Microsoft
locationsYour Services Resource can provide You with a cun'ent list of available Workshops.
1.3 Probiem Resoiution Support. Problem Resolution Support provides assistance for problems with specific
symptoms encountered while using Microsoft products, where there is a reasonable expectation that the problems are
caused by Microsoft products. Problem Resolution Support is available 24 hours a day, seven days a week. Requests for
support may be submitted via telephone or electronically through the website by Your designated contact, except for Severity
1 and A which must be submitted via telephone as set forth below in Section 1.3(a).
a. Problem Reguest (Break-Fix). An assisted break-fix support request, also known as an incident, is defined as a
single support issue and the reasonable effort needed to resolve it. A single support issue is a problem that cannot
be broken down into subordinate issues. If a problem consists of subordinate issues, each shall be considered a
separate incident. Incidents requiring an onsite visit will be charged on an hourly basis and will include charges for
reasonable travel and living expenses. In certain situations. We may provide You with a modification to the
commercially available Microsoft product software code to address specific critical problems ("Hotfixes") in
response to an assisted break-fix support request. Hotfixes are designed to address Your specific problems and
are not regression tested. Except as othenwise provided herein or in an Exhibit, Hotfixes may not be distributed to
unaffiliated third parties without Our express written consent.
Problem resolution support is charged on an hourly basis and includes the commercially reasonable amount of
hours of Services necessary to troubleshoot and help resolve the support issue. Hours-based incidents are
deducted from the pre-paid hours set forth in Section 1.7 or charged to You in arrears if all pre-paid hours have
been exhausted.
You are responsible for setting the initial severity level in consultation with Us and You can request a change in severity level
at any time. The Incident severity will determine the response levels within Microsoft and estimated response times and
Your responsibilities are defined in the following table:
Severity Customer's situation Expected Microsoft Response Expected Customer Response
1
Submission
via phone
only
• Catastrophic business
impact:
• Customer has
complete loss of a core
(mission critical)
business process and
work cannot
• 1®* call response in 1
hour or less
• Continuous effort on a
24x7 basis
• Microsoft Resources at
Customer site as
requested.^
• Notification of Senior
executives at Customer
site
• Allocation of appropriate
resources to sustain
continuous effort on a
24x7 basis^
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reasonably continue
• Needs immediate
attention
• Rapid Escalation within
Microsoft to Product
teams
• Notification of Senior
Executives at Microsoft
• Rapid access and
response from change
control authority
A
Submission
via phone
only
• Critical business
impact:
• Customer's business
has significant loss or
degradation of
services
• Needs attention within
1hour
• 1®* call response in 1
hour or less
• Continuous effort on a
24x7 basis
• Microsoft Resources at
Customer site as
requested. ^
• Notification of Senior
Managers at Microsoft.
• Allocation of appropriate
resources to sustain
continuous effort on a
24x7 basis^
• Rapid access and
response from change
control authority
• Management notification
B
Submission
via phone
or web
• Moderate
business impact:
• Customer's business
has moderate loss or
degradation of
services but work can
reasonably continue in
an impaired manner.
• Needs attention within
2 Business Hours^
• 1®'call response in 2
hours or less
• Effort during Business
Hours^ only
• Allocation of appropriate
resources to sustain
Business Hours^
continuous effort
• Access and response
from change control
authority within 4
Business Hours^
C
Submission
via phone
or web
• Minimum business
impact:
• Customer's business is
substantially
functioning with minor
or no impediments of
services.
• Needs attention within
4 Business^ Hours^
• 1®* call response in 4
hours or less
• Effort during Business
Hours^ only
• Accurate contact
information on case
owner
• Responsive within 24
hours.
^ Business Hours are defined as 6AM to 6PM Pacific Time, Monday through Friday excluding holidays.
^We may need to downgrade the severity level if You are not able to provide adequate resources or responses to enable Us to
continue problem resolution services.
^Additional fees apply.
You may be required to perform problem determination and resolution activities as requested by Us. Problem
detennination and resolution activities may include perfonning network traces, capturing error messages, collecting
configuration infonnation, changing product configurations, installing new versions of software or new components, or
modifying processes.
You are responsible for implementing the procedures necessary to safeguard the integrity and security of Your software
and data from unauthorized access and to reconstruct lost or altered files resulting from catastrophic failures.
b. Rapid Onsite Support Services. You can request on-site support during the term of this Agreement. For each
such request, You are required to purchase a 10-pack (as defined in Section 1.7), which will be fully decremented in
association with the request. If the effort to address the on-site support request is greater than 10 hours. You must
have an appropriate number of Problem Resolution Support hours against which to decrement our efforts. Our
ability to provide onsite support is subject to Our resource availability, and the tasks performed will vary depending
on the situation, environment, and business impact ofthe issue.
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1.4 Support Assistance. Support Assistance provides short-term advice and guidance for problems not covered with
Problem Resolution Support as well as requests for consultative assistance for design, development and deployment
issues. Your Services Resource will work with You to detennine Your specific Support Assistance needs.
Services available Include Infrastructure Support Assistance such as informal advice, guidance and knowledge transfer
intended to help You implement Microsoft technologies in ways that avoid common support issues and decrease the
likelihood of system outages.
1.5 information Services. Information Services provide You with technical information about Microsoft products and
support tools that help You to implement and operate Microsoft products in a more efficient and effective manner.
Information Services can include any combination of the following:
Included Infonnation Services:
a. Premier online website: The Premier online website provides access to the following information resources at no
additional charge:
• Regularly updated product news flashes documenting key support and operational information about Microsoft
products.
• Critical problem alerts notifying You of potentially high-impact problems.
• Web response tool for submitting and checking the status of support incidents.
• Microsoft KnowledgeBase of technical articles and troubleshooting tools and guides.
a. SuDDort Webcasts. Support webcasts are regularly scheduled webcast discussions led by Our program managers,
developers and professionals covering key areas of Microsoft technology. These are provided at no additional
charge.
1.6 Additionai Services. You may request additions to this Agreement at any time. Additional Services that are
available for purchase, and the specific terms and conditions applicable to those Services, may be set forth in this
Agreement an attached Exhibit and/or Fee and Named Contacts Schedule(s). Additional Services will be invoiced at the
prevailing price at the time the Services are rendered or upon acceptance of an Exhibit and/or Fee and Named Contacts
Schedule(s) referencing this Agreement.
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1.7 Premier Core Services And Fees. The quantities listed in the table below represent the amount of Services that
You have pre-purchased for use during the tenn of this Agreement and the fee payable. The Premier Core fees and any
applicable taxes are due upon acceptance of this Agreement and payable within 30 days in accordance with the Prompt
Payment Act. Prior to initiating service, Microsoft must be in receipt of a purchase order, check, credit card or other
acceptable form of payment for the total amount of fees for the Agreement defined in the table below.
Please indicate, via the check box, Services purchased and calculate the total.
Line Check
Box EI
Core Qty Price Total
1
2 •
Support Account (Management
10 Support Assistance Hours
40 Problem Resolution Support Hours
Additional Sen/ices (line 1 must be selected before adding 2)
10-pack Problem Resolution Hours
1
2
$19,950
$$4398
$19,950
$
3 TOTAL $19,950
Total of line 3 above $
tax (oniy calcuiaiie if paying by ciieci^. You wiii be invoiced if paying
by P.O.)
Total Due to Microsoft
$
$19,950
1.8 Customer Named Contact
CSiVI Name: //}U^ /W ^
Address
Phone: (A^) 6«'Z-2.Vr/
Email: ^/g/l OnJl^P 0\
Facsimile: T71* * ) [pO .^fT f~
2. PREREQUISITES AND ASSUMPTIONS. Our delivery of Services under this Agreement is based upon the following
Prerequisites and Assumptions:
a. All Services will be provided remotely to Your locations in the United States unless otherwise set forth in an
Exhibit to this Agreement. Where onsite visits are mutually agreed and not pre-paid, or listed in section 1.7
above, these additional trips will be set forth in an Exhibit to this Agreement and You will be billed for
reasonable travel and living expenses.
b. All Services will be provided in the English language unless otherwise agreed to by You and Us in writing or in
an Exhibit to this Agreement.
c. We will provide support for all United States versions of commercially released generally available Microsoft
products unless otherwise set forth in an Exhibit to this Agreement or specifically excluded on the Premier
online website. Support for those Microsoft products that have entered the Extended Support Phase , as
defined on the Premier online website, will be charged on an hourly basis only. Non-security related Hotfix
support is not available for Microsoft products that have entered the Extended Phase of support unless You
have purchased such support in an Exhibit to this Agreement.
d. Support for pre-release products is not provided.
e. All Services, including any additional Services purchased after the Effective Date of this Agreement
shall be forfeited if not utilized during the term of this Agreement.
f Support Assistance is dependent upon the availability of resources.
g. We can access Your system via remote dial-In to analyze problems at Your request. Our personnel will access
only those systems authorized by You. We may provide You with software to assist with problem diagnosis
and/or resolution. Such software is Our property and must be returned to Us promptly upon request. In order
to utilize remote dial-in assistance. You must provide Us with the appropriate access and necessary
equipment.
h. You must have access to the Internet in order to take advantage of Internet-based services.
i. The maximum number of additional Problem Resolution Support and Support Assistance hours You may
purchase is 20 hours in the aggregate..
j-
k. Additional Prerequisites and Assumption may be set forth In relevant Exhibits.
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3. YOUR RESPONSIBiLITiES. This section sets forth Your performance obligations under this Agreement. Our
perfonnance is predicated upon You fulfilling the following responsibilities in addition to those set forth in Section 1.3 and any
applicable Exhibits. Failure to comply with the following responsibilities may result in delays of Service.
a. You will designate a Customer Support Manager ("CSM") for support related activities. The CSM will manage all of
Your support activities, and internal processes for submitting support requests to Us. The CSM will be supplied
with an individual account number for access to the website, support issue submission and access to a Services
Resource. In addition to the named contacts. You may also identify two types of group contacts as follows:
• One type will receive a shared account ID that provides access to the website for information content and the
ability to submit support requests through the website or by telephone.
• One type will receive a shared account ID that provides access to the website for infonnation content only.
b. You agree to work with Us to plan for the utilization of Services based upon the service level You purchased.
c. You agree to provide an internal escalation process to facilitate communication between Your management and Us
as appropriate.
d. You agree to respond to customer satisfaction surveys We may provide to You from time-to-time regarding the
Services.
e. You agree to provide reasonable office space, telephone and high speed internet access, and access to Your
internal systems and diagnostic tools to Our Services Resources that are required to be on-site.
f You are responsible for any travel and expenses incurred by Your employees or contractors.
TERIMS AND CONDITIONS
4. OWNERSHIP AND LICENSE. Except as otherwise set forth in an Exhibit (or attachment to an Exhibit) to this
Agreement, this section governs the ownership and use rights of any computer code or other materials that may be provided
under this Agreement.
a. Fixes. Except as otherwise provided herein, Your right to use fixes Is governed by the license agreement for the
affected product or, if the fix is not provided for a specific product, any other use terms We provide. All fixes
provided are licensed to You. For the purposes of this Agreement, "fixes" means any product related bug fixes,
workarounds, patches, beta fixes or beta builds other than sample code or materials; and "product(s)" means any
computer code or materials comprising commercial, free, pre-release or beta products We make available to You
for license which are published by Us or Our affiliates. We do not transfer ownership rights in any products and We
reserve ail rights not expressly granted.
b. Pre-existing Work. All rights in any computer code or materials developed or othenwlse obtained independently of
the efforts of a Party under this Agreement ("Pre-existing Work") shall remain the sole property of the Party
providing the Pre-existing Work. During the performance of the Services, each party grants to the other Party (and
Our contractors as necessary) a temporary, non-exclusive license to use, reproduce and modify any of its
Pre-existing Work provided to the other Party solely for the performance of such services. We grant You a
non-exclusive, perpetual, fully paid-up license to use, reproduce and modify (if applicable) Our Pre-existing Work in
the fomri delivered to You for Your internal business operations without any obligation of accounting or payment of
royalties. Your licenses to Our Pre-existing Work is conditioned upon Your compliance with the terms of this
Agreement and this Agreement and the perpetual license applies solely to Our Pre-existing Work that is left to You
at the conclusion of Our performance ofthe Services.
c. Materials. All rights in any materials developed by Us (other than software code) and provided to You in
connection with the Services ("Materials") shall be owned by Us except to the extent such Materials constitute Your
Pre-existing Work. We grant You a non-exclusive, perpetual, fully paid-up license to use, reproduce and modify the
Materials solely for Your internal business operations and without any obligation of accounting or payment of
royalties. You may sublicense the rights granted herein to Your Affiliates. All rights not expressly granted, are
reserved.
d. Sample Code. We grant You a nonexclusive, perpetual, royalty-free right to use and modify any software code
provided by Us for the purposes of illustration ("Sample Code") and to reproduce and distribute the object code
form of the Sample Code, provided that You agree: (i) to not use Our name, logo, or trademarks to market Your
software product in which the Sample Code is embedded; (ii) to include a valid copyright notice on Your software
product in which the Sample Code is embedded; and (iii) to indemnify, hold harmless, and defend Us and Our
suppliers from and against any claims or lawsuits, including attorneys' fees, that arise or result from the use or
distribution ofthe Sample Code.
e. Open Source License Restrictions. Because certain third party license terms require that computer code be
generally (i) disclosed in source code fomn to third parties; (ii) licensed to third parties for the purpose of making
derivative works; or (iii) redistributable to third parties at no charge (collectively, "excluded license terms"), the
license rights that each Party has granted to any computer code (or any intellectual property associated therewith)
do not Include any license, right, power or authority to incorporate, modify, combine and/or distribute that computer
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code with any other computer code in a manner which would subject the other's computer code to excluded license
terms.
Furthennore, each Party warrants that it will not provide or give to the other Party computer code that is governed
by excluded license tenns.
f Reservation of Rights. All rights not expressly granted in this Section 4 are reserved.
g. Restrictions on Use. You may not i) rent, lease, lend or host any computer code or materials that We leave with
You at the conclusion of Our perfonnance of Services ("Service Deliverables") or fixes, except as othenwlse
provided herein; ii) reverse engineer, de-compile or disassemble fixes, except to the extent expressly pemnitted by
applicable law despite this limitation; or iii) transfer licenses to, or sublicense fixes to any government entity or
quasi governmental entity, except as specifically authorized herein.
h. Export. You agree to comply with all applicable international and national laws that apply to the products, fixes,
including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions
issued by U.S. and other governments. For additional infonnation on exporting Microsoft products, see
http://mlcrosoft.com/exportlng.
5. CONFIDENTIALITY. The terms and conditions of this Agreement are confidential, and any and all infonnation
identified by either Party as "Confidential" and/or "Proprietary", or which, under all of the circumstances, ought reasonably to
be treated as Confidential and/or Proprietary ("Confidential Information"), will not be disclosed to any third person without the
express consent of the other Party except under the tenns of this Agreement for five (5) years following the date of its
disclosure. These confidentiality ol)ligations shall not apply to any infonnation which is, or becomes, available to the general
public other than through a breach by the receiving Party, or is developed through the independent efforts of the receiving
Party. Either Party shall be free to use for any purpose the residuals resulting from access to or work with such Confidential
Information, provided that such Party shall maintain the confidentiality of the Confidential Information. The term "residuals"
means information in non-tangible form, which may be retained by persons who have had access to the Confidential
Information. However, nothing in this paragraph shall be deemed to grant to either Party a license in the other Party's
copyrights or patents. Either Party may provide suggestions, comments or other feedback to the other with respect to the
other's confidential infomiation. Feedback is voluntary and the Party receiving feedback is not required to hold it in
confidence. The Party receiving feedback will not disclose the source of feedback without the providing Party's consent.
Feedback may be used for any purpose without obligation of any kind. We may use any technical information We derive
from providing Services related to Our products for problem resolution, troubleshooting, product functionality enhancements
and fixes, for Our knowledge base. We agree not to identify You or disclose any of Your Confidential Information in any item
in the knowledge base.
6. WARRANTIES, DISCLAIMER.
a. NO WARRANTY. We warrant that all Services will be performed in a good workman like manner. EXCEPT FOR
THE FOREGOING EXPRESS WARRANTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
WE DISCLAIM AND EXCLUDE ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER
EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS,
WARRANTIES, OR CONDITIONS OF TITLE, NON-INFRINGEMENT, SATISFACTORY CONDITION,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY SERVICES,
FIXES, PRODUCTS, OR ANY OTHER MATERIALS OR INFORMATION.
b. Application of local laws. If applicable law gives you any implied terms, despite the exclusions and
limitations in this Agreement, then to the extent permitted by applicable law, your remedies are limited,
in the case of Services to either (i) re-supply of the Services or (ii) the cost of the re-supply of the
Services (if any). The order in which these limited remedies are provided will be determined by us.
7. LIMITATION OF LIABIUTY, EXCLUSIONS. To the maximum extent permitted by applicable law. Our
total liability (and that of Our contractors) for direct damages is limited to the amount You have paid under this Agreement for
the Services giving rise to the claims. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY NOR
THEIR CONTRACTORS WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL
DAMAGES OR DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, OR LOSS OF
BUSINESS INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT ANY STATEMENT OF SERVICES,
SERVICES, FIXES, PRODUCTS, OR ANY OTHER MATERIALS OR INFORMATION, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. The foregoing
limitations and exclusions of liability apply regardless of whether the liability is based on breach of contract, tort (including
negligence), strict liability, breach of warranties, or any other legal theory. The limitations and exclusions of liability for
damages in this secfion 7 do not apply to (i) a Party's violations of section 5 (Confidenfiality) or (ii) a Party's violation of the
other Party's intellectual property rights or (iii) liability for damages caused by either party's gross negligence or willful
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misconduct, or that of its employees or its agents, and awarded by a court of final adjudication (provided that, in any cases
where the laws ofthe Republic of Ireland (or any jurisdiction that does not recognize a legal distinction between "gross
negligence" and "negligence") apply to this provision, "gross negligence" as used In this section 7 shall mean
"recklessness"), or (iv) liability for personal injury or death caused by either party's negligence or that of its employees or
agents or for fraudulent misrepresentation.
8. TERMINATION. Either Party may temiinate this Agreement if the other Party is (i) in material breach or default of any
obligafion that is not cured within 30 calendar days nofice of such breach or (ii) fails to pay any invoice that is more than 60
calendar days outstanding. You agree to pay all fees for Services perfomied and expenses incurred prior to tennination.
9. MISCELLANEOUS. This Agreement constitutes the parties' entire agreement concerning the subject
matter hereof, and supersedes any other prior and contemporaneous communications. All notices,
authorizations, and requests given or made in connection with this Agreement must be sent by post, express
courier, or facsimile to the addresses indicated by both parties. Notices will be deemed delivered on the date
shown on the postal return receipt or on the courier, or facsimile confirmation of delivery. You may not assign
this agreement without our written consent, which consent will not be unreasonably withheld. You and we agree
to comply with all international and national laws that apply to this Agreement. Except as otherwise provided
herein, this Agreement is governed by the laws of the jurisdiction where the Microsoft affiliate delivering the Services
is located. Any action brought under this Agreement shall be brought in federal or state court in the State of
Washington. Notwithstanding, this does not prevent either party from seeking injunctive relief with respect to a
violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. The sections
regarding restrictions on use, fees, confidentiality, ownership and license, no warranties, limitations of liability,
termination, and miscellaneous of this Agreement, will survive any termination or expiration of this Agreement.
Ail parts of this Agreement apply to the maximum extent permitted by law or unless restricted or prohibited by
law. If a court holds any provision of this Agreement to be illegal, invalid or unenforceable, the remaining
provisions will remain in full force and effect and the parties will amend the Agreement to give effect to the
stricken clause to the maximum extent possible. No waiver of any breach of this Agreement will be a waiver of
any other breach, and no waiver will be effective unless made in writing and signed by an authorized
representative of the waiving party. Apart from the payment of any amounts due, neither party shall be liable for
performance delays or for non-performance due to causes beyond its reasonable control The parties hereto
confirm that it is their wish that this Agreement, as well as all other documents relating hereto, including all
notices, have been and shall be drawn up in the English language only.
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