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Affiliate of Customer, Customer must promptly notify Microsoft of this fact, and Microsoft may <br />terminate the divested Registered Affiliate's registration. <br />e. Affiliate termination. If (1) a Registered Affiliate terminates its registration as a result of a <br />breach by Microsoft, or (2) if Microsoft terminates Registered Affiliate's registration because it <br />has ceased to be an Affiliate of Customer, or (3) Registered Affiliate terminates a registration <br />for non -appropriation of funds, or (4) Microsoft terminates a registration for non-payment due <br />to non -appropriation of funds„ then the Registered Affiliate will have the following options <br />with regard to any Orders it has under the agreement: <br />(i) For Licenses available on a perpetual basis, it may immediately pay the total remaining <br />amount due, including all installments, in which case the Registered Affiliate will have <br />perpetual Licenses for all copies of the Products it has ordered, or <br />(ii) It may pay only amounts due as of the termination date, in which case the Registered <br />Affiliate will have perpetual Licenses for:" <br />1) all copies of all Products for which payment has been made in full (including the <br />latest version of Products under Software Assurance coverage), and <br />2) the number of copies of Products it has ordered (including the latest version of <br />Products under Software Assurance) for which payment has been made in <br />installments that is proportional to the total of payments made versus total amounts <br />due if the early termination had not occurred. <br />Nothing in this section shall affect perpetual License rights acquired either in a separate <br />agreement or In a prior term of the terminated registration. <br />f. Effect of termination. When this agreement, a registration or an Order is terminated, <br />(i) Each affected Registered Affiliate must order Licenses for all copies of Products it has <br />run for which it has not previously submitted an Order. Except for the options provided <br />above in the event of termination of a Registered Affiliate's registration, any and all <br />unpaid payments or any order of any kind, including subscription services, immediately <br />become due and payable. <br />(ii) Registered Affiliate's right to Software Assurance benefits under this agreement ends for <br />all Software Assurance for which payment has not been made in full. <br />10. How to renew an Order. <br />Microsoft will provide prior notice of expiration of any Software Assurance ordered under the <br />agreement advising Customer of its Software Assurance renewal options. Microsoft may make a <br />change to this program that will make it necessary for Customer to enter into a new agreement to <br />renew Software Assurance. <br />To maintain Software Assurance coverage for any copies previously ordered under this <br />agreement, Registered Affiliate must submit an Order for another term of Software Assurance for <br />those Licenses prior to or on the expiration of the previous term. <br />Consequences of non -renewal. If Registered Affiliate elects not to place another Order for <br />Software Assurance and it otherwise allows Software Assurance for any copies of any Products <br />licensed to lapse, then the Registered Affiliate will not be permitted to order Software Assurance <br />for those copies later without first acquiring L&SA. <br />Renewing Software Assurance. If Registered Affiliate is placing an Order for Software <br />Assurance from multiple Select programs or is consolidating multiple previous Enrollments or <br />agreements into this agreement, please complete the multiple previous Enrollment form. <br />SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2012) Page 8 of 16 <br />Document X20.04874 <br />