Item 18 - Agreement for Microsoft Software Volume Licensing and Maintenance

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14. Miscellaneous. a. Use of contractors. Nticrosoft may use contractors to perform services, but wilt be responsible for their performance subject to the terms of this Agreement b. Microsoft as independent contractor, The parties are independent contractors. Enrolled Affiliate and Microsoft each may develop products independently without using tho other's Confidential Information c. Notices. Notices to Microsoft must be sent to the address on the signature form. Notices must be in writing and will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. micrasoft may provide information to Enrolled Affiliate about upcoming ordering deadlines, services, and subscription information in electronic form, including by email to contacts provided by Enrolled Affiliate. Entails will be lrealeU as delivered on the transmission date. cl. Agreement, not exclusive. Customer is free to enter into acireements to license, use or promote non -Microsoft products. c. Amendments. Any amendment to this Agreement must be executed by both parties, except that Microsoft may change the Product Terms and the Use Rights from time to time In accordance with the terms of this Agreement, Arty conflicting terms and conditions contained in art Enrolled Affiliate's purctlase order will not apply, Microsoft may require Customer to sign a new agreement or an arnendment before an Enrolled Affiliate enters into an Enrollment under this agreement. I f. Assignment. Either party may assign this Agreement to an Affiliale, but must notify the other party in writing -of the assignment. Any other proposed assignment must be approved by the non -assigning party in writing. Assignment will not relieve the assigning party of its obligations cinder the assigned agreement Any attempted assignment Without required approval will be void. r g. Applicable law; dispute resolution. The terms of this Agreement will be governed by the laws of Customer's state, withotit giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Cuslamer's state. h. Severability. If any provision 'tnithis agreement is held to be unenforceable, the balance of the r'igreernent will remain in full farce and effect. i, Waiver. Failure to enforce any' provision of this agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party. j. No third party beneficiaries. This Agreement does not create any third•parly beneficiary rights. k, Survival. All provisions survive termination or expiration of This Agreement except those requiring performance only during the team of the Agreement. I. Managoment and Reporting. Customer and/or Enrolled Affiliate may manage account details (e.g., contacts, orders, Licenses, software downloads) on Microsoft's Volume Licensing Service Center (" VLSC') web site (or successor site) at fit isJ/wvnv nrcrosoft com/licensiliglservn:ecenter. Upon the effective dale of this Agreement and any Enrollments, the contacts) identified for this purpose will be provided accr;ss to this site and may authorize additional users and contacts. in. Order of precedence. In the case of a conflict between any documents in this Agreement that Is not expressly resolved in those documents, their terms will control in Ilse following order from highest to lowest priority: (1) this Enterprise Agreement, (2) any Enrollment, (3) the Product Terms, (4) the Online Services Terms, (5) orders submitted under this Agreement, and (6) any other documents in this Agreement, Teirns In nn awen(hnenl cuntiol over the amended docurnent and any prior ameodrnents concerning the same subject miller. ERA)$1iA,4i(US)SLG(E1gG)fhovl016j 1 r.3ge 10f)f 11 Uorumenl %20 10209