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Exhibit 2
<br />Licensing Solution Provider Agreement Number PSA-0001530
<br />This Licensing Solution Provider Agreement is made and entered into this 22nd day of October 2019, by and
<br />between Software One, Inc., a Wisconsin corporation ("CONTRACTOR"), and the COUNTY OF RIVERSIDE,
<br />a political subdivision of the State of California, ("COUNTY").
<br />WHEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain Microsoft
<br />Enterprise Agreement (Master Agreement No. 8084445; the "Master Agreement"), effective August 23, 2019,
<br />under which COUNTY has the ability to enter into one or more enrollments to order certain Microsoft product
<br />licenses;
<br />WHEREAS, CONTRACTOR desires to provide support to COUNTY and its Enrolled Affiliates (as
<br />defined in the Master Agreement) for said licenses under this Agreement and hereby represents that it has the
<br />skills, experience, and knowledge necessary to perform under this Agreement; and
<br />WHEREAS, COUNTY desires to accept CONTRACTOR's services under this Agreement.
<br />NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby
<br />acknowledged, the parties agree as follows:
<br />1. This Agreement covers all enrollments for all products licensed under the Master Agreement. All terms
<br />and conditions of the Master Agreement, attached as Exhibit E of this Agreement and incorporated by
<br />reference, shall apply to the purchase of related products and services.
<br />2. This Agreement is available for use by all government entities within the State of California (an `Enrolled
<br />Affiliate") for the duration of the Term (defined below in section 4). Enrollment documents will contain
<br />the terms and conditions specific to each entity.
<br />3. CONTRACTOR agrees to extend the same pricing, terms, and conditions as stated in this agreement to
<br />each and every government entity in the State of California. Terms and conditions are governed by this
<br />Agreement, the Master Agreement, and the applicable enrollment documents for each entity. Entities shall
<br />make purchases in their own name, make direct payment to CONTRACTOR, and be liable directly to
<br />CONTRACTOR for all obligations.
<br />3.1 COUNTY shall in no way be responsible to CONTRACTOR for Enrolled Affiliates' purchases
<br />and obligations. COUNTY shall in no way be responsible to other entities for their purchases or
<br />any acts or omissions of CONTRACTOR, including but not limited to product selection or
<br />implementation, services or other related matters.
<br />3.2 CONTRACTOR shall notify Enrolled Affiliate in writing of the terms and conditions stated in
<br />Section 11.
<br />4. This Agreement shall be effective from November 1, 2019 through October 31, 2021, unless terminated
<br />earlier (the "Term").
<br />5. Hold Harmless/Indemnification:
<br />5.1 CONTRACTOR shall indemnify and hold harmless the County of Riverside, its Agencies,
<br />Districts, Special Districts and Departments, their respective directors, officers, Board of
<br />Supervisors, elected and appointed officials, employees, agents and representatives (individually
<br />and collectively hereinafter referred to as Indemnitees) from any liability, action, claim or damage
<br />whatsoever, based or asserted upon any services, or acts or omissions, of CONTRACTOR, its
<br />P2SV 152 OCT 22 2019 �(,�
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