HomeMy WebLinkAboutTerms and Conditions 2MICROSOFT SERVICES AGREEMENT
TERMS AND CONDITIONS
1. Definitions. In this agreement, "you" means, as the context requires, the agency that has signed this
agreement with us or the affiliate that signs a work order or services description; "we" or "us" means, as the
context requires, the Microsoft entity that has signed this agreement or the affiliate that signs a work order or
services description; and "affiliate" has the meaning given to it in the Microsoft Business Agreement identified
on the cover page of this agreement.
2. Services. We agree to provide support and consulting services under the terms and conditions of this
agreement. The precise scope of the services will be specified in work orders (for consulting services) or
services descriptions (for support services) entered into under this agreement. A work order template is
attached as Exhibit A to this agreement. Services descriptions offered by us as of the Effective Date of this
agreement are attached as Exhibit B to this agreement. Actual services to be provided by us under a work
order or service description will be those described in a work order or service description executed by you and
us. You or any of your affiliates can enter into work orders and services descriptions under this agreement
with our local affiliate. Our ability to deliver the services depends upon your full and timely cooperation, as
well as the accuracy and completeness of any information you provide. This agreement does not obligate
either of us or any of our affiliates to enter into any work order or services description.
3. Fees and expenses. You agree to pay us the fees described in each work order and services description, and
reasonable out-of-pocket travel and living expenses (if any). You agree to pay within 30 days of the date of
our invoice. We will not change our fees during the term of a work order or services description, but we may
adjust fees prior to entering any new work order or services description. Our fees exclude taxes, duties, tariffs
or other governmental charges or expenses (including, without limitation, any value added taxes), and such
applicable taxes will be billed to and paid by you. We are responsible for taxes based upon our personal
property ownership and net income. We will assess a finance charge of the lesser of 1.5% per month (except
in Canada, where the charge shall be 18% per annum, accrued, calculated and payable monthly) or the highest
amount allowed by law on all past due amounts. Failure to pay for more than 60 days after the date of invoice
shall be a material breach.
4. Supportability. During the term of a services description, we can add support for new products or
discontinue support for products that are obsolete or the intellectual property rights of which are sold to
another company. If we discontinue support for a product, we must give you six months prior notice. If we sell
to another company the intellectual property rights to a product, we will give you notice of the sale and either
(i) arrange for the other company to continue the support immediately; or (ii) continue support ourselves for
90 days to give you time to make alternative arrangements.
There may be cases where your implementation of our products cannot be effectively supported. As part of
providing the support services, we will notify you if we reach that conclusion. If you do not modify that
implementation to make it effectively supportable within 30 days after the notice, we will not be obligated to
provide additional support services for that particular implementation.
We will provide support services only for Microsoft products that are validly licensed.
5. Ownership and license. Software and materials that we provide in connection with the services will be
provided object to the following provisions:
a. Consulting Services. Each work order will specify the rights in computer software and materials delivered
under it.
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b. Support Services. We license you the bug fixes, workarounds, patches, beta fixes and builds in accordance
with the terms set forth in the Microsoft Business Agreement. We may also provide other computer
software and materials in connection with support services. The services description will specify the rights
in the computer software and materials for those services.
c. Knowledge Base. We may use any technical information we derive from providing the services relating to
problem resolution, troubleshooting, product functionality enhancements and fixes, for our knowledge base.
We agree not to identify you or disclose any of your confidential information in any item in the knowledge
base.
6. Term and termination. This agreement shall remain in effect until terminated. You may terminate this
agreement, any work order or services description for convenience by giving us 30 days written notice. Either
party may terminate this agreement or any work order or services description if the other party is in material
breach or default of any obligation that is not cured within 30 days notice of such breach. You agree to pay all
fees for services performed and expenses incurred prior to termination. Termination of this agreement will
terminate all outstanding work orders and services descriptions.
7. Survival. The provisions regarding fees and expenses, ownership and license, and miscellaneous of this
agreement, and any provisions specified as surviving in a work order or services description, survive any
termination or expiration of this agreement, any work order or services description.
8. Insurance. At all times when we will be performing services on your premises, we will have the following
insurance coverage:
a. Commercial General Liability covering bodily injury and property damage liability with a limit of not less
than $1,000,000 each occurrence;
b. Workers' Compensation (or maintenance of a legally permitted and governmentally approved program of
self - insurance) covering our employees under applicable workers' compensation laws for work -related
injuries suffered by our employees;
c. Employer's Liability with limits of not less than $1,000,000 each accident; and
d. Software Errors and Omissions Liability covering damages arising out of negligent acts, errors, or
omissions in the performance of this agreement, with a limit of liability of not less than $2,000,000 each
claim.
We will provide you with certificates of insurance evidencing this coverage on request.
9. Miscellaneous.
a. Entire Agreement. The documents identified on the cover page of this agreement constitute our entire
agreement concerning the subject matter hereof, and supersede any other prior and contemporaneous
communications. The terms of these documents shall control in the following order: (i) the Microsoft
Business Agreement; (ii) this Microsoft Services Agreement; (iii) any work order or services description.
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 or regulation, do not apply. This agreement can be changed
only by an amendment signed by both parties.
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b. Independent Contractor; Subcontractors. We provide our services as an independent contractor, and will
be responsible for any and all social security, unemployment, workers' compensation and other withholding
taxes for all of our employees. We may use subcontractors to perform services, in which case we will be
responsible for the performance of those subcontractors.
c. Cost or Pricing Data. We will not, under any circumstances, accept work that would require the
submission of cost or pricing data, or be obligated to provide such data, including without limitation, any
modifications to any work order or this Agreement.
d. Obligation in Lieu of Indemnity. In lieu of any obligation by you to indemnify us under this agreement, a
work order or service description, you agree that you shall be completely responsible for any cost and
damages arising from any claim, lawsuit, or other action to which your indemnity obligation would
otherwise apply.
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