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with any information the auditor reasonably requests in furtherance of the verification, <br />Including access to systems running the Products and evidence of Licenses for Products <br />Fnrolled Affiliate Bests, sobltoonses, or distributes to third parties. Enrolled Affiliate agrees to <br />complete Microsoft's self -audit process, which Microsoft may require as an alternative to a <br />third party audit. Any Information cdlreotpd rn (lie -.011-audit will be used solely for purpose's of <br />determining compliance. <br />c, Remedies for non - compliance, If verification or self -audit reveals any unlicensed use or <br />dalrioutibn, then within 90 days, (1) Enrolled Affiliate must order sufficient licenses to cover <br />that ugo or distribution, and (2) It unlicensed use or distribution is 6% or more, Enrolled <br />Affiliate must reimburse Microsoft for the cost Microsoft has incurred in verification and <br />acquire the necessary additional licenses at 125 %0 of the price based on the; tfjeri•cuirrent <br />prtce list and Enrolled Affiliate price level. The rrnilconsecl tlse percentage is based on the <br />total number of Ilceneae purchased compared to actual install base, if thefe k no, unlicensed <br />use, Microsoft will not subject Enrolled Affiliate to Another verification O. At.faaal one year. <br />By exercising the rights and procedures described above, Microsoft does not waive Its rights <br />to enforce this Agreement or to protect Its intellectual property by any other means pormitted <br />by law. <br />14, Miscellaneous. <br />Notices. Notices to Microsoft mast be sent to the Microsoft address on the ,signature form <br />with a copy sent to the address below. Notices roust be in writing and will be treated as <br />delivered on the slate shown on the return receipt or on the courier or fax confirmation of <br />delivery. Microsoft may provide information to Enrolled Affiliate about upcoming ordering <br />deadlines, services, and subscription information in electronic. form, Including by emalt to <br />contacts provided by Enrolled Affiliate. Emails will,be Ireatedas delivered..on the transmission <br />date. <br />Microsoft Corporation <br />Legal and Corporate Affairs <br />Volume Licensing Group <br />Cho Microsoft Way <br />Redmond, WA 00052 <br />USA <br />h. Assigntn'ont. Either party, mayassign this Agreement to on Affiliate, but mustnotifythe other <br />party in writing of the assignment. Any other proposed assignment must be. approved by. the <br />other party in writing. ,Assignment will not relieve the assigning party of Its obligations under <br />the assigned agreement. Any attempted assignment without required approval Will be void. <br />c. Severablfity, If any provision in this agreement is found unenforceable, the balance of the <br />agreement will remain in full force and affect. <br />d. Use of contractors. Microsoft rnay use contractors to perform services, but will be <br />responsible for their performance subject to the terms of this Agreement. <br />e, Wnlver. Failure to enforce any.provision of this agreement will not constitute a waiver. Any <br />waiver must ba in writing and signed by the waiving party. <br />I. Applicable taw; dispute resolution, The terms of this Agreement will be governed by the <br />laws of Customers state, withoutgiving effect to its conflict of laws, Disputes relating to this <br />Agreement will be subject to applicable dispute resolution laws of Customer's slate, <br />EA2013At1r(V$)SLG(ENG)(Ang 20 15) <br />25C -16 <br />Pe e: torrf 11 <br />pttcument X*17056 <br />