HomeMy WebLinkAboutExhibit 3Mioft
Microsoft Enterprise Agreement- State and Local — NO SERVICES
CUSTOM — Special Reference Pricing
Enterprise Agreement number Microsoft Business Agreement number Uo275ra
Aeseller to complete
Microsoft affiliate to complete
This Microsoft Enterprise Agreement is entered into between the following entitles as of the effective date
identified below. Each party will notify the other in writing If any of the information in the following table
changes.
Name of Entity The Stale of Florida, acting by Contact Name Todd McKay
and through the Department of
Management Services and State
Technology Office (This person handles access to online Information, This person also
receives notices unless a different contact tar notices s provided in the
notices section below.
Street Address 4050 Esplanade Way Contact E-mail Address mckaytOdns,state.fl.us
(Required for online
access)
City Tallahassee Slate/Province Phone 850-487-3SI64
FL
Country USA Postal Code Fax 750-488-5498
32399
Microsoft Account Manager Name Bab Ward
Contracting Microsoft Affiliate
MSLI, GP - 6100 Nell "Road, Suite 210 • Rena; Nevada USA 89511-1131 • Dept. 551, Volume l.."censtng
If noltcr'S 5liolrlcl be. .soot to someone? of .tome plar e either tl!3n ,tbovt.. c:e 17,ololo the relevant
Name of Entity Contact Name
Street address
Contact E-mail Address
City State/Province
Phone
Country Postal Code
Fax
Notices to Microsoft ihouid be sent to.
MSLi, 13P
6100 Nell Road, Suite. 210
Reno, Nevada USA 89511-1137
Dept. 551, Volume Licensing
Coplea should be sent to.
Microsoft
Law and Corporate Affairs
One Microsoft Way
Redmond, WA 98052
Volume Licensing Group
VLG-USA@Microsoft.com
(425) 936-7329 fax
UF.;A
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Agreement v8.0
(North America) July 1, 2002
Cover Page
Page 1 of 24
This agreement consists of (1) this cover page, (2) the attached terms and conditions, (3) :he terms of the
Microsoft Business Agreement Identified above (except that the definitions of "you," "we," and "us" in this
agreement supersede the definitions for those terms in the Microsoft Business Agreement), (4) the
Product List, (5) the product use rights applicable to products licensed under this agreermnt, and (6) any
enrollment entered into under this agreement.
Effective date. If the first enrollment entered into under this agreement Is given an effective date that is
earlier than the date this agreement is signed by us, the effective date of this agreement will be that
earlier date. Otherwise, this agreement will be effective on the date it is signed by us. Consulting and
Support Services shall not be Included in this agreement, but shall instead tie covered by
separate agreement(s) between the parties.
By signing below, the parties agree to be bound by the terms of this agreement, and you. represent that
you are the entity that signed the Microsoft Business Agreement, or an affiliate of that entity, and that the
information you have provided on this cover page is accurate.
Cast{ o wr I(*gnhtw'a *1 of 2):
Cantr.o lg'hcrosOf1 aftWata
Name of Entity
The State of Florida, acting by and
t ro it the Department of Management
MSLI, DP
Signal
L
Signature
,,D, ,(F,----
Pri ed ame
William Simon
Printed Name
ON
Printed Title
Secretary., Department of Management Services
Printed Title C�XCT Ab
700/1
Signature Date
i 1r i 1 �:
(1
Signature Date
{data Microsoft affiliate caunterafpns)
MAY 1 8
21)03
Effective Date
June t, 2003
CaalarrNrr (Stsptirture 92 of 2):
Nacre at Entity
The State of Florida, acting by and
through the State Technology Office
SI tur'a
Avg
Pafed Name
Kimberly Bah mi
Printed T1tIo
State Chief information Officer
r Signature Date
Prepared by David Mille
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Cover Page
APPROVED AS TO FORM ACID LEGALITY
ORO Of THE GENERAL COUNSEL IDES
GEMS
pEPAF1iM t'7
SY
Page 2 of 24
Terms and Conditions
1. Definitions.
In this agreement, "you" means the entity that has entered into this agreement with us, aild "we" or "us"
means the Microsoft entity that has entered into this agreement or an enrollment. The terms "affiliate,"
"ownership," "product," "Product List," "run" and "use" have the meanings given to them in the Microsoft
Business Agreement. In addition, the following definitions apply:
"1" anniversary price level" means the volume discount level that is calculated for each product family
with respect to certain enrollments pursuant to the terms and conditions of Section 12(3)(2)(F), which
such level shall be used in conjunction with the initial price level and 2nd anniversary price level applicable
to such enrollments to determine whether the year 3 desktop reference price should be lowered for such
enrollments pursuant to the terms and conditions of Section 12(e)(2)(G);
"2"d anniversary price level" means the volume discount level that is calculated tor each product family
with respect to certain enrollments pursuant to the terms and conditions of Section 12(9)(2)(F), which
such level shall be used in conjunction with the initial price level and 1" anniversary price I eves applicable
to such enrollments to determine whether the year 3 desktop reference price should be lowered for such
enrollments pursuant to the terms and conditions of Section 13(e)(2)(G);
"3-year desktop reference price" means, with respect to an enterprise product on an enrollment, the sum
of the reference prices of all installment payments for such product during the initial 3-year term of such
enrollment;
"additional product" means any product other than an enterprise product that an enrolled affiliate chooses
to license under its enrollment;
"15' anniversary price level" means the volume discount level that is calculated for each product family
with respect to certain enrollments pursuant to the terms and conditions o1 Section 13(.9)(2)(F), which
such level shall be used in conjunction with the initial price level and 2nd anniversary price level applicable
to such enrollments to determine whether the .year 3 desktop reference price should be lowered for such
enrollments pursuant to the terms and conditions of Section 13(e)(2)(G);
"2"d anniversary price level" means the volume discount level that Is calculated for each product family
with respect to certain enrollments pursuant to the terms and conditions of Section 13(9)(2)(F), which
such level shall be used in conjunction with the initial price level and 1" anniversary price Isvel applicable
to such enrollments to determine whether the year 3 desktop reference price should be lowered for such
enrollments pursuant to the terms and conditions of Section 13(e)(2)(G);
"3-year desktop reference price" means, with respect to an enterprise product on an enrol ment, the sum
of the reference prices of all installment payments for such product during the initial 3-year term of such
enrollment;
"adjustment multiplier" means, with respect to a product family on the second anniversary of the effective
date of an enrollment for which it is determined, a number by which the originally calculated year 3
desktop reference price is multiplied in order to determine the adjusted year 3 desktop reference price,
pursuant to the terms and conditions of Section 13(e)(2)(G);
"aggregate family desktop count" means, with respect to a particular product family as of a particular
annual pricing date, the aggregate number of qualified desktops under all unexpired enrollments for which
one or more products in such family are chosen as enterprise products as of such date, including both (i)
the original qualified desktops ordered under such unexpired enrollments, plus (II) any additional qualified
desktops added pursuant to true up orders;
"annual pricing date" means each of the following:
(i) the effective date of this agreement (the 'first annual pricing date');
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(ii) the first day of the eleventh (11th) full calendar month following such first annual pricing date
(the "second annua! pricing date"; and
(ill) the first day of the calendar month that occurs every 12 months following the second annual
pricing date, until the last enrollment executed hereunder expires or is otherwise terminated
For example, if the first annual pricing date is June 1, 2003, then the second annual pricing date
shall be May 1, 2003, and each subsequent annual pricing date shall occur on May 1 of each
successive calendar year until the last enrollment hereunder expires or is otherwise terminated;
"annual price level" means, with respect to a particular product family and as of a particular annual pricing
period, the volume discount level, determined pursuant to the terms and conditions of Section 13(e), by
which each of the following shall be determined, based upon the aggregate family desktop count for such
product family as of the annual pricing date upon which such the determination of such level for such
period is made:
(1) the initial annual reference prices of enterprise products in such product family for new
enrollments with effective dates which occur in such annual pricing period;
(ii) the 151 anniversary and 2"d anniversary price levels for certain enrollments; and
(Ili) the adjustment multiplier with respect to the year 3 desktop reference price for enterprise
products in such product family for previously -executed enrollments whose second
anniversary falls in such annual pricing period;
"annual pricing period" means each period which:
(i) begins on the first annual pricing date, or any anniversary thereof; and
(ii) ends twelve (12) full calendar months following the day it begins.
For example, if the first annual pricing date is June 1, 2003, then: the first annua' pricing period
will run from June 1, 2003 to May 31, 2004; the second annual pricing period will run from June 1,
2004 to May 31, 2005; and so forth.
Note that, with the exception of the first annual pricing period, each annual pricing period begins
one month following the annual pricing date upon which the annual price level for such period Is
determined pursuant to Section 13(e). Such one -month period is necessary for us to calculate
the annual price levels and reference prices for the subsequent annual pricing period, and to
implement adjustments, If any, to the reference prices of third year installment payments for
enrollments whose second anniversary falls in such subsequent period.
"available" means, with respect to a product, that we have made licenses for that product available for
ordering under the Enterprise Agreement program;
"CAL family" means any of the following client access license ("CAL') products, when such products are
chosen as enterprise products on an enrollment:
(i) Microsoft BackOffice CAL;
(ii) Microsoft Core CAL;
(iii) Microsoft Windows Server CAL;
(iv) Microsoft Exchange Server CAL;
(v) Microsoft SQL Server GAL;
(vi) Microsoft Systems Management Server CAL; or
(vii) Microsoft SharePoint Portal Server CAL;
"component platform product" means any of the following enterprise products:
(1) Microsoft Office Professional;
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Microsoft Office Standard;
(i11) Microsoft Windows XP Professional Operating System Upgrades;
(iv) Microsoft Core CAL; and
(v) Microsoft BackOffice CAL;
"ending price level" means, with respect to an enterprise product ordered pursuant 'o a particular
enrollment, the volume discount level that is used to determine the adjustment multipliers applied to apply
to the year 3 desktop reference price, pursuant to the terms and conditions of Subsection 13(e)(2)(G).
"enrolled affiliate" means an entity, either you or any one of your affiliates, that has entered into an
enrollment under this agreement;
"enrollment" means the document that you or your affiliate submits under this agreemenl to sign up for
the Enterprise Agreement program and make an Initial selection of products;
"enterprise" means the enrolled affiliate and the affiliates it chooses on its enrollment to include in its
enterprise;
"enterprise product" means any product that we designate as an enterprise product and that an enrolled
affiliate chooses to license under its enrollment (enterprise products may only be licensed on an
enterprise -wide basis under the Enterprise Agreement program);
"Government EA Price List" means the Microsoft State and Local Government Enterpr'se Agreement
Price List that is provided on a monthly basis to each reseller, which contains the reference prices for
both enterprise products and additional products.
"horizon desktop count" means, with respect to a product family on an annual pricing date, the number of
qualified desktops that is equal to (i) the total number of qualified desktops enrolled, as of such annual
pricing date, in unexpired enterprise enrollments containing an enterprise product belonging to such
product family ("current enrollments'), minus (ii) the number of qualified desktops enrolled under current
enrollments that are scheduled to expire before the following annual pricing date, if such enrollments are
not otherwise renewed. For example, if, as of a particular annual pricing date, there are 100,000 qualified
desktops in unexpired enrollments for a product family, and if one or more such enrollments containing a
total of 35,000 qualified desktops will expire before the following annual pricing date if not otherwise
renewed, then the horizon desktop count with respect to the annual pricing date and product family for
which the determination is made shall be 65,000;
"horizon price level" means, with respect to a product family during an annual pricing peri•xt, the volume
discount level that is used to determine the 3-year desktop reference price of each enterprise product in
such product family for enrollments whose effective dates fall during such period, based on the horizon
desktop count, pursuant to the terms of Section 13(e)(2)(A);
"initial desktop count" means, with respect to a product family in which an enterprise product on an
enrollment is included, the aggregate family desktop count for such product family as of the annual pricing
date which Immediately precedes the annual pricing period during which the effective date of such
enrollment occurs;
"initial price level" means, with respect to a product family during an annual pricing period, the volume
discount level that is used to determine the year 1 desktop reference price and year 2 desktop reference
price of each enterprise product in such product family, pursuant to the terms of Section 13(e)(2)(B);
"License" means any one of those offerings identified in the Product List (including standard licenses,
and upgrades for desktop operating systems) that provides the right to run the version of the product for
which It is ordered;
"L&SA" means a License and Software Assurance for any product ordered;
"Microsoft BackOffice Client Access License" and "BackOffice CAL" means each of the following client
access license products, when purchased together as a suite:
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(i) Windows CAL;
(ii) Exchange GAL;
(iii) SQL CAL; and
(iv) SMS CAL
(note: BackOffice CALsmay solely be purchased hereunder pursuant to enrollments that renew
previous enrollments under which BackOffice CAL was included as an enterpris 9 product, and
may not be purchased pursuant to any non -renewal enrollments executed hereunder);
"Microsoft Core Client Access License" and "Core CAL" means each of the following client access license
products, when purchased together as a suite:
(i) Windows CAL;
(ii) Exchange CAL;
(iii) SharePoint CAL; and
(iv) SMS CAL;
"non -renewal enrollment" means any enrollment executed hereunder that is not a renewal tonrollment;
"Office family" means either of the following enterprise products: (i) Microsoft Office Professional; or (ii)
Microsoft Office Standard;
"order" means an order on a form that is acceptable to the reselier
"original true up reference price" means, with respect to an enterprise product at the first, ,second or third
anniversaries of an enrollment, respectively, the original per -additional -desktop unit reference price for
the true up order due at such anniversary, as determined at the effective date of such enrollment
pursuant to Section 13(e);
"platform discount" means a discount factor applied when calculating the reference prices for products
sold pursuant to platform enrollments, pursuant to the terms of Section 13(e);
"platform enrollment" means any enrollment executed hereunder for which each of the following is a
chosen enterprise product:
(i) either (a) Office Standard or (b) Office Professional; and
al) Microsoft Windows Professional desktop operating system; and
(iv) either (c) BackOffice CAL or (d) Core CAL;
'premium level discount" means a discount factor applied when calculating the reference prices for
products during an annual pricing period for which the initial desktop count and/or horizon desktop count
are 40,000 or more, pursuant to the terms of Section 13(e);
"product family" means any of the following collections of enterprise products, as defined above: (i) Office
family; (ii) Windows family; and/or NO CAL family;
"qualified desktop" means any personal desktop computer, portable computer, workstation or similar
device that is used by or for the benefit of an enrolled affiliate or any affiliate included in its enterprise and
that meets the minimum requirements for running any of the enterprise products. Qualified desktops do
not include: (i) any computer that is designated as a server and not used as a personal computer, (ii) any
system dedicated to run ONLY Tine -of -business software (e.g., an accounting or bookkeeping program
used by an accountant, or a computer -aided design program used by an engineer or architect); or (Ili) any
system running an embedded operating system (e.g. Windows 9.x for embedded, Windows XP
embedded);
"renewal enrollment" means an enrollment executed hereunder pursuant to which a renewal order for
enterprise products is made;
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"renewal order" means the order that an enrolled affiliate submits at the beginning of any renewal term to
renew Software Assurance coverage for products previously ordered under its enrollment;
"reseller" means a large account reseller authorized by us to resell licenses in an enrolled affiliate's area
under the Enterprise Agreement program;
"Select Price List" means the Microsoft Select Agreement Price List that is provided on a monthly basis to
each reseller, which contains the estimated retail prices for products made available pursuant to the
Microsoft select program;
"Services" means product support or other services that an enrolled affiliate elects to purchase pursuant
to a separate Microsoft Services Agreement;
"Software Assurance" means, for any underlying licensed product for which it Is orderE d, the right to
upgrade to, and run, the latest version of that product that we make available during the covered period.
"true up desktop reference price" means, with respect to an enterprise product at the first, .second or third
anniversaries of an enrollment, respectively, the per -additional -desktop unit reference price for the true up
order due within 15 days following such anniversary, as determined at the effective date of such
enrollment pursuant to Section 13(e);
"unexpired enrollment' means, with respect to an annual pricing date, an enterprise enrollment under
either (i) this agreement; or (ii) another Microsoft Enterprise Agreement to which either you or one of your
affiliates is party, provided that such enrollment shall not have expired or been terminated prior to such
annual pricing date;
'Windows family" means the following enterprise product: Microsoft Windows XP Professional desktop
operating system (or its successor);
'year 1 desktop reference price" means, with respect to an enterprise product on an enroifinent, the per -
desktop reference price that applies to the first of three annual installment payments for such product;
"year 2 desktop reference price" means, with respect to an enterprise product on an enrollment, the per
desktop reference price that applies to the second of three annual installment payments fo. such product;
and
'year 3 desktop reference price" means, with respect to an enterprise product on an enrollment, the per -
desktop reference price that applies to the third of three annual installment payments for such product.
2. How the Enterprise Agreement program works.
The Enterprise Agreement program gives customers that wish to license one or more of Microsoft's
platform products across their enterprise the means to ensure that their entire enterprise will be licensed.
You and your affiliates can participate in this program by submitting one or more enrollments under this
agreement. On the enrollment, the enrolled affiliate will designate the scope of its enterprise and make
the initial selection of enterprise products and any additional products It wishes to license. Each
enrollment must Include at least one of those products that we make available to license al an enterprise
product. We may reasonably refuse to accept an enrollment. Product support is not included with the
licenses under this agreement. Notwithstanding any other provision of this agreement, only enrolled
affiliates identified in an enrollment will be responsible for complying with the terms of that enrollment,
including the terms of this agreement Incorporated by reference in that enrollment.
a. Establishing price levels. The method by which price levels shall be determined as set forth
in Section 13(e).
b. Deriving prices from price levels. The enrolled affiliate's reference prices shall be
determined as set forth in Section 13(e).
c. How your enrolled affiliates acquire licenses. Orders under an enrollment will be made
out to and submitted to the enrolled affiliate's reseller. We will invoice that resetliar according to
the terms in the applicable enrollment. While such enrollment will contain reference prices, the
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reseller and the enrolled affiliate will determine the enrolled affiliate's actual pricer and payment
terms.
d. Choosing and maintaining a reseller.
Resellers. Each enrolled affiliate that signs an enrollment must choose and maintain a reseller in
the enrolled affiliate's area. Resellers are authorized to resell our product licenses, but act
independently and have no authority to bind us.
Change of reseller. If an entity ceases to be a reseller, the enrolled affiliate must choose a
replacement. If an enrolled affiliate intends 10 change Its reseller, a change will oily be effected
on the next anniversary of the enrollment effective date, or otherwise with our prior written
approval. To change a reseller, the enrolled affiliate must notify us and the former reseller in
writing, on a form that we provide, at least 30 days prior to the anniversary on wh ch the change
is to take effect. In the case of a change of reseller, the enrolled affiliate is responsible for
ensuring that all its obligations to the former reseller are met.
3. How to order enterprise product licenses.
a. Placing the initial order. Each enrolled affiliate must submit an initial order for the enterprise
products It selects on its enrollment. Except as provided in the following paragraph, the order
must be for L&SA for all enterprise products.
When Is the enrolled affiliate eligible to order only Software Assurance for an enterprise
product? An enrolled affiliate may order Software Assurance for the enterprse products it
selects without the need to simultaneously order a License if the enrolled affilieteo or any of the
affiliates in its enterprise have obtained perpetual licenses for that product on an enterprise -wide
basis under a previous "Enterprise Enrollment" (defined below), and the new enrollment becomes
effective no later than the day following the date of expiration of that "Enterpris e Enrollment."
The Software Assurance order must be tor the number of qualified desktops covered as of the
expiration of that "Enterprise Enrollment." For ail other qualified desktops i icluded in are
enrollment submitted under this agreement, the enrolled affiliate must order L&SA.
The term "Enterprise Enrollment," as used in this section 3, means (i) a Micro3oft Enterprise
Select Agreement; (ii) an enterprise enrollment under a separate Microsoft Select Master
Agreement or Microsoft Enterprise Agreement; (iii) any enterprise subscription enrollment entered
into under a separate Microsoft Enterprise Subscription Agreement; or (iv) any other enrollment
submitted under the Microsoft Enterprise Agreement identified on the cover page.
b. Adding new enterprise products. An enrolled affiliate may only add new enterprise
products by entering Into a new enrollment.
c. Placing annual "true up" orders to account for additional desktops. Each enrolled
affiliate must determine the current number of qualified desktops in its enterprise: (I) at each
anniversary of the effective date of its enrollment (including anniversaries during any renewal);
and, (ii) at the expiration or early termination of its enrollment.
■ If the desktop count has increased. If the number of qualified desktops has increased, the
enrolled affiliate must submit an order for L&SA covering those additional desktops. The
enrolled affiliate must place the order within 15 days following the anniversary of the
enrollment effective date, expiration or termination.
■ If the desktop count has not Increased. If the number has not increases, the enrolled
affiliate must submit an update statement confirming this fact on the form we provide within
that 15-day period.
d. Reorganizations, Consolidations, and Privatizations. If the number of qualified
desktops in an enterprise changes by more than ten percent as a result of a reorganization,
consolidation or privatization of an enrolled affiliate, we will work with the enrolled affiliate in good
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faith to deterrnine how to accommodate its changed circumstances in the c:ontext of this
agreement. If an enrolled affiliate consolidates with a customer with an existing "Enterprise
Enrollment," we will work with the enrolled affiliate in good faith to accommoda:e Its changed
circumstances in the context of this agreement.
4. How to order additional product licenses.
a. Placing the initial order. Each enrolled affiliate must submit an initial order for the additional
products it has selected, if any, on its enrollment. Except as provided in the following paragraph,
the order must be for L&SA for all copies of those additional products.
When Is the enrolled affiliate eligible to order only Software Assurance for an additional
product? An enrolled affiliate may order Software Assurance for additional products it selects
without the need to simultaneously order a License if the enrolled affiliate or any of the affiliates It
includes in its enterprise has obtained perpetual licenses for those products with Upgrade
Advantage, Software Assurance or any similar upgrade protection, and the new enrollment
becomes effective no later than one day following the expiration of that upgrade protection. The
order may be for up to the number of copies covered by such upgrade protection. An enrolled
affiliate may also order Software Assurance alone in any other circumstances expressly permitted
in the Product List. For all other copies Included in an enrollment submitted under this
agreement, the enrolled affiliate must order L&SA.
b. Adding new additional products not previously ordered. Each enrolled affiliate may,
during the remainder of the applicable initial enrollment or renewal term, run new additional
products under its enrollment that were not part of the initial order. To do so, the enrolled affiliate
must order L&SA in the month in which the product is first run, covering all copies of that product
run as of the date of the order. For any additional copies of that product run after the date of that
order, the enrolled affiliate must submit orders as described In subsection 4(c) (Placing annual
"true up" orders to account for additional copies) below.
c. Placing annual "true up" orders to account for additional copies. Each enrolled
affiliate may, during the remainder of the applicable initial enrollment or renewal term, run
additional copies of those additional products it prevlously ordered under subsecticns (a) and (b),
provided that the enrolled affiliate places a true up order for L&SA for those additional copies.
The enrolled affiliate must submit an order within 15 days after the next anniversary of the
effective date of the enrollment (including anniversaries occurring during any renewal) following
the date on which those copies were first run. For additional copies first run in the year in which
an enrollment expires or is terminated, the enrolled affiliate must submit an order within 15 days
following the expiration or termination date.
d. Update statements. Each enrolled affiliate must submit an update statement within 15 days
following each anniversary of the effective date of Its enrollment, and after expiration or
termination of its enrollment, on a form we provide, unless that enrolled affiliate (i) is running only
enterprise products under its enrollment, and (ii) it is not otherwise required to submit an update
statement under subsection 3(c) (Placing "true up" orders to account for additional desktops)
above.
5. How to confirm orders.
We will publish information about orders placed by each enrolled affiliate, including an electronic
confirmation of each order, on a secure site on the World Wide Web at hilp://licensino.mictosoft.com or a
successor site that we Identify. Upon our acceptance of this agreement and enrollrnen:s entered into
under this agreement, the contact Identified for this purpose on the cover page will be provided access to
this site,
6. License grant — what your enrolled affiliates are licensed to i'un.
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Upon our acceptance of the enrollment, the enrolled affiliate has the following rights during the term of its
enrollment.
• For enterprise products. The enrolled affiliate may run one copy of the latest version (or any
prior version) of each enterprise product, on each qualified desktop. By including affiliates in its
enterprise, the enrolled affiliate sublicenses this right to each of them subject to the terms of this
agreement.
• For additional products. The enrolled affiliate may run the number of copies of inch additional
product ordered in the latest version (or any prior version). If an affiliate included in any enrolled
affiliate's enterprise runs any copies of an additional product under this agreement, those copies
are sublicensed from that enrolled affiliate subject to the terms of this agreement,
The right to run any product licensed under an enrollment is temporary until:
(i) the enrolled affiliate has paid all installments of the price for that product license and the
applicable initial enrollment or renewal term during which that product license was ordered has
expired or been renewed, or
(ii) the enrolled affiliate Is otherwise entitled to perpetual licenses upon early termination as provided
in subsection 12(c) (Termination of an enrollment).
Thereafter, the enrolled affiliate will have perpetual .licenses to run the latest version available as of such
date of expiration, renewal or termination (or any prior version), of each enterprise product in a number of
copies equal to the total number of qualified desktops covered by the enrollment; and each additional
product in the number of copies ordered during the applicable initial enrollment term or renewal terra, In
the case of early termination as provided in subsection 12(c) (Termination of an enrollment), if an enrolled
affiliate chooses only to pay amounts due and payable as of the termination date, thE•n the enrolled
affiliate will instead have perpetual licenses for the number of copies specified in subsection 12(d) (Effect
of termination or expiration).
Any perpetual licenses received through Software Assurance supersede and replace the underlying
perpetual licenses for which that Software Assurance coverage was ordered. All perpetual licenses
acquired under this agreement remain subject to the terms of this agreement and the applicable product
use rights.
This agreement, the applicable enrollment, the enrolled affiliate's order confirmation described in section
5 (How to confirm orders) above, and any documentation evidencing transfers of licenses as described in
subsection 11(a) (How to transfer), together with proof of payment, will be the enrolled affiliate's evidence
of all licenses obtained under its enrollment.
7. How to know what product use rights apply.
The product use rights applicable to products licensed under each enrollment are as follows.
a. For latest versions available as of an enrollment effective date. For the latest version
of any product available on or before the enrollment effective date, the product use rights in effect
on the enrollment effective date for that product and version apply.
b. For versions and products that become available after an enrollment effective
date. For any version of any existing product, or any new product, first made available after the
enrollment effective date, the product use rights in effect on the date on which the version or
product first becomes available apply (subject to our commitment on use rights below),
c. For versions of a product that predate the latest version available as of an
enrollment effective date. If an enrolled affiliate is using a version of any product licensed
under its enrollment that became available prior to the version that was current on the enrollment
effective date, the enrolled affiliate's use of the earlier version will be governed by the product use
rights that would apply If the enrolled affiliate were using the version licensed under the
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enrollment, or in the case of Software Assurance or L&SA, the latest version that is or becomes
available at any time during its enrollment.
d. Microsoft's commitment on use rights.
For all products — use rights fixed by version. We will not change an enrolled affiliate's
product use rights under this agreement for any version of a product after it becomes available to
that enrolled affiliate under its enrollment.
For enterprise products — no detrimental use right changes in new versions.
(i) For new versions made available during the initial enrollment term. if we make
available a new version of any enterprise product during the initial enrollmen: term and that
new version is subject to certain use rights that are more restrictive than those that applied to
a prior version under an enrollment that was or became available during the it itial enrollment
term, the enrolled affiliate may run that new version without being subject to those certain
more restrictive use rights.
(ii) For new versions made available during each renewal term. Upon each renewal of
Software Assurance for an enterprise product, an enrolled affiliate's use of that product will
be governed by the use rights that apply to the latest version of that product available as of
the date of that renewal, including any terms lhat are more restrictive than those that applied
to a previous version of that product licensed by that enrolled affiliate under its enrollment
during the preceding term. However, if during a renewal term we make available a new
version of that same enterprise product with certain use rights more restrictive than those use
rights that applied to a prior version licensed under an enrollment that was or became
available during that same term, the enrolled affiliate may run the new version without being
subject to those certain more restrictive use rights.
(iil) New features or functionality. The right described in subsections (i) and (ii) above does not
apply to product use rights that relate specifically to new features or functione.tity added to a
new version.
To the maximum extent permitted by Florida law, in lieu of your obligation to indemnify us under various
provisions of the product use rights, you will be responsible for any cost or damages arising from any
claim to which your Indemnity obligation would otherwise apply.
8. No Services.
Notwithstanding any offerings that may exist for our non-govemment customers, services shall not be
offered pursuant to this agreement, but may be obtained pursuant to a separate Microsoft Services
Agreement which you may choose to enter into.
9. Software Assurance Membership.
Throughout the term of its enrollment (including any renewal), each enrolled affiliate, automatically
qualifies as a member of Microsoft's Software Assurance Membership program. Membership may entitle
the enrolled affiliates to special benefits. For a description of these benefits, an enrolled affiliate should
consult its reselier or Microsoft account manager.
10. Making copies of software.
a. Copies necessary for internal deployment. Each enrolled affiliate may make as many
copies of the products licensed under its enrollment as necessary to distribute the sroducts to the
users within its enterprise. All copies of any product must be true and complete copies (Including
copyright and trademark notices) and be made from CD-ROMs, disk sets or a network source,
acquired from or made available by a Microsoft approved fulfillment source for that product. Each
enrolled affiliate may also have a third party make and distribute copies In its place, but the
enrolled affiliate is responsible for third -party actions to the same extent it would be If the third
party were Its employee. We shall work with you in good faith to resolve any issues you may have
SLG MBA Microsoft Enterprise Agreement
v6.0
(North America) July f, 2002
Terms end Conditions Page 11 of 24
in making or obtaining licensed copies of products in a timely manner. You anc your affiliates
musi make reasonable efforts to make employees, agents and other Individuals running a product
aware that the product Is licensed from us and may only be run or transferred subject to the terms
of this agreement.
b. Copies for training, evaluation and back-up. During the term of its enrollment (including
any renewal), each enrolled affiliate and any affiliate included in its enterprise may (i) run up to 20
complimentary copies of any additional product in a dedicated training facility on :heir premises;
(ii) run up to 10 complimentary copies of any product that we make available to license as an
additional product for a 60-day evaluation period; and (iii) make and retain one complimentary
copy of any licensed product for back-up or archival purposes for each of their distinct geographic
locations.
c. Re -imaging rights. If an enrolled affiliate or any affiliate included within its enterprise has
licensed products from an original equipment manufacturer (OEM), through a rated' source or
under any Microsoft program other than this Enterprise Agreement program, it may use copies
made from the media provided under the enrolled affiliate's enrollment in place of any copies
made from the media provided through that separate source, so long as it complies with the
following restrictions.
(i) The enrolled affiliate must have obtained a separate license from the separate source for
each copy being replaced.
(ii) The product, language, version and all components (in the case of product ,suites, such as
Office) of the copies made from the media provided under an enrollment must be identical to
the product, language, version and all components of the copies they replace.
(iii) In the case of copies licensed from an original equipment manufacturer (OEM) or through a
retail source, in addition to the other conditions outlined in this subsection 10(c), the product
type (e,g, upgrade or full license) of the copies made from the media provided under an
enrollment must be identical to the product type of the copies they replace. However, an
enrolled affiliate may use copies of a desktop operating system made from the media
provided under Its enrollment in place of copies of the same desktop operating system
obtained from a separate source, even though they may be of different types (i.e. one may be
an upgrade and the other a full license), provided that the product, language a.nd version are
identical.
The use of any copies made under this subsection 10(c) is subject to the terms and use rights
provided with the copies being replaced, and nothing in this section creates cr extends any
warranty or support obligation.
11. Transferring licenses.
a. How to transfer. An enrolled affiliate may transfer perpetual licenses ordered under an
enrollment to an affiliate, as defined in the Microsoft Business Agreement, or to an unaffiliated
third party in connection with a privatization of the enrolled affiliate, as long as the enroHed
affiliate provides us with prior written and signed notice, on a form that we provide, that includes:
(i) the applicable enrollment number; (ii) the quantity of licenses being transferred by product and
version; (iii) the name, address and contact information of the transferee; and (iv) any other
information that we may reasonably request.
For all other transfers of licenses to unaffiliated third parties, our written consent is required. We
will not withhold our consent unreasonably. No license transfer will be valid unless the transferee
accepts in writing the applicable product use rights, use restrictions, limitations of liability, and the
transfer restrictions In this section 11. Any transfer made in violation of the requirements or
restrictions of this section will be void.
b. When transfers are not permitted. An enrolled affiliate may not transfer (i) licenses on a
short-term basis, (ii) temporary rights to use products, (ill) Software Assurance coverage, (iv)
S1.0 MBA Microsoft Enterprise Agreement
v6.0
(North America) July 1, 2002
Terms and Conditions Page 12 of 24
perpetual licenses for any version of any product acquired through Software Assurance
separately from the underlying perpetual licenses for which that Software Assurance coverage
was ordered; or (v) upgrade licenses for a desktop operating system product separately from the
underlying desktop operating system license or from the computer system on which the product is
first installed.
12. Term, termination and renewal.
a. Term. This agreement will remain in effect for 36 full calendar months following its effective
date, unless it is terminated as described below.
Each enrollment will have the term provided in that enrollment.
b. Termination of this agreement. Either party may terminate this agreement if the other party
materially breaches Its obligations under this agreement or the terms and conditions of the
Microsoft Business Agreement. Except where the breach is by its nature not curable within 30
days, the terminating party must give the other party 30 days written notice and opportunity to
cure prior to termination.
Effect of termination. Such termination will merely terminate either party's and its affiliates'
ability to enter into new enrollments under this agreement. Such termination will not affect any
enrollment not otherwise terminated, and any terms of this agreement app''icable to any
enrollment not otherwise terminated will continue In effect with respect to that enrollment.
c. Termination of an enrollment - general. Either party to an enrollment may terminate it if
the other party materially breaches its obligations under this agreement, including any obligation
to submit orders or pay amounts owed (even if such non-payment is caused by non -appropriation
of funds). If we terminate an enrollment, we may also terminate this agreement and all other
enrollments under it, unless the basis for termination of the enrollment is non -appropriation of
funds to the enrolled affiliate, in which event we may only terminate the affected enrollment.
Except where the breach Is by its nature not curable within 30 days, the terminating party must
give the other party 30 days notice and opportunity to cure. If we give such notice to an enrolled
affiliate, we will give you a copy of that notice as well. If an enrolled affiliate ceases to be your
affiliate, you must promptly notify us of this fact, and we may terminate its enrollment.
d. Termination of an enrollment — non -appropriation of funds. An enrolled affiliate may
terminate an enrollment without liability, penalty or further obligation to make payments, but
subject to Section 12(e), below (Effect of expiration or termination), if funds to rr ake payments
under the enrollment are not appropriated or allocated for such purpose.
e. Effect of termination or expiration. Upon expiration or termination of any enrollment, the
enrolled affiliate must order licenses for all copies of products it or its affiliates have run under its
enrollment for which the enrolled affiliate has not previously submitted an order. Except as
provided In the next paragraph, in the event of termination, all unpaid installments of the purchase
price for any licenses will immediately become due and payable, and the enrolled affiliate will be
entitled to perpetual licenses only after all such payments have been made.
If (i) an enrolled affiliate terminates its enrollment as a result of our breach, or (ii) we terminate an
enrolled affiliate's enrollment because it has ceased to be your affiliate, or (ill) you terminate an
enrollment for non -appropriation of funds, or (Iv) we terminate an enrollment 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 licenses for all copies of the products it has ordered. As an
alternative, it may pay only amounts due and payable as of the termination date, In which case
the enrolled affiliate will have perpetual licenses for (i) all copies of all products for which payment
has been made in full, and (ii) the number of copies o1 products for which payment has been
made in installments that is proportional to the amount that has been paid as of the termination
date.
SLCI MBA Microsoft Enterprise Agreement
v6.O
(North America) July 1, 2002
Terms and Conditions Page 13 of 24
f. How to renew an enrollment. We will provide each enrolled affiliate with 60 days prior
written notice of expiration of its enrollment or renewal term advising it of its renewal options. An
enrolled affiliate may have the option to renew its enrollment for successive terms of 12 or 36 full
calendar months. We and our affiliates will not unreasonably reject any renewal order. However,
we may make a change to the Enterprise Agreement program that will make it net;essary for you
and your enrolled affiliates to enter into new agreements and enrollments.
Placing renewal orders. To renew, the enrolled affiliate must submit a renewal order within 30
days after the previous term expired. The renewal order must be for Software Assurance for (I)
all enterprise products previously ordered for all qualified desktops in the enrolled affiliate's
enterprise as of the date of that renewal order, and (ii) all copies of additional products for which
the enrolled affiliate elects to renew Software Assurance. Each renewal term w II start the day
following expiration of the prior term. An enrolled affiliate may not add new enterprise products
not previously ordered during the initial term as part of its renewal; to license -iew enterprise
products It must submit a new enrollment.
Consequences of non -renewal. If the enrolled affiliate elects not to renew itfi enrollment or
Software Assurance for any additional product under its enrollment, and it otherwise allows
Software Assurance for any copies of any products licensed under its enrollment to lapse, then
the enrolled affiliate will not be permitted to order Software Assurance for such copies later
without first acquiring L&SA.
Non -appropriation of funds. The State of Florida's performance and obigation to pay
under this contract is contingent upon an annual appropriation by the legislature.
Nothing in the preceding sentence shall be construed to modify those sections of this
agreement that relate to either (i) the determination and adjustment of reference price;
(ii) the eligibility of an affiliate to place Software Assurance renewal orders; or (iii) the
termination of enrollments and subsequent issuance of partial license confirmations in
the event of an affiliate's non -appropriation of funds.
/3. Miscellaneous.
a. Entire agreement. The documents identified on the cover page to this agreement constitute
the entire agreement concerning the subject matter and supersede any prior or contemporaneous
communications. In the case of a conflict between any of these documents that is not resolved
expressly in the documents, their terms will control in the order specified in the Microsoft
Business Agreement. The terms of any purchase order or any general terms and conditions you
or your affiliates maintain, other than those mandatory terms required by statute o • regulation, do
not apply. This agreement (except the product use rights and the Product List) can be changed
only as required by law or by an amendment signed by both parties.
b. Survival. Provisions regarding product use rights, restrictions on use, evidence of perpetual
licenses, transfer of licenses, warranties, limitations of liability, confidentiality, compliance
verification and obligations on termination or expiration will survive termination or expiration of
this agreement or any enrollment.
c. Independent contractors. Resellers are Independent contractors who act in their own name
and for their own account; they have no authority to bind or impose any obligation or liability upon
us.
d. Copyright Violation. Except to the extent you are licensed under this agreerni nt, you will be
responsible for your violation of our copyright In the products, Including payment of license fees
specified in this agreement for unlicensed use. Your liability under this paragraph is subject to
the limitations found in Section 788.28(18), Florida Statutes, and nothing in this paragraph shall
be deemed to alter the limits set forth in therein.
SLa MBA Microsoft Enterprise Agreement
v6,0
(North America) July 1, 2002
Terms and Conditions Page 14 of 24
e. Determination of reference prices Reference prices for additional products and enterprise
products shall be determined as follows:
(1) Determination of pricing for additional products.
With respect to a product pool for which additional products are made available, during the term
of each enrollment executed hereunder, and provided that you are party to a Microsoft Select
Agreement (or its successor) during such term, the volume discount level for Each additional
product ordered pursuant to such enrollment in each product pool shall be the same volume
discount level that corresponds to such pool in such Select Agreement. For example, if the
volume discount level for the Servers pool in the State's Select Agreement is "Level 0," then the
volume discount level hereunder for additional products to the Servers Pool shall also be "Level
D."
(2) Determination of pricing for enterprise products.
(A) petermination of horizort tripe level. For each product family and for each annual
pricing period, we will determine a horizon price level that shall apply to all enrollments
containing enterprise products in such product family which have effectives dates that fall
during such pricing period, pursuant to Table 1 in Addendum A, by matching the horizon
desktop count for such family (as of the annual pricing date which immediately precedes
such annual pricing period) with the column marked "Annual Price Level Name."
For example if, as of the annual price date upon which the determination of horizon price
level for an annual pricing period is to be made, the horizon desktop count for the Office
family is calculated to be between 60,000 and 79,999 qualified desktops, then the horizon
price level for the Office family for such annual pricing period shall be the "60K Premium
Level."
(8} Determination of Initial price level. For each product family and for each annual
pricing period, we will determine an initial price level that shall apply to all enrollments
containing enterprise products in such product family which have effective dates that fall
during such annual pricing period, pursuant to Table 1 in Addendum A, b,, matching the
aggregate family desktop count for such family (as of the annual pricing date which
immediately precedes such annual pricing period) with the column marked Annual Price
Level Name."
For example if, as of the annual price date upon which the determinatior of initial price
level for an annual pricing period is to be made, the aggregate family desktop count for
the Office family is calculated to be between 80,000 and 119,999 qualified desktops, then
the initial price level for the Office family for such annual pricing period shall be the "80K
Premium Level."
(C) Establlshinp cortlponent initial desktop reference Prices fornew enrollments, The
Government EA Price List provided to resellers generally contains reference prices for
the following common enterprise products:
• Microsoft Office Professional;
• Microsoft Windows XP Professional Operating System Upgrades;
• Microsoft Core CAL; and
• Microsoft Desktop Professional (which is a suite composed of the preceding
three component products, and the reference price for which is equal to the sum
of the three component reference prices less the applicable platform discount).
For the purposes of the agreement, the Government EA Price List entry for Microsoft
Desktop Professional (or any other enterprise product we might add to such price list that
is a combination of component products from different product families) !hall not apply,
SI.G MBA Microsoft Enterprise Agreement
v6.O
(North America) July 1, 2002
Terms and Conditions Page 15 of 24
since this section 13(e) provides an alternate and equivalent means by which the
component products of such suite shall be priced. Rather, the components of Microsoft
Desktop Professional (or other suite of products from different product families) shall be
sold as separate line items to the reseiler. This is necessary in order that the year 3
desktop reference prices which apply to each of the product families which contain the
component products may be adjusted separately, as set forth below in Section
13(e)(2)(G).
On each annual pricing date, we will establish a list of 3-year desktop reference prices,
year 1 desktop reference prices, year 2 desktop reference prices, and year 3 desktop
reference prices (collectively, "initial desktop reference prices") for each of the most
commonly requested enterprise products, plus any other enterprise products for which
you may have requested reference prices. We will provide you with a list of such
reference prices. We will also provide your reseller(s) with a fist of such initial desktop
reference prices, along with the corresponding confidential reselier costs.
Such initial desktop reference prices shall apply to all new enrollments signed during the
annual pricing period which immediately follows such annual pricing date, but not
thereafter, unless different initial prices are agreed upon in writing between us and an
enrolled affiliate (or between us and you) based upon certain exceptions to standard
terms including (but not limited to) applied credits and/or deferred payment schedules.
initial desktop reference prices and true up desktop reference prices for each enterprise
product sold on an enrollment which becomes effective during an annual pricing period
shall be calculated, using the formulas below, using each such product's standard license
Select reference price (L') (except as noted below with respect to the Windows
Professional Upgrade) and one-year Software Assurance Select reference price ("SA')
pursuant to the reference prices found on the Select Price List which is in effect as of the
annual pricing date upon which the determination is being made for such annual pricing
period, and using a Select volume discount level that is determined for each pool based
on the respective initial desktop count and horizon desktop counts for the corresponding
product family as of such annual pricing date, as follows:
Qualified
Desktops
Select Level
15,000 or more
D
6,000 - 14,999
C
2,400 -5,999
13
2,399 or less
A
For example, If, as of the annual pricing date for which a determination is being made,
both the horizon and Initial desktop counts for the Office family are 1;5,000 or more
qualified desktops, then the Select reference prices that apply when calc.rlating "L" and
"SA" for products in the Office Family, for use in the below formulas, shall ne based upon
the "Level D" Select reference prices for such products.
For the purposes of determining the value of "L" solely with respect tc the Windows
Professional Upgrade, sixty percent (60%) of the Select reference price of such Upgrade
shall be used,
The following formulas shall apply:
(i)
for orders of License & Software Assurance on an initial order made pursuant to
a non -renewal enrollment, the initial annual reference prices shall be calculated
according to the following formulas:
SLG MBA Microsoft Enterprise Agreement
v6.0
(North America) July 1, 2002
Terms and Conditions Page 16 of 24
Formula for 3-year desktop reference price (using the horizon desktop count to
determine the applicable Select volume discount levels):
((L + (3 x SA)) x 0,85 ); less (a) an additional premium level discount Of
applicable); less (b) a platform discount (if applicable) pursua nt to the terms
and conditions below governing such additional discounts.
Formula for both year 1 and year 2 desktop reference prices (using the initial
desktop count to determine the applicable select volume discount ,'evels):
((L + (3 x SA ) ] x 0.85 / 3 ); less (a) an additional premium level discount
(if applicable); less (b) a platform discount (if applicable) pursuant to the
terms and conditions below governing such additional discounts.
Formula for year 3 desktop reference price:
( 3-year desktop reference price - year 1 desktop reference price - year 2
desktop reference price )
(ii) for orders of Software Assurance on an initial order made pursuant to a renewal
enrollment, the initial annual reference prices shall be calculated according to the
following formulas:
Formula for 3-year desktop reference price (using the horizon desktop count to
determine the applicable select volume discount levels):
(( 3 x SA ) x 0.95 ); less (a) an additional premium level discount (if
applicable); less (b) a platform discount (if applicable) pursuant to the terms
and conditions below governing such additional discounts.
Formula for both year 1 and year 2 desktop reference prices (using the initial
desktop count to determine the applicable select volume discount levels):
( SA x 0.95 ); less (a) an additional premium level discount (if applicable);
less (b) a platform discount (if applicable) pursuant to the terms and
conditions below governing such additional discounts.
Formula for year 3 desktop reference price:
( 3-year desktop reference price - year 1 desktop reference price - year 2
desktop reference price )
(iii) for orders of License & Software Assurance on the first anniversary true up order
made pursuant to either a renewal enrollment or a non -renewal enrollment, the
true up desktop reference price shall be calculated according to the following
formula (using the initial desktop count to determine the applicable select volume
discount levels):
( L + ( 2.5 x SA ) ) x 0.85; less an additional premium level discount (1f
applicable); less a platform discount (if applicable) pursuant to the terms and
conditions below governing such additional discounts;
(iv) for orders of License & Software Assurance on the second anniversary true up
order made pursuant to either a renewal enrollment or a non-rene Hal enrollment,
the true up desktop reference price shall be calculated according .'o the following
formula (using the initial desktop count to determine the applicable -select volume
discount levels):
( L + (1.5 x SA ) ) x 0.85; less an additional premium level discount (if
applicable); less a platform discount (if applicable) pursuant to the terms and
conditions below governing such additional discounts; and
SLG MBA Microsoft Enterprise Agreement
v6.0
(North America) July 1, 2002
Terms and Condftions Page 17 of 24
(v) for orders of License & Software Assurance on the third annNersary true up
order made pursuant to either a renewal enrollment or a non -renewal enrollment,
the true up desktop reference price shall be calculated according ,`o the following
formula (using the initial desktop count to determine the applicable select volume
discount levels):
{ L + ( 0.5 x SA ) j x 0.85; less an additional premium level discount (if
applicable); less a platform discount (if applicable) pursuant to the terms and
conditions below governing such additional discounts.
The results of each of the above calculations will be rounded to the nearest penny.
(D) Additional discounts applied to initial prices for components. After calculating initial
prices for each component enterprise product pursuant to the above formulas, the
following additional discounts may be applied to such prices, subject to the terms and
conditions below:
(a) A 'premium level discount" will be applied to an enterprise product,
provided that the aggregate family desktop count that applies to such
product is equal to or greater than 40,000 qualified desktops. The
amount of such premium level discount with respect to Initial price levels
shall be determined according to Table 1 in Addendum A, by matching
the initial desktop count for the applicable product family (as of the
annual pricing date which immediately precedes such annual pricing
period) with the applicable column under the heading "Premium Level
Discount." The amount of such premium level discount with respect to
horizon price levels shall be determined according to Table 1 in
Addendum A, by matching the horizon desktop count for the applicable
product family (as of the annual pricing date which immediately precedes
such annual pricing period) with the applicable column under the heading
"Premium Level Discount." Such premium level discount (if any) will be
applied before applying a platform discount (if any).
For example, if the year 1 annual reference price of a comn7onent product
in a non -renewal enrollment, before a premium level Discount and/or
platform discount is applied, is $100.00, and if the initial price level for
the product family for the applicable annual pricing period is determined
to be the 80K premium level, then a corresponding premium level
discount of 6% will be applied (i.e. a discount of 6 percent of $100,00, or
$6.00), such that the resulting initial annual reference price before the
platform discount is applied will be:
($100. 00 - $8.00) _ $94. 00,
For another example, if the 3-year reference price of a component
product in a non -renewal enrollment, before a premium level discount
and/or platform discount is applied, is $300.00, and if the horizon price
level for the product family for the applicable annual pricing period is
determined to be the 60K premium level, then a corresponding premium
level discount of 4% will be applied (i.e. a discount or 4 percent of
$300.00, or $12.00), so the resulting 3-year reference price before the
platform discount is applied will be:
($300.00 - $12.00) _ $288.00.
(b) A 'platform discount" will be applied to component platform products
(e.g. Microsoft Office Professional) ordered pursuant to platform
SLG MBA Microsoft Enterprise Agreement
v6.0
(North America) July 1, 2002
Terms and Conditions Page 18 of 24
enrollments, but not to other enterprise products, if any, ir, such platform
enrollments (e.g. a platform discount would not apply to Microsoft
Project). Such premium level discount (if any) will bE applied after
applying a premium level discount (if any), and shall be as follows:
Such platform discounts are as follows:
(i) 15% for initial orders of License & Software Assurance on non -
renewal enrollments;
(li) 5% for initial orders (but not true up orders) of Software
Assurance for renewal enrollments; and
(ill) 15% for true up orders of License & Software Assurance for both
renewal enrollments and non -renewal enrollments,
For example, if the year 1 desktop reference price of a component
product in a non -renewal platform enrollment, after the premium level
discount is applied, is $94.00, then a platform discount .Df 15% will be
applied (i.e. 15% of $94.00, or $14.10), so the resulting initial annual
reference price will be
( $94.00 - $14.10) _ $79.90.
The results of each of the above discount calculations will be rounded to the
nearest penny.
Platform discounts will be provided so long as they are made generally available
to all volume licensing customers. if the amount of such generally available
platform discount is either increased, decreased, or eliminated, such increase,
decrease or elimination will apply to the annual pricing period which immediately
follows such event.
(E) Annual provision of reference prices. Table 3 in Addendum A stows the initial
desktop reference prices, year 1 desktop reference prices, and year 2 desktop reference
prices that shall apply during the first annual pricing period hereunde•. Table 4 in
Addendum A shows the true up desktop reference prices that shall apply during the first
annual pricing period hereunder. We will provide you with new initial annual reference
prices on or before the first day of each subsequent annual pricing period.
(F) peferroiggion of 111 ainh/voJsary. 2"`' anniversary. and ending price levels. Upon
each annual pricing date, and for each product family, we will both:
(!) determine a volume discount level by matching the aggregate family desktop count
for such family (as of such annual pricing date) with the column marked 'Annual Price
Level Name." pursuant to Table 1 in Addendum A. Such volume discount level shall:
• be referred to hereafter as the "1st anniversary price level" with respect to
enrollments (if any) for which the first anniversary of their effective dates
falls during the annual pricing period which immedlatel i follows such
annual pricing date; and
• be referred to hereafter as the "2"d anniversary price level" with respect
to enrollments (if any) for which the second anniversary of their effective
dates falls during the annual pricing period which immediately follows
such annual pricing date; and
(11) determine an 'ending price lever with respect to enrollments for which the second
anniversary of their effective dates falls during the annual pricing period which
immediately follows such annual pricing date. Such ending price level shall be
SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 19 of 24
v6.o
(North America) July 1, 2002
determined according to the relationship between initial price level, i" anniversary price
level, and 2"d anniversary price level, respectively, according to the followi g table:
SL4 MBA Microsoft Enterprise Agreement
v8.0
(North America) July 1, 2002
Terms and Conditions Page 20 of 24
Annual Prim Level Criteria:
f Examples with sample price levels:
If the 1"
anniversary
price level
1e:
And the 21"
anniversary
price level
le:
then the
ending
price level
will be:
Initial
Annual
Price
level
1'1
Anniversary
Annual Price
Level
2"d
Annlveri�ary
Annual Brice
Level
Eliding
lud
Eprice
Level
the same as
the initial
price level
any level
The initial
price level
BOK
80K
Any Level
BOK
Higher than
the initial
price level
the same or
higher than
the first
anniversary
price level
The first
anniversary
price level
BOK
120K or
higher
120K or
higher
120K
Higher than
the initial
price level
lower than
the first
anniversary
price level
but higher
than the
initial level
the second
anniversary
price level
60K
120K
80K
80K
Higher than
the initial
price level
the same as
or lower than
the initial
price level
The initial
price level
80K
120K
80K or EOK
i
80K
Lower than
the initial
price level
the same or
lower than
the first
anniversary
price level
The first
anniversary
price level
60K
40K
40K or D
40K
Lower than
the initial
price level
higher than
the first
anniversary
price level
but lower
than the
initial level
the second
anniversary
price level
60K
D
40K
40K
Lower than
the initial
price level
the same as
or higher
than the
initial price
level
The initial
price level
60K
D or 40K
60K or £OK
60K
For the purposes of the above table, one annual price level Is "higher" than another
volume level if the minimum aggregate family desktop count requirement for such level is
greater than that for the second level, and one annual price level Is "lower" than another
volume level if the minimum aggregate family desktop count requirement four such level is
SLG MBA Microsoft Enterprise Agreement
v6.0
(North America) Juiy 1, 2002
Terms and Conditions
Page 21 of 24
lower than that for the second level. For example, the 40K Premium Level is lower than
the 60K Premium Level, but is higher than Level D.
(G) Adfustments to year 3 .depktoD referenoQ prides upon sustained increase of annual
price level.
The year 3 desktop reference prices of each enterprise product in each enrollment is
subject to reduction, provided that the ending price level for the applicable product family
has increased, relative to the horizon price level.
Such reduction in year 3 desktop reference price will be determined separately for each
product family, prior to the second anniversary of each enrollment's effective date, based
upon adjustment multipliers determined pursuant to Table 2 in Addendum A. The
adjustment multiplier for each applicable product family on an enrollment is determined
pursuant to such table by finding the intersection of (i) the column which (,orresponds to
the combination of initial price level and horizon price level, and (ii) the line which
corresponds to the ending price level.
To determine the adjusted year 3 desktop reference price for an enterprise product, the
adjustment multiplier applicable to each enterprise product will be multiplied by the
originally calculated year 3 desktop reference price for such product, and the resulting
amount shall be rounded to the nearest Penny.
(H) Additional terms and conditions. You acknowledge and agree that there may be
certain instances in which the reference prices of certain enterprise products in certain
enrollments executed by affiliates, whether under this Enterprise Agreement or otherwise
under a separate Enterprise Agreement or Enterprise Subscription agreement, may be
adjusted in ways that vary from the adjustments agreed upon in Section 13(e)(2)(G),
pursuant to separate agreement between the enrolled affiliate and us. Such instances
may include, but are not limited to, those enrollments: (i) that were executed prior to this
enterprise agreement; (11) that contain other enterprise products than those in the three
product families defined herein; (ii1) for which we negotiate a special payment schedule
such as a "ramped" installment payments; and (iv) for which a special price is negotiated
to match the equivalent Select reference price for sufficient licenses, sucr. as to account
for unexpired Upgrade Advantage and/or Software Assurance.
In the event that, in the absence of this Section 13(e), an enrolled affiliate would
otherwise qualify for a lower reference price, for one or more of its chosen enterprise
products, than the corresponding reference price(s) for such enterprise product(s) as
determined pursuant to the terms and conditions hereof, the lower of the two reference
prices for each such enterprise product shall apply.
Reference prices are provided only for the purpose of comparison. Actual pricing and
payment terms will be determined by agreement between each enrolled affiliate and its
chosen reseller. All adjustments to reference prices defined herein will correspond to a
proportional adjustment we will make to the reseller's confidential cost.
The State shall, in the normal course of business, post this agreement to the State's
MyFlorida.com webslte.
SLG MBA Microsoft Enterprise Agreement
ve.a
(North America July 1, 2002
Terms and Conditions Page 22 of 24
Addendum A
Table 1: Volume Level Determinations
Horizon Desktop Count or
Initial Desktop Count
Annual Price Level Name
EA l Select
Price 'List
Volume Level
Premium
• Level
Discount
Below 40,900
Level D
Level 0
NM
40,000 - 59,999
40K Premium Level
Level 0
2.0%
60,000.79,999
BOX Premium Level
Level D
4.0%
90,000 -119,999
90K Premium Level
Level 0
6.0%
1.20,000 - 299,999
120K Premium Level
Level D
7.5%
300t000.499,099
300K Premium Level
Level D
9,0%
600,000 or more
500K Premium Level
Level 0
109%
Table 2: Multipliers to apply to "ramped" Year 3 price:
lnillal Mee Level
-Level
D
40K
40K.
8*
60K
.BOK
80K MORINO
horizon fries
0
8
40K
• 40K
WI<
D
1'b
1.000 �.
1.000
1_000
1.016
1.000
1.000
1.0�10'
1,A�01
outs"
5L
4q m Level
0.940
'0.942
1.0150
O.t
1,c00
00k Levu
0.840"
0.$s
0.939
- oasts
0.941
'
1.000
0.593
0,839
SOK .Prirllittm Level
0420
0.827
' 0,879
0.033
0,882
0.638
120K•Premium Level
0.775"
0,784'
0.832
- 0.792 '
0.838
;
0;89'1
0,799
0.759
300K Premium Level
0.730
0.740
0,78L
0.750
0.794
0.844
500K •Ftreml um Level
0, /60.
0.712
0.755
0..722
0.765 4
0.013
0.732Mittel
t
Prise Level
sox '
kil(
8A
1201d
ixt1K
120K
1264
Horizon: Price Lineal
(OK
60K
r SDK
. b
4014
80K •
10k
1.0pp
Level
1.000
V
1.000
1.000
1AD
1.060
1,000
4OKFternluni Level
1,000-1
1.000
1.000
0.948
1.000
1.000
1.500
1.300
60K Premium Laval
0.943
1.000
1,000
0.896
0.945.
1.000
110K Premium Levet
0.807
0.940
• 1,000.
9.843
0.090
0.942
1. 300
120K Premium Level
0,644
0.096
0.002
0.804
0,849
0198
0.954
300K Premium Level
0,802
0.850.
0 904 ••
0.765
0.807
0,854.4
0.90/
500K Prienium L VeI
0.774 '
0.020
_... .0.87i
•• 0.739
0.i80
TS29
0,876
'
' irlitiel o!T elrnel '
120K
8ti0K •
300K
it
300K
300K
Horizon. Price Level
R 120K.
'b
40K
SOK
120K
300R.
1...537
a 1
Level D
1.000
1,000
1,060
'
1,000
1000
1.000
411K Prrmlurn Level
1,000
. 0.949
1,000
1.000
1.000
1.000
1.300
1:000
OQK Pr►*nium LIwN
1.000
0898
0:048
. 1.000.
1.000
1.000
*01K Primlum Level
1.000
0,847 .
0.893
. 0.943
1.00{1
1,0650
1.
. 120KPremium Leval
1.000
0.809
0.063.E
0.901
0455
1,000
1,300
300K Premium Leal
0.951
0,771
0,813
0.858
D.910
0.953
1 400
50OKPremium Laval
0.919
0.340'
0,786:
0.830
0.880
0.921
0.-907
InAei pe Levin
40OK
6011K
5q0
500X
5000K
P
6004
8001t
_ iior glee Level
D
4 K
6b
- 6011
124
300K
4
5o0k
...
r
Level 0
1.000
1.000-
1.00(
1.000
1.000
i .600
1..300
40K Priireicrn Le1ie1
0.950.
1.000
1,000
1.000
1.000
1.000
1.000
BOK Premium Level
0,900
•
0.947
1:000
1.000
1.000
1.000
1,000�
l.*
, 000
iK P►ornium.Laval
0,550
0,995
0.944 '
1:000
1.000
i K Premium Level
0�13
D,851S
0.903
0.�15¢ 1.000
1.:000
1.
300Kpryrrn1u1;1Leval
0.778
O.B16.
0,881
0.9120.954
1.000
1A°0
60OK Premium Level
0,78r'1
• 0.789
- 0.833
0.8821 0.423
0.988
1.300
SLG MBA Microsoft Enterprise Agreement
v8.0
(North America) July 1, 2002
Terms and Conditions
Page 23 of 24
Abddendum A (Continued)
Table 3: Per -Desktop Reference Price, for Initial Orders Under Enrollment■ During the tat Arnim! Pricing Period
The following reference prices are calculated pursuant fo Section 12(d), using an BOK Initial Price Level and an BOK Horizon Price Level, whfrh ere
based on the following desktop counts as of the tat annual pricing date, none of whtCh are scheduled to expire by the second annual pricing date:
Office
Windom
CAL
From Enterprise Foroamer t6'
B4.221
NerhPfatform enlalarienle �••"•
neeral entailment,
Renewal 6nrolbeerrt5
2,Year
• Desktop
Relerance
• Prise
ear 1
quirk,
Reernnce
Preto
Yew 2
Desktop
Rehremea
Price
goer 3
13440300
Reference
Price"
3-Year
Desktop-
flelerence-
Price.
Yalu 1
Desktop
Reference
Price
Year 2-
8sektop
Aeleremce
Price
Y.err"
Dossing
neleresce
Primes-
OfFiarl`A1
4
100.14
100.14
10014
ill07
ASA
4&,
pf}
0- era CAL •
210.33
72.15
721e
72,17
141-44�
34, 3
34,e3
i
;14.C2
each* CAL
70.71
„24.24 -
24.24
zit pi
34,33
11.61'
11 61
" 1.6l
O Tea
624 3
178.18
172.18
17e.17
27e.82
07•@7
02.e7
,
Ir2.88
riftfas laid
443 4a
147.62
147.CR
l4T.ft1
230
76,t1i
7$,Ntf.
Y6.70"
bnerePalrl CAC
77 50
26 B.,E"
25,83 -
- 2284
37.61
12.50
12.50
12,61
6 CAL
44 74
14.�1
14.41
14.02
21 43
. 714
7.14
:7.13
W.
"WMltiavre.CA1
16140
5350
63.1V
53.80
' 77.86
26.911
26,00
306,161
32,741
10,02
1202-
10.*2
10.07
s.3s
5.36
5.36
'often!, ProfriN'1onut
101.e0
33,48
6,3 03
5304
116,20
32.40
3240
3240
Platform &eretlelrfe .��•
Ncrfenewa1enrelimente
- slirelr
Desktop
Ridefeece
Preis
Resievalinehiltiotta
Pair i
Desktop
Refti}.mee
Price
Year 2
ae flop
Refenatee
Price
74arj
DelMhp
Refersoce
Price ••
1-1( tax
Desktop
Reference
Price
Fier 1
Osa►top
Rekerenoe
Price
If earl
Desktop
RMeranos
Pelee
Yawl
Deoldop
Petsr,nee
Prfos"
daC*Oi+�Il� CAL
286 34
$3.12
; ee:12
66 12
137.44
4811
4581
7S 6
Cols CAL
164.05
et 35
61.35
81.36
96.26
Woe
36.09
33 06
Exchange CAL
51 Ap
2060
20.60
wed
33.00
11,03
11,03
11,6�t
Pep
454.36
131.45
151.48�
151.45
264.60
6821
66 23
6M
04110, 316
376.03
1;�65.
126.e5
128.63
2115.87
7208
72.93
72 05
Shenpotn?CAL
05:fie
21.06
si.011
21.96
36,63
11.Qe
11.63
1:1.57
5at6A1.
seal
12,67
1267
1269
30.36
6-78
8..78
6 p
SOL CAL
137,10
45.73
46,73
4513
73.01
24.e1
24,t,1
24.64
WIn tow, CAL
27:.88
9.28
0.28 -
920
1227
5.09
6.00
i(fp
WMrlews Ploreaelonal
137.33
43.84
45.64
46.65
16644
36.48
33.43
3e.44 r
Nola that the Year 3 oeaktop reference Price Is subie l 1c reduction in certain case6, pursuant to the farms and condllion6 41 Section 12(d),
Table 4: Per Desktop True Up Reference Prices for Enrollments Under Enrollments During theist Annual Pricing Period
iromPirdarm enrollment%
Platform Enrollments
1st
Armivireary
True Up
Desktop
Relerence
Prise
2nd
Anniversary
Titre tap
Desktop
Rete eniar
Prig*
- 3rd
Annivereary
True Up
Desktop
Relsruess
Price
tat
Anniversary:
True Up
Desktop
Reference
Price
Ind
Anniversary
True Up
Dekl*P
Reference
Price
3rd
Anniversary
True 1Up
Desrlop
Relrrimoe
Price.
0eckOM10. CAL
2` e. .
' .rt
1O11.
tar :02
r 200.03
163,11p
Ceres
#CQ1I6
1e5.71i
138.E
170.61
144,E
117,54
Eeekanee CAL
e7.51t
37.13
45.74
57:30
49
30.73
Mew Pro
40it.0
40004
326,70
. 410.03
348,41
277,77
O#11ar led
40p:ue
,
340-67
271.66�
347,7*
.- 269.a1 4, 00,91
ehrcePeirrt CAL
71.01
80,79
49.64
61.12
51.81 42.11
WAS CAA,
"
41
30.16
23.76
i 32
20 24.45
sot. tie,
1 149. 1
Ism103.47
127.34
4
107.64 37,88
Window, CAL
30.
26.87
20.77
2261
21,73 17.65
83,11' 64.61
MWaWsPnolsosional
r
144,
ttc.261 75.91
f22.113
SLG MBA Microsoft Enterprise Agreement
v6.0
(North America} July 1, 2002
Terms and Conditions
Page 24 of 24