Item 23 - Amend an Agreement for Volume Licensing/Maintenance for Microsoft Software/Products

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• • 48, • • g, Reorganizations, conseliclat"is and privatizations. If the nLxnber of licenses covered by -an Enrollment charges by more than tell percent as a result of (1) a regvganization, onsolidatlon or privatization of an entity or an operating division, (2) a privatization of an ctan Affiliate or an operating division of Ervoiled Affiliate or y of its Affiliates, or (3) a Consoliddioa including a rnerger with a IIA-d 'party that has an existing agreement or Enrollment, Microsoft rl( wrark With Enrolled Affiliate In good faith 40 <I�oimin�e Ilow to arcot- niodate its than d circurnstances in the coNext of this Agreement. a r rig capres o re clefs an re- maging rig #s. a. General. Enrolled Affiliate may make as many copies of Products, as it needs to distriWe them within the rzn;wprise. Cbl;ies rm wt be true and complete (including copyrigtrt and trademark notices) from maslerrcopies oUlned from a Microsoft approved ftfi illnient source. Enrolled Affiliate mery use a thitid party to make these copies, b(a Enrolled Afflkzie agrees If M111 be responsible forany third party's actions. Eorolied Affiliate agrees � make reafionah e efforts to notify its errooyees, agents: and any other individuals who use the ProcIluct5 that Lh 1wFOCkrcts are licensed from Microsoft and subject to the terms of this Agreemere!. b. ColAes for train inglevakjadon arrd ba,ck-up, For all Products allier than Online Services, Enrolled Affiliate may: (1) use by to 20 complimentafy capes of any licensad f rOCIUCt In a dedicated trains Ig f4cility on its premises for purposes of training on drat perlicutai' Product, (2) use Lip to 10 corF-,ptinlontary copies of any Products for a 60-day evaluation period, and (3) use one cornpli'mentary copy of any.liconsed Product for bacic-up or archival purposes for each 0 Its distinct gs;ographic locations. Trial;; for Gnlinrr Services may be available if specified in file Use Rights. c, Bight to re -Image, in certain cases. ie-irnagiryj is permitted using the Product madia. if the MicrosoY. Product is licensed (1) from an original equipmentmarY;rfyctuer (OEM), (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then med a provided under this Agreeimen6nay generally be used to create images for usa in place of copies provided through that separate sok rce, This right is conditional upon the followhig: (i) Separate Licenses must be acquired from the separate source for each Product that is Fe- lmaged, Tha Product, language, version, and components of the copies made rnusl be identical to, .the Product, language, version, @nd all components of the copies they replace and the nurrlber of copies car instances of the re -imaged ProdUC[ permitted remains the name. I (iii) Except for copies of an operiting system and copies of Products licensed Linder another lMicrosoft program, the Product type (e.g,. Upgrade or foil License) re -imaged must he identical to the Product type licensed fron) the separate source. (iv) Enroll, d A(Fiaiate must adwre 10 any PrOdLICI-specific processes or requirements for re - Imaging identifial In the Product Terms, Re -imaged Products remain subject to the tearrs anci use rg i s oft1le C2nse acquire ram %, the separate source. This subsection does not create ar extend arty Miciosott warrant or support ebligaYC41. Tiora�"sferrWd r"rriHjLic s. a. Liconso transfers. License hransfers are not permitted, except that customer Oran Enrolled Affiliate may transfer only fi;fhf-pIbid perpetual I,Icenses to: (i) an Affiliate, or {ii a third party solely in connection wills the transfer of hardr7oor em ees to w ior%5e icenses have been assigr)d as part of (A) a pri'vatizatfori ca an Affliiate or aw4o L.R2D1.+F'qf{IJ�rsl r �r1c3;1 av0 r I Ui>cu+7t� rx x2Q 1U209