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i I I operating division of Enrolled Affiliate or an Affiliate. (13) a reoi'Qanixatloa, or (C) u consolidation, Upon SUCK transfer, Customer`t)r Enrolled Affiliate must unfnstoll and discontinue lasing the k,onsed Product and rendor any copies unusable. b. Notificatlon of License Trtrristor, Enrolled Affiliate itlust notify Mirmsofl of a License Iransfer by completing a ilcensd transfer form, which can be obtained from httn:llwwrr.r>icrosafi c ornllicen�;a lrrnilrsic s and sending the completed fdrnn to Microsoft I before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides I to the transferee, and ilia transferee accepts In writing, documents sufficient to enable the transferee to ascertain the soobe, purpose and liinilations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer restriolions,warranties and limitations of liability). Any License transfer not made In camplionce with this section will be void. i c. internal Assignment of Licenses aiad Software Assurance. Licenses and Software j Assurance must be assigned to a single user or device within they Enterprise. licenses and I Soitward Assurance may be reassigned wifhin the Enterprise as described in the Use Rights, 6. Term and terinination. a. Term. The term of this Agreement will be36 frill calendar nionths from tho effective date unless lerminatetl by either party as described below. Each Enrollment will have the term provided In that Enrollment. b. Terml0ation without cartsa. Either party may terminate this Agreement,without Cause,upon 60 days'written inolii:e. In the etrenl of termination, new Enrollments will not be accepted, but any existing Enrollment will continue for the loan of such Enrollment and will continue to be governed by this Agreement. c. Mid-term termination for non appropriation of Funds. Enrolled Affiliate may terminate this Agreement or.an Enrollment wlfhout liability, penalty or fudhehr obligation to malca paynnartils if funds to matte 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 miler rennedles it may have, either party may lerrrtlitate an Enrollment 11 lhs other party niaterlally breaches its obligations antler Ibis Agreement,including any obligation to subitlit orders or pay invoices. Exceptwherothe breach Is by Its nature not curable within 30 days, the tefminating party must give the other party 30 days'notice of its Intent to term(pate and an opportunity to cure the breaoli, If Microsoft gives Such notice to an Enrolled Affiliate, Microsoft also will give Customer a copy of that police and Customer agrees to fielp resolve the breach. If the breach affects other Enrollments and camlot be resolved between Microsoft and Enrolled Affiliate, together with Customer's help,within a reasonable period of lime,Microsoft may terminate this Agreement and all Ellr'aflnients Linder it. If bn Enrolled Affiliate ceases to be Customer's Affiliate, it must proniplly notify Microsoft, and Microsoft may terminate the former Affilioto's Enrollment. If an Enrolled Affili>ale terminates its �nrollmeni as a result of a Breach by Microsoft, or If Microsoft terminates an Enrollment because Enrolled Affiliate ceases to be Custonnsrs Affiliate, then Enrolled Affiliate will have the early termination rights described in the Enrollment. e, Carly termination. If('I)an Enrolled Affiliate tewflinales Its Enrollment as a resull of a breach by Microsoft, or,(2) if Microsoli terminates an Enrollmenl because the Enrolled Affiliate has ceased to ben n Affiliate of Customer,or(3)Enrolled Affiliate terminates an EnrolharEnl for non- ' (appropriation of funds,or(4)M(ai'osoft ter;ninates an Enrollment for non-payment due to non- appropriation of funds,,than the Enrolled Affiliate will)lave the following options: (1) It may Inimedlately pay the toldt remolning amount due,including all IIlM allinenls, In which cise,the Enrolled Affillate will have perpetual rights far all Licenses it has ordered:or I I-A2r1ItSAjiiiu;i)$LC;i�MCS�(ii4v!eiG} ; i�nri titifi1 i nncuinkitl X20•10200 I