HomeMy WebLinkAboutExhibit 2Microsoft Business Agreement Number
For Microsoft Internal Use Purposes
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MICROSOFT BUSINESS AGREEMENT — STATE AND LOCAL
This MICROSOFT BUSINESS AGREEMENT is entered into between lie following entities as of the effective date identified below. if different from the main
contact information, any notices must be addressed to the contact and locations outlined in the notices section below. We will notify you in writing if our address
information changes. You must notify us in writing if your address changes.
Agency Name (r Mont;1`}[ �
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Name and address of contracting Microsoft affiliate
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City and State 1 Province
Reno, NV
Country and Postal Code
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Country and Postal Code
USA $951 t-1 137
Contact Name
LJ3nn.le a ive
Account A1anager Name, Location and Email Address:
Phone Number _ 2
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Phone Number
775-823-5600
Fax Number so_ 48%- J r "j 1,
Fax Number
775•$26-7227
Email Address 1! /r^
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Email Address
Selquestr� rtticrosofttom
For the Attention of: t o nqlo `n Vi I'n
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For the minuend.:
Dept. 551. Volume Licensing:
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The agreement and attached documents should be sent to the above address
for approval and processing.
Customer Notices Information if different from above)
Agency Name
All NOTICES should hare copy to:
Microsoft Corporation, Law and Corporate Affairs
Street Address and/or post office box
e Microsoft Way fin
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City and State / Province
Redmond, WA
Country and Postal Code
USA 98052
Contact Name
Phone Number
Fax Number
425•436.7329
Email Address
@Miaosaft.com
For the Attention of:
For the Attention of:
Volume Licensing Anomie) "
This agreementcontainsterms of the relationship between you (the agency signing the agree/nen( and its affiliates) and us (the Microsoft affiliate signing below and as
affiliates). if you license software or contract for services from us under this agreement, the specific terms of those transactions will be contained in separate license or
services agteemerus that will incorporate the terms of this agreement (with the exception of the definition of 'you" and ' we) which shall have the definition as set
faith in the license or services agreement. Nothing in this agreement obligates either party to enter into any license or services agreements.
Name of Agency'
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Effective Date:
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MICROSOFT' BUSINESS AGREEMENT
TERMS AND CONDITIONS
1. Definitions. In this agreement, "you" means the agency which has entered into this agreement with us and its
affiliates, and "we" or "us" means the Microsoft company which has signed this agreement and its affiliates, In addition, the
following definitions apply:
"affiliates" means (i) with regard to you. any government agency, department, instrumentality, division, unit or other office that is
supervised by or is part of you, or which supervises you or of which you are a part; together with, as mandated by law, any county,
borough, commonwealth, city, municipality, town, township, special purpose district. or other similar type of governmental
instrumentality located within your jurisdiction and geographic boundaries, provided that a state and its affiliates shall not, for purposes of
this definition. be considered to be affiliates of the federal government and its affiliates; and (ti) with regard to us, legal entities that we
own, which own us, or which are under common ownership with us;
"commercial product" means any product we make commercially available for license for a fee;
"fixes" means bug fixes, workarounds, patches, beta fixes and beta builds;
"free product" means any product we make commercially available for license without charge;
"pre-release" or "beta" products are products provided prior to commercial release;
"product" means all commercial, free, pre-release and beta products;
"Product List" means, with respect to any licensing program, the statement published by. Microsoft from time to time (which
statement may vary by region) which identifies the products available under the program and any product -specific
conditions or limitations on the acquisition of licenses for the product;
"run" or "use" means to copy, install, use, access, display, run or otherwise interact with;
"service deliverables" means computer code and related materials, other than fixes, we provide to you when performing
services.
2. the and ownership. Use of any product that you license from us is governed by product use rights specific to each
product and version and by the terms of the license agreement under which you licensed the product. We will provide you
with a copy of the applicable product use rights, or will make them available to you either by publication on the World Wide
Web at a site we identify to you or by some other reasonable means. You acknowledge that you have access to the World
Wide Web. We do not transfer any ownership rights in any licensed product and we reserve all rights not expressly granted,
Use of any fixes is defined by the product use rights for the affected product or, if the fix is not provided for a specific
product, any other use terms we provide. An fixes are licensed to you. Use and ownership of service deliverables will be as
set forth in the applicable services agreement and related documents.
3. Restrictions on use. You may not:
• Separate the components of a product made up of multiple components by running them on different computers, by
upgrading or downgrading them at different titres, or by transferring them separately, except as otherwise provided
in the product use rights;
▪ Rent, lease, lend or host products or service deliverables, except where we agree by separate agreement;
• Reverse engineer, de -compile or disassemble products, fixes or service deliverables, except to the extent expressly
permitted by applicable law despite this limitation;
▪ Transfer licenses to, or sublicense, products, fixes or service deliverables to the U.S. Government.
You acknowledge that products licensed under this agreement are of US -origin. You agree to comply with all applicable
international and national laws that apply to these products, including the U.S. Export Administration Regulations, as well as
end -user, end -use and destination restrictions issued by U.S. and other governments. For additional information on exporting
Microsoft products, see http:f/www.microsoft.corn/exportinu/.
Mttrawafr 8usinus Agreement IMSL1) v1.0 Team enri Certdfna,u Page 2 of mil,
f encasi S&L. Augunr 21, 2000
4. Confidentiality.
a. Confidential information. Confidential information means information marked or otherwise identified in writing by a
party as proprietary or confidential or that, under the circumstances surrounding the disclosure, ought in good faith to be
treated as proprietary or confidential. It includes non-public information regarding either party's products, features,
marketing and promotions, and the negotiated terms of our agreements. All beta products are confidential unless excepted
below.
Confidential information does not include information which: (i) the recipient developed independently; (ii) the recipient
knew before receiving it under the relevant agreement; or (iii) is or subsequently becomes publicly available or is received
from another source, in both cases other than by a breach of an obligation of confidentiality.
b. Use of confidential information. For a period of five years after disclosure, neither party will use the other's
confidential information without the other's written consent except in furtherance of this business relationship or disclose
the other's confidential information except (i) to obtain advice from legal or financial consultants, or (ii) if compelled by
law, in which case the disclosing party will use its best efforts to give the other party notice of the requirement so that the
disclosure can be contested.
You and we will take reasonable precautions to safeguard each other's confidential information, Such precautions will be at
least as great as those we each take to protect our own confidential information. You and we will disclose each other's
confidential information to our employees or consultants only on a need -to -know basis and subject to the confidentiality
obligations imposed here. When confidential information is no longer necessary to perform any obligation under any of the
agreements, each of us will return it to the other or destroy it at the other's request. Notwithstanding any other provision of
this Section 4, you may disclose the terms and conditions of this agreement in accordance with the requirements of your
public records law.
c. Retained rights. You and we are free to develop products independently without the use of the other's confidential
information. Neither you nor we are obligated to restrict the future work assignments of people who have had access to
confidential information, In addition, these people are free to use the information that they remember related to information
technology, including ideas, concepts, know-how or techniques, so long as they do not disclose confidential information of
the other party in violation of this agreement. This use shall not grant either party any rights under the other's copyrights or
patents and does not require payment of royalties or separate license.
We or you may provide suggestions, comments or other feedback to the other with respect to the other's confidential
information. Feedback is voluntary and the receiving party is not required to hold it in confidence. The receiving party will -
not disclose the source of feedback without the providing party's consent. Feedback may be used for any purpose without
obligation of any kind.
d. Cooperation in the event of disclosure. Each of us will immediately notify the other upon discovery of any
unauthorized use or disclosure of confidential information and will cooperate in any reasonable way to help the other regain
possession of the confidential information and prevent further unauthorized use.
5. Warranties.
a. Limited product warranty. We warrant that each version of a commercial product will perform substantially in
accordance with our user documentation. This warranty i.evalid for a period of 90 days from the date you first run a copy of
the version. Any warranties imposed by law concerning the products are limited to the same 90-day period. This warranty
does not apply to components of products which you are permitted to redistribute under applicable product use rights, or if
failure of the product has resulted from accident, abuse or misapplication. If you notify us within the warranty period that a
product does not meet this warranty, then we will, at our option, either (i) return the price paid for the product or (ii) repair
or replace the product. This is your exclusive remedy for any failure of any commercial product to function as described in
this paragraph.
b. Free and beta products. Free and beta products are provided "as -is," without any warranties.
c. Services. We warrant that all services will be performed using generally accepted industry standards and practices. We
will use commercially reasonable efforts in providing product support services,
d. Year 2000 warranty. For purposes of this section, "Year 2000 Warranted Product" means the specific version of each
product identified in the Product Guide on the effective date of this agreement, by version number and language, as
"compliant," and any new commercial products (including new versions of products) released after the effective date, and
Mirrrxmf 9uina, Agrumenr (MSLIJ v1.0
(Ament-all S&L August 21. 2000
rim, and Condition,
Ange .r of a1-
I
"Product Guide" means the Microsoft Year 2000 Product Guide located on the Microsoft Year 2000 Resource Center web
page (http:J/microsoft,corn/techneuvear2klvroductioroduct.asp). We warrant that each Year 2000 Warranted Product,
when run with accurate date data and in accordance with its documentation and the recommendations and exceptions set.
forth in the Product Guide, will recognize the year 2000 as a leap year and will not produce material errors processing date
data in connection with the year change from 1999 to 2000, as Tong as, and only to the extent that, all other information
technology used in combination with such Year 2000 Warranted Product (e.g., software, firmware, hardware) properly
exchanges date data with it. This warranty does not extend or apply to user customizable features or third party add -on
features or products, including items such as macros and custom programming or formatting features. Except as provided
in the next sentence, if you or an enrolled affiliate reports to us on or before June 1, 2000 that a product does not meet this
warranty, we will: (i) exercise commercially reasonable efforts to correct any material non-compliance which is generally
reported by other users; and (ii) provide any resulting correction, without charge, when it is made available generally, The
June 1, 2000 date will be extended to January 1, 2001 for the following products and future versions thereof: Windows NT
Workstation 4.0 & 3.51, Windows 98 & 95, Windows NT Server 4.0 & 3.51, SQL Server 6.5 & 7.0, Microsoft Exchange
5.5, Site Server 3.0; SNA Server 4.0, Systems Management Server 1.2. Proxy Server 2.0, Internet Information Server 4.0,
Office 97 & 95 (Microsoft Word, Excel. Access, Outlook, PowerPoint), Works 4.0.4.5a, Visual C+i- 6.0, Visual Basic 6.0,
Visual Fox Pro 6.0, Visual J++ 6.0 and Visual SourceSafe 6.0. This is the exclusive remedy for any failure of a product to
function as described in this section, or for any other Year 2000-related failure of a product.
e. (4O OTHER WARRANTIES. TO TIC EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, OTHER THAN THOSE
IDENTIFIED EXPRESSLY IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO WARRANTIES OR
CONDITIONS OF TITLE, NON -INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, WITH RESPECT TO THE. PRODUCTS, SERVICE DELIVERABLES. RELATED MATERIALS AND
SERVICES. WE WILL NOT BE LIABLE FOR ANY SERVICES OR PRODUCTS PROVIDED BY THIRD PARTY
VENDORS, DEVELOPERS OR CONSULTANTS IDENT1FI'E17 OR REFERRED TO YOU BY US UNLESS SUCH
THIRD PARTY PRODUCTS OR SERVICES ARE PROVIDED UNDER WRITTEN AGREEMENT BETWEEN YOU
AND US, AND THEN ONLY TO THE EXTENT EXPRESSLY PROVIDED IN SUCH AGREEMENT.
6_ Defense of infringement claim. We will defend you against any claim by an unaffiliated third party that any
commercial product infringes its patent or copyright, or that any service deliverable infringes its copyright, and will pay the
amount of any resulting adverse final judgment (or settlement to which we consenr)Iubject to section 7(a) below, You
must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide
us with reasonable assistance in defending the claim, and we will reimburse you for reasonable out of pocket expenses that
you incur in providing that assistance.
Our obligations will not apply to the extent that the claim or adverse final judgment is based on (i) specifications you
provide to us for the service deliverables; (ii) code or materials provided by you as part of service deliverables; (iii)•your
running of the product or service deliverables after we notify you to discontinue running due to such a claim; (iv) your
combining the product or service deliverables with a non -Microsoft product, data or business process; (v) use nf, or access
to, the product or service deliverables by any person or entity other than an employee of you or one of your affiliates; (vi)
your altering the product or service deliverables; or (vii) your distribution, marketing or use of service deliverables. You will
be completely responsible for any costs or damages that result from these actions.
If we receive information concerning an infringement claim related to a commercial product or scrrice deliverables, we
may, at our expense and without obligation to do so, either (i) procure for you the right to continue to run the allegedly
infringing product or service deliverable, or (ii) modify the product or service deliverable or replace it with a functional
equivalent, to make it non infringing, in which case you will stop running the allegedly infringing product or service
deliverable immediately. If, as a result of an infringement claim, your use of a commercial product or service deliverable is
enjoined by a court of competent jurisdiction, we will use commercially reasonable efforts to either procure the right to
continue its use, replace it with a functional equivalent, or modify it to make it non -infringing.
If any other type of third party claim is brought against you regarding our intellectual property, you must notify us promptly
in writing. We may, at our option, choose to treat these claims as being covered by this section.
7. Limitation of liability.
a. Limitation, There may be situations in which you have a right to claim damages or payment from us. Except as
otherwise specifically provided in this paragraph, whatever the legal basis for your claim, our liability will be limited, to the
maximum extent permitted by applicable law, to direct damages up to the amount you have paid for the product or services
giving rise to the claim. In the case of our responsibilities with respect to third party patent or copyright infringement
claims, our obligation to defend such claims will not be subject to the preceding limitation, but our liability to pay damages
Mkrarofi awlresI Agreemou 1MS1111+I.O
Amerlcns) S&L Augur'. 21, 2000
Terms rued Can&dawr
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resulting from any final adjudication (or settlement to which we consent) will be. In the case of free product, services
provided to you free of charge, or code you are authorized to redistribute to third parties without separate payment to
Microsoft. our total liability to you will not exceed IJS$5000, or its equivalent in local currency. The limitations Contained
in this paragraph will not apply with respect to our obligations under Section 4 (confidentiality).
b. No liability For certain damages. To the maximum extent permitted by applicable taw, neither party nor any of its
affiliates or suppliers will be liable for any indirect damages (including, without limitation, consequential, special or
incidental damages, damages for loss of profits or revenues, business interruption, or loss of business information) arising in
connection with any agreement, product or service, even if advised of the possibility of such damages or if such possibility
was reasonably foreseeable. This exclusion of liability does not apply to either party's liability to the oiher for violation of
its confidentiality obligation or of the other party's intellectual property rights.
c. Application. The limitations on and exclusions of liability for damages in this agreement apply regardless of whether
the liability is based on breach of -contract, tort (including negligence), strict liability, breach of warranties, or any other legal
theory.
8. Verifying compliance. You must keep records relating to the products you and any affiliate participating under a
license agreement run. We have the right to verify compliance with any license agreement. at our expense, during the term
of the license agreement and any enrollment and for a period of one year thereafter. To do so, we will engage an
independent accountant from a nationally recognized public accounting firm, which will be subject to a confidentiality
obligation, Verification will take place upon not fewer than 15 days notice. during normal business hours and in a manner
that does not interfere unreasonably with your operations. As an alternative, we may require you to accurately complete our
self -audit questionnaire relating to the products you and any affiliates participating under a license agreement use. If
verification or self -audit reveals unlicensed use of products, you must promptly order sufficient licenses to permit all
product usage disclosed. If material unlicensed use is found (license shortage of 5% or more), you must reimburse us for the
costs we have incurred in verification and acquire the necessary additional licenses as single retail licenses within 30 clays. If
we undertake such verification and do not find material unlicensed use of products, we will not undertake another
verification of the same entity for at least one year. We and our auditors Will use the information obtained in compliance
verification only to enforce our rights and to determine whether you are in compliance with the terms of the applicable
license agreement. By invoking the rights and procedures described above, we do not waive our rights to enforce this
agreement or to protect our intellectual property by any other means permitted by law.- -
9. Term and Termination. This agreement will remain in effect until terminated. Either party to this agreement
may terminate it at any time by giving at least 60 days written notice. The sole effect of terminating this agreement will be
to terminate the ability of either parry to enter into subsequent license agreements or services agreements under this -
agreement. Termination of this agreement will not, by itself, result in the termination of any license or services agreements
previously entered into under this agreement, and any terms of this agreement incorporated by reference into such a license
or services agreement will continue in effect unless and until that license or services agreement itself is terminated or
expires.
10. Miscellaneous.
a. Notices. All notices, authorizations. and requests given or made in connection with a license or services agreement must
be sent by post, express courier, facsimile, or email to the addresses and numbers indicated in the applicable license or
services agreement. Any notice of termination of this agreement must be sent by post, express, courier, facsimile or email to
the addresses and numbers indicated in the cover page to this agreement. Notices will be deemed delivered on the date
shown an the postal return receipt or on the courier, facsimile or email confirmation of delivery.
b. Assignment. This agreement and any license agreement may be assigned by either party only to an affiliate, but
assignment will not relieve the assigning party of its obligations under the assigned agreement. If either party assigns this
agreement or any license agreement, it must notify the other party of the assignment in writing. Neither party may assign
any services agreement without the written consent of the other.
c. Severability. If a court holds any provision of this agreement to be illegal, invalid or unenforceable, the remaining
provisions will remain in full force and effect and the parties will amend the agreement to give effect to the stricken clause
to the maximum extent possible.
d. Waiver. No waiver of any breach of this agreement shall be a waiver of any other breach, and no waiver shall be
effective unless made in writing and signed by an authorized representative of the waiving party.
Mrcraroft 8rtrrnns Agreement {MSU) W.
(Americas) S&L. August Z). 2000
Tens and Conditions Pnae S of I
e. Force Majeure. To the extent that either party's performance is prevented or delayed, either totally or in part, for
reasons beyond that party's control, then that party will not be liable, so Tong as it resumes performance as soon as
practicable after the reason preventing or delaying performance no longer exists.
f. Note on Java Support. The products, fixes or service deliverables may contain support for programs written in Java.
Java technology is not fault tolerant and is not designed, manufactured, or intended for use or resale as online control
equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft
navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the
failure of Java technology could lead directly to death, personal injury, or severe physical or environmental damage. Sun
Jliicrosystems, Inc. has contractually obligated Microsoft to make this disclaimer.
g. Limitations on actions. Except for any different period required by applicable law, any action arising under a license or
services agreement must be brought within two years from the dare That the cause of action arose.
h. Survival. Provisions regarding warranties, limitations of liability, confidentiality, compliance verification and
obligations on termination or expiration will survive termination or expiration of this agreement and of any license or
services agreement in which they are incorporated.
i Applicable law; Dispute Resolution. The terms of this agreement will be governed by the laws of your slate, without
giving effect to its conflict of laws. This choice of law does not prevent either party from seeking injunctive relief with
respect to violation of its intellectual property rights or confidentiality obligations in any appropriate jurisdiction. Disputes
relating to this agreement will be subject to applicable dispute resolution laws and regulations of your state.
Mirrrsory Brjinsss Aarrimin7 rMSU.!) 0.0
(Amiricrul S&L. A44u1r 21, 2000
rims and Conditions Page 6 6