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fit) an unaffiliated third party in connection with (A) a privatization of an Affiliate or agency or
<br />of an operating division of Enrolled Affiliate or an Affiliate, (8) a reorganization, or (C) a
<br />consolidation.
<br />Upon such transfer, Enrolled Affiliate must uninsfall and discontinue using the licensed
<br />Product and render any copies unusable,
<br />b. Notification of License `transfer, Enrolled Affiliate must notify Microsoft of a License
<br />transfer by completing a license transfer form, which can be obtained from
<br />Iiltp.N www. in icrosoft .camllicensinalcontracts and sending the completed form to Ucr.o.soft
<br />before the License transfer, No License transfer will be valid unless Enrolled Affiliate
<br />provides to the ,transferee, and the transferee accepts In writing 'docourldnts suoid nt. fo
<br />enablethe transferee to ascertain the scope, purpose and lin ttaucns ref (tie rights graptecl by
<br />Microsoft tinder the Ilaensas being, transferred (tnciuding, without limitation, the applicable
<br />Use Rigs ts,.use and transfer restrictions, warranties: and limitations of liability, Any License
<br />transfer nottmade in compliance with, this section will.be void:
<br />c. Internal Assigmnent of Licenses and Software Assurance. Licenses and. Software
<br />Assurance must be assigned to a single user or device .within the Enterprise. Licenses and
<br />Software Assurance may be reassigned within the Enterprise as described in'tile Use Fights,
<br />6, Term and termination.
<br />a. Term. The term ofthle A{treeuleint will : be, 36 full. calendar Months from the Effective dale
<br />unless terminated by dither party as described below. Each Enpollmeni will have the term
<br />provided in iha( Enrollment
<br />b. Termination without cause. Either party may terminate this Agreement, without cause,
<br />upon 60 clays written notice, In tine event of termination, new EitCollmorils will trot be
<br />accepted, but any existing Enrollment will continue for the term of ;subb Enrollment and will
<br />continue to be governed by this Agreement.
<br />c, Mid-term termination for nomapproprlation of Funds, Enrolled Affiliate may terminate
<br />this Agreement or an Enrollment without liability, penalty or further obligation to make
<br />payments if funds to make payments under the Agreement or Enrollment are not
<br />appropriated or allocated by the Enrolled Affiliate for such purpose.
<br />d. Termination for cause. Without, limifing any Other remedies it may have, either party may
<br />terminate an Enrollment if the other party Materially breaches Its obligations Under this
<br />Agreement, including any obligation to submit orders or pay invoices. Except Where. the
<br />breach Is by its nature notctuabie within 30 days, the terminating party must give the other
<br />party 30 days' notice of its intent to terminate and an opportunity to cure the breech,
<br />If Microsoft gives such notice to an Enrolled!Affilicl e, Mfcresoft.also will give Customer a copy
<br />of that notice and Customer agrees to help resolve the breach. If the breach affects other
<br />Enrollments and cannot be resolved between Microsoft and Enrolled Affiliate, together will)
<br />Customer's help, within a reasonable period oftima, Microsoft may terminate this Agreement
<br />and all Enrollments under it, If an Enrolled Affiliate ceases to be Customer's Affiliate, it must
<br />promptly notify Microsoft, and Microsoft may terminate the former Affiliate's Enrollment, If an
<br />Enrolled. Affiliate terminates its Enrolimentasa result. of a breach by Microsoft, or if Microsoft
<br />terminates an Enrollment because Enrofled.Afftltate ceases to be Customer's Afftttate, then
<br />Enrolled Affiliate will have the early_ termination rights described in the Enrollment,
<br />o. Early termination, If (1) air Enrolled Affiliate terminates Its Enrollmontt as -a result of a
<br />breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrollee!
<br />Affiliate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an
<br />Enrollment for non-appropriation of funds, or (4) Microsoft terrnlnates on Enrollment for non -
<br />paymont due to non - appropriation of funds, than the Enrolled Affiliate will have the following
<br />options:
<br />EA2015ASqu8)- 8t.¢(Etao)(nutt2'nt5)
<br />25C -11
<br />pqa 8 O 11
<br />Document.. X20.12056
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