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11 <br />operating division of Enroiled Affiliate or an Affiliale, (B) a reoiganlzalion, or (C) a <br />consolidation. <br />.Upon such transfer, Cuslonwr'cr Enrolled Affiliate must twinstayl tend discv)tintle usli'Lg the <br />licensed Product and render any copies unusab!r~. <br />b. Notification of License Traosfer. Enrolled llffitiaOtril notiry Nli0soft afer <br />by completing a license'. transfer form, which can be obtained from <br />liktn_1,r�rwr�.nvcrosoft.crnillcenslnnlcrnrir ic15 and sending the completed fdorni to Microsoft <br />before the License transfer. No License transfer will be Yalid unless Enrolled Affiliale provides <br />to the transferee, and the transferee accepts in writing, docunierits sufficient to enable the <br />transferee to ascertain the sgcop,% purpo.,e and ta6lations of the rights granted by Microsof <br />i Under the licenses being transferrers (incKriingthe applicable Use Rights, use and Vansfe <br />. restrictions, warranties and li(rlitaiions of liabilit n Li s t i r <br />rrfilh this section �u411 he void, � <br />I 4*internal Assignment of Licenses and Software Assurance. Ucenses and Software <br />1}+ssurance must be assigned to a single user -or device within the Enterprise, Llcenses and <br />$oliware Assurance Ma be reassi ned within the Enlcr rise as described in ye Use Ri hts. <br />Term and tennination. <br />a. Term. The term of OilsAgreemertt will be 36 full calendar tmanths from the effective dale unless <br />.terminated by either. party a5 described below. Each Enrollment well have the term pro�,^ided in <br />that Enroltment. <br />U. TermInation without cause, Ether party may terminate this Agreement, wilhotltl"on <br />160 days' tivriiten malice, In the evenl of termination, new Enrollments will not he accepted, #vat <br />any eyWing Enrollment will conlinve for the term of such Enrollment and will continue to be <br />governed by this Agreement. <br />c. Mid-term termination for non appropriation of Funds. Enrolled Affiliate may terminate this <br />Agreernent or an Enrollment w.`hout liability, penalty or further ohligatlon to lnalce paymerits if <br />ands to make payments under the Aq-eemcrnt or Enrolment are not appropriated or afloc;sCed <br />� <br />by the Enrolled Affiliate for such purpose, <br />d. Ter•rrAnalion for cause. Wilhout Mmitirlg arty other remedies It may hake, etcher party may <br />tenl(i;bate an Enrollment if M6 other party materially breaches its obligations tinder li1i <br />Agreement, including any obligaltico to submit orders or pay invoices. Except where the breac <br />is ley its nature not arrable mvitl-An 30 days, (lie terminating party must give the other party 3 <br />days' notice cif its irAoni to terminate and an opportunity to cure the breach, <br />If Microsoft gives such nootice to an Enrolled Affiliate, PACrOSON also will give C LISIOmer a copy <br />f that notice and CLWonner srcjrees to I 1p resolve the breach. If the breach affects othE <br />Enrollments and cannot be resolved between Microzicft and Enrolled Afflllale, together wit, <br />CurtolT er's help, within a reasonable period of time, Microsoft may terminate this Ac(reerrenl <br />ncl all Ftiroliments under it, If an Er, -oiled Affiliate ceases to be Customer's Affiliate, it mus <br />promplly notify Microsoft, and Microsoft may terminate the former AfNate's Forobment. If a( <br />Enrolled Affiliate terminates its Enrobiient as a result of a breach by Micrctsaft, or if Microso <br />terminates an Enrollment because Enrc�led Affiliate ceases to be Customer's Affiliate, then <br />Enrolled Affiliate will have the early teriv�.nation rights described in the Enrollment, <br />o, <br />e. Early termination. If (1) an Enrolled Affiliate terminales its Enrollment. as a resell of a brertch <br />lCueased <br />y Microsoft, or (2) if Microsot4 terminates an Enrollment because the Enrolled Affiliate has <br />to be ,in Militate of Customer, or (3) EnrWed Alfilinle termnates an Enr�iment for non <br />ppropriation Of funds, or (4) Microsoft terminate., an Enrollment far non-payment due to non- <br />ppropriation of funds.. then the Enrolled Affiliate will have the following options: <br />) It may immediately pay the total remaining amaterlt dais, in;*iding all trlslalltnerxs, in which <br />case, the Errotled Affiliate i idl leave perpetual rights for:ilt Licenses it has ordered; or <br />i <br />r=FS r7nf;�'{L-i4:iL .-1 r(�'0 �q I '+sr--P <br />i rinernnE'nl M2R•in�n!1 <br />I <br />i <br />