Item 18 - Agreement for Microsoft Software Volume Licensing and Maintenance

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operating division of Enrolled Affiliate or an Affiliate. (l3) a reorganization, or (C) a consolidation. i Upon such transfer, Customer'or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable. b. Notification of l,lociise Transfer. Enrollee} Affiliate must notify Nlicrosofi of a License transfer by completing a license transfer form, which can be obtained from iittrs:llwwtw.microsofl.conlll:censInglr;niilrncts and sending the completed Corm to Microsoft before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides to the transferee, and ilia transferee accepts in .writing, documents sufficient to enable the transferee to ascertain the sc;oKie, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includinglhe applicable Use flights, use and transfer restrictions, warranties and limitations of liability). Any License transfer not made in compliance with this section will be void. i c, Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must be assigned to a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described in the Use Rights. 6. Teem and termination. a. Term. The tern of this Agreement will be 36 full calendar months from the effective stale unless terminated by either party cgs described below. Each Enrollment will have the term provided in that Enrollment. b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' written notice. In the event or termination, new Enrollments will not he accepted, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by ibis Agreement. a, Mld-term termination for non appropriation of Fufids. Enrolled Affiliate may terminate this Agreement or an Enrollment wifhout liability, penalty or ►urthe'r obligation to make payments if funds to make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for cause. Without limiting any other remedies it may Have, either party may terminate an Enrollment if the other tarty materially breaches its obligations under this Agreement, including any obligation to submit orders or pay invoices. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice of its intent to termfnate and an opportunity to cure the breach. If Microsoft gives such notice to an Enrolled Affiliate, Microsoft also will give Customer a copy of that notice and Customer agrees to help resolve the breach. If the breach affects other Enrollments and cannot be resolved between Microsoft and Enrolled Affiliate, together with Customer's help, within a reasonable period of time, Microsoft may terminate this Agreement and all Enrollments under it. If an Enrolled Affiliate ceases to be Customer's Affiliate, it must prontpily notify Microsoft, and Microsoft may terminate the former Affiliate's Enrollment. If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because Enrolled Affiliate ceases to be Customer's Affiliate, then Enrolled Affiliate will have the early lermination rights described in the Enrollment. e, Carly termination. if ('1) an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be tin Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for' non - appropriation of funds, or (4) Microsoft terminates an Enrolirnent for non-payment due to non - appropriation of funds; then the Enrolled Affiliate will have the following options: It may Immediately pay the total remaining amount due, including all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered: or F_A2016A(p(U:i),,LCi(EPP(.,)(t+IOVL10IC-) 11n(le 5 of 11 i nn(:urnFr(1 X21140209 I