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AOC

Solution Provider Agreement (SPA)


This Microsoft Solution Provider Agreement (the SPA), is between Microsoft Corporation
(Microsoft) and the company named below. The SPA will be effective on the later date of signing
by the parties (Effective Date). It will expire on the one year anniversary of the Effective
Date (Expiration Date), unless extended according to section 10(a).
The SPA consists of:
The terms and conditions below;
The SPA Profile Form;
The Online Services Schedule (if applicable);
The Dynamics Price List;
The Discount Schedules; and
The Program Terms of the PLLP (if applicable).
Addresses and contacts for notices
The parties must address any notices related to the SPA to the contacts and locations listed below
for Microsoft, and on the SPA Profile Form for Company. Either party may change these contacts by
providing 30 days prior Written Notice to the other party.

Microsoft Business Solutions


Attn: SPA Processing
One Lone Tree Road
Fargo ND 58104, USA
Email: mbsagree@microsoft.com
The individual signing this SPA on behalf of Company represents and warrants that he or
she has full authority and power to do so.
Agreed and accepted

Microsoft Corporation Company:

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

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Documents and Steps Required for SPA Submission (please see the SPA Guidelines for full
details)
Become a member of the Microsoft Partner Network (MPN);
Sign the SPA for the Regional Operations Center (ROC) where Company is located;
Sign any related Addenda;
Complete the SPA Profile Form; and
Complete the credit application if required.

NOTE: If Company is located in any of the following countries; this is the correct form to sign. If
your country is not listed below, please go to PartnerSource to find the correct form.

Anguilla Dominica Peru


Antarctica Dominican Republic Puerto Rico
Antigua/Barbuda Ecuador Saint Kitts/Nevis
Argentina El Salvador Saint Lucia
Aruba Falkland Islands Saint Pierre and Miquelon
Bahamas, The Grenada Saint Vincent/the Grenadines
Barbados Guatemala South Georgia/the South
Sandwich Islands
Belize Guyana Suriname
Bermuda Haiti Trinidad/Tobago
Bolivia Honduras Turks/Caicos Islands
Brazil Jamaica U.S. Minor Outlying Islands
Canada Mexico United States
Cayman Islands Montserrat Uruguay
Chile Netherlands Antilles Venezuela
Columbia Nicaragua Virgin Islands, British
Costa Rica Panama Virgin Islands, U.S.
Cuba Paraguay

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SECTION 1 Purpose
The SPA gives Company the non-exclusive right to distribute Licensed Software and provide
Services to Customers. The SPA channel program is intended for companies that sell primarily to
external customers, not primarily for sales to the same entity that executes the SPA or its Affiliates.
SECTION 2 Definitions
(a) "Addendum" means an addendum to the SPA that:
(1) Grants Company the right to distribute specific Licensed Software (that is not
included on the Product Schedule) or provide specific Services to Customers; and
(2) Sets forth additional terms that are specific to the Licensed Software or Services.
(b) Affiliate means any legal entity that a party owns, that owns a party, or that is under
common ownership with a party. Ownership means, for purposes of this definition, directly
or indirectly, control of more than a 50% interest in any entity.
(c) Authorized Loc/Trans means an Authorized Localization or Authorized Translation.
(d) Authorized Localization means a specific Localization for a specific Geographic Region that
does not compete with any Localization created or marketed by Microsoft for such
Geographic Region, together with any hot fixes, service packs, feature packs, error
corrections or updates distributed by a Company Party under Schedule B.
(e) Authorized Translation means a specific Translation of any Licensed Software for a specific
Geographic Region that does not compete with any Translation created or marketed by
Microsoft for such Geographic Region, together with any hot fixes, service packs, feature
packs, error corrections or updates provided by a Company Party under Schedule B.
(f) Authorized Work means a Customization or an Authorized Localization or an Authorized
Translation.
(g) BREP means Business Ready Enhancement Plan, the name for the Service of maintenance
support for Licensed Software.
(h) Checkpoint Revenue means the total value for all licenses and Services sold, based on the
estimated retail price from the Dynamics Price List for Customers pricing region less any
Customer discounts, promotions, or other discounts the Company and Microsoft have agreed
to that are recorded in Microsofts transactional systems. This measure specifically excludes
partner discounts.
(i) Company means the entity listed on the first page of this document that has executed this
SPA with Microsoft.
(j) Company Parties means Company and its Recorded Affiliates.
(k) Confidential Information means non-public information, know-how and trade secrets in any
form, that:
(1) Is designated as being confidential; or
(2) A reasonable person knows or reasonably should understand to be confidential;
(3) The following types of information, however marked, are not confidential information.
Information that:
(i) is, or becomes, publicly available without a breach of the SPA;
(ii) was lawfully known to the receiver of the information without an obligation to
keep it confidential;
(iii) is received from another source who can disclose it lawfully and without an
obligation to keep it confidential;
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(iv) is independently developed; or
(v) is a comment or suggestion one party volunteers to give to the other party
about the others business, products or services.
Information available to any Company Party on VOICEPSBC or PartnerSource is Confidential
Information.
(l) Customer means any person or entity that acquires Licensed Software or Services from
Company for its own use and not to resell, redistribute or use for commercial hosting.
(m) Customer Acknowledgment Agreement means the Customer Acknowledgment Agreement
published by Microsoft on PartnerSource.
(n) Customer Agreement has the meaning given to it under section 6(c).
(o) CustomerSource means the Microsoft website for customers at
https://mbs.microsoft.com/customersource or any alternative site Microsoft may designate in
its place.
(p) Customizations means:
(1) any configuration, modification or other change a Company Party makes to the
Licensed Software or Services to meet a Customers specific business needs; or
(2) any software that a Company Party independently develops for Customers that works
with the Licensed Software.
(3) Customizations are not Localizations or Translations.
(q) Discount Schedules means the Microsoft discount schedules applicable to SPA Partners, as
posted on PartnerSource.
(r) Documentation means any electronic or written aids or specifications Microsoft develops
for the Licensed Software and makes available to Company or its Customers.
(s) Dynamics Price List means the Microsoft price list for the Licensed Software and Services,
as posted on PartnerSource.
(t) Enhancement Plan means the Service of maintenance support for Licensed Software,
previously referred to as Business Ready Enhancement Plan or BREP.
(u) EU/EFTA for the purposes of this SPA only, means all countries in the European Union and
in European Free Trade Association as well as those countries listed under that region in the
Dynamics Price List. EU/EFTA is deemed a single location.
(v) Excluded License means any license that requires as a condition of use, modification
and/or distribution of software subject to the Excluded License, that such software or other
software combined and/or provided with such software be:
(1) Disclosed or distributed in source code form;
(2) Licensed for the purpose of making derivative works; or
(3) Redistributable at no charge.
(w) Geographic Region means the geographic region for distribution of each Licensed
Software product, listed in the Product Schedule.
(x) Government Authority means any national, federal, regional or local governmental
agency, administration or other governing body in a Geographic Region that has the power
and/or authority to make and/or enforce laws, regulations or other mandatory requirements,
issue administrative decisions and/or adjudicate disputes regarding the tax, financial,
accounting or business reporting duties of legal entities.

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(y) Licensed Software means the Microsoft software and other offerings on the Dynamics Price
List. The Licensed Software may include:
(1) Software;
(2) Documentation; and
(3) Other Microsoft materials from Microsofts Affiliates (or licensed by Microsofts
Affiliates) including any Microsoft technology (including software fixes limited to the
Microsoft software covered by an addendum), documentation, information, materials
and other benefits given to Company under the SPA.
(z) Localization means any modification to, addition to and/or adaptation of the Licensed
Software to enable or include certain features and/or functionality in the Licensed Software
to conform to the applicable Regulatory Requirements (including, without limitation, versions
and updates of the Licensed Software, user assistance tools and/or end user
documentation).
(aa) MESA means the Microsoft Customer Electronic Service Agreement, as described in section
6(a)(4).
(ab) MSCORP means Microsoft Corporation, a company organized under the laws of the State of
Washington, U.S.A.
(ac) MS Materials means Documentation, Modifiable MS Code, MS Toolkit (as defined in
Schedule B) and any other materials provided by Microsoft under this SPA.
(ad) Online Services Schedule means Schedule C.
(ae) PartnerSource means the Microsoft website at https://mbs.microsoft.com/partnersource or
any alternative site Microsoft may designate in its place.
(af) PLLP means the Microsoft Dynamics Partner Localization and Translation Licensing
Program described by Microsoft on PartnerSource.
(ag) Product Schedule means the attached Schedule A.
(ah) PSBC or PartnerSource Business Center means the Microsoft website
at https://businesscenter.mbs.microsoft.com/#. PSBC is a portal for a database of customer
and partner information and product authorizations, accessed through PartnerSource. PSBC
was formerly known as VOICE (Virtual Organization Information Center).
(ai) Recorded Affiliate means an Affiliate of Company who signs a Recorded Affiliate
Agreement.
(aj) Recorded Affiliate Agreement means an agreement entered into by Companys Affiliate
and Microsoft under the SPA that allows Companys Affiliate to receive the rights granted to
Company under this SPA.
(ak) Regulatory Requirement means any statutory and/or regulatory requirement (e.g. tax,
accounting, financial or statutory reporting) published or otherwise issued by a Government
Authority covering legal entities conducting business in a particular Geographic Region,
including any modifications, amendments, restatements, revisions, updates or other
changes to such Regulatory Requirements.
(al) Self-Help Code means any virus, malware, Trojan horse, back door, time bomb, drop-dead
device, or other routine, code, algorithm, software, hardware component or other
mechanism designed or used to: (A) disable, erase, alter or harm any Microsoft software
(including the Licensed Software), the code of any third party, or any other product or any
computer system, program, database, data, hardware or communications system,
automatically with the passage of time, or under the control of, or through some affirmative
action by, a Person other than the Customer; or (B) access any computer system, program,
database, data, hardware or communications system of any Customer or any of its Affiliates.
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(am) Services means the Microsoft services on the Dynamics Price List and any services given
as a benefit under a Business Readyan Enhancement Plan. The services may include:
(1) Maintenance support;
(2) Advanced product support;
(3) Online Services for Dynamics ERP products (as defined in Schedule C); or
(4) Other benefits that Microsoft may offer.
(an) Software License Terms or SLT means the end user license agreement (previously
referred to as the end user license agreement (EULA)), that governs use of the Licensed
Software by Customers. SLT includes the current SLT and any amendments thereto.
(ao) SPA Guidelines means the content located on the SPA pages on PartnerSource. The SPA
Guidelines also include the Global Partner Operational Handbook document, which is
provided in a link in the SPA Guidelines. The SPA Guidelines provide guidance on topics such
as the various agreements related to the Dynamics channel, partner and customer web
portals, information on pricing and ordering, partner support, and credit services.
(ap) SPA Partner means a company that signs the SPA.
(aq) SPA Profile Form means the Microsoft form titled the SPA Profile and Licensed Software
Product Selection Form where Company has indicated those Licensed Software and
Services it intends to distribute, subject to the terms of the SPA.
(ar) SPA Website means the SPA home page located on the Microsoft Partner Network (MPN) at
https://partner.microsoft.com/global/40014003 or any alternative site Microsoft may
designate in its place. The SPA Website gives additional information relating to the SPA.
(as) Translation means interpretation of the meaning of text in one language and the
production in another language the equivalent text that communicates the same meaning
taking into account a number of factors including, without limitation, context, rules of
grammar, writing conventions, expressions, accommodation for script directionality, double-
byte characters, length of words and phrases, idioms and the like, without changing the
functionality or features of the item to be translated.
(at) Use means when the Licensed Software or Services are first run or used (including
copying, installing, accessing, displaying or otherwise interacting with other software or an
end user).
(au) Written Notice means notice in writing, by email, or by any other reasonable means
recognized by the law of the applicable jurisdiction.
SECTION 3 General
(a) Changes to the SPA
(1) Microsoft will give Company at least 90 days notice via PartnerSource if Microsoft:
(i) Raises the price of any Licensed Software or Service, or
(ii) Changes a Discount Schedule.
However, upward price corrections in the EU/EFTA region due to currency exchange
alignment versus the Euro (or versus the Danish Krona for Microsoft Dynamics C5)
will not be deemed a Licensed Software or Services price increase under this section
and will be subject to 30 days notice via PartnerSource.
(2) If Microsoft offers a new version of any Licensed Software or Service listed on the
Product Schedule, Company Parties must offer the new version to Customers as
soon as possible, but no later than 12 months after the commercial release of the
new version in the Geographic Region.

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(3) If Microsoft removes any Licensed Software or Service from the Dynamics Price List
and does not plan to replace it with a newer version, Microsoft will give Company 12
months Written Notice of its intent to do so via PartnerSource.
(4) If Microsoft decides to remove a module, granule or other component of Licensed
Software from the Dynamics Price List without removing the Licensed Software
entirely, Microsoft will give Company at least 120 days notice via PartnerSource.
(5) Microsoft will use commercially reasonable efforts to give Written Notice if it
withdraws any Licensed Software or Service due to a claim against Microsoft or a
Microsoft Affiliate or according to a court or other governmental order. Following
Microsofts Written Notice, Company must immediately stop exercising rights for any
Licensed Software or Service that Microsoft removes from a Dynamics Price List for
these reasons. Failure to do so is a material breach of this SPA, and such a breach
may result in immediate termination on Written Notice, without opportunity to cure.
(6) Microsoft is not required to give Written Notice if it adds new Licensed Software
(including upgrades of Licensed Software) or Services to the Dynamics Price List.
(b) Ordering. Companys ability to order Licensed Software is conditioned on complying with
the SPA Guidelines and passing the product-specific exam and assessment requirements
described in section 3(dc) below. The SPA Guidelines outline the process for ordering
Licensed Software and Services from Microsoft. Information about the ordering process for
Online Services is in the Online Services Schedule and the Online Services Guide. For the
avoidance of doubt, Customers may acquire Licensed Software or Services from other
parties, including directly from Microsoft or a Microsoft Affiliate, at any time without notice
to Company.
(c) Exam and assessment requirements.
Company must meet the exam and assessment requirements set forth in the SPA
Guidelines, before being able to place orders under the SPA. Microsoft may change the
exam and assessment requirements at any time and will give six months notice via
PartnerSource of any such change. If Company places an order for Licensed Software before
it has met the exam or assessment requirements, Microsoft will reject that order.
Company will meet these requirements by having the applicable number of employees or
consultants pass the required exams for the applicable Licensed Software product. Certified
individuals (identified by Microsoft Certified Partner Identification (MCP ID) numbers) must
be registered with only a single SPA Partner. For example, two SPA Partners cannot share
the same MCP ID in order to meet exam requirements. If an employee leaves Company and
Company no longer meets the exam and assessment requirements as a result, another
employee at Company must pass the exam and assessment requirements within 90 days of
the qualified employees departure.
(d) Microsoft Partner Network (MPN) membership. Company must be an MPN member
before submitting the SPA for signature and Company must maintain its membership during
the term of the SPA. MPN membership information is located at
https://mspartner.microsoft.com or any alternative site Microsoft may designate in its place.
(e) SPAs for subsequent years. Companys entrance into the SPA program is at Microsoft's
sole discretion. Microsoft has no obligation to enter into a new SPA with Company on
termination or expiration of this SPA.
(f) Customers. Company acknowledges that as licensor of the Licensed Software, Microsoft
may contact Customers at any time with information that Microsoft deems appropriate
relating to the Licensed Software and Services.
SECTION 4 License grant

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Microsoft grants Company Parties a non-exclusive, non-transferable, limited license to distribute
the Licensed Software indicated on the SPA Profile Form and Services directly to Customers.
Company may not distribute the Licensed Software or provide Services through multiple tiers of
distribution, including, without limitation, distribution directly or indirectly using partner
consortiums or other similar organizations. Company Parties license to distribute the Licensed
Software is subject to any applicable export restrictions or country-specific restrictions. Subject to
this SPA and the related Schedules, Company Parties may also create Customizations and certain
Localizations and Translations (as described below) to the Licensed Software and distribute them to
Customers. Company Parties license is also subject to the restrictions specified below.
(a) Distribution rights. Except for those distribution rights expressly set forth above,
Microsoft grants no additional distribution rights under the SPA. Following placement of an
order, once Microsoft provides the Company Parties with the relevant Customer-specific
access codes, Company Parties may make one copy of the Licensed Software in order to
distribute Licensed Software to that specific Customer. Company Parties must not permit
Customers to Use the Licensed Software with or through any of Companys license keys.
Only licenses and registration keys released by Microsoft for Use by the Customer are
permitted.
(b) Documentation. Company Parties may give Documentation to Customers in print or
electronic form together with the Licensed Software. Company Parties must not distribute
the Documentation as part of any publication for sale separately from the Licensed
Software unless allowed by the Dynamics Price List. Company Parties may not create
Authorized Works of the Documentation except as specifically allowed by this SPA.
(c) Software and Services license terms. The SLT for the Licensed Software governs
Customers use of the Licensed Software. Microsoft will make the SLT and Services terms
available to Company Parties by posting the most recent version on PartnerSource.
Microsoft may also provide the SLT and Services terms directly to Customers either on
CustomerSource or by other reasonable means in Microsofts discretion. The Product
Schedule, any Addenda and/or PartnerSource may include additional delivery requirements
for the SLT and Services terms. Company Parties must present a hardcopy of the SLT and
Services terms (and other Documentation as Microsoft may require) to the Customer before
or at the time the Customer enters into its Customer Agreement. On presentation of the
hardcopy of the SLT and Services terms, Company Parties must notify Customers that the
most current SLT is available online on CustomerSource and that the terms that apply to its
purchase of a license or Service are those terms available online as of the date of
Customers purchase. If a Company Party upgrades or installs any additional modules on
behalf of a Customer, that Company Party must present the terms of the then-current SLT
to Customer prior to completing the upgrade or installation. Microsoft will give Company
notice via PartnerSource of any substantive changes to the SLT or Services terms.
Notwithstanding the foregoing, it is Company Parties responsibility to check PartnerSource
for any recent updates to the SLT or Services terms. The SLT and Services terms will specify
where and how Customers can use the Licensed Software and Services. Company Parties
must not modify the terms or conditions of the SLT or Services terms.
(d) Affiliates. Companys Affiliates can receive the rights granted to Company in its SPA if they
sign a Recorded Affiliate Agreement. Company guarantees the performance of its Recorded
Affiliates under this SPA. Company will indemnify Microsoft for any breach of this SPA by its
Recorded Affiliates or for any other acts or omissions of its Recorded Affiliates relating to
the rights and duties under this SPA. Company must submit Recorded Affiliate Agreements
to Microsoft in the manner set forth in the SPA Guidelines. Companys Affiliates may also
enter into their own SPA with Microsoft that is separate from Companys SPA. When a
Recorded Affiliate ceases to be Companys Affiliate, Company must immediately notify
Microsoft of the change in status. That Affiliate must immediately stop exercising any rights
permitted by this SPA and the related Recorded Affiliate Agreement will terminate
immediately.
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SECTION 5 Limitations
The rights granted in this SPA are subject to the following limitations:
(a) Dangerous applications. Company Parties must not provide any Licensed Software or
Services for use in controlling the operation of equipment in any nuclear facilities, aircraft
navigation, aircraft communications or flight control systems, air traffic control, mass
transit, medical equipment (FDA class 2 or 3, or equivalent), or weapons systems, or in any
other applications in which the failure of the Licensed Software could lead directly to death,
personal injury, or severe physical or environmental damage.
(b) Full functionality. Company Parties must deliver the Licensed Software to Customers in
its entirety. Company Parties may configure and customize the Licensed Software as
described in Documentation. However, Company Parties must not adversely affect the full
functionality of the Licensed Software. In addition, Company Parties must not alter any
information in any financial applications of the Licensed Software that could damage the
integrity of data files, audit trails, or modify data to deviate from set accounting rules,
regulations, authoritative pronouncements, principles and practices that apply to
Customers.
(c) Implementation Partner. Company must be the Implementation Partner for more than
70% of its combined license sale transactions during the term of the SPA. An
Implementation Partner is a SPA Partner that performs Licensed Software implementation
services for a Customer. Implementation Partners must perform these implementation
services through their own employees or with paid contractors (either individual contractors
or agencies of multiple individual contractors).
(d) Other limitations. The following additional limitations apply:
(1) Company Parties rights are expressly limited to the rights described in the SPA.
Microsoft does not transfer any of its intellectual property rights in or to the Licensed
Software or MS Materials to any Company Parties;
(2) No Company Party will register, apply for or take any other action to acquire any
right, title or interest with respect to any copyright, trademark, trade name, product
name, patent or other proprietary right of Microsoft or any of its Affiliates in any
jurisdiction, whether or not Microsoft or any of its Affiliates has taken any action to
effect, perfect, register or enforce such rights in such jurisdiction;
(3) Company Parties must not redistribute the Licensed Software or Services to anyone
other than a Customer;
(4) Company Parties must not sublicense, rent, lease, lend, give commercial hosting
services with, or operate a service bureau with the Licensed Software unless
Microsoft expressly allows it;
(5) Company Parties must not sublicense, rent, lease or lend the MS Materials to any
third party without Microsofts prior written consent;
(6) Other than as specified in Schedule A, section 5, Company Parties must not use the
Licensed Software or Services for internal use unless Microsoft has granted Company
the right to do so separately;
(7) Company Parties must not reverse engineer, decompile or disassemble any Licensed
Software or MS Materials, except to the extent expressly permitted by applicable law
despite this limitation;
(8) Company Parties will not include any Self-Help Code in the Authorized Work and will
employ the best available, and in no event less than commercially reasonable, tests
for Self-Help Code in the reproduction, integration, installation and/or
implementation processes for any Licensed Software or Authorized Work to ensure

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that they do not deploy any Licensed Software or Authorized Work that has been
infected with any Self-Help Code;
(9) Company Parties must offer to each Customer acquiring Licensed Software at least
one full copy of the Documentation to which the Customer is entitled under the
applicable SLT and the Dynamics Price List; and
(10) Company Parties rights to any of the Licensed Software or MS Materials do not
include any license, right, power or authority to:
(i) Create derivative works of or Authorized Works for the Licensed Software, MS
Materials or Services in any manner that would cause the Licensed Software or MS
Materials in whole or in part to become subject to any of the terms of an Excluded
License; or
(ii) Distribute the Licensed Software, MS Materials (or derivative works or Authorized
Works for the Licensed Software or MS Materials, in whole or in part) in any manner
that would cause the Licensed Software or MS Materials to become subject to any
terms of an Excluded License.
SECTION 6 Companys duties
(a) Services. Company Parties provision of Services to Customers is subject to the following
limitations:
(1) Company Parties must comply with the SPA;
(2) Microsoft recommends the purchase of one of Microsofts partner service plans to
aid Company Parties in supporting Customers. Further information can be found on
PartnerSource;
(3) Company Parties must use commercially reasonable efforts to tell its Customers
about any new Licensed Software or Service releases and their features and
benefits;
(4) Company Parties must give Customers complete and accurate information about the
Services. This includes delivery of any Services terms before or at the time of
purchase. The MESA sets forth the Services terms that govern the Customers use of
Services including enhancements distributed by Microsoft for maintenance support
also known as BREP.Enhancement Plan. A description of those Services currently
branded as Premier and Advanced Product Support Services and the MESA are
available on CustomerSource at
https://mbs.microsoft.com/partnersource/global/partner-
essentials/agreements/Services_Guidebook. The MESA incorporates the Customer
Services Guide (CSG) by reference, which is available on PartnerSource;
(5) When offering Services to a Customer, Company Parties should verify whether that
Customer already has an agreement for Microsoft-offered Services. If so, Company
Parties should consult with a local Microsoft Services account manager (or the
closest Microsoft sales office) to determine which Microsoft agreement is appropriate
for that Customer for Services related to the Licensed Software;
(6) Company Parties must market BREPEnhancement Plan and related Services to all
Customers according to any restrictions listed on the Dynamics Price List. For
example, the Dynamics Price List may instruct Company Parties to order an
enhancement plan Stock Keeping Unit (SKU) with each new Licensed Software
SKU;
(7) Services must be ordered on a per-Customer basis only. Company Parties must not
use one Customers support incidents to support any other party;

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(8) Company Parties must invite Customers to renew their Services in a timely manner
before the end of their Service plan;
(9) Company Parties must not offer or provide Microsoft Service Packs, tax or regulatory
updates to Customers that are not currently on BREP;Enhancement Plan; and
(10) Company Parties must comply with any additional terms regarding the provision of
Online Services included in the Online Services Schedule; and
(11) Services delivered by SPA Partners are different from the Services available under
the SPA. Company Parties must set the supplemental terms (including pricing) under
which it will provide Services or deliver its own additional services.
(b) VOICEPBSC. Company Parties must give and maintain accurate Customer information in
the Virtual Organization InformationPartnerSource Business Center (VOICE) system to
ensure its Customers have access to all of the Services benefits they purchased. This
includes providing the credentials for a Customer administrator for CustomerSource.
Company Parties must not replace Customers information with their own business
information or any third parties information. Company Parties represents that on placing
orders, it will have obtained consent from each Customer for providing the required contact
information to Microsoft and consent for Microsoft to contact those individuals. Company
Parties use of VOICEPSBC is subject to the terms and conditions available on
PartnerSource. Only authorized Company and its Recorded Affiliates may access VOICEthe
PSBC. Company will not, and will ensure each Company Party does not, disclose its
VOICEPSBC user ID or password to any third party at any time for any reason or permit any
third party to access VOICEPSBC on its behalf. All VOICEPSBC information is considered
Confidential Information.
Company Parties must also maintain current information in VOICEPSBC about their own
organization, including MCP IDs. If a certified individual ceases to work for a Company Party,
the VOICEPSBC account for such Company Party must be updated immediately.
(c) Companys Customer Agreements. On request, Company Parties will promptly give
Microsoft copies of each Customer Agreement. Company Parties must provide the Licensed
Software and any Authorized Works under a legally binding agreement with the Customer
(Customer Agreement), which includes the following provisions:
(1) Explicit directions on how to access and log on to CustomerSource, a benefit
provided to all Customers with an active BREP planEnhancement Plan;
(2) A specific limit on the number of users and/or devices that may access or use any
Authorized Work;
(3) A statement that the SLT governs the use of the Licensed Software (and not the
Authorized Work);
(4) A statement that the Customer must have enough licenses issued by Microsoft for all
Microsoft software licensed to support the maximum number of users and/or devices
that may access or use the Authorized Work before Use;
(5) An express acknowledgment that the Customer's use of the Authorized Work is
subject to Company Party's software license agreement for the Authorized Work and
not Microsoft's SLT for the Licensed Software;
(6) An express acknowledgment that Company Parties are solely responsible for, and
(other than granting Company Parties the rights necessary to prepare Authorized
Works under this SPA) that Microsoft has no responsibility for the Authorized Works
or any effect they may have on the functionality of the Licensed Software or the
Customer's systems, business or operations; and

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(7) A statement that Microsoft is a third party beneficiary of the Customer Agreement
with the right to:
(i) Enforce the Customer Agreement;
(ii) Verify the Customers compliance with the Customer Agreement; and
(iii) Contact the Customer directly.
(8) Customer authorization for Company Parties to share information with Microsoft that
is necessary for Company Parties:
(i) to collaborate with Microsoft;
(ii) to enable Microsoft to provide Services and communications directly to Customer,
and
(iii) to verify Customers compliance with the SLT.
If the law governing the Customer Agreement prevents Microsoft from being a third party
beneficiary, Company will assign to Microsoft all rights and claims it may have against the
Customer to the extent necessary to indemnify Microsoft for any loss or damage suffered
that would not have been suffered if Microsoft had been a third-party beneficiary. If
Company cannot assign the rights and claims to Microsoft, Company will indemnify
Microsoft for any loss or damage suffered that would not have been suffered had Microsoft
been a third party beneficiary, subject to the restriction set forth in section 13(b)(5).
(d) Authorized Works.
(1) Additional terms and conditions relating to the preparation of Authorized Works are
attached as Schedule B.
(2) Company is solely responsible for any liability relating to creation of its Authorized
Works. This includes any adverse effect on the performance of Licensed Software or
Documentation. Authorized Works must be created in a manner consistent with this
SPA, generally accepted principles for development of financial software, and the
Documentation.
(3) Company Parties are allowed to create Authorized Translations and Localizations of
the Licensed Software solely for the countries listed as MS GA Countries as defined
on Schedule B. However, Microsoft may permit Localizations or Translations for the
other listed countries under a separate agreement for that purpose.
(4) Company acknowledges that each Authorized Work is a derivative work based on
the Licensed Software and/or MS Materials and, accordingly, is subject to the
copyrights and other intellectual property rights of Microsoft and/or its Affiliates and
suppliers. However, Company Parties reserve, and will own any right, title and
interest in and to, any copyrights in any Authorized Work to which they may be
entitled under applicable copyright law by virtue of their creation of such
modification, addition or adaptation under the license granted under this SPA.
(e) Copies. Company Parties can only make copies of the Licensed Software if separately
permitted in writing by Microsoft. Company Parties must meet or exceed the then-current
industry standards for media and replication quality for the media that Company Parties
create.
(f) Deal Registration. If and when Microsoft implements mandatory deal registration for SPA
transactions during the term of this SPA, Microsoft will give its SPA Partners 90 days
advance notice via PartnerSource. Company will comply with the deal registration SPA
requirement, as published on PartnerSource.

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SECTION 7 SPA administration
(a) Microsoft may make revisions and updates to the SPA Website and SPA Guidelines at any
time. Company is responsible for checking the SPA Website and SPA Guidelines periodically
for updates and changes and for passing on such information to its Recorded Affiliates.
Updates and changes to the SPA Website and SPA Guidelines are binding as of the notice
dates in this SPA, and (unless otherwise noted) the changes will not apply retroactively.
Company agrees that Microsoft may contact Company by telephone, fax, physical, or
electronic mail at any time for administering the SPA or providing information to Company
about the SPA. Company confirms that it has access to the Internet.
(b) Access to PartnerSource. Microsoft reserves the right, in its sole discretion, to restrict
access to PartnerSource in whole or in part. In the event of such a restriction, Microsoft will
make reasonable commercial efforts to give the equivalent essential functionality. If access
were restricted, any notices given by Microsoft under this SPA via PartnerSource will be
provided through email or mail.
SECTION 8 Intellectual property
(a) Use of MSCORP trademarks. The SPA does not grant Company Parties any right, title,
interest, or license in or to any MSCORP names, word marks, logos, logotypes, trade dress,
designs, or other trademarks. Company Parties agree not to register, adopt or use any
name, trademark, domain name or other designation that includes any part of any MSCORP
trademark or product/service name, or any term that is confusingly similar to any MSCORP
trademark or product/service name. This includes a translation or transliteration of a
MSCORP trademark. This applies in particular to any unlicensed use of Microsoft, Microsoft
Dynamics, or Dynamics in a domain name used to host commercial content related to
Microsoft products and/or services. However, Company Parties may use MSCORPS
corporate name, technology names and trademarks in a nominative (referential) fair use
manner in plain text (but not logos, trade dress, designs or word marks in stylized form) to
accurately identify and refer to MSCORP and its technology and services. Company Parties
nominative fair use of a MSCORP trademark must not cause confusion about the source of
its solutions or its relationship with MSCORP or its Affiliates and MSCORP reserves the right
to make that determination in its sole discretion. Otherwise, Company Parties use of
MSCORP trademarks must be according to MSCORPs usage guidelines available at
http://www.microsoft.com/about/legal/en/us/IntellectualProperty/Trademarks/Usage/General.
aspxhttp://www.microsoft.com/en-us/legal/intellectualproperty/trademarks/en-us.aspx or
any alternative site Microsoft may designate in its place.
(b) Proprietary notices. Company Parties must not remove any copyright, trademark or
patent notices contained in or on any of the Licensed Software, Documentation or in any
documentation for Services. Company Parties must include MSCORPs copyright notice on
all copies of the Licensed Software, packaging, Documentation or Services. Company
Parties must use the correct descriptor and symbol (either or ) to clearly indicate
MSCORPs (or its suppliers) ownership of trademarks whenever the Licensed Software is
first mentioned in any ad, brochure or other manner.
(c) Use of Company marks. Company grants Microsoft the right to publish Companys
names, trade names, trademarks, and logos with regard to Companys participation as a
provider of Licensed Software and Services as outlined on the SPA Website, for purposes
reasonably related to the SPA. Microsoft will not modify Companys names, trade names,
trademarks and logos. On Microsofts request, Company will provide Microsoft artwork for
Companys logos in printed or electronic form or both. The SPA does not grant Microsoft any
other right, title, interest or license to any of Companys names, word marks, logos,
logotypes, trade dress, designs, or other trademarks.

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(d) Unsolicited commercial email. Company may not use MSCORPs marks in connection
with transmitting or distributing unsolicited commercial email or in any way that would
violate local law, custom or Microsofts policies.
(e) License compliance
(1) Company Parties must not engage or participate with any third party in the
unauthorized manufacture, duplication, delivery, transfer or use of counterfeit,
pirated, illegal or unlicensed software. Company Parties must not infringe any of
MSCORPs intellectual property rights. Company must reasonably cooperate with
Microsoft and its Affiliates in investigating counterfeit, pirated or illegal software.
Company must report to Microsoft any suspected counterfeiting, piracy or other
infringement of Microsoft or its suppliers intellectual property as soon as possible
after Company becomes aware of it.
(2) Company shall ensure that Company Parties Customers acquire enough licenses for
software, client access, terminal service, web services, and/or service plans to
match:
(i) The quantities of Licensed Software licenses acquired by the Customer; and
(ii) The maximum number of users and/or devices that may access or use the Licensed
Software under the Customers invoice from a Company Party.
Upon request, Company will promptly give Microsoft information to verify that the
Customer has enough licenses for the Licensed Software. Company must report to
Microsoft any suspected breach of this section as soon as possible after Company
becomes aware of it.
(3) Failure to comply with this section 8(e) will be a material breach of this SPA. In the
event of such a breach, Microsoft may terminate this SPA immediately upon Written
Notice to Company without opportunity to cure.
(f) No technology transfer arrangement. The SPA does not create a technology transfer
agreement, as defined by applicable law because:
(1) The technology (including any Licensed Software) made available under the SPA is
not an integrated part of a technology chain for production or management
purposes; and
(2) The technology (including any Licensed Software) has its own technology license.
Company will not hold itself out as Microsofts technology recipient and will not
identify Microsoft as a technology provider under the SPA.
SECTION 9 Financial Terms
(a) Minimum Revenue Requirement. In order to remain an active SPA Partner, Company
must generate at least a certain pre-set amount of revenue (Threshold) as of two certain
set time periods (Checkpoints).
(1) The first Checkpoint will be measured on the 12-month anniversary of the SPA
Effective Date. The Threshold for the first Checkpoint is $35,000 USD (or equivalent
amount in local currency) in Checkpoint Revenue from the Effective Date to the first
Checkpoint. If Company has not reached the Threshold as of the first Checkpoint,
Microsoft will not extend Companys SPA term, and Company is not permitted to re-
enroll in the SPA program for a period of 12 months starting from the first
Checkpoint date.
(2) The second Checkpoint will be measured at the date that Company signs a new SPA.
The Threshold for the second Checkpoint is $35,000 USD (or equivalent amount in
local currency) in Checkpoint Revenue for the 12 months preceding the second
Checkpoint. If Company does not meet the Threshold at the second Checkpoint,
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Company will not be permitted to re-enroll in the SPA program for a period of 12
months starting July 31, 20162018.
(3) If Company is enrolling in the SPA for the first time, Company will be exempt from
the second Checkpoint if Company signed this SPA on or after August 2, 20152017.
(Existing SPA Partners will not be offered this exemption.)
(4) Company is in material breach of this section 9(a) if:
(i) Company has re-enrolled in the SPA program by entering into this SPA, but has done
so within 12 months after the Expiration Date of a previous Solution Provider
Agreement that was not extended pursuant to provisions that correspond to
sections 9(a)(1) or (2); or
(ii) Company uses any method to circumvent the re-enrollment restrictions in this
section 9, such as by entering into this SPA as a proxy for another entity or under a
different name, within 12 months after the Expiration Date of that entitys previous
Solution Provider Agreement that was not extended pursuant to provisions that
correspond to sections 9(a)(1) or (2).
(b) Price lists.
(1) Subject to section 3(b), Microsoft will use PartnerSource to publish Dynamics Price
Lists for the Licensed Software and Services. Updates to the Dynamics Price List, if
any, typically occur on the first business day of every month. The Dynamics Price
List includes estimated retail prices for Licensed Software and Services. Prices are
based on the Customer's location. Microsoft may reflect pricing in U.S. dollars or
other local currency, where offered, based on Customer location. For Customers
located in the EU/EFTA region, prices are listed in Euros and, where applicable, other
local currencies depending on the selling Company Partys location.
(2) Company Parties have complete discretion to set their own Customer prices for
Licensed Software, Services and Authorized Works and to negotiate and set payment
terms and conditions with Customers. The negotiation of those terms between
Company Parties and Customers will not be subject to Microsofts review or approval
in any way. With the exception of Section 16(g), Company Parties are not asked to
provide Microsoft any Customer-facing invoice or otherwise disclose the price a
Company Party charged its Customer for any Licensed Software, Services or
Authorized Works.
(3) Microsoft will charge Company the amount on the Dynamics Price List, less any SPA
discounts that Company may be entitled to.
(c) Payment terms.
(1) Payment is due on the date specified in Microsofts invoice;
(2) If Company fails to make payment of any sums by the due date Microsoft may take
any or all of the following actions:
(i) If Companys payment is not received within 30 days of due date, Microsoft may
terminate the SPA on 30 days Written Notice to Company. If Company has two or
more late payments during the term, Microsoft may terminate the SPA immediately
on Written Notice to Company and without an opportunity to cure;
(ii) Hold all pending orders and suspend further shipments under the SPA until all SPA
payments due are received;
(iii) Contact Customers to inform them that Company is temporarily unable to place
orders on their behalf, and provide Customers the ability to place orders for

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Licensed Software and Services directly with Microsoft until all payments that are
due under the SPA are received by Microsoft;
(iv) Charge interest on the past due amount from the first day the amount is past
due until the amount is paid in full. Interest will be charged on a day-to-day basis at
the rate of 1% per month (12% per annum) on a simple interest basis, or the legal
maximum, whichever is less. Company will pay interest on demand to Microsoft.
If Microsoft chooses to take any or all of these actions it does not waive any other right or
remedy available to us under this SPA or at law. Microsoft may change these payment terms
on 30 days prior Written Notice to Company.
(d) Invoicing
(1) Company must make all payments by wire transfer to the account identified on the
invoices or in the SPA Guidelines. Company must pay any remittance costs, which
must not be deducted from the amount due. Company must include Microsofts
invoice number (if applicable) on each wire transfer payment.
(2) Company must place orders with Microsoft for the applicable Licensed Software and
Services no later than (a) Customers first Use of those products or Services or (b)
within 30 days of a Company Partys receipt of payment from Customer for licenses
or services, whichever occurs first. Failure to comply with this sub-section will be
deemed a material breach of the SPA. In the event of such a breach, Microsoft may
terminate this SPA immediately on Written Notice without opportunity to cure.
(3) Company may not withhold payment or make deductions on the amount due on any
invoice (by way of offset, counterclaim or otherwise) unless Microsoft issues a credit
note. This includes rebates, price adjustments, billing errors, handling fees,
allowances or any other charges. The only exception is for disputed items as
described in section 9(d)(4) of this SPA.
(4) If Company disputes any amount invoiced by Microsoft or has a complaint about the
Licensed Software (other than a warranty claim) then Company must:
(i) Pay the non-disputed amount on the invoice; and
(ii) Give details, via Written Notice, of the disputed item or complaint (together with
supporting documentation and information) within 21 days of the date of Microsofts
invoice.
(5) Companys payment to Microsoft is not contingent on Companys receipt of any
payments from its Recorded Affiliates or Customers. If Company purchases a multi-
year, annual installment SKU on behalf of a Customer, Company is responsible for
payment each year, whether Company collects payment from the Customer or not.
(6) Company must make all payments in full and in the currency specified in Microsofts
invoice (subject to applicable law).
(e) Taxation. The amounts to be paid to Microsoft under the SPA do not include any
governmental taxes relating to the transactions made under the SPA. Company must pay to
Microsoft any taxes that are owed by the Company solely due to entering into the SPA and
which are permitted to be collected from Company by Microsoft under applicable law.
Company may give Microsoft a valid exemption certificate in which case Microsoft will not
collect the taxes covered by such certificate. Microsoft is not liable for any taxes that
Company is legally obligated to pay related to the sale of Licensed Software and Services
under the SPA, or Companys provision of any other services or goods to any Customer.
Company will indemnify, defend and hold Microsoft harmless from any taxes, claims, or
costs (including reasonable attorneys fees) and any other liabilities of any nature related to
such taxes.

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If local laws, regulations or a foreign tax authority requires any taxes be withheld on
payments made by Company to Microsoft, Company may deduct such taxes from the
amount owed to Microsoft and pay them to the taxing authority. However, Company will
promptly secure and deliver to Microsoft an official receipt for any such taxes withheld or
other documents necessary to enable Microsoft to claim a tax credit (including a U.S.
foreign tax credit). The withholding taxes referred to in this section apply to withholding
taxes required by the taxing authorities on payments to Microsoft only. They do not include
any withholding taxes incurred by Company for payments made to Company by Customers.
Such withholding taxes are Companys financial responsibility. Company will make certain
that any taxes withheld are minimized to the extent possible under applicable law.
(f) Financial statements. Microsoft may require audited financial statements (or equivalent
information that may be acceptable to Microsoft) from time to time in connection with
Companys obtaining or maintaining credit terms. Microsofts uses these financial
statements for the sole purpose of setting and reviewing Companys credit and will treat
unpublished financial statements as Confidential Information under section 11
(Confidentiality). If requested, Company should forward financial statements to the
attention of Microsofts credit department at the address given in the Global Partner
Operational Handbook.
(g) Credit and security
(1) Microsoft may extend credit to Company after review of Companys financial
condition and overall credit worthiness. Microsoft may revise or withdraw any credit
extended to Company at any time on Written Notice. If Microsoft withdraws or
reduces any credit, Company must immediately pay all sums due or that become
due in excess of the revised credit limit. Microsoft may also require Company to pay
all sums due in advance or on delivery of Companys next order. A credit application
may be required in some Geographic Regions.
(2) Microsoft may require Company to promptly give a performance bond, bank
guarantee, letter of credit, corporate guarantee cash deposit, or other form of
security. Microsoft may require such forms of security at any time during the term of
this SPA in an amount, form, and with an entity acceptable to Microsoft.
(h) Returns. Unless required by local law, Microsoft does not accept returns of Licensed
Software or Services purchases.
SECTION 10 Term and termination
(a) Term. The SPA will take effect on the Effective Date on the first page, and continue until
Expiration Date unless terminated earlier, after which date all rights under the SPA and any
Addenda will automatically end. If Company achieves the Threshold for the first Checkpoint,
then the Expiration Date is automatically extended until July 31, 20162018. If Company fails
to achieve the Threshold for the first Checkpoint, then the SPA expires on its original
Expiration Date.
(b) Termination. Company may terminate this entire SPA or any Addenda for convenience.
Either party may terminate this SPA, the rights to distribute any individual Licensed
Software product, Service or any individual Addendum:
(1) To protect their intellectual property rights;
(2) If the other party breaches any terms of the SPA (pursuant to section 10(c) below);
(3) As expressed elsewhere in this SPA; or
(4) If required by a valid judicial or governmental order.
(c) Termination for breach. A party terminating this SPA for breach must give 30 calendar
days Written Notice. The other party must have an opportunity to cure before a termination

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for breach will become effective. Terminations for the following are effective immediately on
Written Notice (or as soon as permitted by applicable law):
(1) The breach is not curable within 30 days;
(2) The breach is deemed a material breach of this SPA; or
(3) If the other party:
(i) Becomes insolvent;
(ii) Voluntarily or involuntarily enters bankruptcy, reorganization, composition or other
similar proceedings under applicable laws;
(iii) Admits in writing its inability to pay debts; or
(iv) Makes or attempts to make an assignment for the benefit of creditors.
Microsoft may terminate the SPA early, on 12 months Written Notice to Company, in the
event Microsoft implements a substantively different model of providing Licensed Software
or Services from that contained in this SPA.
(d) SPA Partner Escalation Reviews. If any of the following occur, Microsoft may contact
Company for an Escalation Review, where Company will be required to create a corrective
action plan that must be approved by Microsoft. The parties will meet to discuss and agree
on the terms of Companys corrective action plan. Microsoft reserves the right to suspend
Companys ability to place orders during this review process until the corrective action plan
is implemented. Company will not accept any further orders from Customers during this time
without Microsofts prior written approval.
(1) Any individual Company Party (as identified by an individual account number in
VOICEPSBC) has either (a) more than five reseller-related escalations through the
Microsoft Customer Relations Team over any two-year period; or (b) three reseller-
related escalations through the Microsoft Customer Relations Team over any one
year period ; or
(2) Microsoft receives partner of record change requests for an individual Company
Party that amount to 4% or more of their customer base (all Customers who have an
individual Company Party listed as their partner of record) over any two-year period,
where the Customer selects the following reasons:
(i) Customer Satisfaction Issue Overall Poor Partner Performance or
(ii) Customer Satisfaction Issue Slow Response
If Company (1) fails to create or participate in the corrective action plan discussion, (2) does
not use commercially reasonable efforts to agree with Microsoft on reasonable terms for the
corrective action plan, or (3) does not agree to the timeline in the corrective action plan,
Microsoft may terminate the SPA on 30 days Written Notice. If Company fails to resolve the
issues identified in the corrective action plan according to the schedule in that plan,
Microsoft reserves the right to terminate this SPA immediately on 5 days Written Notice.
(e) Other Duties and Effects of Termination
(1) When the SPA is no longer in effect, Company must:
(i) Immediately stop exercising all rights granted by the SPA; (including no longer
accepting orders for Licensed Software and Services, and remove marketing
references from Company Party websites that indicate Company Party is an
authorized SPA Partner);
(ii) Pay all amounts outstanding; and

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(iii) Notify all Recorded Affiliates in writing that they must also Immediately stop
exercising all rights granted by the SPA.
(2) Upon termination of the SPA, all Addenda also terminate, as well as all Recorded
Affiliate Agreements, development software license terms and internal use licenses.
(3) Company Parties do not have the right to place orders for additional licenses or
BREPEnhancement Plan after termination or expiration of their SPA.
(4) Termination of the SPA will not affect licenses for the Licensed Software that were
previously granted to Customers. Those licenses will continue as described in the
SLT.
(5) Microsoft may contact Customers when Company no longer has an effective SPA and
help transition existing Customers to another SPA Partner.
(6) If Microsoft terminates this SPA for cause, Company Parties agree not to attempt to
enter into a new SPA for a period of 12 months from the date of termination.
(f) Survival. Sections of this SPA that, by their terms, require performance after the
termination or expiration of this SPA will survive as permitted by local law. These sections
include:
(1) Section 2 (Definitions);
(2) Section 5 (Limitations);
(3) Section 8 (Intellectual property);
(4) Section 9(e) (Taxation);
(5) Section 10 (Term and termination);
(6) Section 11 (Confidentiality);
(7) Section 12 (Representation and warranty);
(8) Section 13 (Intellectual Property Defense);
(9) Section 14 (Limitation of liability); and
(10) Section 16 (Miscellaneous).
(g) Statutory form. Microsoft reserves the right to either terminate or vary the SPA without
use of a statutory form and without any liability to Company Parties. This includes
circumstances where a statutory form is required.
(h) Waiver of rights and duties. Company and Microsoft each waive any right or obligation
under any applicable law or regulation to request or obtain intervention of the courts to
terminate this SPA.
SECTION 11 Confidentiality
The following terms and conditions apply to exchanges of information that take place under
the SPA:
(a) Company Parties and Microsoft must refrain from disclosing any Confidential Information of
the other for five years following the date of disclosure, except that if the Confidential
Information contains personally identifiable information, there is no time limit regarding
non-disclosure.
(b) However, Confidential Information may be disclosed as required by a judicial or other
governmental order, if the receiving party either:
(1) Gives notice of the order to allow the other party a reasonable opportunity to seek a
protective order or otherwise prevent or restrict its disclosure, or

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(2) Obtains written assurance from the applicable judicial or governmental entity that it
will protect the Confidential Information to the maximum level allowed under
applicable law or regulation.
(c) Microsoft may disclose the Company Parties or Customers information to its agents,
representatives or contractors only if they have a need to know about it for purposes of the
business relationship described in the SPA.
(d) Neither party is required to restrict work assignments of agents, representatives and
contractors who have had access to Confidential Information. Neither party can control the
incoming information the other will disclose in the course of working together, or what its
representatives will remember, even without notes or other aids. The parties agree that use
of information in representatives unaided memories in the development or deployment of
their respective products or services does not create liability under this SPA or trade secret
law.
(e) Microsoft may use any technical information it derives from providing Services related to its
technology for problem resolution, troubleshooting, functionality enhancements and fixes, or
for its knowledge base. Microsoft agrees not to identify Company or disclose any of
Companys Confidential Information in any entry in the knowledge base. Microsoft agrees
not to identify Company or disclose any of Companys Confidential Information in any entry
in the knowledge base.
(f) Company Parties will keep Customer information given to it by Microsoft confidential under
the terms of the SPA. Company Parties will take reasonable security measures to protect the
Customer information (including all information in VOICEPSBC) from unauthorized use,
access, disclosure, alteration or destruction. Such measures will include access controls,
encryption and any other means that are required to comply with applicable laws.
(g) Any breach by either party of this section 11 will be deemed a material, incurable breach of
the SPA.
SECTION 12 Representation and warranty
(a) No representations. Microsoft makes no representation about any Licensed Software or
Services other than as stated in the SPA. Company has relied on its own skill and judgment
or that of its advisers in deciding to enter into the SPA.
(b) Microsofts warranty
(1) Notice regarding Licensed Software. The Licensed Software is complex
computer software. Its performance will vary depending on hardware platform,
software interactions, and Licensed Software configuration. The Licensed Software is
neither fault tolerant nor free from errors, conflicts or interruptions. Software bugs
may be identified on creating an Authorized Work or on installation of Licensed
Software. Company Parties must determine for themselves that the Licensed
Software, Services, MS Materials, and Authorized Works are suitable in quality and
performance for use on the computer systems on which they may be installed. This
includes conducting sufficient testing of all Authorized Works and computer systems
on which they may be installed. Such testing should include failure mode and effects
analysis on such computer systems. Company Parties are also responsible for
providing any necessary notices or warnings to Customers.
(2) No warranty.
(i) Unless otherwise expressly stated in this SPA, the SLT, or if required by law,
Microsoft disclaims and excludes all warranties, conditions and representations
(express, implied, by statute, or otherwise) in relation to the Licensed Software,
Services, MS Materials, and any Authorized Works. This disclaimer includes
warranties and conditions of title, merchantability, satisfactory quality, and non-

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infringement, fitness for a particular purpose or any implied warranty arising from
course of dealing or usage of trade.
(ii) Microsoft makes no warranty that the Licensed Software will operate properly in
connection with any Authorized Work or on any Customer systems.
(iii) Without limiting the generality of the foregoing, Microsoft makes no representation
or warranty that the Licensed Software or MS Materials are suitable or sufficient for
the creation of any Authorized Work, that any Licensed Software or MS Materials
comply with applicable Regulatory Requirements or any other requirement of any
Government Authority in any Geographic Region, or that any Authorized Work will
operate properly in connection with any Licensed Software, any Customer's system,
or any update to the Licensed Software (as defined in Schedule B).
(iv) This disclaimer will not be interpreted or construed to limit or revoke any
representation or warranty made under any other agreement between Company
Parties and Microsoft or any applicable SLT for the Licensed Software.
(c) Companys covenant
No representations. Company Parties must not make any representation or
warranty with respect to this SPA, Companys relationship with Microsoft, or any
Licensed Software, MS Materials, Authorized Works, Services or their use to any
Customer on Microsofts behalf.
SECTION 13 Intellectual Property Defense
(a) Microsofts defense obligation
(1) Defense of infringement claims. Microsoft will defend Company Parties against
any claims made by an unaffiliated third party that the Licensed Software or
Services infringes its patent, copyright, or trademark or misappropriates its trade
secret, and pay the amount of any adverse final judgment (or settlement to which
Microsoft consents) from such lawsuit. Microsofts duties are subject to the following
conditions:
(i) Company must give Microsoft prompt Written Notice of the claim;
(ii) Microsoft will have sole control over defense and settlement of the claim; and
(iii) Company will give Microsoft reasonable assistance in the defense of the claim.
Microsoft will reimburse Company for reasonable out-of-pocket expenses that
Company incurs in providing assistance in defending the claim.
(2) Limitations on Microsofts defense obligation. Microsofts duties to defend
Company Parties will not apply to the extent that the claim or adverse final
judgment is based on a Company Party or a Customer doing any of the following:
(i) Distributing or using the Licensed Software, Services, MS Materials, or Authorized
Works by a Company Party after Microsoft notifies Company to discontinue
distribution or use;
(ii) Combining the Licensed Software, Services or MS Materials with Authorized Works
or any other non-Microsoft product, program, data or business process;
(iii) Using the Licensed Software, Services or MS Materials with an Authorized Work,
non-Microsoft product, data, or business process; or
(iv) Changing the Licensed Software or Services.
Microsofts duties to defend and pay patent claims will be limited to the Licensed
Software (or Services) alone, without combination or modification, where the
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Licensed Software (or Service) constitutes direct or contributory infringement of the
patent.
Company will reimburse Microsoft for any costs or damages that result from these
actions. However, Company will have no obligation to Microsoft under this sub-
section for actions of Customers acting without Companys involvement or
knowledge.
(3) Microsofts options. If Microsoft receives information about an infringement claim
related to the Licensed Software (or Services), it may (but is not obligated to) at its
expense and at its option:
(i) Procure rights or licenses to continue its distribution and use; or
(ii) Replace with a functional equivalent or modify the Licensed Software or Services to
make it non-infringing (including disabling the challenged functionality). If Microsoft
does that, Company Parties will stop distributing and using the allegedly infringing
Licensed Software and Services immediately; or
(iii) Require Company Parties and their Customers to discontinue copying, using or
providing the Licensed Software or Services affected by the claim.
(b) Companys indemnity duties. Company must defend, indemnify and hold Microsoft
harmless from any claim from a third party arising due to:
(1) Licensed Software installed by Company Parties outside generally accepted industry
standards;
(2) The customized Licensed Software or Services infringing any proprietary right of that
third party if such claim would have been avoided by the exclusive use of the
Licensed Software and/or Microsofts Services;
(3) Company Parties Customizations and implementation services;
(4) Any breach by Company Parties of the terms of the SPA that results in a claim;
(5) Any loss or damage suffered by Microsoft for which Company Parties have been
compensated by a Customer under section 6(c)(6) where governing law prevents
Microsoft from being a valid third party beneficiary; and
(6) Any of the additional issues related to Authorized Works listed in Schedule B, section
7 (Additional Company Indemnity Obligations).
SECTION 14 Limitation of liability
(a) Limitation
(1) Microsoft Liability. Except for liabilities to and remedies of Company Parties for
Microsoft or any Microsoft Affiliates unauthorized use of a Company Partys
intellectual property, total cumulative liability (if any), of Microsoft and Microsoft
Affiliates to Company Parties in relation to this SPA, and Company Parties exclusive
remedy for any such liability, shall be limited to that Company Partys direct
damages incurred in reasonable reliance on Microsoft up to an amount not to exceed
100% of the amount actually paid by Company to Microsoft under the SPA.
(2) Company Liability. Except for liabilities to and remedies of Microsoft or any
Microsoft Affiliate for Company Parties unauthorized use of Microsoft or any
Microsoft Affiliates intellectual property (including breach of any part of section 4
(License grant)), the total cumulative liability (if any) of Company Parties to Microsoft
under this SPA and Microsofts exclusive remedy for any such liability is limited to
100% of the amount paid and any amounts owed by Company to Microsoft under
this SPA.

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(3) Release. Company, on behalf of itself and Company Affiliates, releases Microsoft
and Microsoft Affiliates, and Microsoft releases Company Parties, from all liability in
excess of the liabilities that are limited by this section , including any claim for
indemnification or contribution whether arising under statutory or common law or
otherwise.
(4) Exclusion of certain damages. To the extent permitted by applicable law,
whatever the legal basis for the claim, neither party, nor any of its
Affiliates, contractors, or suppliers, will be liable for any indirect,
consequential, special, or incidental damages, or damages for lost profits,
revenues, business interruption, or loss of business information arising in
connection with this SPA, even if advised of the possibility of such
damages or if such possibility was reasonably foreseeable. However, this
exclusion does not apply to either partys liability to the other for violation
of its confidentiality obligations or of the other partys intellectual
property rights.
(b) Application. The limitations on and exclusions of liability for damages in the SPA apply to
the maximum extent permitted by law. They apply regardless of the legal theory on which
any claim for damages is based. They apply whether application of the exclusion causes
any remedy to fail of its essential purpose. A partys liability for loss or damage of any kind
(including loss or damage caused by negligence) is reduced to the extent that the other
party or its agents caused or contributed to that loss or damage.
(c) Business purposes. Company is entering the SPA for business purposes only. Company
agrees that consumer protection laws will not apply to the extent that contracting out of
such laws is permitted.
(d) Consumer rights. The SPA does not exclude or restrict liability to consumers if not
permitted by local law. If liability may not be excluded, then to the maximum extent
permitted by law consumers remedies are limited to the following at Microsofts option:
(1) In the case of Services, Microsoft may either supply the Services again or pay the
cost of having the Services supplied again; and
(2) in the case of Licensed Software to either:
(i) Replace the Licensed Software;
(ii) Correct the defects in the Licensed Software; or
(iii) Pay the cost of replacing or repairing the Licensed Software or acquiring software of
equivalent functionality.
SECTION 15 Technical and other support, training, and brand
Except as may be agreed to by Microsoft in writing or as given under the SLT, the SPA does not
give Company Parties or Customers technical support, training, account management, marketing
and sales support, brand or logo rights. These may be available to Company Parties through other
Microsoft or Microsoft Affiliate programs, offerings or initiatives. Microsoft does not give technical
support for Company Parties Authorized Works. Company Parties are solely responsible for
providing technical support to Customers for such Authorized Works.

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SECTION 16 Miscellaneous
(a) Government Customers. Many government entities have unique issues. Microsoft may
require additional terms and conditions for that purpose. Microsoft reserves the right to
reject orders for certain government entities, as specified in the Product Schedule.
(b) Microsoft Corporation and Affiliates - third party beneficiaries. Certain sections of
the SPA are for the express benefit of MSCORP and its Affiliates. As a result, Microsoft and
its Affiliates are entitled to require Companys due performance of each such provision.
Microsoft is entering into this SPA not only in Microsofts own right, but also as agent and
trustee for each of Microsofts Affiliates. Subject to the foregoing, the SPA does not create
any enforceable rights by anyone other than the parties to the SPA.
(c) Relationship between Company Parties and Microsoft. Although Microsoft may call
Company a 'partner', Company is an independent contractor for all purposes regarding the
SPA. At no time does either party have the power to:
(1) Bind the other;
(2) Vary or offer any additional terms, conditions, representations, warranties or
covenants made by the other; or
(3) Create in favor of any person any rights that the other party has not previously
authorized in writing.
The SPA will not be construed as creating a partnership, joint venture, agency, or franchise
relationship or any fiduciary duty between Microsoft and any Company Party.
(d) Notices.
(1) The parties must address any notice related to the SPA to the contacts and locations
listed on the first page of this SPA for Microsoft, and on the SPA Profile Form for
Company.
(2) An authorized representative of Company must sign all notices by Company.
(3) Company will give Microsoft prompt Written Notice if Company or any of its
Recorded Affiliates become insolvent, enter bankruptcy, reorganization, composition
or other similar proceedings, whether voluntary or involuntary, or admit in writing its
inability to pay debts, or make or attempt to make an assignment for the benefit of
creditors.
(4) Notices will be deemed delivered on the date shown on the postal return receipt or
on the courier, facsimile or email confirmation of delivery.
(e) Governing law. The laws of the State of Washington and the federal laws of the United
States govern this SPA. The parties consent to the exclusive jurisdiction and venue in the
courts sitting in King County, Washington. On behalf of itself and its Recorded Affiliates,
Company waives all defenses of lack of personal jurisdiction and forum non conveniens.
This choice of jurisdiction and venue does not prevent either party from seeking injunctive
relief for a breach of intellectual property rights, confidentiality obligations or enforcement
of recognition of any award or order in any appropriate jurisdiction. The SPA is not to be
governed by the 1980 United Nations Convention on Contracts for the International Sale of
Goods.
(f) Attorneys and legal fees. If either party commences litigation against the other party in
connection with this SPA, the prevailing party will be entitled to recover its reasonable
attorneys fees, costs and other expenses.
(g) Compliance with laws, Microsoft Anti-Corruption Policy, and Audit Rights.

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(1) Company Party Compliance. Company will comply with and will require its
Recorded Affiliates to comply with all applicable laws against bribery, corruption,
inaccurate books and records, inadequate internal controls, and money-laundering,
including the U.S. Foreign Corrupt Practices Act (Anti-Corruption Laws). Company
certifies that it has reviewed and will comply with Microsofts Anti-Corruption Policy
for Representatives: http://www.microsoft.com/en-
us/Legal/Compliance/anticorruption/Default.aspx or any alternative site Microsoft
may designate in its place.
Company also will provide annual training to its employees who (1) resell, distribute,
or market Microsoft products or services on compliance with Anti-Corruption Laws.
Company certifies that this Anti-Corruption training has been provided to its
employees and, if not, Company agrees to participate annually in online Anti-
Corruption training made available free of charge by Microsoft and certify its
completion, understanding, and compliance with the Anti-Corruption Policy for
Microsoft Representatives. Companys record-keeping obligations, described in the
Microsoft Audit Rights. section below, apply to Companys certifications in this
section and its compliance with Anti-Corruption Laws.
Company acknowledges that it is prohibited from paying expenses for travel, lodging,
gifts, hospitality, or charitable contributions for government officials on Microsofts
behalf. Company also acknowledges that it is prohibited from using any funds
provided by Microsoft, or any proceeds resulting from any Microsoft business, to pay
expenses for travel, lodging, gifts, hospitality or charitable contributions for
government officials.
(2) Microsoft Audit Rights. During the term of this SPA and for two years after the
expiration or later of either (i) the termination of this SPA, Microsoft Microsofts
Agreement with Company, or (ii) the date of issuance of final payment between
Microsoft and Company, Microsoft or its audit-related agents has the right to
audit Companys performance under this SPA. Company will maintain and will
require its Recorded Affiliates to maintain, any books, documents, records, papers,
or other materials of the Company related to its performance under this SPA and the
PLLP, as applicable (the Relevant Records) , including documents related to
acquisition, delivery and destruction of Licensed Software and Services, and the
creation, distribution, marketing, promotion, implementation, training, and support
of any Authorized Works. Company will establish and maintain a reasonable
accounting system that enables Microsoft and its audit-related agents to identify
Company Party assets, expenses, expenditures, costs of goods, margins, discounts,
rebates or other payments received, and use of funds related to this SPA.
Company shall maintain a system of internal controls to prevent the payment of
bribes and provide reasonable assurance that financial statements and reporting are
accurate. Company shall not have undisclosed or unrecorded accounts for any
purpose. False, misleading, incomplete, inaccurate, or artificial entries in the books
and records are prohibited.
Microsoft will provide Company with at least two-days written notice of Microsofts
intent to exercise its rights under this provision. The Relevant Records and, if
requested, relevant employees, will be made available to Microsoft or its audit-
related agents during normal business hours at the Company Partys office or place of
business. If no such location is available, then the Relevant Records, and if requested,
relevant employees, shall be made available at a time and location that Microsoft will
determine.
Microsoft may exercise its rights under this provision any time it has a good faith
reason to believe that Company or its representatives are in violation of any Anti-

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Corruption Laws in connection with this SPA or in any manner that may impact
Microsoft or its relationship with Company.
The audit team will be made up of either:
(1) Microsoft employees or contract employees;
(2) An independent law firm; or
(3) An independent accounting firm.
Company Parties will promptly correct any errors and omissions (including any
underpayments) disclosed by the audits. Certain errors, omissions, or other non-
compliant actions are non-curable (as described in this SPA and the SPA Guidelines)
and can result in the immediate termination of the SPA by Microsoft.
Audits will be conducted during Company Partys normal business hours and in a
manner that does not interfere unreasonably with its normal business activities.
Company Party will give Microsoft access to all related books, records, operations,
processes and facilities that Microsoft may need to review to complete a proper and
thorough audit. If an audit is conducted Company Party will have all related books,
records and operations available to Microsoft at the beginning of the audit. If the
audit reveals either an underpayment to Microsoft or a material breach of the SPA,
Company Party must pay Microsoft the costs of the audit, in addition to any unpaid
amounts due. Company Party will implement any reasonable recommendations on
record keeping from the audit team within a mutually agreeable timeframe. The
notification of any audit, process relating to such audit, and results of any audit under
this SPA will be Confidential Information as defined by section 11.
In addition, Microsoft may further exercise its rights under this provision for any other
reason at any other time not to exceed once every 12-month period.
(h) Assignment. Company may not assign or transfer its rights or obligations under the SPA,
or subcontract a significant part of its rights or obligations to a third party, whether by
contract or by operation of law, without Microsofts prior written consent. Microsoft will not
withhold its consent without a commercial purpose. Microsoft may transfer its rights and
obligations under the SPA without Companys consent, but only to one of Microsofts
Affiliates. Any prohibited assignment or transfer is void.
(i) Waiver. No waiver of any breach of the SPA shall be a waiver of any other breach, and no
waiver will be effective unless made in writing and signed by an authorized representative
of the waiving party.
(j) Severability. If a court holds any provision of the SPA to be illegal, invalid or
unenforceable, the remaining provisions will remain in full force and effect and the parties
will amend the SPA to give effect to the stricken section to the maximum extent possible.
(k) Entire agreement. The terms and conditions of the SPA form the entire agreement
between Microsoft and Company and their respective Affiliates about Companys provision
of the Licensed Software and Microsofts Services to Customers. It supersedes any prior or
contemporaneous communications, and any prior agreement between Microsoft and
Company and their Affiliates relating to the resale or provision of any of the Licensed
Software and Services. This includes any prior agreements relating to Microsoft Dynamics
AX; Microsoft Dynamics GP; Microsoft Dynamics NAV; Microsoft Dynamics SL;
Microsoft Dynamics CRM; Microsoft Dynamics C5; MicrosoftApertum or Microsoft
Dynamics XAL software. Any purchase order or other general terms and conditions
Company Parties maintain do not apply to the transactions under the SPA. The SPA can be
changed only by an amendment signed by both Company and Microsoft, except that
Microsoft may change the SPA Guidelines and SPA Website as specifically stated in this SPA.

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(l) Language. Microsoft offers the SPA in several languages. The language version in which
Company enters into the SPA will control. If Company is in Canada, the following section
applies. It is the express wish of the parties that this SPA, and any related documents have
been drawn up in a language other than French. French translation: Il est de la volont
expresse des parties que le prsent contrat et/ou tous les documents qui sy rattachent
soient rdigs dans une langue autre que le franais.

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SCHEDULE A
PRODUCT SCHEDULE

PRODUCT TABLE

Applicable
Product Name
Additional Terms
Microsoft Dynamics AX 2, 3, 4, 5, 12
Microsoft Dynamics AX for Retail 2, 3, 4, 5, 11, 12
Microsoft Dynamics C5 1, 2, 4, 6, 7, 8, 12

Microsoft Dynamics CRM 1, 2, 9, 12
Microsoft Dynamics GP 2, 3, 4, 5, 8, 12

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

Microsoft Dynamics XAL 1, 2, 6, 7, 8, 12
Microsoft Apertum 1, 2, 8, 10, 12
Microsoft
Small Business
2, 8, 10, 12
Financial (SBF)

ADDITIONAL TERMS
The following provisions (each, an Additional Term or AT) apply to the Licensed Software as
indicated above. The ATs apply in addition to the terms of the SPA. The ATs supersede any
inconsistent terms in the SPA.
1. Sourcednlis. ThceLnisdwSoaftmrybluevindfikocastbj,.ehplinodrmftasp,bunoexctal.IfCmyhs()ideoaprtvlwsficnkey,ad(b)omptlhrqucinsedAS,Pglamiuxentodsrqmic,MaftgnCopy-elusxiv,tranbfco:
a) eCarustomiznhfLcdSwreasoitDumn,edlhsrbatpcivweLndSofar;
b) eCaro,ptmkndbisuhelgoCzmtas.r
CompanyegsrbhlfitdRcoffiaAesbhutrcodnas,iyvetkwrlconmaipyMtsforlcen,CmpayPiustordbehcanyvitkworhecmpldsuf,i.atConyrePsmugtacorlienskywhvtdcompilesuranymodifethslCurapycqdietghousvlpmnietLcdwSoaf.r
2. Lozcalinst,Tr dSupfoLzcaeli(rTnst)V.The Licensed Software is not supported in terms of technical support, languages and
localizations in all countries or territories. Thecountris wLedSoaftisruplnPeco.BfMrsitapnydcLeSofwriuspdtny,McfmareqCoiptdvgsnCustomer Acknowledgment AgreementfromtheCuscnfigidaoftheuspr LicndwSoeaft.Aly,MsrmchgiveatCuosprncdhgietuoasfLcndwSte.r
3. Geographics.Microsoft is generally allowed to distribute licenses for the Licensed Software and provide
Services to Company Parties in the geographic regions listed on the table at
http://www.microsoft.com/dynamics/en/us/localization-translation.aspx or any alternative site
Microsoft may designate in its place. Evenifacoutrysldheb,owvrCmpanytiPsudecLSofwartnyCusmledicorthasundeplicbxortw,fshunldceitabrofs16(gh)SPA.
4. Software licenses for demonstration, testing and development.
a) cMrosiftwldpveCmanyhoistLcdSfwrepuCmanyitshofiSPAerFl.Tcpsiafodmntr,egvpluosny.Uehfticarubojdmnstevlicagr.ThSPAGudelinsvatomfrhwCpnyaobiteslc.
b) CompanyePsrti must not use the demonstration software in a live operating environment.
5. Software licenses for Companys internal use.
a) UponeachvifigrtfsLdSowaepruct,MiflvCmanyedubrofstwclihLendSaforCmpsyitluen.

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b) The SPA Guidelines give additional information on how Company may obtain these
licenses.
6. Licenses for development tools. Company Parties may retain any developer licenses
they may have been granted under a previous Microsoft reseller agreement throughout the term of
this SPA. Company Parties use of these developer licenses must be limited to developing
Authorized Works to the Licensed Software only. Company Parties should refer to the SPA
Guidelines for additional information on developer licenses.
7. Geographic limitations. Company Parties are prohibited from distributing this Licensed
Software in Iceland.
8. Geographic limitations. Unless Company has received written permission from Microsoft
through the PLLP exception process, Company Parties are prohibited from distributing this Licensed
Software in the Peoples Republic of China.
9. RresoictnfdgDyamCRMuhertSPA.No more than 200 users of Dynamics CRM can be ordered per Customer under the SPA.
10. Restrictions for ordering this Licensed Software. Only Company Parties that were
allowed to resell this Licensed Software under their previous SPA may distribute these products and
only to existing Customers that already have licenses for this product.
11. Restrictions for ordering this Licensed Software. Microsoft will only accept orders for
this Licensed Software from Company Parties for Customers who have purchased licenses for
Microsoft Dynamics AX.
12. Restrictions for ordering this Licensed Software. Company Parties are prohibited from
placing orders for this Licensed Software for Customers that are instrumentalities of the United
States federal government.

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SCHEDULE B
FURTHER COMPANY OBLIGATIONS REGARDING CUSTOMIZATIONS,
LOCALIZATIONS, AND TRANSLATIONS

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

In addition to the terms in the body of this SPA, the following terms also apply to any Authorized
Work:
1. Additional Definitions.
a) Modifiable MS Code means the programming code for the applicable Licensed Software
that Microsoft designates as modifiable or otherwise makes available in a modifiable form.
b) MS Toolkit means any instructions, guidelines, best practice guides, specifications,
programming code or tools that Microsoft makes available to Company Parties for use in
creating any Authorized Work under this SPA, as such MS Toolkit is published by Microsoft on
PartnerSource.
c) Support Lifecycle Policy means the Microsoft support lifecycle policy for the Licensed
Software as described at http://support.microsoft.com/lifecycle/ or any alternative site
Microsoft may designate in its place.
2. Additional License Grant for Limited Localizations and Translations. Microsoft
grants to Company Parties a non-exclusive, royalty-free, non-transferable, non-assignable,
terminable (as provided for in section 10 (Term and termination) of the SPA), limited license, under
Microsofts copyrights, to do the following during the term of this SPA:
a) modify, add to and otherwise adapt the Modifiable MS Code solely to create Authorized
Localizations and Authorized Translations;
b) use the MS Toolkit solely to create Authorized Localizations and Authorized Translations; and
c) copy the Modifiable MS Code and MS Toolkit, but only as reasonably required for Company
Parties exercise of the rights described in a) and b) above.
3. Distribution rights for Authorized Works. Company Parties may distribute Authorized
Works only if and to the same extent that they can distribute the underlying Licensed Software
under this SPA, and then only:
a) for use by Customers in conjunction with their use of the Licensed Software for which the
applicable Authorized Work was created by any Company Party under this SPA;

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b) subject to the same limitations and restrictions that are related to distribution of such
Licensed Software; and
c) during the term of this SPA.
4. Release of New Versions. With Microsofts release of any new version of any Licensed
Software:
a) Company Parties must update the Authorized Loc/Trans to conform to, and be compatible
with, any related MS Update released by Microsoft during the term of this SPA;
b) Company Parties may continue to create, market and distribute Authorized Works based on
prior versions of the Licensed Software, but only so long as Microsoft continues to market
and sell end user licenses to such prior versions of the Licensed Software; and
c) Company Parties may continue to provide maintenance and support for Authorized Works
based on prior versions of the Licensed Software, but only so long as Microsoft continues to
give maintenance and support for such prior versions of the Licensed Software under the
Support Lifecycle Policy.
5. MS Materials. Company Parties will not use any of the MS Materials for any purpose other
than the creation of Authorized Works.
6. Prohibited Localizations. Company Parties rights to the MS Materials do not include any
license, right, power or authority to create any Localization or Translation for any particular
Geographic Region that competes with any Localization or Translation created, marketed or
promoted by Microsoft or its Affiliates for such Geographic Region.
7. Additional Company Indemnity Obligations. Company must defend, indemnify and
hold Microsoft harmless from any claim from a third party arising due to:
a) Any Authorized Work created, installed, marketed, promoted or distributed by any Company
Party;
b) Any service (including, without limitation, implementation, training, maintenance, technical
support) provided by or on behalf of any Company Party in connection with any Authorized
Work;
c) Any Self-Help Code introduced by or on behalf of any Company Party, contained or
otherwise included in any Authorized Work;
d) Any use or inability to use the Licensed Software if such claim would not have occurred
solely from use of the Licensed Software without the Authorized Work;
e) Any use or inability to use any Authorized Work;
f) Any Authorized Work infringing, misappropriating, or alleged to infringe or misappropriate,
any proprietary right of a third party; and
g) Any claim by a Customer that any Authorized Work damaged or otherwise adversely
affected the Customers systems, operations or business.
8. Regulatory Updates. Company Parties are solely responsible for monitoring the various
Regulatory Requirements in the applicable Geographic Region for any changes in such
requirements that are likely to apply to, or impact, the Authorized Loc/Trans. Company Parties will
update the Authorized Loc/Trans, as applicable, periodically throughout the Support Lifecycle Policy
of the Licensed Software to ensure such Authorized Loc/Trans is up-to-date with the then-current
Regulatory Requirements published by any applicable Government Authority in the Geographic
Region.
9. Authorized Loc/Trans Information. Each Company Party will give Customers and
potential Customers true, accurate and complete information about the Authorized Loc/Trans,
including that the Authorized Loc/Trans was created by or on behalf of the Company Party, the
software license agreement and other terms (e.g., maintenance or support) related to such
Authorized Loc/Trans. Without limiting the generality of the foregoing, Company Parties will deliver
the Customer Agreement and fully disclose to the Customer the functionality, features, limitations
and restrictions of the Authorized Loc/Trans (including, without limitation in the case of an
Authorized Localization, the Regulatory Requirements included in such Authorized Localization)
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and the applicable Company Party's license, maintenance, support and other applicable terms
before or at the time of purchase. Further, Company Parties will use commercially reasonable
efforts to tell their Customers or resellers about any new or updated versions of the Authorized
Loc/Trans.

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SCHEDULE C
ONLINE SERVICES SCHEDULE

1. Definitions.
a. Online Services means the Microsoft-hosted services for certain Microsoft Dynamics ERP
products to be enabled by Company for Customers under this schedule. The Online Services
available under this schedule are identified in the Online Services Guide.
b. Online Services Guide means the document containing additional details regarding the
Online Services, currently titled the Online Services for Microsoft Dynamics ERP Reseller
Guide. The Online Services Guide is available on PartnerSource and may be updated from
time to time. Microsoft will give Company 60 calendar days notice via PartnerSource of any
material changes to the Online Services Guide.
c. Online Services Territory means the list of countries published in the Online Services
Guide. Microsoft may add countries to the Online Services Territory at any time. Microsoft
will only remove countries from the Online Services Territory according to the section of this
schedule titled New Releases and Discontinuation of Existing Online Services.
d. Online Services Website means the Microsoft website at
http://www.dynamicsonline.com or any alternative site Microsoft may designate in its place.
e. Services Agreement means the separate services agreement governing the users
rights and duties when using the Online Services published at
http://www.dynamicsonline.com.
2. Scope. This schedule applies to the Online Services related to the Licensed Software that
Company is specifically allowed to provide to Customers, as outlined below. This schedule
supersede any inconsistent terms in the SPA with respect to Online Services only.
3. License Grant for Online Services. Subject to the terms of the SPA and this schedule,
Microsoft grants to Company a non-exclusive, non-transferable, right to enable and configure Online
Services for Customers in the Online Services Territory. Company Parties must enable and configure
all Online Services to Customers according to any restrictions listed in the Online Services Guide.
Unless specifically allowed in the Online Services Guide, Company Parties may not charge
Customers for the Online Services. In addition, Company Parties must not register an Online Service
for a Customer without authorization from the Customer to do so.
4. Territory. Online Services have different territorial restrictions than the on-premises
Licensed Software products. This schedule does not allow Company to enable or configure, market,
or otherwise dispose of the Online Services outside of the Online Services Territory. Company may
not (a) provision or (b) submit orders for Online Services from any Customer located outside of the
Online Services Territory for the specific Online Service.
5. Delivery of Online Services.
a. Microsoft will provide the Online Services directly to Customers.
b. Some Online Services are available for Customers to activate simply on registration by
Company; others require ordering from the Dynamics Price List.
c. Some offerings may require Company Parties to take certain actions in order to register for
the Online Services for a Customer. Such actions are detailed in the Online Services Guide.
Company Parties acknowledge and agree that they will fully review and comply with such
duties before registering, or processing each Customer request, for the Online Services.

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d. Company will be responsible for any incorrect information submitted by or on behalf of
Company in connection with any request for Online Services. On receipt and acceptance of a
request for Online Services, Microsoft will provision that Online Service for the benefit of the
applicable Customer, according to the terms of the Services Agreement.
6. Revenue Share. Compensation to Company for selling Online Services, if any, is detailed in
the Online Services Guide. Microsoft may offer Company a share of the revenue earned from certain
Online Services. Company must be in full compliance with the SPA (including payment duties) to
earn the revenue share. Microsoft will be under no obligation to pay any revenue share if Company
is not in compliance with its duties under the SPA and current in all of its payment duties to
Microsoft, including, without limitation, collecting payments from Customers to which Company has
sold licenses to the Licensed Software, BREP or any paid Online Services, and for paying any
amounts due to Microsoft in connection with such sales. Microsoft may, in its sole but reasonable
discretion, withhold or reduce such revenue share if Company fails to satisfactorily perform any of
the requirements in the SPA. Company is not eligible to receive any Online Services revenue share
for any Online Services acquired by, or given to, Company or any of its Affiliates, and vice versa.
7. Microsofts Agreement with Customer. Before processing a request for the Online
Services, Company Parties must give the Customer a copy of the most recent version of the
Services Agreement. Microsoft reserves the right to change the Services Agreement at any time
without notice. It is Company Parties responsibility to check for any recent updates to the Services
Agreement.
8. Orders. Microsoft will offer the Online Services as described in the Online Services Guide
and the Services Agreement. Company must submit requests according to the processes, and
containing the information, identified by Microsoft in the Online Services Guide. Microsoft reserves
the right to revise this process from time to time.
9. New Releases and Discontinuation of Existing Online Services. Company agrees that
Microsoft may modify an Online Service or may release a new version of an Online Service at any
time and for any reason including, but not limited to, to address customer needs or otherwise
address competitive demands, to respond to a government regulation, order, or law, or to advance
innovation in its Online Service offerings. Microsoft reserves the right to add new features or
functionality to, or remove existing features or functionality from, an Online Service without notice.
a. Microsoft reserves the right to migrate Customers of the Online Services to such new release
at any time on or after the release date specified in Microsofts notice.
b. Microsoft may provision new users with a modified version or new release of an Online
Service as of the release date for such modified version or new release without notice to
Company. In the event Microsoft is required by regulatory agency, order, or law to make a
change to an Online Service, Microsoft may release such changed Online Service
immediately and without notice to Company, even if such change may otherwise be
characterized as a Customer New Release.
c. Online Services may be removed from the Online Services Guide at any time. Microsoft
reserves the right to discontinue providing and to remove an Online Service from the Online
Services Guide, at any time in response to an intellectual property infringement claim
against Microsoft or according to a court or other governmental order.
d. Company agrees that Microsoft may suspend or restrict access to or use of an Online Service
in an emergency or if there are reasonable grounds to believe there is a threat or risk to the
security or integrity of an Online Service or the related network. Microsoft will use
commercially reasonable efforts to give Company prior notice of the suspension or
restriction and to restore the relevant Online Services as soon as reasonably practicable.

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10. Support for Online Services.
a. Tier 1 Support. Company must provide Tier 1 support services to Customers for all Online
Services it resells or otherwise makes available to Customers. Tier 1 support means
Company will be the first point of contact for its Customers for all operational or technical
support questions related to the Online Services.
Examples of support services that are performed under Tier 1 include, but are not limited to:
account set-up; sign up, accounts and billing; how to articles and FAQs; service and
software updates; software configuration; performance issues within Companys span of
control; client connectivity and client desktop; and service availability issues within
Companys span of control.
b. Tier 2 Escalation Support. Microsoft will provide Company Tier 2 escalation support. Tier 2
escalation support is defined as support that Company cannot reasonably give to Companys
Customers because Microsoft has not made available the necessary training, documentation
and/or support tools. When submitting a Tier 2 incident, Company is responsible for setting
the initial severity level according to the severity table set forth in the Online Services Guide
(e.g., Sev A, Sev B, etc.). The incident severity will determine Microsofts estimated response
times and levels, as well as Companys expected response.
11. Warranty.
a. Online Services Warranties. Companys instructions to Customers on the use of Online
Services must be consistent with this schedule, including the Online Services Guide and the
Services Agreement, any user information Microsoft provides through the Online Services, or
any other end user documentation given by Microsoft. Company must not make any
representation or warranty about the Online Services.
b. No Warranty. The Online Services are provided as is, and without any warranty. Unless
required by applicable laws, Microsoft gives no express warranties or representations. To the
maximum extent permitted under applicable laws, Microsoft excludes all implied warranties
and conditions, such as implied warranties or conditions of merchantability, non-
infringement, and fitness for a particular purpose.
c. No Warranties for Other Items. Microsoft makes no warranties as to items distributed under
Companys name or a third party name, copyright, trademark or trade name that may be
offered with or incorporated within the Online Service. To the maximum extent permitted by
applicable law, Microsoft will have no liability in connection with Company or third party
items (such as any supply or failure to supply them).

Microsoft Solution Provider Agreement (AOC) Page 35 of 35


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