May 6, 2007
MEMORANDUM NO.: (255-001-01-1)-12
TO:
User Agency
FROM:
Director, State Purchasing
SUBJECT:
Contract No. 255-001-01-1
Title:
Principle Technology: Microsoft License, Maintenance, & Service
Effective immediately, Lori Potts will assume contract administration duties for this State Term
Contract. Please direct any questions regarding this contract to Lori Potts at (850) 487-4196 or
Lori.Potts@dms.myflorida.com.
We serve those who serve Florida.
Governor Charlie Crist
Secretary Linda H. South
Division of State Purchasing
4050 Esplanade Way, Suite 360
Tallahassee, Florida 32399-0950
850-488-8440: TEL
850-414-6122: FAX
http://dms.myflorida.com
January 4, 2008
AMENDMENT NO.:
(255-001-01-1)-11
TO:
User Agency
FROM:
Director, State Purchasing
SUBJECT:
Contract No. 255-001-01-1
Title: Principle Technology: Microsoft License, Maintenance, & Services
The subject contract has been renewed effective April 1, 2008 through, March 31, 2009.
Any questions or problems in delivery or service that may arise regarding this contract should be
directed to the contract administrator.
Governor Charlie Crist
Secretary Linda H. South
Division of State Purchasing
4050 Esplanade Way, Suite 360
Tallahassee, Florida 32399-0950
850-488-8440: TEL
850-414-6122: FAX
http://dms.myflorida.com
Suite 360
December 7, 2007
MEMORANDUM NO.: (255-001-01-1)-10
TO:
User Agency
FROM:
Director, State Purchasing
SUBJECT: Contract No. 255-001-01-1
Title: Principle Technology: Microsoft License, Maintenance, & Service
Effective immediately Mark Foss will assume contract administration duties for this State Term
Contract. Please direct any questions regarding this Contract to Mark Foss at (850) 488-1086 or
Mark.Foss@dms.myflorida.com.
Governor Charlie Crist
Secretary Linda H. South
Division of State Purchasing
4050 Esplanade Way, Suite 360
Tallahassee, Florida 32399-0950
850-488-8440: TEL
850-414-6122: FAX
http://dms.myflorida.com
October 30, 2007
MEMORANDUM NO.: (255-001-01-1)-9
TO:
User Agency
FROM:
Director, State Purchasing
SUBJECT:
Contract No. 255-001-01-1
Title: Principle Technology: Microsoft License, Maintenance, & Services
Effective immediately Fredrick Ross will assume contract administration duties for this State
Term Contract. Please direct any questions regarding this Contract to Fredrick Ross at (850)
488-1086 or Fredrick.Ross@dms.myflorida.com.
Governor Charlie Crist
Secretary Linda H. South
Division of State Purchasing
4050 Esplanade Way, Suite 360
Tallahassee, Florida 32399-0950
850-488-8440: TEL
850-414-6122: FAX
http://dms.myflorida.com
February 19, 2007
MEMORANDUM NO.:
(255-001-01-1)-8
TO:
User Agency & Other Eligible Users
FROM:
Director, State Purchasing
SUBJECT:
Contract No. 255-001-01-1
Title: Principle Technology: Microsoft Software, Maintenance & Services
The single authorized Large Account Reseller, Software House International (SHI), for this
contract has been renewed from April 1, 2007 through March 31, 2008 at the same terms, prices,
and conditions.
Any questions or problems in delivery or service that may arise regarding this contract should be
directed to the Contract Administrator.
DSP/
Suite 360
March 24, 2006
MEMORANDUM NO.:
“We serve those who
serve Florida”
(255-001-01-1)-7
TO:
User Agency
FROM:
Director, State Purchasing
SUBJECT:
Contract No. 255-001-01-1
Title: Principle Technology: Microsoft Software,
Maintenance & Services
JEB BUSH
Governor
Tom Lewis, Jr.
Secretary
The single authorized Large Account Reseller, Software House International
(SHI), for this contract has been renewed from April 1, 2006 through March
31, 2007 at the same terms, prices, and conditions.
Any questions or problems in delivery or service that may arise regarding
this contract should be directed to the Contract Administrator.
DSP/
Office of the Secretary
4050 Esplanade Way
Tallahassee, Florida
32399-0950
Telephone:
850-488-2786
Fax:
850-922-6149
Internet:
www.MyFlorida.com
Suite 315
August 17, 2005
MEMORANDUM NO.:
“We serve those who
serve Florida”
(255-001-01-1)-6
TO:
User Agency
FROM:
Director, State Purchasing
SUBJECT:
JEB BUSH
Contract No. 255-001-01-1
Title: Principle Technology: Microsoft Software,
Maintenance & Services
Governor
Tom Lewis, Jr.
Secretary
The Contract Administrator has been changed from Stu Potlock to Jon
Yeaton.
Any questions or problems in delivery or service that may arise regarding
this contract should be directed to the Contract Administrator.
Office of the Secretary
4050 Esplanade Way
Tallahassee, Florida
32399-0950
Telephone:
850-488-2786
Fax:
850-922-6149
Internet:
www.MyFlorida.com
The Administrative and Operations Arm
of Florida’s Government
JEB BUSH, GOVERNOR
DEPARTMENT OF MANAGEMENT
SERVICES
WILLIAM S. SIMON, SECRETARY
Suite 315
March 31, 2004
MEMORANDUM NO.:
(255-001-01-1)-5
TO:
User Agency
FROM:
Director, State Purchasing
SUBJECT:
Contract No. 255-001-01-1
Title: Principle Technology: Microsoft Software, Maintenance & Services
The following section has been added to the subject contract:
SOFTWARE LICENSES (SOFTWARE HOUSE INTERNATIONAL):
EFFECTIVE: April 1, 2004 through March 31, 2006
(New 31 Mar 04)
Any questions or problems in delivery or service that may arise regarding this contract should be
directed to the Contract Administrator.
DSP/
STATE PURCHASING ● 4050 ESPLANADE WAY ● TALLAHASSEE, FLORIDA 32399-0950 ● TELEPHONE: 850-488-8440 ● FAX: 850-414-6122
The Administrative and Operations Arm
of Florida’s Government
JEB BUSH, GOVERNOR
DEPARTMENT OF MANAGEMENT
SERVICES
WILLIAM S. SIMON, SECRETARY
Suite 315
February 23, 2004
MEMORANDUM NO.:
(255-001-01-1)-4
TO:
User Agency
FROM:
Director, State Purchasing
SUBJECT:
Contract No. 255-001-01-1
Title: Principle Technology: Microsoft Software, Maintenance & Services
The following section has been added to the subject contract:
ACADEMIC SELECT:
EFFECTIVE: February 23, 2004 through February 28, 2007
(New 23 Feb 04)
Any questions or problems in delivery or service that may arise regarding this contract should be
directed to the Contract Administrator.
DSP/
STATE PURCHASING ● 4050 ESPLANADE WAY ● TALLAHASSEE, FLORIDA 32399-0950 ● TELEPHONE: 850-488-8440 ● FAX: 850-414-6122
The Administrative and Operations Arm
of Florida’s Government
DEPARTMENT OF MANAGEMENT
SERVICES
JEB BUSH, GOVERNOR
WILLIAM S. SIMON, SECRETARY
Suite 315
January 22, 2004
MEMORANDUM NO.:
(255-001-01-1)-3
TO:
User Agency
FROM:
Director, State Purchasing
SUBJECT:
Contract No. 255-001-01-1
Title: Principle Technology: Microsoft Software, Maintenance & Services
The subject contract has been renewed from February 8, 2004 through February 7, 2007
The Contract Administrator has been changed from Steve Poole to Stu Potlock.
Any questions or problems in delivery or service that may arise regarding this contract should be
directed to the Contract Administrator.
DSP/
STATE PURCHASING ● 4050 ESPLANADE WAY ● TALLAHASSEE, FLORIDA 32399-0950 ● TELEPHONE: 850-488-8440 ● FAX: 850-414-6122
The Administrative and Operations Arm
of Florida’s Government
JEB BUSH, GOVERNOR
DEPARTMENT OF MANAGEMENT
SERVICES
WILLIAM S. SIMON, SECRETARY
Suite 315
August 11, 2003
MEMORANDUM NO.:
(255-001-01-1)-2
TO:
User Agency
FROM:
Director, State Purchasing
SUBJECT:
Contract No. 255-001-01-1
Title: Principle Technology: Microsoft Software, Maintenance & Services
This contract has been revised to add Amendment 1 in support of MyFloridaMarketPlace. The
amendment can be viewed below.
The contract administrator has been changed from William Spencer to Steve Poole.
Any questions or problems in delivery or service that may arise regarding this contract should be
directed to Steve Poole at (850) 488-4945, Suncom 278-4945, pooles@dms.state.fl.us
DSP/sp/meb
STATE PURCHASING ● 4050 ESPLANADE WAY ● TALLAHASSEE, FLORIDA 32399-0950 ● TELEPHONE: 850-488-8440 ● FAX: 850-414-6122
FLORIDA DEPARTMENT OF
MANAGEMENT SERVICES
JEB BUSH
Governor
WILLIAM S. SIMON
Secretary
State Term Contract No. 255-001-01-1
Amendment No. 1
THIS AMENDMENT, effective as of the last date signed below, is by and between the
State of Florida Department of Management Services (the “Department”) and the entity
identified below as Contractor (the “Contractor”) (collectively, the “Parties”), and amends State
Term Contract No 255-001-01-1 (the “Contract”).
WHEREAS the Department is implementing an electronic procurement system,
currently known as MyFloridaMarketPlace, (the “System”) with the assistance of a third-party
agent, Accenture LLP (“Accenture”); and
WHEREAS the Department wishes to include the Contractor and the Contract in the
System; and
WHEREAS the Contractor desires to participate in the System; and
WHEREAS the Contract allows modifications in the event an electronic procurement
system is implemented.
THEREFORE, in consideration of the mutual promises contained below, and other good
and valuable consideration receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
1. Registration. The Department shall allow the Contractor, following effective
registration with Accenture, to participate in the System. The Contractor shall register in the
System within ten (10) business days of the effective date of this Amendment. Contractor shall
visit www.myfloridamarketplace.com and follow the appropriate instruction in order to register.
2. Transaction Fee. Effective April 1, 2003, the Contract provision entitled
“SURCHARGE FEE AND SUMMARY OF TOTAL SALES” is deleted and replaced with the
following “Transaction Fee” section. This Transaction Fee is in lieu of, and not in addition to,
the surcharge fee authorized by section 287.1345, Florida Statutes (2002).
Transaction Fee
The Department has instituted a statewide eProcurement System (“System”), with the assistance
of a third-party agent, Accenture LLP (“Accenture”). All transactions from this Contract shall be
STATE PURCHASING ● 4050 ESPLANADE WAY, SUITE 350, TALLAHASSEE, FLORIDA 32399-0950
Telephone: 850-488-8440 ● Fax: 850-488-5498
deemed a “transaction processed through the eProcurement System” as that term is used in the
contract between the Department and Accenture. Pursuant to section 287.057(23), Florida
Statutes (2002), a Transaction Fee of one percent (1.0%) of the total dollar amount of each
purchase order shall apply to all purchases from this Contract. The fee shall be paid by the
Contractor, and shall not be added to purchase orders as a separate item. Because the
Transaction Fee will be used, in part, to compensate Accenture for the development, operation,
and maintenance of the System, Accenture is an intended third-party beneficiary of this
paragraph imposing the Transaction Fee on transactions from this Contract.
For payments within the State accounting system (FLAIR or its successor), the Transaction Fee
shall, when possible, be automatically deducted from payments to the Contractor. If automatic
deduction is not possible, whether within or without the State accounting system, Accenture shall
either (1) establish with the Customer an automated process for billing and collecting the
Transaction Fee from payments that are made to the Contractor or (2) rely upon the Contractor to
self-report and pay the Transaction Fee pursuant to processes that Accenture may establish. By
submission of these reports and corresponding Contractor deposits, Contractor is certifying their
correctness. All such reports and fee deposits shall be subject to audit by the State.
Contractor shall receive a credit for any Transaction Fee paid by the Contractor for the purchase
of any item(s) if such item(s) are returned to the Contractor through no fault, act, or omission of
the Contractor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when an
item is rejected or returned, or declined, due to the Contractor’s failure to perform or comply
with specifications or requirements of the applicable purchase order or Contract.
Contractors shall be responsible for reporting sales and paying user fees resulting from sales
made by authorized resellers.
Failure to comply with these requirements shall constitute grounds for declaring the
Contractor in default and recovering reprocurement costs from the Contractor in addition
to all outstanding fees.
CONTRACTORS DELINQUENT IN PAYING
TRANSACTION FEES MAY BE EXCLUDED FROM BIDDING ON
DEPARTMENT CONTRACTS.
3. Electronic Invoicing. Notwithstanding any provision of the Contract, the Contractor shall
supply electronic invoices in lieu of paper-based invoices for those transactions processed
through the System. Electronic invoices shall be submitted to the Customer through the Ariba
Supplier Network (ASN) in one of the following mechanisms – EDI 810, cXML, or web-based
invoice entry within the ASN.
4. Catalog Data. Accenture is responsible for converting Contract catalog information into a
format supported by the System. To accomplish this conversion, the Contractor shall provide
certain information in electronic format directly to Accenture; alternatively, the Contractor may
follow the “punchout” solution described in more detail below.
Within ten (10) days of written notice from Accenture, Contractor shall provide all information
necessary to facilitate electronic purchases from this contract, or shall contact Accenture and
begin work on the “punchout” solution described below. Such information may include, but is
not limited to, Contractor name, SKU, brand/manufacturer, product name and brief description,
unit of measure, and price. Contractor shall provide this information in the format requested by
Accenture. No costs or expenses associated with providing this information shall be charged to
the Department, Customers, or Accenture. With Contractor’s timely assistance, Accenture shall
create and maintain web-based placement of the requested contract information.
“Punchout” Alternative
The Contractor may offer, as an alternative to providing the information discussed above, an
online “punchout” solution, in which the Customer accesses the Contractor’s website directly
from the System, rather than the System maintaining the Contractor’s data. This solution must
allow the Customer to reach the Contractor’s site, browse for contracted items only, and return to
the System with a list of items ready to be inserted into a requisition. If Contractor selects this
alternative, it must meet the following requirements:



The solution must conform to cXML 1.0 or 1.1 standards.
The solution must conform to the technical specifications and implementation
requirements provided by Accenture, and the Contractor must work with Accenture to
ensure successful integration of the punchout solution into the System
The solution must have the capability to provide only those products awarded under the
contract, and block any non-contract item(s) from being added to the requisition.
Warranty
For the purposes of this section, the Contractor warrants and represents that it is authorized and
empowered to and hereby grants the Department and Accenture the right and license to use,
reproduce, transmit, distribute and publicly display within the System the information outlined
above. In addition, the Contractor warrants and represents that it is authorized and empowered
to and hereby grants the Department and Accenture the right and license to reproduce and
display within the System the Contractor’s trademarks, system marks, logos, trade dress or other
branding designation that identifies the products made available by the Contractor under the
Contract.
If the Contractor is not the manufacturer, it shall be the Contractor’s responsibility to obtain
authorization from the manufacturer to comply with the provisions of this section, including
securing any intellectual property rights of the manufacturer. If the Contractor is the
manufacturer, it shall only authorize dealers, outlets, distributors, value-added resellers, etc.
within their network that can comply with the provisions of the Contract.
5. Additional Modifications. The Department reserves the right to further revise the
collection and reporting requirements in conjunction with alterations to the System.
6. Conflict. In the event any of the terms herein conflict with the terms of the Contract,
the terms of this Amendment shall control. All other terms of the Contract remain in full force
and effect. Contractor waives and releases any and all claims for additional compensation
arising out of or relating to this Amendment.
7. Warranty of Authority. Each person signing this Amendment warrants that he or
she is duly authorized to do so and to bind the respective party.
SO AGREED:
CONTRACTOR
Contractor Name
Address
By:
Its:
Date
STATE OF FLORIDA,
DEPARTMENT OF MANAGEMENT SERVICES
By:
Date
Approved as to form and legality by the Department General Counsel’s Office:
Date
Suite 315
April 30, 2002
FLORIDA
DEPARTMENT
OF
MANAGEMENT
SERVICES
JEB BUSH
GOVERNOR
CYNTHIA A. HENDERSON
SECRETARY
MEMORANDUM NO.:
(255-001-01-1)-1
TO:
User Agency
FROM:
Director, State Purchasing
SUBJECT:
Contract No. 255-001-01-1
Title: Principle Technology:
Microsoft Software, Maintenance & Services
The following changes have been made to the subject contract:
o Software House International has changed the contact person on their
Ordering Instructions.
o The Contract Administrator has been changed from Vonnie Allen to
William Spencer.
Any questions or problems in delivery or service that may arise regarding this
contract should be directed to William Spencer at (850) 921-6027, Suncom
291-6027, spenceb@dms.state.fl.us.
WS/meb
STATE PURCHASING
4050 ESPLANADE WAY
SUITE 350
TALLAHASSEE, FLORIDA
32399-0950
TELEPHONE:
850-488-8440
FAX:
850-488-5498
INTERNET:
WWW.MYFLORIDA.COM
The Administrative and Operations Arm
of Florida’s Government
DEPARTMENT OF MANAGEMENT
SERVICES
JEB BUSH, GOVERNOR
WILLIAM S. SIMON, SECRETARY
Suite 315
CERTIFICATION OF CONTRACT
TITLE: Principal Technology: Microsoft Software, Maintenance & Services
CONTRACT NO.: 255-001-01-1
CONSULTING:
EFFECTIVE: February 8, 2001 through February 7, 2004
RENEWAL: February 8, 2004 through February 7, 2007
(Rev 22 Jan 04)
RENEWAL April 1, 2006 through March 31, 2007
(Rev 24 Mar 06)
SOFTWARE LICENSES (SOFTWARE HOUSE INTERNATIONAL):
EFFECTIVE: April 1, 2004 through March 31, 2006
ACADEMIC SELECT:
EFFECTIVE: February 23, 2004 through February 28, 2007
(New 23 Feb 04)
SUPERSEDES: New (Consulting Services)
255-001-00-1 (Software)
BID NO.: Negotiate (Consulting Services)
ITB No. 19-252-001-R (Software)
CONTRACTOR(S): Microsoft Corporation (A) (Consulting Services)
Software House International (P) (Software)
______________________________________________________________
A.
AUTHORITY - Upon affirmative action taken by the State of Florida Department of
Management Services on January 12, 2001, a contract has been executed between the
State of Florida and the designated contractors.
STATE PURCHASING ● 4050 ESPLANADE WAY ● TALLAHASSEE, FLORIDA 32399-0950 ● TELEPHONE: 850-488-8440 ● FAX: 850-414-6122
B.
EFFECT - This contract was entered into to provide economies in the purchase of
Software, Maintenance, and Consulting Services by all State of Florida agencies and
institutions. Therefore, in compliance with Section 287.042, Florida Statutes, all
purchases of these commodities shall be made under the terms, prices, and conditions of
this contract and with the suppliers specified.
C.
ORDERING INSTRUCTIONS - All purchase orders shall be issued in accordance with
the attached ordering instructions. Purchaser shall order at the prices indicated, exclusive
of all Federal, State and local taxes.
All contract purchase orders shall show the State Purchasing contract number, product
number, quantity, description of item, with unit prices extended and purchase order
totaled. (This requirement may be waived when purchase is made by a blanket purchase
order.)
D.
CONTRACTOR PERFORMANCE - Agencies shall report any vendor failure to perform
according to the requirements of this contract on Complaint to Vendor, form PUR 7017.
Should the vendor fail to correct the problem within a prescribed period of time, then
form PUR 7029, Request for Assistance, is to be filed with this office.
E.
SPECIAL AND GENERAL CONDITIONS - Special and general conditions are
enclosed for your information. Any restrictions accepted from the supplier are noted on
the ordering instructions.
F.
CONTRACT APPRAISAL FORM - State Contract Appraisal, form PUR 7073 should be
used to provide your input and recommendations for improvements in the contract to
State Purchasing for receipt no later than 90 days prior to the expiration date of this
contract.
________________________________
Authorized Signature
DSP/sp/mej
Attachments
CONTRACT ADMINISTRATOR
FOR ANY QUESTIONS, SUGGESTIONS, OR CONTRACT SUPPLIER PROBLEMS
WHICH MAY ARISE SHALL BE BROUGHT TO THE ATTENTION OF:
JON YEATON
PHONE: (850) 488-1086
SUNCOM 278-1086
E-MAIL: jon.yeaton@myflorida.com
SPECIAL CONDITIONS
PURPOSE
The purpose of this Invitation to Bid is to establish a 24 month contract for the purchase of Microsoft License
and Maintenance by all State of Florida agencies and other eligible users in accordance with Eligible Users
paragraph, General Conditions. It is anticipated that the contract will be effective from April 1, 2000 through
March 31, 2002.
OPTIONAL CONTRACT USAGE
In addition to the eligible users referenced above with the consent of the successful Bidder(s) purchases may be
made under the terms and conditions of this Invitation to Bid, by government entities located outside the State
of Florida. Appropriate governmental entities’ purchasing laws, rules and regulations shall apply to purchases
made under this contract.
ESTIMATED QUANTITIES
It is anticipated that the State of Florida agencies, and other eligible users, will expend approximately
$8,000,000 per year under any contract resulting from this Bid. These estimated figures are given only as a
guideline for preparing your Bid and should not be construed as representing actual figures under the contract.
PURCHASES UNDER $2,500
Agencies have the option to purchase from non-contract vendors provided the cost is below $2,500. State
agencies are encouraged to use the State Visa Purchasing card for all purchases under $2,500.
SPECIAL ACCOMMODATIONS
Any person requiring a special accommodation at State Purchasing because of a disability should call State
Purchasing at (850) 488-8440 at least five (5) workdays prior to the Bid opening. If you are hearing or speech
impaired, please contact the Division by using the Florida Relay Service, which can be reached at 1 (800) 9558771 (TDD).
TECHNICAL SPECIFICATIONS
1.
The software specified in this bid will be installed by the end users.
2.
All bids must provide a manufacturer’s cost plus percentage based on the Microsoft products to a
qualified Microsoft Large Account Reseller.
3.
The bidder must bid the latest version of all software.
4.
Options to purchase Microsoft’s official documentation and diskettes must be included In bid; 3-1/2"
and CD-ROM disk sets, per product pool (Applications, Systems, Server), as applicable.
5.
Products and upgrade advantage to be bid under the MASTER AGREEMENT include all software
offered under MICROSOFT CORPORATE SELECT and MICROSOFT EDUCATION SELECT.
6.
Competitive upgrade products available to the end users are listed on the Microsoft Select Price List, as
referenced on the Manufacturer’s Certification.
7.
The price list referenced on the Manufacturer’s Certification, based on the Microsoft Government Select
MVLP-D 50,000 unit level; and Microsoft Education Select MVLP-A designation, will be used for the
purpose of this bid and resultant contract.
5
8.
Upgrade Advantage - Three (2) year upgrade advantage will be offered for this bid and resultant
contract.
9.
Options to purchase all Microsoft products under Microsoft Select License and Upgrade Advantage;
Microsoft Education Select.
10.
Option to purchase both 3-1/2" and CD-ROM must be included. Vendors shall bid Microsoft diskettes.
11.
The MASTER AGREEMENT includes all software listed in the referenced Manufacturer’s
Certification.
12.
Product order confirmation, which includes a hard copy document of the number and type of license
ordered shall be supplied to the ordering agencies with their invoice.
13.
Large Account Reseller must have at least 5 members certified through the Microsoft Certified
Professional Program at the level of Certified Systems Engineer + Internet, Certified Systems Engineer,
Certified Database Administrator, Certified Solution Developer, Certified Professional + Site Building,
Certified Professional + Internet, Certified Professional, or Certified Trainer currently on their Staff.
The Large Account Reseller must also have at least 15 members certified through the Microsoft Sales
Certification Training Program to allow for State of Florida Account Coverage, and Microsoft Trained
Sales force for selling products. Copies of the Certificates must be included in the bid submittal.
Failure to do so will result in bid rejection.
14.
Reseller must have at least one Microsoft Sales Certified staff member available Monday through
Friday, 8:00 a.m. to 6:00 p.m. EST on weekly except for State of Florida holidays to answers phone
calls and questions.
15.
All certifications required in this bid must be completed and returned with your bid. Failure to comply
with this requirement shall result in disqualification of bid. In the event a bid is submitted by other than
the equipment manufacturer, a certification executed by the manufacturer shall be required stating the
bidder is an authorized representative of the manufacturer. The manufacturer's certification must be
executed by the manufacturer's representative authorized to bind all the manufacturer's branches,
dealers/resellers, and/or service establishments. Dealers/resellers are not authorized to sign this
certification on behalf of the manufacturer. Failure to submit this certification with your bid shall result
in disqualification of the bid.
16.
UPGRADE ADVANTAGE
Upgrade Advantage, under Microsoft’s MASTERS’ AGREEMENT includes:
Master upgrade to include one master of each version of software for which upgrade advantage
maintenance has been purchased.
Master Interim Releases and software change notices for software for which upgrade advantage has been
purchased.
DELIVERY REQUIREMENTS
All prices bid shall include delivery to purchaser within 30 days.
6
DELIVERABLES
The vendor shall guarantee that the contracting agency will be granted unlimited rights to reproduce, for the
agency’s use, materials and reports specifically developed for the department's requirements. If the vendor
contemplates use of materials that are copyrighted, and charging a licensing fee for the right to reproduce or use
such materials, the proposed cost of such a license shall be clearly presented by the vendor. Such information
shall also be included in any material presented in response to later specific requests for services.
PRICES
All current and future Microsoft Software Licenses shall be sold under the MICROSOFT SELECT MASTER
AGREEMENT and MICROSOFT EDUCATION SELECT MASTER AGREEMENT, for the term of the
contract.
Response shall be submitted in the form of % off list for software listed on the designated manufacturer’s
product/price list. The prices and percentage (%) discount offered with the bid shall be firm against any increase
for the entire term of this contract and any renewals thereof. New products may be added if approved by State
Purchasing, utilizing the same percentage discount originally bid, based on the manufacturer’s price in effect at
the time the new product is offered.
CONTRACT PRICING
On any contract where pricing is based on a Manufacturer’s or Dealer’s published price list (net or discounted),
the price list must be provided by the respondent as part of the package in hard copy, and on a 3.5 inch diskette
as a Word or Excel document. Any subsequent revisions shall be submitted in the same format to State
Purchasing Contract Administrator, for review and approval prior to implementation. Updates may be
submitted by e-mail or diskette.
The Contract resulting from this negotiation will become a public document. The State of Florida, State
Purchasing is using the Florida Communities Network (FCN) on the Internet World Wide Web (WWW) to
distribute State Term Contracts and product information.
Each Contract Vendor shall develop and maintain a State Contract Web Page on the Internet WWW to post the
State Contract prices. This site must be dedicated to the State of Florida Contract. Access to the site and its
information cannot be password protected. The Page must be compatible with the most recent version of
browser software being used by State Purchasing. As of the writing of this solicitation, Netscape Navigator 3.0
is the State Purchasing Browser standard. State Purchasing intends to upgrade to a new browser version as it
becomes available and fully tested, at its discretion.
State Contract Page must be as follows:
 Solely for current contract pricing
 Additional links or information may be placed on the left edge of the screen to access additional product
literature, the vendor’s home page, the history of the company, etc.
 The center of the screen contains information and pricing that relates to only the terms on the contract being
served.
 The Universal Resource Locator (URL) for the Internet Page must be supplied to Purchasing prior to the
implementation of the contract.
Failure to follow the above specifications as required in this section will be grounds for the link being broken
from the State Contract and may be grounds for removal from the contract.
7
Due to the short time between award & when the vendor must take ownership of the contract, the State is
willing to place the pricing on the State’s system until May 1, 2000 provided the vendor supplies the pricing and
product list in Word with preset tabs to indicate part number, description, & Florida State Price.
Diskette must be formatted as:
 “Word for Windows”
 Font: Times New Roman 12
 Preset tabs only
 Margins: .5 Left and .5 Right, .5 Top and 1.0 Bottom
 Portrait only-no landscape
 No Tables
 No Headers or Footers
 No Excel Files
QUANTITY DISCOUNTS
Bidder is urged to offer additional discounts for one time delivery of large single orders of any assortment of
items in the space provided on the price sheets. Such discounts will not be considered in evaluation of bid.
SALES PROMOTIONS
A contractor, during the term of the contract, may lower prices of products on the contract, for a specified
period of time. The contractor shall document sales promotions to and receive approval of the Division of
Purchasing, prior to offering sales promotions to contract users. Documentation of sales promotions shall
specify starting and ending dates of the promotion, specify list prices and promotional prices, and shall contain
a statement that the promotional prices are available to all contract users. Sixty (60) days is established as the
minimum period of time for which a sales promotion can be offered. Sale pricing shall be made available on
contract items only and promoted to all users of the contract. Evidence of offering of a sales promotion to a
contract user prior to the submittal to and approval of the Division of Purchasing shall subject the contractor to
removal from the contract.
NO SUBSTITUTIONS
The types/versions of software specified in the Invitation to Bid are compatible with other systems/software
currently installed. Therefore, NO SUBSTITUTES ALLOWED. Compatibility with existing software allows
for warehousing of supplies as well as technical and upgrade advantage support peripheral software.
AUTHORIZED DEALERS/DISTRIBUTORS AND/OR SERVICE LOCATIONS:
On any contract where orders will be directed to Authorized Dealers/Distributors or listing Service Locations,
this information shall be provided by the BIDDER as part of the Bid package in hard copy, and on a 3.5 inch
diskette in a Word for windows or Excel file. Any subsequent revisions shall be submitted in the same format
to the DOP CONTRACT ADMINISTRATOR, for review and approval prior to implementation.
Failure to submit the information required in this section will be grounds for disqualification of your Bid and/or
removal from any resulting contract.
NOTICE TO CONTRACTOR
The employment of unauthorized aliens by any contractor is considered a violation of section 247A(e) of the
Immigration and Nationalization Act. If the contractor knowingly employs unauthorized aliens, such violation
shall be cause for unilateral cancellation of the contract.
8
PUBLIC ENTITY CRIMES
A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity
crime may not submit a Bid on a contract to provide any goods or services to a public entity, may not submit a Bid
on a contract with a public entity for the construction or repair of a public building or public work, may not submit
Bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier,
subcontractor, or consultant under a contract with any public entity, and may not transact business with any public
entity in excess of the threshold amount provided in f.s. 287.017 for CATEGORY TWO for a period of 36 months
from the date of being placed on the convicted vendor list.
SURCHARGE FEE AND SUMMARY OF TOTAL SALES
Division of Purchasing hereby imposes a vendor surcharge fee of .5% (1/2 of 1%) on contractors' sales under
any contract resulting from this negotiation. The fee will be paid by the contractor and must be included in
submitted prices and cannot be added as a separate item. Use of this contract will be optional by State
Agencies. If a State Agency elects to purchase from a source other than the resulting State contract, such
purchases shall be in accordance with Chapter 287, F.S., and 60A Florida Administrative Code.
After receipt of payment from the contract purchases, all vendor surcharge fees shall be payable to the State of
Florida no later than 15 days after the end of each quarter.
Vendor surcharge fee and contract number should be noted on the check and remitted to:
State of Florida
Department of Management Services
P.O. Box 5438
Tallahassee, FL 32314-5438
Contract supplier shall furnish Division of Purchasing a detailed summary of sales at the end of each quarter.
By submission of these Sales Summary reports and corresponding vendor surcharge deposits, the contractor(s)
is certifying their correctness. All such reports and fee deposits shall be subject to audit by the State of Florida.
Summary information shall be provided each quarter and shall include the following:
A.
B.
C.
State Contract Number
Identity of purchaser
Total sales per quarter and year-to-date
Failure to comply with these requirements will result in the contract supplier being found in default, in which
case any and all re-procurement costs and all outstanding vendor surcharge fees may be charged against the
defaulting contractor and may result in immediate, unilateral cancellation of your contract by Division of
Purchasing.
RESPONSIBILITIES
The successful bidder shall act as "Agent of Record" during the term of the contract and shall maintain and
update the licensing records of each eligible agency that purchases from the resultant contract. If an Enrollment
Form is required by Microsoft, the bidder will be responsible to contact each agency, upon receipt of that
agency’s initial purchase order to have the agency complete the form. In turn, the agencies shall designate a
liaison to maintain pertinent records and inform the Agent of Record of any changes.
WARRANTY
Contractor shall warrant software media and documentation against defects in workmanship for one (1) year.
9
YEAR 2000 COMPLIANCE
For purposes of this Year 2000 warranty, the term “Product” shall include software, firmware, microcode,
hardware and embedded chip technology.
Vendor warrants that the Product is Year 2000 Compliant. All versions of the Product offered by the vendor
and purchased by the State, for which Vendor is obligated to provide maintenance service are, and in the future,
will be, Year 2000 Compliant. Year 2000 Compliant means the Product will include the ability to: consistently
handle date information before, during, and after January 1, 2000, including accepting date input, providing date
output, and processing dates; function before, during and after January 1, 2000, without the need for program
changes caused by the advent of the new century; properly handle all date related information before and
following Jan 1, 2001, including but not limited to accurate and reliable performance in processing date and
date related data, including calculating, comparing and sequencing; properly process any and all date
calculations before, on and after the leap year date of February 29, 2000 and store and provide output of date
information in ways that are unambiguous as to century.
The duration of this warranty and the remedies available to the State for breach of this warranty shall be as
defined in, and subject to, the terms and limitations of any general warranty provisions of this contract, provided
that notwithstanding any provision to the contrary in such warranty provision(s), or in the absence of any such
warranty provision(s), defects in the Product with regard to Year 2000 Compliance, if any, will be corrected by
Vendor at Vendor's cost within a timeframe mutually agreed upon with the State. Vendor cannot be held
responsible for errors resulting from devices or systems external to this contract which are permitted to directly
access any database provided under this Agreement and overwrite Product date fields or from the users’
improper integration of non-Year 2000 Compliant systems. Nothing in this warranty shall be construed to limit
any rights or remedies the State may otherwise have under this contract with respect to defects other than Year
2000 performance.
REMEDY CLAUSE:
In the event of any decrease in product functionality related to time and date related codes and internal subroutines
that impede the hardware or software programs from operating beyond the Millennium Date Change, Licensors and
Vendors of Licensors products, agree to immediately make required corrections to restore hardware and software
programs to the same level of functionality as warranted herein at no charge to the licensee, and without
interruption to the ongoing business of licensee, time being of the essence.
RESELLERS:
All products bid under this bid/contract will be Year 2000 compliant. Year 2000 Compliant means the Product
will include the ability to: consistently handle date information before, during, and after January 1, 2000,
including accepting date input, providing date output, and processing dates; function before, during and after
January 1, 2000, without the need for program changes caused by the advent of the new century; properly
handle all date related information before and following Jan 1, 2001, including but not limited to accurate and
reliable performance in processing date and date related data, including calculating, comparing and sequencing;
properly process any and all date calculations before, on and after the leap year date of February 29, 2000 and
store and provide output of date information in ways that are unambiguous as to century. Resellers may provide
a "pass through warranty" from the manufacturer/software developer, which meets all the warranty
requirements by the State, and which shall include all other warranties provided by the manufacturer or
software developer. Reseller shall be responsible for warranty assurance, assistance, enforcement and any other
actions or remediation, required to satisfy warranty requirements.
10
COMPENSATION
The contractor must provide all services required to meet the provisions of the contract. In calculating cost,
services include, but are not limited to, consultative services, copyright fees, materials and equipment rentals.
Travel expense, if authorized under the provisions of this agreement, shall be submitted in accordance with
Section 112.061, Florida Statutes. No reimbursement is available to the contractor beyond the amount agreed
and provided for in Sections 112.061 and 287.058, F.S.
VISA ACCEPTANCE
The State of Florida has implemented a purchasing card program, using the Visa platform. Vendors may
receive payment from state agencies by the purchasing card in the same manner as other Visa purchases. Visa
acceptance is mandatory but is not the exclusive method of payment. Please indicate your ability to accept
Visa in the space provided on the Ordering Instruction sheet of the Bid.
INSURANCE, WORKERS’ COMPENSATION
The contractor shall take out and maintain during the life of this agreement, Workers' Compensation Insurance for
all of his employees connected with the work of this project and, in case any work is sublet, the contractor shall
require the subcontractor similarly to provide Workers' Compensation Insurance for all of the latter's employees
unless such employees are covered by the protection afforded by the contractor. Such insurance shall comply fully
with the Florida Workers' Compensation law. In case any class of employees engaged in hazardous work under this
contract at the site of the project is not protected under the Workmen's Compensation statute, the Contractor shall
provide, and cause each sub-contractor to provide, adequate insurance, satisfactory to the Purchaser, for the
protection of his employees not otherwise protected.
AWARD
Award will be made to the responsive responsible bidder offering the highest percentage discount resulting in
the lowest net delivered price statewide, to a single Large Account Reseller (USA). The Government Select
Agreement price is based on MVLP-D 50,000 unit level. The Education Select Agreement is based on 1000
units.
The award will be based on the lowest net delivered cost offered using the following formula: 85% for
Government Select Agreement discount plus 10% for Education Select Agreement discount plus 3% for Media
discount plus 2% for Documentation discount equals the highest award discount. All other provisions of
Awards paragraph, General Conditions, shall prevail.
11
INSERT MICROSOFT MASTER AGREEMENT .PDF
12
INSERT MICROSOFT SELECT AGREEMENT .PDF
13
INSERT MICROSOFT ENTERPRISE AGREEMENT .PDF
14
For Microsoft Internal Use Purposes
Master Agreement Number
Initial Enrollment Number
MICROSOFT EDUCATION SELECT MASTER AGREEMENT
This MICROSOFT EDUCATION SELECT MASTER AGREEMENT is entered into between the following
companies as of the effective date identified under Microsoft’s signature below.
MSLI, LLC
Company
Contracting Microsoft Affiliate
Address:
Address:
6100 Neil Road
Suite 210
Reno, NV 89511-1137
Telephone:
Telephone:
Fax:
Fax:
775-823-5600
775-826-7287
Email:
For the Attention of:
For the Attention of: Dept. 551, Volume Licensing
This agreement consists of (1) this cover page, (2) Address Information Form, (3) Affiliate Participation
Form, (4) Reseller Information Form, (5) the attached terms and conditions, and (6) the Product Lists and the
use terms in effect during this agreement. By signing below, you represent that the information that you
provide on each of the attached forms is accurate.
LICENSE PURCHASE FORECAST. You forecast that during the term of this agreement you and your
affiliates will acquire at least 2,000 points in the product pool circled below to qualify for education pricing
within that product pool. You do not need to acquire products from all pools. Each product is assigned the
number of points specified in the Product List.
Minimum Points
EducA
2000
Application
Pool (Circle if
selected)
EducA
System Pool
(Circle if
Selected)
EducA
15
Server Pool
(Circle if Selected)
EducA
Name of Company (Entity Name):
Name of contracting Microsoft affiliate:
MSLI, LLC
By:
By:
(signature)
(signature)
Name:
Name:
(printed)
(printed)
Title:
Title:
(printed)
(printed)
Effective ________________
Date:
Date:
16
Address Information Form
Any notices must be addressed to the contact and locations outlined below. We will notify you in writing
if our address information changes. You must notify us in writing if your address changes.
Notices Information
Customer Information
Company Name
Microsoft Information
Name and address of contracting Microsoft
affiliate
MSLI, LLC
Street Address and/or Post Office Box
6100 Neil Road
Suite 210
City and State / Province
Reno, NV
Country and Postal Code
USA 89511-1137
Contact Name
Phone Number
Phone Number - 775-823-5600
Fax Number
Fax Number - 775-826-7287
Internet Address
All NOTICES should have Copy To:
Microsoft Corporation
Law and Corporate Affairs
One Microsoft Way
Redmond, Washington USA 98052
Attention: Select Attorney
17
Shipping Information
License Confirmations and Select CD-ROMs will be shipped to the following address. If CD-ROM ship
address differs from the License Confirmation ship address, please complete the Welcome Kit/CD-ROM
shipment address section on the following page.
License Confirmation Information
Microsoft Contact Information
(If different from Notices contact)
Customer Name
Microsoft Account Manager Name
Street Address
Microsoft Subsidiary Location
City and State / Province
Microsoft Contact Email Address (if
applicable)
Country and Postal Code
Contact Name
Phone Number
Fax Number
Internet Address
Language (If different than language of this
agreement)
Microsoft will automatically ship ONE SELECT CD-ROM subscription with a Welcome Kit for
each pool and language designated in the table below. If your right to purchase licenses under a
particular pool has been terminated (for failure to comply with your forecast), Microsoft will
discontinue shipment of subscriptions for that pool. Please mark each box with an “X” for the
language(s) you wish to have shipped for each of the pools you have chosen on the cover page. If
you would like to receive additional shipments of CD-ROM subscriptions you may order them
through your Large Account Reseller for a fee.
Language
Arabic
Basque
Brazilian
Catalan
Chinese-Simplified
Chinese-Traditional
Czech
Danish
Dutch
East European
English
Finnish
French
French Canadian
Application Pool
System Pool
18
Server Pool
German
Greek
Hebrew
Hungarian
International English
Italian
Japanese
Korean
Norwegian
Polish
Portuguese
Russian
Spanish
Swedish
Thai
Turkish
Welcome Kit / CD-ROM Shipment Contact
(if different from License Confirmation contact)
Company Name
Contact Name
Street Address
Phone Number
City and State / Province
Fax Number
Country and Postal Code
Internet Address
Existing/Prior Select Master Agreement(s): Please indicate the agreement Agreement
no(s). of your prior or existing Microsoft Select Master Agreement(s), if
No(s).:
any. Please note, your existing agreement(s) will not be automatically
terminated. If you wish to terminate an existing agreement, please contact
your Microsoft account manager or reseller.
19
Affiliate Participation Form
(The following information must be completed by the customer and updated, as necessary, by written
notice to the contracting Microsoft affiliate)
List the affiliates which will sublicense products from you or another enrolled affiliate under this
agreement, rather than executing their own enrollment. The entities must be grouped by country. Attach
additional sheet(s) if necessary. Affiliates not listed below will not be licensed under this agreement.
Listing an affiliate on this form does not preclude that affiliate from signing its own enrollment.
Names of affiliates not becoming enrolled affiliates, but receiving
products by sublicensing from you
Name of Country
20
Reseller Information Form
You must choose a Large Account Reseller authorized in your area. If, at any time during the
term of the agreement, you wish to terminate the relationship with your designated Large Account
Reseller, or if we discontinue the reseller’s status as Large Account Reseller, you must choose a
replacement. If you intend to change Large Account Resellers, you must notify us and the old
Large Account Reseller in writing of the new Large Account Reseller you have designated. To
avoid purchasing delays such a change might entail, you should provide us with 30 days prior
written notice.
(The following sections should be completed by the Large Account Reseller)
Large Account Reseller Headquarter Information Large Account Distributor Information (if applicable)
Reseller Name
Distributor Name
Headquarters Street Address and/or Post Office
Box
Headquarters Street Address and/or Post Office
Box
City and State / Province
City and State / Province
Country and Postal Code
Country and Postal Code
Contact Name
Contact Name
Phone Number
Phone Number
Fax Number
Fax Number
Internet Address
Internet Address
The undersigned confirms that the Large Account Reseller and Large Account Distributor
information is correct.
21
Name of Large Account Reseller:
Name of Large Account Distributor (if
applicable):
By:
By:
(signature)
Name:
(signature)
Name:
(printed)
(printed)
Title:
Title:
(printed)
Date: __________________
(printed)
Date: ___________________
22
MICROSOFT EDUCATION SELECT MASTER AGREEMENT
TERMS AND CONDITIONS
In this agreement the term “you” means the eligible education customer which has entered into this agreement
with Microsoft. The term “we” or “us” refers to the Microsoft company which signed this agreement. The
term “eligible education customer” means (a) a bona fide educational institution accredited by federal or state
governmental regulatory agencies in the United States; (b) the administrative offices of two or more
educational institutions described in clause (a); (c) a system of affiliated educational institutions or a not-forprofit consortium of educational institutions described in clause (a); (d) a hospital that is wholly owned and
operated by one or more educational institutions described in clause (a); (e) a public library that provides
basic general library services without charge; (f) a public museum organized on a permanent basis essentially
for educational or aesthetic purposes that utilizes a professional staff and regularly exhibits tangible objects to
the public; or (g) a university-controlled public research laboratory recognized by the Department of
Education that teaches students as part of its research mission. A complete “Eligible Education Customer”
definition is available at http://www.microsoft.com/education/pricing/elig.htm. Your “affiliates” are eligible
education customers that you own, that own you, or that are under common ownership with you. Our
“affiliates” are legal entities that we own, that own us, or that are under common ownership with us. The term
“ownership” means more than 50% ownership. Your “enrolled affiliates” are your affiliates that reasonably
expect to acquire licenses equivalent to at least 500 points and have entered into an enrollment under this
agreement. An “enrollment” is the document that an affiliate is required to submit to one of our affiliates
before it can order licenses or Upgrade Advantage subscriptions. As we use the term in this agreement to
“run” a product means to copy, install, use, access, display, run or otherwise interact with it. When we refer to
“license confirmations” we mean the evidence of license or Upgrade Advantage subscription provided by us
or our affiliates.
1.
Select volume license acquisition. Select is a volume licensing program that allows you and enrolled
affiliates to license certain products at a volume price level. Product support is not included in the price for
products under Select.
2.
Who can order. Starting on the effective date, you may order licenses and Upgrade Advantage
subscriptions. Your enrolled affiliates may order licenses and Upgrade Advantage subscriptions once their
enrollment has been accepted. With respect to its enrollment, each enrolled affiliate is responsible for
complying with the terms and conditions of this agreement to the same extent as you. Orders must be placed
with the reseller named on the Reseller Information Form. The named reseller must be authorized to sell
Select licenses in the area in which the enrollment is submitted. You are responsible for ensuring that your
affiliates comply with the terms and conditions of this agreement.
3.
Who can benefit. You and enrolled affiliates can sublicense to affiliates who do not enter into an
enrollment but who are identified on an Affiliate Participation Form attached to this agreement or to the
relevant enrollment, in order to allow them to share the benefits of this agreement. We will add affiliates to
the proper Affiliate Participation Form upon your request. Neither you nor enrolled affiliates may acquire
licenses or Upgrade Advantage subscriptions under this agreement for the use or benefit of any person or
entity other than you and your affiliates. When licenses are sublicensed, you or the enrolled affiliate retains
the licenses but the affiliate to which you sublicense may run the licensed products. You may want to have
licenses owned in the name of an affiliate. If so, you must transfer the relevant license confirmation, (or, if
you are transferring a portion of the licenses listed on a license confirmation, you must transfer a photocopy of
the relevant license confirmation, along with a statement identifying the licenses being transferred). Other
transfer restrictions set out in section 12 also apply.
4.
Products. You may order licenses for any products included on the Product List in effect at the time
of your order, in any pool for which you have made the minimum forecast. You may order standard or
3
upgrade licenses. You may also order Upgrade Advantage subscriptions for certain products. You may order
an upgrade license or Upgrade Advantage subscription only if you already have a qualifying license. The
Product List provides information on Microsoft products available for licensing under Select, information on
point values, product pools, product upgrade or license qualification criteria, Upgrade Advantage
subscriptions and additional product information. New versions of the Product List will be made available to
you and enrolled affiliates.
5.
Orders. A license must be ordered in the month in which the copy of a product is first run from a
particular computer or similar device. Your order must specify version number, language and country of
usage for each license. Price and payment terms for all licenses and subscriptions ordered are determined by
agreement with the chosen reseller. We will issue license confirmations covering all licenses and Upgrade
Advantage subscriptions ordered. The license confirmations are your evidence of license.
6.
Compliance with forecasts. If your total license acquisitions within a selected pool are less than 500
points after the first six months of this agreement or less than 1,000 points after the first year, you will no
longer be able to acquire licenses from that pool under this agreement.
7.
Rights during this agreement. During the term of this agreement you have the right to:
 Run the products for which you timely order corresponding licenses or Upgrade Advantage subscriptions.
 Run any prior version of a copy of a product for which you have received a license confirmation.
 Run any other language version of a copy of a product for which you have received a license confirmation.
 Run up to 20 copies of any product in a dedicated training facility on your premises (this right extends
only to you and enrolled affiliates, not to other affiliates).
 Run up to 10 copies of any product for a 60-day evaluation period (this right extends only to you and
enrolled affiliates, not to other affiliates).
 Make and retain one copy of any licensed product for back-up or archival purposes for each of your
distinct geographic locations.
 For each copy of Microsoft Encarta Reference Suite, Microsoft Encarta Deluxe, Microsoft Encarta Virtual
Globe, any title from the Microsoft Mastering Series, Microsoft Visual Basic (Learning, Professional and
Enterprise Editions), Microsoft Visual C++ (Standard, Professional and Enterprise Editions), Microsoft
Visual FoxPro, Microsoft Visual J++ (Standard and Professional Editions), Microsoft Visual Studio
(Professional and Enterprise Editions) and Microsoft Visual InterDev you license for instructional
purposes in connection with a class or other educational program, you may, as an alternative to deploying
the product pursuant to the licensing model described in the use terms, either (a) permit an unlimited
number of student users at your educational institution to run the product on a single computer or similar
device, provided that all such users comply with all other terms of this agreement; or (b) if you have
licensed multiple copies of the product, then, at any time, your students or faculty may run as many copies
of the product as you have licensed copies, provided that those users comply with all other terms of this
agreement. If the anticipated number of users of the product will exceed the number of copies you have
licensed, you must have a reasonable mechanism or process in place to ensure that the number of persons
running the product at any given point in time does not exceed the number of copies licensed.
4
 For each copy of Microsoft Office, Microsoft Office Professional, Microsoft Publisher, Microsoft Project
and Microsoft FrontPage you license, any user of the computer or similar device on or from which such
product is run may also run a second copy, for work-related purposes only, on either a laptop or desktop
computer that he or she owns or leases. You must make reasonable efforts to ensure these users delete and
remove such copies from the temporary memory (RAM) and permanent memory (e.g. hard disk) of their
computers at the end of the term of this agreement.
8.
License confirmations. Once you have received a license confirmation, the listed licenses become
perpetual, as long as you use the products only as permitted by this agreement and the use terms. An Upgrade
Advantage subscription listed in a license confirmation is not perpetual, but rather entitles you to a perpetual
right to run one copy of the identified product in the latest version that becomes available at retail during the
term of this agreement.
9.
Use terms. Your right to run a copy of any version of any product is governed by the use terms
applicable to the product and version licensed as of the date you first run that copy. We will either provide
you a copy of the use terms in effect, or will make them available to you by publication on the World Wide
Web at a site we identify to you or by some other means. You acknowledge that you and your enrolled
affiliates have access to the World Wide Web.
10.
Making copies. You may make as many copies as are necessary to distribute the products to your
users and those of your affiliates. All copies must be true and complete copies (including copyright and
trademark notices) and be made from CD-ROMs, disk sets or a network source acquired from or made
available by a Microsoft approved fulfillment source. You may also have a third party make and distribute
such copies in your place, but you are responsible for their actions to the same extent you would be if they
were your employees. You and your affiliates must make reasonable efforts to make employees, agents and
other individuals running a product aware that the product is licensed from us and may only be run or
transferred subject to the terms of this agreement.
11.
Restrictions. Your rights under this agreement are limited as follows:
 We do not assign any copyright. Your rights are expressly limited to the rights described in this agreement
and in the use terms.
 If a product is made up of components, you may not separate the components by running them on different
computers, by upgrading or downgrading them at different times or by transferring them separately, except
as otherwise provided in the use terms.
 You may not rent, lease or lend any copy of the product.
 You may not reverse engineer, decompile or disassemble the product, except to the extent expressly
permitted by applicable law despite this limitation.
 You may not export products (including software, documentation and technical detail and any software
which you develop using products) in contravention of United States export restrictions, which apply to all
Microsoft products. Export restrictions prohibit exporting or transmitting products to certain countries
(currently including, but not limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria) without
consent from the appropriate US government agency. They also prohibit using or making the products
available to others for use in the design, development or production of nuclear, chemical or biological
weapons. For an up-to-date export classification of Microsoft products, please visit
http://www.microsoft.com/exporting/. In addition, certain products containing encryption technology are
5
available in two versions, one for US and Canada and the other for all other countries. These products are
identified on the Product List. Depending on the foreign recipient and planned use, the export of the
US/Canada versions may require an export license from the appropriate US government agency. More
information can be found on the World Wide Web at http://www.microsoft.com/exporting/. You represent
that neither you nor any of your affiliates signing an enrollment or named on any Affiliate Participation
Form has had export privileges suspended, revoked or denied by a US government agency.
 Products licensed to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 are
licensed with the rights and restrictions described in this agreement. Products licensed to the U.S.
Government pursuant to solicitations issued prior to December 1, 1995 are licensed with "Restricted
Rights" as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT
1988), as applicable. You are responsible for ensuring that copies are marked with the "Restricted Rights
Notice" or "Restricted Rights Legend," as required. We reserve all rights not expressly granted to you.
 Products licensed under this agreement may be used only by and for the benefit of an eligible education
customer. Client Access Licenses you acquire solely to enable your matriculated students to access your
servers are, for purposes of this restriction, deemed to be "used by and for the benefit of an eligible
education customer”. Licenses obtained under this agreement may not be transferred, sublicensed, rented,
leased or loaned to any person or entity that is not an eligible education customer.
12.
Transfers. You may transfer licenses to an unaffiliated eligible education customer in connection
with a merger, consolidation or divestiture. For all other transfers of licenses, our written consent is required.
Upgrade licenses may be transferred only if you also transfer the qualifying license. You must transfer the
relevant license confirmations or, if transferring a portion of the licenses, you must provide a photocopy of the
relevant license confirmations, along with a statement identifying the licenses being transferred. In addition,
you must secure from the entity to which you are transferring the acceptance of the use terms and the
provisions of sections 11 above and 14 below (restrictions and limitations of liability), and the
acknowledgment of the fact that products transferred pursuant to this section 12 are transferred “as is”,
without warranty of any kind. You may transfer a license for an operating system product only as part of the
sale or transfer of the computer system on which the product was first installed. You may not transfer
Upgrade Advantage subscription rights to, or use such rights for the benefit of, a third party other than an
affiliate. Licenses cannot be transferred on a short-term basis.
6
13.
Warranties and other obligations of Microsoft.
a.
Limited product warranty. We warrant that each product will perform substantially in accordance
with its Microsoft-published user documentation. This warranty is valid for a period of 90 days from the date
you first order (or should have ordered) a license for the version of the product. For products run pursuant to
an Upgrade Advantage subscription, the warranty is valid for a period of 90 days from the date you first run
the version of the product from any computer or similar device. Any warranties imposed by law concerning
the products are limited to the same 90 day period. The warranty is not applicable if failure of the product has
resulted from accident, abuse or misapplication. If you notify us within the warranty period that a product
does not meet this warranty, then we will, at our option, either (i) return the price paid or (ii) repair or replace
the product. This is your exclusive remedy for breach of this warranty.
b.
Year 2000 warranty. For purposes of this section, “Year 2000 Warranted Product” means the
specific version of each product identified in the Product Guide on the effective date, by version number and
language, as “compliant” or "compliant with minor issues", and “Product Guide” means the Microsoft Year
2000 Product Guide located on the Microsoft Year 2000 Resource Center web page
(http://microsoft.com/year2000/). We warrant that each Year 2000 Warranted Product, when run with
accurate date data and in accordance with its documentation and the recommendations and exceptions set forth
in the Product Guide, will recognize the year 2000 as a leap year and will not produce material errors
processing date data in connection with the year change from 1999 to 2000, as long as, and only to the extent
that, all other information technology used in combination with such Year 2000 Warranted Product (e.g.,
software, firmware, hardware) properly exchanges date data with it. This warranty does not extend or apply to
user customizable features or third-party add-on features or products, including items such as macros and
custom programming or formatting features. If you report to us on or before June 1, 2000 that a product does
not meet this warranty, we will: (i) exercise commercially reasonable efforts to correct any material noncompliance which is generally reported by other users; and (ii) provide any resulting correction to you,
without charge, when it is made available generally. This is your exclusive remedy for breach of this
warranty.
c.
NO OTHER WARRANTIES.
TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, WE DISCLAIM ON OUR OWN BEHALF AND ON BEHALF OF OUR
AFFILIATES ALL WARRANTIES OTHER THAN THOSE IDENTIFIED EXPRESSLY IN THIS
SECTION 13, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH
RESPECT TO THE PRODUCTS AND RELATED MATERIALS.
14.
Limitation of liability.
a.
Limitation. There may be situations in which you have a right to claim damages from us. Whatever
the basis for your claim (such as breach of contract or tort), our liability will be limited to direct damages up to
the amount you have paid under this agreement with respect to the product giving rise to your claim.
b.
No liability for consequential damages. To the maximum extent permitted by applicable law, in no
event will we or any of our affiliates or suppliers be liable for any indirect damages (including, without
limitation, consequential damages, damages for loss of profits or revenues, business interruption, loss of
business information, or other loss) arising in connection with this agreement, any enrollment or product, even
if advised of the possibility of such damages.
15.
Verifying compliance. You must keep records relating to the products you and your affiliates run.
These records must be sufficient to allow us to verify compliance with your obligations under this agreement
and must include information relating to licenses you have sublicensed to affiliates. We have the right to
7
verify your compliance, at our expense, during the term of this agreement and for a period of one year
thereafter. To do so, we will engage an independent accountant from a nationally recognized public
accounting firm. Verification will take place upon not less than three business days’ notice, during normal
business hours and in a manner that does not interfere unreasonably with your operations. As an alternative,
we may require you to accurately complete a self-audit questionaire on behalf of yourself and/or your affiliates
in a form we provide. If verification or self-audit reveals unlicensed use of products, you must promptly order
sufficient licenses to permit all software usage disclosed. If material unlicensed use is found (license shortage
of 5% or more), you must reimburse us for the costs we have incurred in verification and must acquire the
necessary additional licenses as single retail licenses. If we undertake such verification and do not find
material unlicensed use of products, we will not undertake another verification for at least one year. We will
use any information obtained in connection with compliance verification only to enforce our rights and to
determine whether you are properly licensed for the products you are running and are in compliance with the
terms of this agreement.
16.
Term and termination. This agreement will remain in effect for 24 full calendar months following
the effective date, unless terminated by either party for cause. Either party may also terminate an enrollment
for cause. Except where the cause for termination is by its nature not curable (or not curable within 30 days),
the terminating party will give 30 days notice and opportunity to cure. If we give such notice to an enrolled
affiliate, we will give you a copy of that notice as well. If an enrolled affiliate ceases to be your affiliate, its
enrollment will terminate automatically. Unless terminated for cause, an enrollment will expire or terminate
upon the expiration or termination of this agreement.
Upon expiration or termination of this agreement or any enrollment, you or the enrolled affiliate must
promptly order licenses for all copies of products you have run for which you have not yet submitted orders.
Upon termination, any deferred Upgrade Advantage subscription fees become immediately due and payable.
Termination of this agreement will not affect your rights to run copies of products for which you have already
ordered licenses.
17.
Miscellaneous.
a.
Entire agreement. The documents identified on the cover page constitute our entire agreement
concerning the subject matter hereof, and supercede any other prior and contemporaneous communications.
The terms of this agreement control over any provisions in your purchase order or any general terms and
conditions maintained by us, you or your enrolled affiliates. To the extent there is any inconsistency between
the terms contained in this agreement and the terms contained in the Product List or the use terms, the terms of
this agreement shall control. This agreement (except the use terms and the Product List) can be changed only
by an amendment signed by both parties.
b.
Notices. All notices, authorizations, and requests in connection with this agreement shall be sent by
post, express courier, facsimile, or email, in each case with confirmation of delivery, to the addresses and
numbers shown on the Address Information Form. Notices shall be deemed delivered on the date shown on
the postal return receipt or on the courier, facsimile or email confirmation of delivery.
c.
Assignment. You may not assign or transfer this agreement or your rights or obligations under it,
whether by contract or by operation of law, without our prior written consent. We may transfer our rights and
obligations hereunder without your consent, but only to one of our affiliates. Any prohibited assignment is
void.
d.
Applicable law. This agreement is subject to the laws of the State of Washington, U.S.A. and the
federal laws of the United States.
8
e.
Survival. Licenses identified in license confirmations and provisions of this agreement regarding
warranties, limitations of liability, compliance verification and obligations on termination or expiration will
survive termination or expiration of this agreement.
f.
Confidentiality. The terms and conditions of this agreement are confidential. Neither you nor we will
disclose such terms and conditions, or the substance of any discussions that led to them, to any third party
other than your or our affiliates or agents, or to your designated or prospective resellers who: (a) have a need
to know such information in order to assist in carrying out this agreement; and (b) have been instructed by you
or us that all such information is to be handled in strict confidence.
g.
Large Account Resellers. Resellers are independent contractors who act in their own name and for
their own account; and have no authority to bind or impose any obligation or liability whatsoever upon us.
9
For Microsoft Internal
Purposes
Master Agreement Number
AMENDMENT
TO
MICROSOFT EDUCATION SELECT MASTER AGREEMENT
This amends the Microsoft Education Select Master Agreement between
[__________________________] and MSLI, LLC. All terms used but not defined in this amendment will
have the meanings assigned to such terms in the Education Agreement, as amended.
I.
Amendment.
1. Section 13b of the Terms and Conditions, Year 2000 warranty, is deleted and restated to read in its
entirety as follows:
Year 2000 Compliance Warranty. For purposes of this Year 2000 warranty, the team "Product shall
include software, firmware, microcode, hardware and embedded chip technology.
Vendor warrants that the Product is Year 2000 Compliant. All versions of the Product offered by
the vendor and purchased by the State, for which Vendor is obligated to provide maintenance service
are, and in the future, will be, Year 2000 Compliant. Year 2000 Compliant means the Product will
include the ability to: consistently handle date information before, during, and after January 1, 2000,
including accepting date input providing date output, and processing dates; function before, during and
after January 1, 2000, without the need for program changes caused by the advent of the new century;
properly handle all date related information before and following Jan 1, 2001, including but not limited
to accurate and reliable performance in processing date and date related data, including calculating,
comparing and sequencing; properly process any and all date calculations before, on and after the leap
year date of February 29, 2000 and store and provide output of date information in ways that are
unambiguous as to century.
The duration of this warranty and the remedies available to the State for breach of this warranty
shall be as defined in, and subject to, the terms and limitations of any general warranty provisions of
this contract, provided that notwithstanding any provision tot he contrary in such warranty
provision(s), or in the absence of any such warranty provision(s), defects in the Product with regard to
Year 2000 Compliance, if any, will be corrected by Vendor at Vendor's cost within a timeframe
mutually agreed upon with the State. Vendor cannot be held responsible for errors resulting from
devices or systems external to this contract which are permitted to directly access any database
provided under this Agreement and overwrite Product date fields or from the users improper
integration of non-Year 2000 Compliant systems. Nothing in this warranty shall be construed to limit
any rights or remedies the State may otherwise have under this contract with respect to defects other
than Year 2000 performance.
10
Year 2000 Compliance (Software)
The licensor represents and warrants that the software, which is licensed to licensee hereunder, is
designed to be used prior to, during, and after the calendar year 2000 AD, and that the software will
operate during each such time period without error relating to date data, specifically including any
error relating to, or the product of, date data which represents or references different centuries or more
than one century. Without limiting the generality of the foregoing, Licensor further represents and
warrants (1) that the software will not abnormally end or provide invalid or incorrect results as a result
of date data, specifically including date data which represents of references different centuries or more
than one century; (2) that the software has been designed to ensure year 2000 compatibility, including,
but not limited to, date data century recognition, calculations which accommodate same century and
multi-century formulas and date values, and date data interface values that reflect the century; (3) that
the software included “year 2000 capabilities”, which means the software (a) will manage and
manipulate data involving dates, including single century formulas and multi-century formulas, and
will not cause an abnormally ending scenario within the application or generate incorrect values or
invalid results involving such dates; and (b) provides that all date-related user interface functionalities
and data fields include the indication of century; and (c) provided that all date-related data interface
functionalities include the indication of century.
Year 2000 Remedy Clause
In the event of any decrease in product functionality related to time and date related codes and
internal subroutines that impede the hardware or software programs from operating beyond the
Millennium Date Change, Licensors and Vendors of Licensors products, agree to immediately make
required corrections to restore hardware and software programs to the same level of functionality as
warranted herein at no charge to the licensee, and without interruption to the ongoing business of
licensee, time being of the essence.
2. Section 17d of the Terms and Conditions, Applicable Law, is hereby amended and restated to read
in its entirety as follows:
Applicable law. This agreement is subject to the laws of the State of Florida, U.S.A. and the federal
laws of the United States.
3. A new Section 18, Limitation of Remedies, is added to the Terms and Conditions and reads as
follows:
Limitations of Remedies Contractor's entire liability and the State's exclusive remedy shall be as
follows:
In all situations involving performance or non-performance of machines or programming (other
than licensed programs) furnished under this Agreement, the State's remedy is (a) the adjustment or
repair of the machine or replacement of its parts by Contractor, or at Contractor's option, replacement
of the machine or correction of programming errors, or (b) if, after repeated efforts, Contractor is
unable to install the machine or a replacement machine, model upgrade or feature in good working
order, or to restore it to good working order, or to make programming operate, all as warranted, the
State shall be entitled to recover actual damages to the limits set forth in this Special Condition. For
any other claim concerning performance or non-performance by Contractor pursuant to, or in any other
way related to the subject matter of, this Agreement or any order under this Agreement, the State shall
be entitled to recover actual damages to the limits set forth in this Special Condition.
11
If this contract is for purchase of machines, then the following shall apply. Contractor's entire
liability for damages to the State for any cause whatsoever, and regardless of form of action, whether
in contract or in tort including negligence, shall be limited to the greater of $100,000 or the appropriate
price stated herein for the specific machines that caused the damages or that are the subject matter of or
are directly related to the cause of action. The foregoing limitation of liability will not apply to (a) the
payment of cost and damage awards referred to in the General Condition 14 entitled "Patents and
Royalties", or to (b) claims for reprocurement costs or the cost of cover pursuant to State Purchasing
Rule 60A-1.006(4) entitled "Default", or to (c) claims for personal injury or damage to real or tangible
personal property caused by Contractor's negligence or tortious conduct.
If this contract is for the purchase of hardware maintenance services, then the following shall
apply: Contractor's entire liability and the State's exclusive remedy for damages to the State for any
cause whatsoever, and regardless of the form of action, whether in contract or in tort including
negligence, shall be limited to actual damages up to the greater of $100,000 or an amount equal to 12
months maintenance charges for the specific machines under this Agreement that caused the damages
or that are the subject matter of, or are directly related to, the cause of action. Such maintenance
charges will be those in effect for the specific machines when the cause of action arose. The foregoing
limitation of liability will not apply to (a) the payment of cost and damage awards referred to in
General Condition 14 entitled "Patents and Royalties" or to (b) claims for reprocurement costs or costs
to cover pursuant to State Purchasing Rule 60A-1.006(4) entitled "Default", or to (c) claims by the
State for personal injury or damage to real property or tangible personal property caused by the
Contractor's negligence or tortuous conduct.
If this contract is for purchase of software maintenance services, then the following shall apply:
Contractor's entire liability and the State's exclusive remedy for damages to the State for any cause
whatsoever, and regardless of the form of action, whether in contract or in tort including negligence,
shall be limited to actual damages up to the greater of $100,000 or an amount equal to 12 months
maintenance charges for the specific software product under this Agreement that caused the damages
or that are the subject matter of, or are directly related to, the cause of action. Such maintenance
charges will be those in effect for the specific software product when the cause of action arose. The
foregoing limitation of liability will not apply to (a) the payment of cost and damage awards referred to
in General Condition 14 entitled "Patents and Royalties", or to (b) claims for reprocurement costs or
the cost of cover pursuant to State Purchasing Rule 60A-1.006(4) entitled "Default", or to (c) claims by
the State for personal injury or damage to real property or tangible personal property caused by
Contractor's negligence or tortuous conduct.
If this contract is for services other than hardware or software maintenance, then the following
shall apply: Contractor’s entire liability and the state’s exclusive remedy for damages to the state for
any cause whatsoever, and regardless of the form of action, whether in contract or in tort including
negligence, shall be limited to actual damages up to the greater of $100,00 or an amount equal to the
charges invoiced for the services which are the subject matter of, or are directly related to, the cause of
action. The foregoing limitation of liability will not apply to (a) the payment of cost and damage
awards referred to in “Patents and Royalties” or to (b) claims for reprocurement costs or costs to cover
pursuant to State Purchasing Rule 60A-1.006(4) entitled “Default”, or to (c) claims by the Department
for personal injury or damage to real property or tangible personal property caused by the Contractor’s
negligence or tortuous conduct
If this contract is for the acquisition of licensed programs, including personal computer licensed
programs, then the following shall apply: Contractor's entire liability and the State's exclusive remedy
shall be as follows: In all situations involving performance or non-performance of licensed programs
furnished under this Agreement, the State's remedy is (1) the correction by the Contractor of licensed
12
program defects, or (2) if, after repeated efforts, the Contractor is unable to make the licensed program
operate as warranted, the State shall be entitled to recover actual damages to the limits set forth in this
section. For any other claim concerning performance or non-performance by the Contractor pursuant
to, or in any way related to, the subject matter of this Agreement the State shall be entitled to recover
actual damages to the limits set forth in this section. Contractor's liability for damages to the State for
any cause whatsoever, and regardless of the form of action, whether in contract or in tort including
negligence, shall be limited to the greater of $100,000 or the one time charges paid for, or any monthly
license or initial license charges which would be due for 12 months use of the licensed program that
caused the damages or that is the subject matter of, or is directly related to, the cause of action and
shall include any initial or process charges paid to the Contractor. This limitation of liability will not
apply to (a) the payment of cost and damage awards referred to in General Condition 14 entitled
"Patents and Royalties" or to (b) claims for reprocurement costs or the cost of cover pursuant to State
Purchasing Rule 60A-1.006(4) entitled "Default", or to (c) claims for personal injury or damage to real
or tangible personal property caused by the Contractor's negligence or tortuous conduct.
Contractor shall hold and save the State harmless for any and all suits and judgments against the
State for personal injury or damage to real or tangible personal property caused by Contractor's
tortuous conduct in the performance of this Agreement provided that, (a) the State promptly notifies
Contractor in writing of any claim, and (b) Contractor shall be given the opportunity, at its option, to
participate and associate with the State in the control, defense and trial of any claims and any related
settlement negotiations and, provided further, that with respect to any claim, or portion thereof, for
which Contractor agrees at the initiation of such claim that Contractor shall save and hold the State
harmless, Contractor shall have the sole control of the defense, trial and any related settlement
negotiations, and (c) the State fully cooperates with Contractor in the defense of any claim.
In no event, however, will Contractor be liable for (a) any damages caused by the State's failure to
perform the State's responsibilities, or for (b) any lost profits or other consequential damages, even if
Contractor has been advised of the possibility of such damages, or for (c) any claim against the State
by any other party, except as provided in the hold harmless provision of the preceding paragraph of
this Special Condition and except as provided in the General Condition entitled "Patents and
Royalties", or for (d) any damages caused by performance or non-performance of machines or
programming located outside the United States or Puerto Rico.
13
II.
Effect of Amendment.
You and us agree, on behalf of ourselves and our respective affiliates, that the terms and conditions of
this Amendment are confidential. Each agrees that it will not disclose such terms and conditions to any third
party other than its affiliates, agents, designated or prospective Reseller and distributors of such Resellers (if
any).
Except as specifically amended by this Amendment, all provisions of the School Agreement shall
remain unchanged and in full force and effect. This Amendment is not legally binding until executed by us
and shall become effective on that date. When this Amendment is fully executed, you will receive a
confirming copy.
You shall execute and return two (2) copies of this Amendment to the below address in order for the
terms and conditions of this Amendment to apply.
14
MSLI, LLC
Attn: Dept. 551, Volume Licensing
6100 Neil Road
Suite 210
Reno, NV 89511-1132
Name of University (Entity Name):
Name of contracting Microsoft affiliate:
MSLI, LLC
By:
By:
(signature)
Name:
(signature)
Name:
(printed)
Title:
(printed)
Title:
(printed)
Date:
(printed)
Date:
_________________
_________________
Prepared By: Kaylee Deegan
15
For Microsoft Internal
Purposes
Microsoft will provide:
School Agreement Number
MICROSOFT SCHOOL AGREEMENT
OVERVIEW. In this agreement the term “you” means the school or entity that submits this agreement to
“us”. The term “we” or “us” refers to the Microsoft company that accepts this agreement and each of our
affiliates. Your “Users” shall mean you and those teachers, staff, administrators and students designated by
you to run the Software (as defined below). To “run” a product means to copy, install, use, access, display,
run or otherwise interact with it. An “eligible” PC means all of the Pentium, PowerMac, iMac or equivalent
PCs in your school, plus any additional PCs on which you choose to run the Software
The School Agreement program gives your Users the right during this agreement to run a platform of
“Software” (Microsoft Windows or Windows NT Workstation Upgrades; Microsoft Office Standard or Office
Professional; Microsoft Works Standard; Microsoft Encarta Reference Suite and Encarta Online; Microsoft
Visual Studio Professional Edition; Microsoft BackOffice Client Access License; and MS Press Office Starts
Here Step-by-Step Interactive and the add-on products, if any, you have chosen on the attached Order Form)
on all the eligible PCs you own or lease in your primary or secondary school. You have the option during the
term of this agreement to run the most current version, or any previous version of the Software, in any
available language in either Macintosh or Windows versions. All the teachers, staff and administrators in your
school, up to your number of eligible PCs, have the right during the license period to run one copy of the
Software, for school-related activities only, on either a laptop or desktop PC that they own or lease.
To qualify for the School Agreement program, you must count all the eligible PCs in your school and identify
the total on the attached Order Form. Additionally, you must fill out the attached Address Information Form
and Order Form and sign where indicated below. You must then submit these documents with your purchase
order number to your Reseller, keeping a copy of this agreement for your records. We will process your
agreement and upon our acceptance, we will send you an Acceptance Letter with an agreement number,
confirmation of the number of eligible PCs you have identified, and the license period of this agreement.
After we accept the agreement, your Reseller will receive an invoice and you will pay your Reseller the
amount they invoice you.
Your right to run the Software begins as soon as you receive our Acceptance Letter and lasts for twelve (12)
full calendar months. Upon receiving the Acceptance Letter, you may order media from your Reseller for the
Software, and you may make copies or have copies made of the Software as needed for all your eligible PCs.
Prior to the end of the term of the agreement, we will send you a letter inviting you to renew your School
Agreement. If you do not choose to renew, you will have the option of either; i) deleting all the Software
licensed under this agreement; or ii) purchasing perpetual licenses pursuant to the “buyout” option set forth in
the Terms and Conditions or otherwise.
16
This agreement consists of (1) this cover page, (2) Address Information Form, (3) Order Form, (4) Reseller
Information Form, (5) Participation Form (6) Terms and Conditions, and (7) the License Agreement in effect
during this agreement. We will either provide you a copy of the License Agreement in effect or you may view
a copy at www.microsoft.com/education/pricing/schoolagree. As evidenced by your signature below i) you
represent that the information on the attached forms is accurate, and ii) you acknowledge and agree that you
have read and understood the terms and conditions of the documents identified above, all of which are
incorporated herein by this reference, and agree to be bound by the same.
Your Name (School or Purchasing Entity): ___________________________________________________
By:
________________________________________________________________________________
(signature)
Name: ________________________________________________________________________________
(printed)
Title:
________________________________________________________________________________
(printed)
Date: _______________________________
17
All notices in connection with this agreement must be addressed to the contacts and locations outlined
below. We will notify you in writing if our address information changes. You must notify us in writing if
your address changes.
Notices Information
Customer Information
Your Name (School or Purchasing Entity)
Microsoft Information
Name and address of contracting Microsoft
affiliate
MSLI, LLC
Street Address and/or post office box
6100 Neil Road
Suite 210
City and State / Province
Reno, NV 89511-1137
Country and Postal Code
USA
Contact Name and Title
Phone Number
Phone Number: 775-823-5600
Fax Number
Fax Number: 775-826-7287
Email Address
All NOTICES should have Copy To:
Microsoft Corporation
Law and Corporate Affairs
One Microsoft Way
Redmond, WA 98052
Attn: Education Attorney
I. General Customer Information
Your Name (School or Purchasing Entity)
Your Purchase Order Number
(Must be provided before Agreement will be
processed)
II. Definition of Users
Your Users may consist of all teachers, staff, administrators or students who have access to all the
eligible PCs in one school (primary or secondary) or all the eligible PCs in a school grouping; i.e.
school district, regional purchasing center, or other government agency.
18
Please check one of the applicable boxes below;
The entire school
Or
School grouping: The aggregated purchases of more than one school or district.
(Please note a participation form must be filled out for each participating school/district in a school
grouping)
III. School Software Products
The School Agreement grants your Users the right, from the date of acceptance of the Acceptance
Letter until termination or expiration, to run copies of any version of Microsoft Windows or Windows
NT Workstation Upgrades; Microsoft Office Standard or Office Professional; Microsoft Works
Standard; Microsoft Encarta Reference Suite and Encarta Online; Microsoft Visual Studio Professional
Edition; Microsoft BackOffice Client Access License; and MS Press Office Starts Here Step-by-Step
Interactive, as well as any of the below add-on products selected at submission of the School
Agreement. Please check the add-on product(s) in the box below you wish to use during the term of
this agreement (in addition to the products listed above) for the total number of eligible PC’s entered in
Part IV-3 below.
Front Page
Project
MS Press Windows Starts Here
MS Press Windows NTW Starts
Here
MS Press Web Authoring Starts
Here
IV.
Eligible PC Calculation
You must count all of the PCs in line 1 below for your entire School or School Grouping, as
appropriate. For line 2 you need only count those PCs that you choose to run the School Agreement
Software on.
Number of Pentium (or equivalent), PowerMac, iMac or better
1. (100% counted)
Number of 286, 386, 486, other Apple, Unix or devices that
2.
you will run the Software on
Total Eligible PC’s
3.
(3=1+2)
19
You must choose a Large Account Reseller/Authorized Education Reseller (“Reseller”) in your
area. If, at any time during the term of the agreement, you wish to terminate the relationship with
your designated Reseller, or if we discontinue the reseller’s status as a Reseller, you must choose a
replacement. If you intend to change your Reseller, you must notify us and the current Reseller in
writing of the new Reseller you have designated. To avoid purchasing delays when changing
Resellers, you should provide us with 30 days prior written notice.
The following sections should be completed by the Reseller
I. General information: Reseller Headquarter Information and Distributor Information (if
applicable)
Reseller Name
Distributor Name
Headquarters Street Address and/or post
office box
Headquarters Street Address and/or post office
box
City and State / Province
City and State / Province
Country and Postal Code
Country and Postal Code
Contact Name and Title
Contact Name and Title
Phone Number
Phone Number
Fax Number
Fax Number
Email Address
Email Address
Indirect Partner Purchase Order Number
II. Billing information for School Agreement:
a) MS Direct partner purchase order number:
b) MS Direct Partner Billing Customer Number:
c) Part number and price information:
Insert the Microsoft part number and price information to be billed for the TOTAL number of eligible
PC’s entered in Part IV-3 of the Order Form.
20
(NOTE: The part number and price level information required below is provided to the Direct
Partner on the School V1.0 Price List.)
Microsoft Part Number
Price Level
License Offering
Number of eligible PC’s
(from Part IV-3 of the Order
Form)
Total
Note: Billing currency is the currency in which the reference price is expressed.
21
The above price level will be extended to Reseller for the term of the School Agreement between the
contracting Microsoft affiliate and the Customer. The Reseller’s signature below acknowledges that the
above price level has been reviewed and agreed to by Reseller, subject to the terms and conditions of its
agreement with the contracting Microsoft affiliate.
The undersigned confirms that the Reseller and Distributor information is correct.
Name of Reseller:
Name of Distributor (if applicable):
By:
By:
(signature)
(signature)
Name:
Name:
(printed)
(printed)
Title:
Title:
(printed)
Date: __________________
(printed)
Date: __________________
22
Each participating School or District must complete this Participation Form ONLY if you chose
the “school grouping” box in Part II of the Order Form.
I.
Customer Information:
Name of Participating School or District
Name of purchasing entity aggregating
purchases for you under this School
Agreement
II.
Eligible PC Count:
Number of Pentium (or equivalent), Power Mac, iMAC or better
1. (100% counted)
Number of 286, 386, 486, other Apple, Unix or devices that
2.
you will run the Software on
Total Eligible PC’s
3.
(3=1+2)
As evidenced by your signature below you acknowledge and agree that you have read and understood the
School Agreement terms and conditions and the License Agreement and agree to be bound by the same.
Name of Participating School or District:_________________________________________
By:
____________________________________________________________________
(signature)
Name: ____________________________________________________________________
(printed)
Title:
____________________________________________________________________
(printed)
Date: _______________________________
23
1. License Grant. We grant you the right to run the Software during the term of this agreement and
to extend these same rights to your Users. All such use shall be pursuant to the terms and conditions
set
forth
herein
and
in
the
License
Agreement
located
at
www.microsoft.com/education/pricing/schoolagree. A copy of the License Agreement will be
provided to you at your request. In order to run the most current version of a Microsoft operating
system (Windows or Windows NT Workstation) you must have a valid license for an operating system
on each PC on which the Software is run.
2. Ordering Software. The submission of this agreement to a reseller that we have authorized to
distribute licenses under this agreement in your region (a “Reseller”) together with your purchase order
number for the Software will serve as your offer to purchase temporary licenses to the Software by you
and your Users. Upon our acceptance of your properly completed agreement, we will process your
agreement and send you an Acceptance Letter authorizing your right to run the Software in accordance
with this agreement. Your Reseller will receive an invoice for the licenses you have ordered and your
Reseller will invoice you for those same licenses. You must pay your designated Reseller all amounts
properly invoiced with respect to the licenses as and when required by the terms of your agreement
with your Reseller. In the event that you enter into a new School Agreement with us immediately
following the expiration of this agreement, we will not increase the license prices we charge your
Reseller for new licenses under your new School Agreement by more than ten percent (10%) from
those charged under this agreement, provided the same Software is ordered in substantially the same
quantities. At any time during the term of this agreement, but not after its termination or expiration,
you can convert your temporary licenses to run the Software hereunder to perpetual licenses (“buyout
option”). You must contact your Reseller to exercise your buyout option. If you choose this option,
you will be required to count the current number eligible PCs in your institution and acquire a
perpetual license for the most current version of Microsoft Windows operating system, Microsoft
Office Professional and Microsoft BackOffice Client Access License and the add-on products you
selected at submission of this agreement for each eligible PC. You will have the option of acquiring a
perpetual license for Microsoft Works Standard, Microsoft Encarta Reference Suite, MS Press Office
Starts Here Step-by-Step interactive and Microsoft Visual Studio Professional Edition for either i) all
the eligible PCs, or ii) only those eligible PCs that are currently running those products. The buyout
option will give you a perpetual license for all the Software that you purchase a buyout license for
under this agreement, based upon the number of eligible PCs you identify. You will receive a License
Confirmation for those licenses you acquire exercising your buyout option.
3. Term and Termination. This agreement shall be effective as of the date of our Acceptance Letter
to you and continue in effect for a period of twelve (12) full calendar months, unless earlier terminated.
If a new School Agreement is not in effect within thirty (30) days following termination or expiration
of this agreement, you must confirm to us that you have complied with your notice obligations in
Section 4 and certify to us in writing the number of copies of the Software you have deleted and
removed and/or the number of licenses you have ordered as per Section 2 above. Either of us may
terminate this agreement if the other is in breach of this agreement, and the breaching party does not
cure the breach within thirty (30) days of receiving written notice of such breach. We may terminate
this agreement with immediate effect if you lose your educational accreditation by the applicable
governmental regulatory agency. Sections 3, 4, 5, 6 and 7 shall survive termination or expiration of this
Agreement.
24
4. Facilitating Compliance. You must keep all usual and proper records relating to your
reproduction, distribution and use of the Software. We reserve the right to audit you during the term of
this agreement and for a period of one (1) year thereafter, provided that such audit(s) will be conducted
during normal business hours and in such a manner as not to interfere unreasonably with your
operations. Additionally, you must use reasonable efforts to make your Users aware of the terms and
conditions upon which they are allowed to run the Software. To this end, you must notify all Users that
(a) you have entered into this agreement with us, (b) they are only licensed to run the Software during
the term of this agreement; (c) if you don’t renew this agreement or exercise the buyout option or
otherwise purchase perpetual licenses for the Software, then the Software licensed under this
agreement must be deleted and removed from all computers at the time that this agreement expires or
is terminated and you must periodically publish in your institution-wide publication and applicable
web sites either the then current License Agreement or a reference to the location (either physical or on
a computer network) where the License Agreement can be reviewed. In addition, you will provide all
reasonable cooperation to us to investigate and remedy any unauthorized reproduction of the Software
made available for access or use to your Users.
5. Disabling Mechanisms and No Support Services. We reserve the right to include on any copy of
the Software we make available hereunder any proactive technical disabling mechanisms that would
enable us, with a timed device, to disable the Software once this agreement has expired or is
terminated. As a result, please be advised that you and your Users would likely suffer data loss or
other system errors or malfunctions if they continue to run of the Software after the termination or
expiration of this agreement. Additionally, neither you nor your Users shall be entitled to free
telephone support with respect to the Software.
6. Limited Warranty and Disclaimers. You are provided with a 90-day product warranty and Year
2000 warranty, the terms of which are in your License Agreement. EXCEPT FOR THE LIMITED
WARRANTY PROVIDED IN THE PRECEDING SENTENCE, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, WE DISCLAIM ON OUR OWN BEHALF AND ON
BEHALF OF OUR AFFILIATES ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE, WITH RESPECT TO THE PRODUCTS AND RELATED
MATERIALS. THERE MAY BE SITUATIONS IN WHICH YOU HAVE A RIGHT TO CLAIM
DAMAGES FROM US. WHATEVER THE BASIS FOR YOUR CLAIM (SUCH AS BREACH OF
CONTRACT OR TORT), OUR LIABILITY WILL BE LIMITED TO DIRECT DAMAGES UP TO
THE AMOUNT YOU HAVE PAID UNDER THIS AGREEMENT WITH RESPECT TO THE
PRODUCT GIVING RISE TO YOUR CLAIM. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES OR SUPPLIERS
BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION,
CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF PROFITS OR REVENUES,
BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS)
ARISING IN CONNECTION WITH THIS AGREEMENT, ANY ENROLLMENT OR PRODUCT,
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
25
7.
General. This agreement, which is comprised of the cover page, Address Information Form,
Order Form, Reseller Information Form, Participation Form, License Agreement and these Terms and
Conditions, constitutes the entire agreement between you and us concerning the subject matter hereof,
and merges all prior and contemporaneous communications with respect to such subject matter. The
provisions of these documents control over any provisions in any purchase order or any general terms
and conditions maintained by you or us. To the extent there is any inconsistency between the
provisions contained in Sections 1 through 7 of these terms and conditions and any other part of this
agreement, these terms and conditions shall control. Any amendments in connection with this
agreement not in writing and signed by both parties is not binding. If you wish to assign or transfer
this agreement or your rights or obligations hereunder you must obtain our prior written approval. We
reserve the right to transfer this agreement or our rights and obligations hereunder to one of our
affiliated companies without your prior approval. Except as expressly provided in the following
sentence, if any provision of this agreement is held to be invalid or unenforceable, the remaining
provisions or portions hereof, shall remain in full force and effect, and if the invalidity or
unenforceability is due to the unreasonableness of any provision or portion thereof, the court, or
arbitrator as the case may be, shall reform such provision or portion thereof to be effective to the
maximum extent permitted by law.
26
For Microsoft Internal
Purposes
School Agreement Number
AMENDMENT NO. 1
TO
MICROSOFT SCHOOL AGREEMENT
This Amendment No. 1 to Microsoft School Agreement (this “Amendment”) amends the
Microsoft School Agreement with the School Agreement Number indicated above (the “School
Agreement"), between [________________________] (“you”) and MSLI, LLC (“we” or “us”, as the
case may be). All capitalized terms used but not defined in this Amendment have the meanings
assigned to them in the School Agreement.
I.
Amendment.
4. Section 3 of the License Agreement, Applicable Law, is hereby amended and restated to
read in its entirety as follows:
Applicable law. If this License Agreement and your Campus or School Agreement are entered
into in the United States, they are governed by the laws of the State of Florida, U.S.A. and the
federal laws of the United States. If they are entered into in Canada, they are governed by the
laws of the Province of Ontario, Canada. In that case, each of the parties hereto irrevocably
attorns to the jurisdiction of the courts of the Province of Ontario and further agrees to
commence any litigation which may arise hereunder in the courts located in the Judicial District
of York, Province of Ontario. If this License Agreement and your Campus or School
Agreement are entered into in any other jurisdiction, then local law may apply.
5. Section 5b of the License Agreement, Year 2000 warranty, is deleted and restated to read in
its entirety as follows:
Year 2000 Compliance Warranty. For purposes of this Year 2000 warranty, the team
"Product shall include software, firmware, microcode, hardware and embedded chip
technology.
Vendor warrants that the Product is Year 2000 Compliant. All versions of the Product
offered by the vendor and purchased by the State, for which Vendor is obligated to provide
maintenance service are, and in the future, will be, Year 2000 Compliant. Year 2000
Compliant means the Product will include the ability to: consistently handle date information
before, during, and after January 1, 2000, including accepting date input providing date output,
and processing dates; function before, during and after January 1, 2000, without the need for
program changes caused by the advent of the new century; properly handle all date related
information before and following Jan 1, 2001, including but not limited to accurate and reliable
performance in processing date and date related data, including calculating, comparing and
sequencing; properly process any and all date calculations before, on and after the leap year
date of February 29, 2000 and store and provide output of date information in ways that are
unambiguous as to century.
27
The duration of this warranty and the remedies available to the State for breach of this
warranty shall be as defined in, and subject to, the terms and limitations of any general
warranty provisions of this contract, provided that notwithstanding any provision tot he
contrary in such warranty provision(s), or in the absence of any such warranty provision(s),
defects in the Product with regard to Year 2000 Compliance, if any, will be corrected by
Vendor at Vendor's cost within a timeframe mutually agreed upon with the State. Vendor
cannot be held responsible for errors resulting from devices or systems external to this contract
which are permitted to directly access any database provided under this Agreement and
overwrite Product date fields or from the users improper integration of non-Year 2000
Compliant systems. Nothing in this warranty shall be construed to limit any rights or remedies
the State may otherwise have under this contract with respect to defects other than Year 2000
performance.
Year 2000 Compliance (Software)
The licensor represents and warrants that the software, which is licensed to licensee
hereunder, is designed to be used prior to, during, and after the calendar year 2000 AD, and that
the software will operate during each such time period without error relating to date data,
specifically including any error relating to, or the product of, date data which represents or
references different centuries or more than one century. Without limiting the generality of the
foregoing, Licensor further represents and warrants (1) that the software will not abnormally
end or provide invalid or incorrect results as a result of date data, specifically including date
data which represents of references different centuries or more than one century; (2) that the
software has been designed to ensure year 2000 compatibility, including, but not limited to,
date data century recognition, calculations which accommodate same century and multi-century
formulas and date values, and date data interface values that reflect the century; (3) that the
software included “year 2000 capabilities”, which means the software (a) will manage and
manipulate data involving dates, including single century formulas and multi-century formulas,
and will not cause an abnormally ending scenario within the application or generate incorrect
values or invalid results involving such dates; and (b) provides that all date-related user
interface functionalities and data fields include the indication of century; and (c) provided that
all date-related data interface functionalities include the indication of century.
Year 2000 Remedy Clause
In the event of any decrease in product functionality related to time and date related codes
and internal subroutines that impede the hardware or software programs from operating beyond
the Millennium Date Change, Licensors and Vendors of Licensors products, agree to
immediately make required corrections to restore hardware and software programs to the same
level of functionality as warranted herein at no charge to the licensee, and without interruption
to the ongoing business of licensee, time being of the essence.
6. A new Section 8, Limitation of Remedies, is added to the Terms and Conditions and reads
as follows:
Limitations of Remedies Contractor's entire liability and the State's exclusive remedy shall
be as follows:
In all situations involving performance or non-performance of machines or programming
(other than licensed programs) furnished under this Agreement, the State's remedy is (a) the
28
adjustment or repair of the machine or replacement of its parts by Contractor, or at Contractor's
option, replacement of the machine or correction of programming errors, or (b) if, after
repeated efforts, Contractor is unable to install the machine or a replacement machine, model
upgrade or feature in good working order, or to restore it to good working order, or to make
programming operate, all as warranted, the State shall be entitled to recover actual damages to
the limits set forth in this Special Condition. For any other claim concerning performance or
non-performance by Contractor pursuant to, or in any other way related to the subject matter of,
this Agreement or any order under this Agreement, the State shall be entitled to recover actual
damages to the limits set forth in this Special Condition.
If this contract is for purchase of machines, then the following shall apply. Contractor's
entire liability for damages to the State for any cause whatsoever, and regardless of form of
action, whether in contract or in tort including negligence, shall be limited to the greater of
$100,000 or the appropriate price stated herein for the specific machines that caused the
damages or that are the subject matter of or are directly related to the cause of action. The
foregoing limitation of liability will not apply to (a) the payment of cost and damage awards
referred to in the General Condition 14 entitled "Patents and Royalties", or to (b) claims for
reprocurement costs or the cost of cover pursuant to State Purchasing Rule 60A-1.006(4)
entitled "Default", or to (c) claims for personal injury or damage to real or tangible personal
property caused by Contractor's negligence or tortious conduct.
If this contract is for the purchase of hardware maintenance services, then the following
shall apply: Contractor's entire liability and the State's exclusive remedy for damages to the
State for any cause whatsoever, and regardless of the form of action, whether in contract or in
tort including negligence, shall be limited to actual damages up to the greater of $100,000 or an
amount equal to 12 months maintenance charges for the specific machines under this
Agreement that caused the damages or that are the subject matter of, or are directly related to,
the cause of action. Such maintenance charges will be those in effect for the specific machines
when the cause of action arose. The foregoing limitation of liability will not apply to (a) the
payment of cost and damage awards referred to in General Condition 14 entitled "Patents and
Royalties" or to (b) claims for reprocurement costs or costs to cover pursuant to State
Purchasing Rule 60A-1.006(4) entitled "Default", or to (c) claims by the State for personal
injury or damage to real property or tangible personal property caused by the Contractor's
negligence or tortuous conduct.
If this contract is for purchase of software maintenance services, then the following shall
apply: Contractor's entire liability and the State's exclusive remedy for damages to the State for
any cause whatsoever, and regardless of the form of action, whether in contract or in tort
including negligence, shall be limited to actual damages up to the greater of $100,000 or an
amount equal to 12 months maintenance charges for the specific software product under this
Agreement that caused the damages or that are the subject matter of, or are directly related to,
the cause of action. Such maintenance charges will be those in effect for the specific software
product when the cause of action arose. The foregoing limitation of liability will not apply to
(a) the payment of cost and damage awards referred to in General Condition 14 entitled
"Patents and Royalties", or to (b) claims for reprocurement costs or the cost of cover pursuant
to State Purchasing Rule 60A-1.006(4) entitled "Default", or to (c) claims by the State for
personal injury or damage to real property or tangible personal property caused by Contractor's
negligence or tortuous conduct.
29
If this contract is for services other than hardware or software maintenance, then the
following shall apply: Contractor’s entire liability and the state’s exclusive remedy for
damages to the state for any cause whatsoever, and regardless of the form of action, whether in
contract or in tort including negligence, shall be limited to actual damages up to the greater of
$100,00 or an amount equal to the charges invoiced for the services which are the subject
matter of, or are directly related to, the cause of action. The foregoing limitation of liability
will not apply to (a) the payment of cost and damage awards referred to in “Patents and
Royalties” or to (b) claims for reprocurement costs or costs to cover pursuant to State
Purchasing Rule 60A-1.006(4) entitled “Default”, or to (c) claims by the Department for
personal injury or damage to real property or tangible personal property caused by the
Contractor’s negligence or tortuous conduct
If this contract is for the acquisition of licensed programs, including personal computer
licensed programs, then the following shall apply: Contractor's entire liability and the State's
exclusive remedy shall be as follows: In all situations involving performance or nonperformance of licensed programs furnished under this Agreement, the State's remedy is (1) the
correction by the Contractor of licensed program defects, or (2) if, after repeated efforts, the
Contractor is unable to make the licensed program operate as warranted, the State shall be
entitled to recover actual damages to the limits set forth in this section. For any other claim
concerning performance or non-performance by the Contractor pursuant to, or in any way
related to, the subject matter of this Agreement the State shall be entitled to recover actual
damages to the limits set forth in this section. Contractor's liability for damages to the State for
any cause whatsoever, and regardless of the form of action, whether in contract or in tort
including negligence, shall be limited to the greater of $100,000 or the one time charges paid
for, or any monthly license or initial license charges which would be due for 12 months use of
the licensed program that caused the damages or that is the subject matter of, or is directly
related to, the cause of action and shall include any initial or process charges paid to the
Contractor. This limitation of liability will not apply to (a) the payment of cost and damage
awards referred to in General Condition 14 entitled "Patents and Royalties" or to (b) claims for
reprocurement costs or the cost of cover pursuant to State Purchasing Rule 60A-1.006(4)
entitled "Default", or to (c) claims for personal injury or damage to real or tangible personal
property caused by the Contractor's negligence or tortuous conduct.
Contractor shall hold and save the State harmless for any and all suits and judgments
against the State for personal injury or damage to real or tangible personal property caused by
Contractor's tortuous conduct in the performance of this Agreement provided that, (a) the State
promptly notifies Contractor in writing of any claim, and (b) Contractor shall be given the
opportunity, at its option, to participate and associate with the State in the control, defense and
trial of any claims and any related settlement negotiations and, provided further, that with
respect to any claim, or portion thereof, for which Contractor agrees at the initiation of such
claim that Contractor shall save and hold the State harmless, Contractor shall have the sole
control of the defense, trial and any related settlement negotiations, and (c) the State fully
cooperates with Contractor in the defense of any claim.
In no event, however, will Contractor be liable for (a) any damages caused by the State's
failure to perform the State's responsibilities, or for (b) any lost profits or other consequential
damages, even if Contractor has been advised of the possibility of such damages, or for (c) any
claim against the State by any other party, except as provided in the hold harmless provision of
the preceding paragraph of this Special Condition and except as provided in the General
30
Condition entitled "Patents and Royalties", or for (d) any damages caused by performance or
non-performance of machines or programming located outside the United States or Puerto
Rico.
II.
Effect of Amendment.
You and us agree, on behalf of ourselves and our respective affiliates, that the terms and
conditions of this Amendment are confidential. Each agrees that it will not disclose such terms and
conditions to any third party other than its affiliates, agents, designated or prospective Reseller and
distributors of such Resellers (if any).
Except as specifically amended by this Amendment, all provisions of the School Agreement
shall remain unchanged and in full force and effect. This Amendment is not legally binding until
executed by us and shall become effective on that date. When this Amendment is fully executed, you
will receive a confirming copy.
You shall execute and return two (2) copies of this Amendment to the below address in order
for the terms and conditions of this Amendment to apply.
31
MSLI, LLC
Attn: Dept. 551, Volume Licensing
6100 Neil Road
Suite 210
Reno, NV 89511-1132
Name of University (Entity Name):
Name of contracting Microsoft affiliate:
MSLI, LLC
By:
By:
(signature)
Name:
(signature)
Name:
(printed)
Title:
(printed)
Title:
(printed)
Date:
(printed)
Date:
________________
___________________
STATE OF FLORIDA
By:
(signature)
Name:
(printed)
Title:
(printed)
Date:
______________________
Prepared By: Kaylee Deegan
32
For Microsoft Internal purposes: Microsoft will
provide:
Campus Agreement Number
MICROSOFT CAMPUS AGREEMENT
OVERVIEW. In this agreement the term “you” means the Higher Education Institution, or entity that
submits this agreement to “us”. The term “we” or “us” refers to the Microsoft company that accepts
this agreement and each of its affiliates. Your “Users” shall mean you and those faculty, staff and
students designated by you on the Order Form to run the Software (as defined below). To “run” a
product means to copy, install, use, access, display, run or otherwise interact with it.
The Campus Agreement program gives your Users the right during this agreement to run a platform of
“Software” (Microsoft Windows or Windows NT Workstation Upgrades; Microsoft Office Standard or
Office Professional; Microsoft FrontPage; Microsoft Visual Studio Professional Edition; Microsoft
BackOffice Client Access License; and MS Press Office Starts Here Step-by-Step Interactive and the
add-on products, if any, you have chosen on the attached Order Form) on all the institution-owned or
leased PCs in your institution. If you choose to license less than your entire institution, then you only
have the right to run the Software on those institution-owned or leased PCs that are directly related to
the departments you enroll. You have the option during the term of this agreement to run the most
current version, or any previous version of the Software, in any available language in either a
Macintosh or Windows version, as applicable. If you also choose the Student-owned PC option on the
attached Order Form, then those students at your institution will have the right to run the Software on
the PCs that they own or lease. Faculty and staff also have the right to run one copy of the Software,
for school related activities, on either a laptop or desktop that they own or lease.
To qualify for Campus Agreement, you must count all the part-time and full-time faculty/staff in fulltime equivalents (FTE’s) in your institution or department, and all the student FTE’s if you choose the
Student-Owned PC Option and identify the total on the attached Order Form. To qualify for the
Student-owned PC option you must first choose to license the Institution-owned PC’s. Additionally,
you must fill out the attached Address Information Form and Order Form and sign where indicated
below. You must then submit these documents with your purchase order number to your Reseller.
You should keep a copy of this agreement for your records. We will process your agreement and upon
our acceptance we will send you an Acceptance Letter with an agreement number, confirmation of the
number of FTE’s you have identified, and the license period of this agreement. After we accept the
agreement your Reseller will receive an invoice and you will pay your Reseller the amount they
invoice you.
Your right to run the Software begins as soon as you receive our Acceptance Letter and lasts for twelve
(12) full calendar months. If you choose the Student-owned PC option, the student’s rights are the
same, plus those students who leave the institution during the term will receive a perpetual right to run
the Software that is installed on their PC at the time they leave. You will be responsible for ensuring
that that students leaving your institution receive a license confirmation as required by the License
Agreement (see Exhibit “A”). Upon acceptance, you may order media from your Reseller for the
Software. Prior to the end of the term of the agreement, we will send you a letter inviting you to renew
your Campus Agreement. If you do not choose to renew, you will have the option of i) deleting all the
Software licensed under this agreement; or ii) purchasing perpetual licenses pursuant to the “buyout”
option set forth in the attached Terms and Conditions or otherwise.
33
This agreement consists of (1) this cover page, (2) Address Information Form, (3) Order Form, (4)
Reseller Information Form, (5) the Microsoft Campus Agreement Terms and Conditions, (6) Exhibit
“A” (student license confirmation), and (7) the License Agreement in effect during this agreement. We
will either provide you a copy of the License Agreement in effect or you may view a copy at
www.microsoft.com/education/pricing/campusagree. As evidenced by your signature below i) you
represent that the information on the attached forms is accurate, and ii) you acknowledge and agree
that you have read and understood the terms and conditions of the foregoing documents, all of which
are incorporated herein by this reference, and agree to be bound by the same.
34
Your Name (Higher Education Institution or Purchasing Entity):
_______________________________________________________________________
By:
__________________________________________________________________
(signature)
Name: __________________________________________________________________
(printed)
Title:
__________________________________________________________________
(printed)
Date: _______________________________
Any notices must be addressed to the contacts and locations outlined below. We will notify you in
writing if our address information changes. You must notify us in writing if your address changes.
Notices Information
Customer Information
Your Institutions Name (School or Purchasing
Agent)
Microsoft Information
Name and address of contracting Microsoft
affiliate:
MSLI, LLC
Street Address and/or post office box
6100 Neil Road
Suite 210
City and State / Province
Reno, NV 89511-1137
Country and Postal Code
USA
Contact Name and Title
Phone Number
Phone Number: 775-823-5600
Fax Number
Fax Number: 775-826-7287
Email Address
All NOTICES should have Copy To:
Microsoft Corporation
Law and Corporate Affairs
One Microsoft Way
Redmond, WA 98052
Attn: Education Attorney
35
I. General Customer Information
Your Institution’s Name
(Higher Education Institution or Purchasing Entity)
Your Purchase Order Number
(Must be provided before Agreement will be
processed)
II. Definition of Users
a) Your Users must always consist of all the faculty/staff FTE’s in the entire Higher Education
Institution, or in one or more departments. Please check the applicable box below;
The entire institution
Or
One or more departments or schools (list the departments and/or schools included below :
(Please note that all segments of a department or school should be included, e.g., a Business school should
include
the Business library). If more than 6 departments and/or schools are included, attach a list of names on
separate
piece of paper.
1. _________________________________________________________________________________
2. _________________________________________________________________________________
3. _________________________________________________________________________________
4. _________________________________________________________________________________
5. _________________________________________________________________________________
6. _________________________________________________________________________________
36
b) You may also choose the Student-owned PC Option. If you want to license all your Students on
their own PCs, as described, please check the box below;
Student-Owned PC Option: Students on a computer they own or lease (Complete Part IV(b) below).
III. Campus Software Products
The Campus Agreement grants your Users the right, from the date of acceptance of the Acceptance
Letter until termination or expiration, to run copies of any version of Microsoft Windows or Windows
NT Workstation Upgrades; Microsoft Office Standard or Office Professional; Microsoft FrontPage;
Microsoft Visual Studio Professional Edition; Microsoft BackOffice Client Access License; and MS
Press Office Starts Here Step-by-Step Interactive as well as any of the below add-on products selected
at submission of this agreement. Please check the add on products in the box below you wish to run
during the term of this agreement (in addition to the products listed above) for the total number of
FTE’s entered in Part IV below.
Project
MS Press Windows Starts Here
MS Press Windows NTW Starts
Here
MS Press Web Authoring Starts
Here
V.
Full-Time Equivalent (FTE) Calculation
a) Institution-owned PC’s: The total number of faculty and staff in the institution or in the
schools and/or departments selected in Part II(a) above is: (Non-knowledge workers such as
maintenance, groundskeepers, cafeteria, and mailroom, etc. may be excluded)
1. Full-time Faculty
2. Full-time Staff
Part-time Faculty
(expressed as full-time equivalents)
Part-time Staff
4.
(expressed as full-time equivalents)
Total Full-time and Part-time Faculty and Staff FTE’s (this is
the number of Faculty/Staff FTE’s used to determine your price
5. level)
NOTE: FTE’s must be rounded to nearest whole number
(5 =1+2+3+4)
3.
37
b) Student-owned PC Option (Complete only if you selected Student-owned PC Option in Part II(b)
above). The total number of matriculated/degree-seeking students in the institution or in the
schools and/or departments selected above, based on Fall enrollment, is:
1. Full-time Students
Part-time Students
(expressed as full-time equivalents)
Total Full-time and Part-time matriculated student FTE’s (this is
the number of Student FTE’s used to determine your price level)
3.
NOTE: FTE’s must be rounded to nearest whole number.
(3 =1+2)
2.
You must choose a Large Account Reseller/Authorized Education Reseller (“Reseller”) in your
area. If, at any time during the term of the agreement, you wish to terminate the relationship with
your designated Reseller, or if we discontinue the reseller’s status as a Reseller, you must choose a
replacement. If you intend to change your Reseller, you must notify us and the current Reseller in
writing of the new Reseller you have designated. To avoid purchasing delays when changing
Resellers, you should provide us with 30 days prior written notice.
The following sections should be completed by the Reseller
I. General information: Reseller Headquarter Information and Distributor Information (if
applicable)
Reseller Name
Distributor Name
Headquarters Street Address and/or post
office box
Headquarters Street Address and/or post office
box
City and State / Province
City and State / Province
Country and Postal Code
Country and Postal Code
Contact Name and Title
Contact Name and Title
Phone Number
Phone Number
Fax Number
Fax Number
Email Address
Email Address
Indirect Partner Purchase Order Number
II.
Billing information for Campus Agreement:
d) Direct partner purchase order number:
38
e) Direct Partner Billing Customer Number:
f) Part number and price information:
Insert the Microsoft part number and price information to be billed for the TOTAL number of FTE’s
entered in Part IV of the Order Form.
(NOTE: The part number and price level information required below is provided to the Direct
Partner on the Campus V2.0 Price List.)
Microsoft Part Number
Price Level
License Offering
Number of FTE’s (from Part
IV of the Order Form)
Total (must match total number of FTE’s in part IV of Order Form)
Note: Billing currency is the currency in which the reference price is expressed.
The above price level will be extended to Reseller for the term of this agreement between the
contracting Microsoft affiliate and the higher education institution or purchasing entity. Signature
acknowledges that the above price level has been reviewed and agreed to by Reseller, subject to the
terms and conditions of its agreement with the contracting Microsoft affiliate.
The undersigned confirms that the Reseller and Distributor information is correct.
Name of Reseller:
Name of Distributor (if applicable):
By:
By:
(signature)
(signature)
Name:
Name:
(printed)
(printed)
Title:
Date:
Title:
(printed)
________________
Date:
39
(printed)
__________________
1.
License Grant. We grant you the right to run the Software during the term of this agreement
and to extend these same rights to your Users. Such rights shall be pursuant to the terms and conditions
set
forth
herein
and
in
the
License
Agreement
located
at
www.microsoft.com/education/pricing/campusagree. A copy of the License Agreement will be
provided to you at your request. In order to run the most current version of a Microsoft operating
system (Windows or Windows NT Workstation) you must have a valid license for an operating system
on each PC on which the Software is run.
2. Ordering Software. The submission of this agreement to a reseller that we have authorized to
distribute licenses under this agreement in your region (a “Reseller”) together with your purchase order
number for the Software will serve as your offer to purchase licenses to the Software by you and your
Users. Upon our acceptance of your properly completed agreement, we will process your agreement and
send you an Acceptance Letter authorizing your right to run the Software in accordance with this
agreement. Your Reseller will receive an invoice for the licenses you have ordered and your Reseller
will invoice you for those same licenses. You must pay your designated Reseller all amounts properly
invoiced with respect to the licenses as and when required by the terms of your agreement with your
Reseller. In the event that you enter into a new Campus Agreement with us immediately following the
expiration of this agreement, we will not increase the license prices we charge your Reseller for new
licenses under your new Campus Agreement by more than ten percent (10%) from those charged under
this agreement, provided the same Software is ordered in substantially the same quantities. At any time
during the term of this agreement, but not after its termination or expiration, you can convert your
temporary licenses to run the Software hereunder to perpetual licenses (“buyout option”). You must
contact your Reseller to exercise your buyout option. If you choose this option, you will be required to
count the current number of Pentium, PowerMAC, iMAC or equivalent PCs, plus any additional PCs on
which you choose to run the Software (“eligible PCs”) in your institution and acquire a perpetual license
for the most current version of Microsoft Windows operating system, Microsoft Office Professional and
Microsoft BackOffice Client Access License and the add-on products you selected at submission of this
agreement for each eligible PC. You will have the option of acquiring a perpetual license for Microsoft
FrontPage, MS Press Office Starts Here Step-by-Step interactive and Microsoft Visual Studio
Professional Edition for either i) all the eligible PCs, or ii) only those eligible PCs that are currently
running those products. The buyout option will give you a perpetual license for all the Software that
you purchase a buyout license for under this agreement, based upon the number of eligible PCs you
identify. You will receive a License Confirmation for those licenses you acquire exercising your buyout option.
3. Term and Termination. This agreement shall be effective as of the date of our Acceptance Letter
to you and continue in effect for a period of twelve (12) full calendar months, unless earlier terminated.
If a new Campus Agreement is not in effect within thirty (30) days following termination or expiration
of this agreement, you must confirm to us that you have complied with your notice obligations in
Section 4 and certify to us in writing the number of copies of the Software you have deleted and
removed and/or the number of licenses you have ordered as per Section 2 above. Either of us may
terminate this agreement if the other is in breach of this agreement, and the breaching party does not
cure the breach within thirty (30) days of receiving written notice of such breach. We may terminate
this agreement with immediate effect if you lose your educational accreditation by the applicable
governmental regulatory agency. Sections 3, 4, 5, 6 and 7 shall survive termination or expiration of this
Agreement.
4. Facilitating Compliance. You must keep all usual and proper records relating to your reproduction,
distribution and use of the Software. We reserve the right to audit you during the term of this agreement
25
and for a period of one (1) year thereafter, provided that such audit(s) will be conducted during normal
business hours and in such a manner as not to interfere unreasonably with your operations.
Additionally, you must use reasonable efforts to make your Users aware of the terms and conditions
upon which they are allowed to run the Software. To this end, you must notify all Users that (a) you
have entered into this agreement with us, (b) they are only licensed to run the Software during the term
of this agreement; (c) if you don’t renew this agreement or exercise the buyout option or otherwise
purchase perpetual licenses for the Software, then the Software licensed under this agreement must be
deleted and removed from all computers at the time that this agreement expires or is terminated and you
must periodically publish in your institution-wide publication and applicable web sites either the then
current License Agreement or a reference to the location (either physical or on a computer network)
where the License Agreement can be reviewed. In addition, you will provide all reasonable cooperation
to us to investigate and remedy any unauthorized reproduction of the Software made available for access
or use to your Users.
5. Disabling Mechanisms and No Support Services. We reserve the right to include on any copy of
the Software we make available hereunder any proactive technical disabling mechanisms that would
enable us, with a timed device, to disable the Software once this agreement has expired or is terminated.
As a result, please be advised that you and your Users would likely suffer data loss or other system
errors or malfunctions if they continue to run of the Software after the termination or expiration of this
agreement. Additionally, neither you nor your Users shall be entitled to free telephone support with
respect to the Software.
6. Limited Warranty and Disclaimers. You are provided with a 90-day product warranty and Year
2000 warranty, the terms of which are in your License Agreement. EXCEPT FOR THE LIMITED
WARRANTY PROVIDED IN THE PRECEDING SENTENCE, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, WE DISCLAIM ON OUR OWN BEHALF AND ON
BEHALF OF OUR AFFILIATES ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, WITH RESPECT TO THE PRODUCTS AND RELATED MATERIALS.
THERE MAY BE SITUATIONS IN WHICH YOU HAVE A RIGHT TO CLAIM DAMAGES FROM
US. WHATEVER THE BASIS FOR YOUR CLAIM (SUCH AS BREACH OF CONTRACT OR
TORT), OUR LIABILITY WILL BE LIMITED TO DIRECT DAMAGES UP TO THE AMOUNT
YOU HAVE PAID UNDER THIS AGREEMENT WITH RESPECT TO THE PRODUCT GIVING
RISE TO YOUR CLAIM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY
INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES,
DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF
BUSINESS INFORMATION, OR OTHER LOSS) ARISING IN CONNECTION WITH THIS
AGREEMENT, ANY ENROLLMENT OR PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
26
7. General. This agreement, which is comprised of the cover page, Address Information Form, Order
Form, Reseller Information Form, License Agreement and these Terms and Conditions, constitutes the
entire agreement between you and us concerning the subject matter hereof, and merges all prior and
contemporaneous communications with respect to such subject matter. The provisions of these
documents control over any provisions in any purchase order or any general terms and conditions
maintained by you or us. To the extent there is any inconsistency between the provisions contained in
Sections 1 through 7 of these terms and conditions and any other part of this agreement, these terms and
conditions shall control. Any amendments in connection with this agreement not in writing and signed
by both parties is not binding. If you wish to assign or transfer this agreement or your rights or
obligations hereunder you must obtain our prior written approval. We reserve the right to transfer this
agreement or our rights and obligations hereunder to one of our affiliated companies without your prior
approval. Except as expressly provided in the following sentence, if any provision of this agreement is
held to be invalid or unenforceable, the remaining provisions or portions hereof, shall remain in full
force and effect, and if the invalidity or unenforceability is due to the unreasonableness of any provision
or portion thereof, the court, or arbitrator as the case may be, shall reform such provision or portion
thereof to be effective to the maximum extent permitted by law.
27
Please complete the
following:
Campus Agreement Number
End Date of Campus Agreement
Name of Higher Education
Institution
Student Name
Student Identification Number
Today’s Date
CAMPUS AGREEMENT STUDENT LICENSE CONFIRMATION
1. GRANT OF LICENSE. Licensor hereby grants you the right to run one copy of the version number and
language of the Software Product(s) identified below which you have installed on your PC per the right
granted to you by the Institution under the Campus Agreement Program. Your right to use each Software
Product shall be governed by and subject to the relevant section(s) of the most current License Agreement
which you may view at www.microsoft.com/education/pricing/campusagree.
Product Description
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
 Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse
engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such
activity is expressly permitted by applicable law notwithstanding this limitation.
 Separation of Components. The SOFTWARE PRODUCT is licensed as a single product. Its component
parts, if any, may not be separated for use on more than one computer.
 Rental. You may not rent, lease, or lend the SOFTWARE PRODUCT.
 Support Services. Customers acquiring software under the Microsoft Campus Program are not entitled to
free telephone support.
3. COPYRIGHT. All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to
any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the
SOFTWARE PRODUCT), and any copies of the SOFTWARE PRODUCT are owned by Microsoft or its
suppliers. The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions.
Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material except that you
may install the SOFTWARE PRODUCT on a single computer provided you keep the original solely for
backup or archival purposes.
4. LIMITED WARRANTY AND DISCLAIMERS. You are provided with a 90-day product
warranty and Year 2000 warranty, the terms of which are in your License Agreement. EXCEPT FOR
THE LIMITED WARRANTY PROVIDED IN THE PRECEDING SENTENCE, TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ON OUR OWN BEHALF AND
ON BEHALF OF OUR AFFILIATES ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, WITH RESPECT TO THE PRODUCTS AND RELATED MATERIALS.
28
THERE MAY BE SITUATIONS IN WHICH YOU HAVE A RIGHT TO CLAIM DAMAGES FROM
US. WHATEVER THE BASIS FOR YOUR CLAIM (SUCH AS BREACH OF CONTRACT OR
TORT), OUR LIABILITY WILL BE LIMITED TO DIRECT DAMAGES UP TO THE AMOUNT
YOU HAVE PAID UNDER THIS AGREEMENT WITH RESPECT TO THE PRODUCT GIVING
RISE TO YOUR CLAIM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY
INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES,
DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF
BUSINESS INFORMATION, OR OTHER LOSS) ARISING IN CONNECTION WITH THIS
AGREEMENT, ANY ENROLLMENT OR PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
29
For Microsoft Internal
Purposes
Campus Agreement Number
AMENDMENT NO. 1
TO
MICROSOFT CAMPUS AGREEMENT
This Amendment No. 1 to Microsoft Campus Agreement (this “Amendment”) amends the
Microsoft Campus Agreement with the Campus Agreement Number indicated above (the “Campus
Agreement"), between [________________________] (“you”) and MSLI, LLC (“we” or “us”, as the
case may be). All capitalized terms used but not defined in this Amendment have the meanings assigned
to them in the Campus Agreement.
I.
Amendment.
1. Section 3 of the License Agreement, Applicable Law, is hereby amended and restated to read
in its entirety as follows:
Applicable law. If this License Agreement and your Campus or School Agreement are entered
into in the United States, they are governed by the laws of the State of Florida, U.S.A. and the
federal laws of the United States. If they are entered into in Canada, they are governed by the
laws of the Province of Ontario, Canada. In that case, each of the parties hereto irrevocably
attorns to the jurisdiction of the courts of the Province of Ontario and further agrees to
commence any litigation which may arise hereunder in the courts located in the Judicial District
of York, Province of Ontario. If this License Agreement and your Campus or School Agreement
are entered into in any other jurisdiction, then local law may apply.
2. Section 5b of the License Agreement, Year 2000 warranty, is deleted and restated to read in
its entirety as follows:
Year 2000 Compliance Warranty. For purposes of this Year 2000 warranty, the team "Product
shall include software, firmware, microcode, hardware and embedded chip technology.
Vendor warrants that the Product is Year 2000 Compliant. All versions of the Product
offered by the vendor and purchased by the State, for which Vendor is obligated to provide
maintenance service are, and in the future, will be, Year 2000 Compliant. Year 2000 Compliant
means the Product will include the ability to: consistently handle date information before, during,
and after January 1, 2000, including accepting date input providing date output, and processing
dates; function before, during and after January 1, 2000, without the need for program changes
caused by the advent of the new century; properly handle all date related information before and
following Jan 1, 2001, including but not limited to accurate and reliable performance in
processing date and date related data, including calculating, comparing and sequencing; properly
process any and all date calculations before, on and after the leap year date of February 29, 2000
and store and provide output of date information in ways that are unambiguous as to century.
30
The duration of this warranty and the remedies available to the State for breach of this
warranty shall be as defined in, and subject to, the terms and limitations of any general warranty
provisions of this contract, provided that notwithstanding any provision tot he contrary in such
warranty provision(s), or in the absence of any such warranty provision(s), defects in the Product
with regard to Year 2000 Compliance, if any, will be corrected by Vendor at Vendor's cost
within a timeframe mutually agreed upon with the State. Vendor cannot be held responsible for
errors resulting from devices or systems external to this contract which are permitted to directly
access any database provided under this Agreement and overwrite Product date fields or from the
users improper integration of non-Year 2000 Compliant systems. Nothing in this warranty shall
be construed to limit any rights or remedies the State may otherwise have under this contract
with respect to defects other than Year 2000 performance.
Year 2000 Compliance (Software)
The licensor represents and warrants that the software, which is licensed to licensee
hereunder, is designed to be used prior to, during, and after the calendar year 2000 AD, and that
the software will operate during each such time period without error relating to date data,
specifically including any error relating to, or the product of, date data which represents or
references different centuries or more than one century. Without limiting the generality of the
foregoing, Licensor further represents and warrants (1) that the software will not abnormally end
or provide invalid or incorrect results as a result of date data, specifically including date data
which represents of references different centuries or more than one century; (2) that the software
has been designed to ensure year 2000 compatibility, including, but not limited to, date data
century recognition, calculations which accommodate same century and multi-century formulas
and date values, and date data interface values that reflect the century; (3) that the software
included “year 2000 capabilities”, which means the software (a) will manage and manipulate
data involving dates, including single century formulas and multi-century formulas, and will not
cause an abnormally ending scenario within the application or generate incorrect values or
invalid results involving such dates; and (b) provides that all date-related user interface
functionalities and data fields include the indication of century; and (c) provided that all daterelated data interface functionalities include the indication of century.
Year 2000 Remedy Clause
In the event of any decrease in product functionality related to time and date related codes
and internal subroutines that impede the hardware or software programs from operating beyond
the Millennium Date Change, Licensors and Vendors of Licensors products, agree to
immediately make required corrections to restore hardware and software programs to the same
level of functionality as warranted herein at no charge to the licensee, and without interruption to
the ongoing business of licensee, time being of the essence.
3. A new Section 8, Limitation of Remedies, is added to the Terms and Conditions and reads as
follows:
31
Limitations of Remedies Contractor's entire liability and the State's exclusive remedy shall be as
follows:
In all situations involving performance or non-performance of machines or programming
(other than licensed programs) furnished under this Agreement, the State's remedy is (a) the
adjustment or repair of the machine or replacement of its parts by Contractor, or at Contractor's
option, replacement of the machine or correction of programming errors, or (b) if, after repeated
efforts, Contractor is unable to install the machine or a replacement machine, model upgrade or
feature in good working order, or to restore it to good working order, or to make programming
operate, all as warranted, the State shall be entitled to recover actual damages to the limits set
forth in this Special Condition. For any other claim concerning performance or non-performance
by Contractor pursuant to, or in any other way related to the subject matter of, this Agreement or
any order under this Agreement, the State shall be entitled to recover actual damages to the limits
set forth in this Special Condition.
If this contract is for purchase of machines, then the following shall apply. Contractor's
entire liability for damages to the State for any cause whatsoever, and regardless of form of
action, whether in contract or in tort including negligence, shall be limited to the greater of
$100,000 or the appropriate price stated herein for the specific machines that caused the damages
or that are the subject matter of or are directly related to the cause of action. The foregoing
limitation of liability will not apply to (a) the payment of cost and damage awards referred to in
the General Condition 14 entitled "Patents and Royalties", or to (b) claims for reprocurement
costs or the cost of cover pursuant to State Purchasing Rule 60A-1.006(4) entitled "Default", or
to (c) claims for personal injury or damage to real or tangible personal property caused by
Contractor's negligence or tortious conduct.
If this contract is for the purchase of hardware maintenance services, then the following shall
apply: Contractor's entire liability and the State's exclusive remedy for damages to the State for
any cause whatsoever, and regardless of the form of action, whether in contract or in tort
including negligence, shall be limited to actual damages up to the greater of $100,000 or an
amount equal to 12 months maintenance charges for the specific machines under this Agreement
that caused the damages or that are the subject matter of, or are directly related to, the cause of
action. Such maintenance charges will be those in effect for the specific machines when the
cause of action arose. The foregoing limitation of liability will not apply to (a) the payment of
cost and damage awards referred to in General Condition 14 entitled "Patents and Royalties" or
to (b) claims for reprocurement costs or costs to cover pursuant to State Purchasing Rule 60A1.006(4) entitled "Default", or to (c) claims by the State for personal injury or damage to real
property or tangible personal property caused by the Contractor's negligence or tortuous conduct.
If this contract is for purchase of software maintenance services, then the following shall
apply: Contractor's entire liability and the State's exclusive remedy for damages to the State for
any cause whatsoever, and regardless of the form of action, whether in contract or in tort
including negligence, shall be limited to actual damages up to the greater of $100,000 or an
amount equal to 12 months maintenance charges for the specific software product under this
Agreement that caused the damages or that are the subject matter of, or are directly related to, the
cause of action. Such maintenance charges will be those in effect for the specific software
product when the cause of action arose. The foregoing limitation of liability will not apply to (a)
the payment of cost and damage awards referred to in General Condition 14 entitled "Patents and
Royalties", or to (b) claims for reprocurement costs or the cost of cover pursuant to State
Purchasing Rule 60A-1.006(4) entitled "Default", or to (c) claims by the State for personal injury
32
or damage to real property or tangible personal property caused by Contractor's negligence or
tortuous conduct.
If this contract is for services other than hardware or software maintenance, then the
following shall apply: Contractor’s entire liability and the state’s exclusive remedy for damages
to the state for any cause whatsoever, and regardless of the form of action, whether in contract or
in tort including negligence, shall be limited to actual damages up to the greater of $100,00 or an
amount equal to the charges invoiced for the services which are the subject matter of, or are
directly related to, the cause of action. The foregoing limitation of liability will not apply to (a)
the payment of cost and damage awards referred to in “Patents and Royalties” or to (b) claims
for reprocurement costs or costs to cover pursuant to State Purchasing Rule 60A-1.006(4)
entitled “Default”, or to (c) claims by the Department for personal injury or damage to real
property or tangible personal property caused by the Contractor’s negligence or tortuous conduct
If this contract is for the acquisition of licensed programs, including personal computer
licensed programs, then the following shall apply: Contractor's entire liability and the State's
exclusive remedy shall be as follows: In all situations involving performance or nonperformance of licensed programs furnished under this Agreement, the State's remedy is (1) the
correction by the Contractor of licensed program defects, or (2) if, after repeated efforts, the
Contractor is unable to make the licensed program operate as warranted, the State shall be
entitled to recover actual damages to the limits set forth in this section. For any other claim
concerning performance or non-performance by the Contractor pursuant to, or in any way related
to, the subject matter of this Agreement the State shall be entitled to recover actual damages to
the limits set forth in this section. Contractor's liability for damages to the State for any cause
whatsoever, and regardless of the form of action, whether in contract or in tort including
negligence, shall be limited to the greater of $100,000 or the one time charges paid for, or any
monthly license or initial license charges which would be due for 12 months use of the licensed
program that caused the damages or that is the subject matter of, or is directly related to, the
cause of action and shall include any initial or process charges paid to the Contractor. This
limitation of liability will not apply to (a) the payment of cost and damage awards referred to in
General Condition 14 entitled "Patents and Royalties" or to (b) claims for reprocurement costs or
the cost of cover pursuant to State Purchasing Rule 60A-1.006(4) entitled "Default", or to (c)
claims for personal injury or damage to real or tangible personal property caused by the
Contractor's negligence or tortuous conduct.
Contractor shall hold and save the State harmless for any and all suits and judgments against
the State for personal injury or damage to real or tangible personal property caused by
Contractor's tortuous conduct in the performance of this Agreement provided that, (a) the State
promptly notifies Contractor in writing of any claim, and (b) Contractor shall be given the
opportunity, at its option, to participate and associate with the State in the control, defense and
trial of any claims and any related settlement negotiations and, provided further, that with respect
to any claim, or portion thereof, for which Contractor agrees at the initiation of such claim that
Contractor shall save and hold the State harmless, Contractor shall have the sole control of the
defense, trial and any related settlement negotiations, and (c) the State fully cooperates with
Contractor in the defense of any claim.
In no event, however, will Contractor be liable for (a) any damages caused by the State's
failure to perform the State's responsibilities, or for (b) any lost profits or other consequential
damages, even if Contractor has been advised of the possibility of such damages, or for (c) any
claim against the State by any other party, except as provided in the hold harmless provision of
33
the preceding paragraph of this Special Condition and except as provided in the General
Condition entitled "Patents and Royalties", or for (d) any damages caused by performance or
non-performance of machines or programming located outside the United States or Puerto Rico.
II.
Effect of Amendment.
You and us agree, on behalf of ourselves and our respective affiliates, that the terms and
conditions of this Amendment are confidential. Each agrees that it will not disclose such terms and
conditions to any third party other than its affiliates, agents, designated or prospective Reseller and
distributors of such Resellers (if any).
Except as specifically amended by this Amendment, all provisions of the Campus Agreement
shall remain unchanged and in full force and effect. This Amendment is not legally binding until
executed by us and shall become effective on that date. When this Amendment is fully executed, you
will receive a confirming copy.
You shall execute and return two (2) copies of this Amendment to the below address in order for the
terms and conditions of this Amendment to apply.
34
MSLI, LLC
Attn: Dept. 551, Volume Licensing
6100 Neil Road
Suite 210
Reno, NV 89511-1132
Name of University (Entity Name):
Name of contracting Microsoft affiliate:
MSLI, LLC
By:
By:
(signature)
Name:
(signature)
Name:
(printed)
Title:
(printed)
Title:
(printed)
Date:
(printed)
Date:
__________________
________________
STATE OF FLORIDA
By:
(signature)
Name:
(printed)
Title:
(printed)
Date:
__________________
Prepared By: Kaylee Deegan
35
For Microsoft Internal Use Purposes
Enrollment Number
Master Agreement Expiration Date
Customer must complete the following:
Master Agreement Number
Name of Customer signing Master Agreement
MICROSOFT EDUCATION SELECT ENROLLMENT AGREEMENT
This MICROSOFT EDUCATION SELECT ENROLLMENT AGREEMENT is entered into
between the following companies as of the date identified under Microsoft’s signature below.
____________________________________
____________MSLI, LLC___________________
Company
Contracting Microsoft Affiliate
Address: _____________________________
Address: _____6100 Neil Road________________
_____________________________________
_________________Suite 210_________________
_____________________________________
_____________Reno, NV 89511-1137___________
Telephone: ___________________________
Telephone:____775-823-5600__________________
Fax:_________________________________
Fax: ________775-826-7287___________________
Email: _______________________________
For the Attention of: ____________________
For the Attention of: Dept. 551, Volume Licensing
Terms used in this enrollment shall have the meanings assigned to them in the Master Agreement identified
above. By signing this enrollment, you represent and warrant that:
a. You have read and understood the Master Agreement identified above, including any addenda
and amendments to that agreement (specifically including but not limited to the current version of the use
terms), and agree to be bound by those terms.
b. You are an eligible education customer and an affiliate of the entity that signed the Master
Agreement identified above.
c. You expect to acquire licenses equivalent to at least 500 points during the term of this
enrollment.
This enrollment consists of (1) this cover page, (2) Address Information Form, (3) Affiliate Participation
Form, (4) Reseller Information Form, and (5) the Product Lists and the use terms in effect during the Master
Agreement identified above. By signing below, you represent that the information that you provide on each
of the attached forms is accurate.
36
Name of Company (Entity Name):
Name of contracting Microsoft affiliate:
MSLI, LLC
By:
By:
(signature)
(signature)
Name:
Name:
(printed)
(printed)
Title:
Date:
Title:
(printed)
__________________
The enrollment and attached
documents
should be sent to the following
address for
approval and processing:
Date:
MSLI, LLC
6100 Neil Road
Suite 210
Reno, NV 89511-1137
37
(printed)
____________________
Telephone Number (country code-area codephone number):
775-823-5600
Facsimile Number (country code-area codephone number):
775-826-7287
Address Information Form
(The following information must be completely filled in by the Customer for Microsoft to accept this
agreement)
Any notices must be addressed to the contact and locations outlined below. We will notify you in writing
if our address information changes. You must notify us in writing if your address changes.
Notices Information
Customer Information
Company Name
Microsoft Information
Name and address of contracting Microsoft
affiliate
MSLI, LLC
Street Address and/or post office box
6100 Neil Road
Suite 210
City and State / Province
Reno, NV 89511-1137
Country and Postal Code
USA
Contact Name
Phone Number
Phone Number - 775-823-5600
Fax Number
Fax Number - 775-826-7287
Internet Address
Microsoft Corporation
Law and Corporate Affairs
One Microsoft Way
Redmond, Washington USA 98052
Attention: Select Attorney
38
Shipping Information
License Confirmations and Select CD-ROMs will be shipped to the following address. If CD-ROM ship
address differs from the License Confirmation ship address, please complete the Welcome Kit/CD-ROM
shipment address section on the following page.
License Confirmation Information
(if different from notices address above)
Customer Name
Microsoft Contact Information
Microsoft Account Manager Name
Street Address
Microsoft Office Location
City and State / Province
Microsoft Contact Email Address (if
applicable)
Country and Postal Code
Contact Name
Phone Number
Fax Number
Internet Address
Language (If different than language of this
agreement)
Microsoft will automatically ship ONE SELECT CD-ROM subscription with a Welcome Kit for
each pool and language designated in the table below. If your right to purchase licenses under a
particular pool has been terminated (for failure to comply with your forecast), Microsoft will
discontinue shipment of subscriptions for that pool. Please mark each box with an “X” for the
language(s) you wish to have shipped for each of the pools you have chosen on the Master
Agreement identified on the cover page. You may only enroll in the pool or pools designated
under the Master Agreement. If you would like to receive additional shipments of CD-ROM
subscriptions you may order them through your Large Account Reseller for a fee.
Language
Application Pool
System Pool
Arabic
Basque
Brazilian
Catalan
Chinese-Simplified
Chinese-Traditional
Czech
Danish
Dutch
East European
39
Server Pool
English
Finnish
French
French Canadian
German
Greek
Hebrew
Hungarian
International English
Italian
Japanese
Korean
Norwegian
Polish
Portuguese
Russian
Spanish
Swedish
Thai
Turkish
Welcome Kit / CD-ROM Shipment Contact (if different from License Confirmation contact)
Company Name
Contact Name
Street Address
Phone Number
City and State / Province
Fax Number
Country and Postal Code
Internet Address
40
Affiliate Participation Form
(The following information must be completed by the customer and updated, as necessary, by written notice
to the contracting Microsoft affiliate.)
List the affiliates which will sublicense products from you under this enrollment. The entities must be
grouped by country. Attach additional sheet(s) if necessary. Affiliates not listed below will not be licensed
under this agreement. Listing an affiliate on this form does not preclude that affiliate from signing its own
enrollment.
Names of affiliates not becoming enrolled affiliates, but
receiving products by sublicensing from you
Name of Country
41
Reseller Information Form
You must choose a Large Account Reseller authorized in your area. If, at any time during the term of
the agreement, you wish to terminate the relationship with your designated Large Account Reseller, or
if we discontinue the reseller’s status as Large Account Reseller, you must choose a replacement. If
you intend to change Large Account Resellers, you must notify us and the old Large Account Reseller
in writing of the new Large Account Reseller you have designated. To avoid purchasing delays such a
change might entail, you should provide us with 30 days prior written notice.
(The following sections should be completed by the Large Account Reseller)
Large Account Reseller Headquarter Information
Large Account Distributor Information
(if applicable)
Reseller Name
Distributor Name
Headquarters Street Address and/or post office
box
Headquarters Street Address and/or post office
box
City and State / Province
City and State / Province
Country and Postal Code
Country and Postal Code
Contact Name
Contact Name
Phone Number
Phone Number
Fax Number
Fax Number
Internet Address
Internet Address
The undersigned confirms that the Large Account Reseller and Large Account Distributor information
is correct.
42
Name of Large Account Reseller:
Name of Large Account Distributor (if
applicable):
By:
By:
(signature)
Name:
(signature)
Name:
(printed)
Title:
Date:
(printed)
Title:
(printed)
_________________
Date:
43
(printed)
____________________
Services Agreement Number DR-001-FL
Reseller must complete the following:
Microsoft Business Agreement Number U0275474
MICROSOFT SERVICES AGREEMENT-STATE & LOCAL
This MICROSOFT SERVICES AGREEMENT is entered into between the following entities as of the effective date
identified below. If different from the main contact information, any notices must be addressed to the contact and
locations outlined in the notice section below. We will notify you in writing if our address information changes. You
must notify us in writing if your address changes.
Agency Name
State of Florida, Department of Management Services
Street Address and/or post office box
4050 Esplanade Way
Suite #3155
City and State / Province
Tallahassee. FL
Country and Postal Code
32399-0950
Contact Name
Vonnie Allen
Phone Number
(850)487-2304
Fax Number
(850)488-5498
Email Address
allenv@dms.state.ft.us
For the Attention of:
Vonnie Allen
Customer Notices Information (if different than above)
Agency Name
Name and address of contracting Microsoft affiliate
Microsoft Consulting Services, Public Sector
Street Address and/or post office box
5335 Wisconsin Avenue, NW
Suite #600
City and State / Province
Washington, DC
Country and Postal Code
20015
Phone Number
(202)895-2000
Fax Number
(202)364-8853
Email Address
coreyg@Microsoft.com
For the Attention of:
Corey A. Griffin
The agreement and attached documents should be sent to the
above address for approval and processing.
All NOTICES should have Copy To:
Microsoft Corporation. Law and Corporate Affairs
Street Address and/or post office box
One Microsoft Way
City and State / Province
Redmond, WA
Country and Postal Code
USA 98052
Contact Name
Phone Number
Fax Number
425-936-7329
Email Address
For the Attention of:
a Microsoft.com
For the Attention of:
Services Attorne
This agreement consists of (1) this cover page, (2) the attached terms and conditions, (3) the terms of the Microsoft
Business Agreement identified above (except that the definitions of the terms "you", "we", and "us" in this agreement
supercede the definition for these terms provided in the Microsoft Business Agreement), (4) any work order entered into
under this agreement, and (5) any services description entered into under this agreement.
By signing below, you represent that you are either the party that signed the Microsoft Business Agreement, or are an
affiliate of the entity that signed the Microsoft Business Agreement identified at the top of this cover page, and that the
information you provide on this and each of the attached forms is accurate.
44
MICROSOFT SERVICES AGREEMENT
TERMS AND CONDITIONS
1. Definitions. In this agreement, "you" means, as the context requires, the agency that has signed this
agreement with us or the affiliate that signs a work order or services description; "we" or "us" means, as the
context requires, the Microsoft entity that has signed this agreement or the affiliate that signs a work order or
services description; and "affiliate" has the meaning given to it in the Microsoft Business Agreement identified
on the cover page of this agreement.
2. Services. We agree to provide support and consulting services under the terms and conditions of this
agreement. The precise scope of the services will be specified in work orders (for consulting services) or
services descriptions (for support services) entered into under this agreement. A work order template is
attached as Exhibit A to this agreement. Services descriptions offered by us as of the Effective Date of this
agreement are attached as Exhibit B to this agreement. Actual services to be provided by us under a work
order or service description will be those described in a work order or service description executed by you and
us. You or any of your affiliates can enter into work orders and services descriptions under this agreement
with our local affiliate. Our ability to deliver the services depends upon your full and timely cooperation, as
well as the accuracy and completeness of any information you provide. This agreement does not obligate
either of us or any of our affiliates to enter into any work order or services description.
3. Fees and expenses. You agree to pay us the fees described in each work order and services description, and
reasonable out-of-pocket travel and living expenses (if any). You agree to pay within 30 days of the date of
our invoice. We will not change our fees during the term of a work order or services description, but we may
adjust fees prior to entering any new work order or services description. Our fees exclude taxes, duties, tariffs
or other governmental charges or expenses (including, without limitation, any value added taxes), and such
applicable taxes will be billed to and paid by you. We are responsible for taxes based upon our personal
property ownership and net income. We will assess a finance charge of the lesser of 1.5% per month (except
in Canada, where the charge shall be 18% per annum, accrued, calculated and payable monthly) or the highest
amount allowed by law on all past due amounts. Failure to pay for more than 60 days after the date of invoice
shall be a material breach.
4. Supportability. During the term of a services description, we can add support for new products or
discontinue support for products that are obsolete or the intellectual property rights of which are sold to
another company. If we discontinue support for a product, we must give you six months prior notice. If we sell
to another company the intellectual property rights to a product, we will give you notice of the sale and either
(i) arrange for the other company to continue the support immediately; or (ii) continue support ourselves for
90 days to give you time to make alternative arrangements.
There may be cases where your implementation of our products cannot be effectively supported. As part of
providing the support services, we will notify you if we reach that conclusion. If you do not modify that
implementation to make it effectively supportable within 30 days after the notice, we will not be obligated to
provide additional support services for that particular implementation.
We will provide support services only for Microsoft products that are validly licensed.
5. Ownership and license. Software and materials that we provide in connection with the services will be
provided object to the following provisions:
a. Consulting Services. Each work order will specify the rights in computer software and materials delivered
under it.
45
b. Support Services. We license you the bug fixes, workarounds, patches, beta fixes and builds in accordance
with the terms set forth in the Microsoft Business Agreement. We may also provide other computer
software and materials in connection with support services. The services description will specify the rights
in the computer software and materials for those services.
c. Knowledge Base. We may use any technical information we derive from providing the services relating to
problem resolution, troubleshooting, product functionality enhancements and fixes, for our knowledge base.
We agree not to identify you or disclose any of your confidential information in any item in the knowledge
base.
6. Term and termination. This agreement shall remain in effect until terminated. You may terminate this
agreement, any work order or services description for convenience by giving us 30 days written notice. Either
party may terminate this agreement or any work order or services description if the other party is in material
breach or default of any obligation that is not cured within 30 days notice of such breach. You agree to pay all
fees for services performed and expenses incurred prior to termination. Termination of this agreement will
terminate all outstanding work orders and services descriptions.
7. Survival. The provisions regarding fees and expenses, ownership and license, and miscellaneous of this
agreement, and any provisions specified as surviving in a work order or services description, survive any
termination or expiration of this agreement, any work order or services description.
8. Insurance. At all times when we will be performing services on your premises, we will have the following
insurance coverage:
a. Commercial General Liability covering bodily injury and property damage liability with a limit of not less
than $1,000,000 each occurrence;
b. Workers' Compensation (or maintenance of a legally permitted and governmentally approved program of
self - insurance) covering our employees under applicable workers' compensation laws for work-related
injuries suffered by our employees;
c. Employer's Liability with limits of not less than $1,000,000 each accident; and
d. Software Errors and Omissions Liability covering damages arising out of negligent acts, errors, or
omissions in the performance of this agreement, with a limit of liability of not less than $2,000,000 each
claim.
We will provide you with certificates of insurance evidencing this coverage on request.
9. Miscellaneous.
a. Entire Agreement. The documents identified on the cover page of this agreement constitute our entire
agreement concerning the subject matter hereof, and supersede any other prior and contemporaneous
communications. The terms of these documents shall control in the following order: (i) the Microsoft
Business Agreement; (ii) this Microsoft Services Agreement; (iii) any work order or services description.
The terms of any purchase order or any general terms and conditions you or your affiliates maintain, other
than those mandatory terms required by statute or regulation, do not apply. This agreement can be changed
only by an amendment signed by both parties.
46
b. Independent Contractor; Subcontractors. We provide our services as an independent contractor, and will
be responsible for any and all social security, unemployment, workers' compensation and other withholding
taxes for all of our employees. We may use subcontractors to perform services, in which case we will be
responsible for the performance of those subcontractors.
c. Cost or Pricing Data. We will not, under any circumstances, accept work that would require the
submission of cost or pricing data, or be obligated to provide such data, including without limitation, any
modifications to any work order or this Agreement.
d. Obligation in Lieu of Indemnity. In lieu of any obligation by you to indemnify us under this agreement, a
work order or service description, you agree that you shall be completely responsible for any cost and
damages arising from any claim, lawsuit, or other action to which your indemnity obligation would
otherwise apply.
47
Microsoft Business Agreement Number
Microsoft Services Agreement Number
AMENDMENT No. 1
TO
MICROSOFT SERVICES AGREEMENT - STATE & LOCAL
This amendment is made and entered into by and between the undersigned for the purpose of amending
Microsoft Services Agreement - State & Local ( "agreement" or "contract") identified above between State of
Florida, Department of Management Services ("State" or "you") and Microsoft Corporation ("we", "us",
or "contractor"). All terms used but not defined in this amendment will have the meanings assigned to such
terms in the Microsoft Business Agreement or the services agreement.
1.
Amendment.
1. Section 2, Services, is hereby revised in its entirety to read as follows:
2. Services. We agree to provide support and consulting services under the terms and conditions of this
agreement. The precise scope of the services will be specified in work orders (for consulting services)
or services descriptions (for support services) entered into under this agreement. You or any of your
affiliates can enter into work orders and services descriptions under this agreement with our local
affiliate. Our ability to deliver the services depends upon your full and timely cooperation, as well as
the accuracy and completeness of any information you provide. This agreement does not obligate either
of us or any of our affiliates to enter into any work order or services description.
2. Section 3, Fees and expenses, is hereby revised in its entirety to read as follows:
Invoicing and payment: We shall be paid upon submission of a proper invoice as described below to the
purchaser at the prices stipulated on the work order or services description agreed to in writing by you
and us, after delivery and acceptance of services, less deductions if any, as provided. Invoices shall
contain the contract number, purchase order number and our SPURS vendor number. An original and
three (3) copies of the invoice shall be submitted. Failure to follow these instructions may result in delay
in processing invoices for payment. INTEREST PENALTIES: Payment shall be made in accordance
with Section 215.422, Florida Statutes, which states our rights and your responsibilities concerning
interest penalties and time limits for payment of invoices. VENDOR RESPONSE SYSTEM: To access
an interactive Voice Response System for vendor payment inquiry, vendors may call between 7 a.m. and
6 p.m. Monday through Friday to check on the status of payments by State agencies as provided on State
purchase orders. The system can accommodate English and Spanish speaking callers. VENDOR
OMBUDSMAN: We are aware of the following time frames: Upon receipt an agency has five (5)
working days to inspect and approve the services, unless the work order specifies otherwise. You have
20 days to deliver a request for payment (voucher) to the Department of Banking and Finance. The 20
days are measured from the latter of the date the invoice is received or the services are approved. If a
payment is not available within 40 days, a separate interest penalty set by the Comptroller pursuant to
Section 55.03 FS, will be due and payable, in addition to the invoice amount to the vendor. To obtain the
applicable interest rate, we will contact the agency purchasing office. Interest penalties of less than one
(I) dollar will not be enforced unless we request payment. Invoices which have to be returned to us
because of our preparation errors will result in a delay in the payment. The invoice payment
requirements do not start until a properly completed invoice is provided to the agency. A Vendor
Ombudsman has been established within the Department of Banking and Finance. The duties of this
individual include acting as an advocate of vendors who may be experiencing problems in obtaining
48
timely payments) from a State agency. State Purchasing shall review the conditions and circumstances
surrounding non-payment, and unless there is a bona fide dispute, State Purchasing may, in writing,
authorize us to reject and return purchase orders from you until such time as you comply with the
provisions of Section 215.422, F.S
Notwithstanding any other provision of this paragraph, time and materials consulting services shall be
accepted and approved upon performance of such services and the provision by us of an invoice
identifying the hours worked by us by labor category, and the applicable hourly rates and total charges
for the preceding month. Our fees exclude taxes, duties, tariffs or other governmental charges or
expenses (including, without limitation, any value added taxes), and such applicable taxes will be billed
to and paid by you. We are responsible for taxes based upon our personal property ownership and net
income.
3. Section 9a, Entire Agreement, is hereby revised in its entirety to read as follows:
a. Entire Agreement. The documents identified on the cover page of this agreement constitute our
entire
agreement concerning the subject matter hereof, and supersede any other prior and contemporaneous
communications. The terms of these documents shall control in the order specified in Amendment No. 1
to the Microsoft Business Agreement. The terms of any purchase order or any general terms and
conditions you or your affiliates maintain, other than those mandatory terms required by statute or
regulation, do not apply. This agreement can be amended or changed only by operation of law or an
amendment signed by both parties.
4. Section 9d, Obligation in Lieu of Indemnity, is hereby revised in its entirety to read as follows:
9.d. Your responsibility for distribution of deliverables. To the extent permitted by Florida law, you
agree that you will be completely responsible for any costs and damages, pursuant to any settlement
between the parties or any adjudicated claim or action, arising from or relating to any services
deliverables that you distribute.
5. A new section 10, Additional conditions, is hereby added to the agreement and reads as follows:
a. Special Accommodation. Any person requiring a special accommodation at State Purchasing
because of a disability should call State Purchasing at (904) 488-8440 at least five (5) workdays prior to
the negotiations. If you are hearing or speech impaired, please contact the Division by using the Florida
Relay Service, which can be reached at 1 (800) 955-8771 (TDD).
b. Deliverables. The following paragraph is added at the end of Section 2, "Services"; of the
agreement: Information technology consulting and product support services supplied by us under this
agreement are provided to assist the State. The State shall be responsible for the operation and use of
any deliverables provided under any work order resulting from this agreement, and for ensuring that
they meet State's requirements.
c. Notice regarding employment of aliens. The employment of unauthorized aliens by any contractor
is considered a violation of section 247A(e) of the Immigration and Nationalization Act. If we
knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of the
Services Agreement and any existing work orders.
d. Travel and Living Expenses. Invoices for travel and living expenses, as authorized under provisions
of this agreement, shall be submitted in accordance with Section 112.061, Florida Statutes.
49
e. Purchases Under $2,500. State and its affiliates have the option to purchase from non-contract
vendors provided the cost is below $2,500. State agencies are encouraged to use the State Visa
Purchasing Card for all purchases under $2, 500.
f. Price Protection. Our labor rates for information technology consulting services as of the Effective
Date of this services agreement are attached to this agreement as Appendix A to the Services
Agreement, Information Technology Consulting Services Rates. We reserve the right to revise our labor
rates not more than once in any 12-month period. Otherwise, rates for information technology
consulting services may be adjusted off our then current labor rates for such services, for project or
volume hours, by mutual agreement of you and us. Estimated total fees for consulting services under
each work order will be as agreed by the parties in each work order.
g. Changes In Personnel. We may assign, reassign and substitute personnel at any time. In the event it
becomes necessary for us to substitute key personnel, such substitution will take place in consultation
with the State.
h. Default. Material failure by us to perform according to this agreement and the scope of work after the
notice and cure period specified in Section 6 of this services agreement shall be cause for us to be found
in default, and, if State elects to terminate this service agreement or any applicable work order or
services description, the State's damages shall include any and all reprocurement costs. Any termination
of this services agreement by State due to our default may also result in (i) our name being removed
from State Purchasing vendor mailing list, and (ii) all State agencies being advised not to do business
with us without written approval from State Purchasing.
i. Intellectual Property. Any ideas, concepts, know-how, data processing techniques, software,
documentation, diagrams, schematics or blueprints developed exclusively by our personnel in connection
with information technology consulting services provided to State will be our exclusive property. Any
joint or future software development effort will be subject to a work order signed by you and us, wherein
all ownership and license rights to such developed product shall be specified in detail. In the absence of
such agreement, the following terms shall apply: Each party shall maintain sole ownership of its own
software and materials, which are independently developed or owned solely by State or us, respectively
(`pre-existing work'). Nothing in this Agreement shall affect in any way our or a third party's, ownership
of all right, title and interest in and to any of our or such third party's, system software, application
software, routines, techniques, ideas or formulae which may be utilized in whole or in part by us in
performing services for State, or any modifications, enhancements or derivative works thereof, which
shall remain our sole property. Our commercial off-the shelf products ("commercial products') which are
provided under a work order will be licensed to State in accordance with the terms of the end-user
license agreement packaged with such product. We will grant State a non-exclusive, perpetual, fully paid
up license to use, reproduce and modes our pre-existing work for the State's internal business operations.
You grant us a non-exclusive license to use, reproduce and modify any pre-existing work of State during
and solely for the performance of the particular work order. All rights in any computer code or materials
(other than commercial product or pre-existing work) developed by us and provided to State under a
work order ("developments') will be jointly owned by us and State. Each party will be free to use,
reproduce, and modify the developments for any purpose whatsoever, without any obligation of
accounting or payment of royalties, provided that State agrees to limit its use, reproduction and
modification of developments for its internal business operations. Each party shall be the sole owner of
any modifications that it makes based on the developments. All rights not expressly granted are reserved.
j. State Responsibilities. The State understands that our performance may be dependent on the State's
timely and effective satisfaction of the State's responsibilities under the agreement and timely decisions
50
and approvals by the State. We shall be entitled to rely on all decisions and approvals of the State in
connection with its services under this agreement.
k Surcharge Fee & Summary of Total Sales: We will pay the State or its assignee a surcharge fee of 1
% on the amount of payments received by us from you for Services provided to you under this
agreement. The surcharge fee will be paid by us and must be included in submitted prices and cannot be
added as a separate item. Use of this agreement will be optional by you. After receipt of payment for the
services, all surcharge fees shall be payable to the State of Florida no later than 15 days after the end of
each quarter. The surcharge fee and contract number should be noted on the check and remitted to the
State at the address designated by you. We shall furnish State Purchasing a services report by agency
after the end of each quarter. By submission of these services reports and corresponding surcharge
deposits, we certify their correctness. All such reports and fee deposits shall be subject to audit by the
State of Florida. Summary information shall include the State contract number, our name and the total of
each service provided. Failure to comply with these requirement, after the notice and cure period
specified in Section 6 of the agreement, will result in us being found in default, in which case any and all
re procurement costs and all outstanding surcharge fees may be charged against us and may result in
immediate, unilateral cancellation of this agreement.
II.
Effect of Amendment.
Except as specifically amended by this amendment, all provisions of the agreement identified above
shall remain unchanged and in full force and effect. This amendment is not legally binding until
executed by both parties and shall become effective on the date of signature of the contracting
Microsoft affiliate. When this amendment is fully executed, you will receive a confirming copy.
You must execute and return two (2) copies of this amendment to the below address on or before
January 15, 2001, in order for the terms and conditions of this amendment to apply.
Microsoft Corporation
Attn: MCS, Public Sector
5335 Wisconsin Avenue, NW
Suite #600
Washington, DC 20015
51
MICROSOFT SERVICES AGREEMENT
TERMS AND CONDITIONS
EXHIBIT B
SUPPORT SERVICES DESCRIPTIONS
OFFERED BY MICROSOFT CORPORATION AS OF THE EFFECTIVE DATE OF THE
MICROSOFT SERVICES AGREEMENT
(Actual support services to be provided by Microsoft will be those described in any Services
Description(s) executed by Microsoft and the State of Florida or any of its affiliates)
[ATTACH CURRENT SERVICE DESCRIPTIONS]
52
MICROSOFT SERVICES AGREEMENT
WORK ORDER TEMPLATE
MICROSOFT CONSULTING SERVICES
MICROSOFT SERVICES AGREEMENT
WORK ORDER NO. - (MCS )
This work order is made pursuant to the Microsoft Services Agreement (the "agreement") effective on
___________________________, by and between ______________________________________ ("you" or
"yours") and Microsoft Corporation ("we", "us" or "our") and is incorporated therein by reference.
1.
2.
Services. We shall perform the services identified below for you. Dates provided herein are estimates
only.
Rates. The hourly rates shown below shall be applicable to this work order. Any total fee stated herein
is an estimate only.
We shall invoice you monthly for services performed and expenses incurred during the previous period. Our
invoices for payment should be directed to your representative for payment at the address shown below (you
will provide).
Contact:
Address:
City:
State:
Zip:
Mailstop (if any):
Telephone:
Fax:
Email:
Purchase Order No. (if any):
3.
Period of Performance. Services under this work order will begin on_______________________. The
Expiration Date of this work order is ______________________ , or such later date as the work
contemplated by this work order has been completed.
4.
Ownership and License.
[TO BE INSERTED BASED ON NATURE OF WORK ORDER]
5.
Indemnification.
[MAY BE INSERTED DEPENDING ON NATURE OF WORK ORDER]
THEREFORE, the parties have executed this work order in duplicate originals.
53
MICROSOFT CORPORATION
[Customer]
By: ________________________
Signature
By: ______________________
Signature
_____________________________
Name (Print)
_________________________
Name (Print)
_____________________________
Title
_________________________
Title
_____________________________
Effective Date
_________________________
Date
54
COMMODITY NUMBERS
252-030-540
252-260-540
252-590-540
252-920-540
252-920-540
973-599-540
MICROSOFT SOFTWARE APPLICATIONS
MICROSOFT SOFTWARE DEVELOPMENT TOOLS
MICROSOFT SOFTWARE OPERATING SYSTEMS
MICROSOFT SOFTWARE UTILITIES
MICROSOFT ENTERPRISE AGREEMENT
MICROSOFT CONSULTING SERVICES
55
MICROSOFT SOFTWARE
PRICE SHEET
TO VIEW PRICING CLICK ON THE FOLLOWING LINKS:
Software & Enterprise Agreement
Premier Support Pricing
Service Pricing
http://www.florida.shi.com
56
Microsoft Corporation
ORDERING INSTRUCTIONS
NOTE:
ALL ORDERS SHOULD BE DIRECTED TO:
SPURS VENDOR NUMBER:
VENDOR:
91-1144442-127
Microsoft Corporation (A)
CONSULTING
ORDERS OR INFORMATION:
DIRECT INQUIRY TO:
NAME AND TITLE:
Paul Cotter Engagement Manager
ADDRESS:
5335 Wisconsin Ave. N.W., Suite 600
CITY, STATE, ZIP:
Washington, DC 20015
TELEPHONE:
202-895-2033
ORDERING FAX NO.:
425-936-7329 (Attn:Pcotter)
REMIT ADDRESS:
Same
PREMIER
ORDERS OR INFORMATION:
DIRECT INQUIRY TO:
NAME AND TITLE:
Erica Marley, Premier Contract Sales
ADDRESS:
One Microsoft Way, SAMM D 4031
CITY, STATE, ZIP:
Redmond, WA 98052
TELEPHONE:
425-704-4768
ORDERING FAX NO.:
425-936-7329 (Attn: Ericama)
REMIT ADDRESS:
Lock Box #844510, 1404 Elm Street, 5th floor
CITY, STATE, ZIP:
Dallas, TX 75284-4510
57
MICROSOFT CORPORATION
SOFTWARE/BID
INFORMATION:
DIRECT INQUIRY TO:
NAME AND TITLE:
Bob Ward, Account Executive
ADDRESS:
807 Longmeadow Lane
CITY, STATE, ZIP:
Tallahassee, FL 32312
TELEPHONE:
850-294-9040
URL HOME PAGE ADDRESS.:
www.microsoft.com
ELECTRONIC MAIL ADDRESS: boward@microsft.com
58
ORDERING INSTRUCTIONS
NOTE:
ALL ORDERS SHOULD BE DIRECTED TO: All orders except Consulting
SPURS VENDOR NUMBER: F-223009648-001
VENDOR:
Software House International (P)
STREET ADDRESS OR P.O. BOX:
CITY, STATE, ZIP:
TELEPHONE:
2 River Drive
Somerset, NJ 08873
732-868-8766
TOLL FREE NO.:
800-543-0432
ORDERING FAX NO.:
REMIT ADDRESS:
CITY, STATE, ZIP:
732-868-6055
P. O. Box 8500-41155
Philadelphia, PA 19178
WILL ACCEPT THE VISA CARD
PRODUCT
INFORMATION:
DIRECT INQUIRY TO:
NAME AND TITLE:
Michael Bench, Account Executive
ADDRESS:
2 Rivers Drive
CITY, STATE, ZIP:
Somerset, NJ 08873
TELEPHONE:
352-597-2880
ORDERING FAX NO.:
800-543-0432
URL HOME PAGE ADDRESS: http://www.florida.shi.com
ELECTRONIC MAIL:
michael_bench@shi.com
(Rev 30 April 02)
59