ifiiit:i'rjsoft ivolume licensing enrollment for education...

IfIIit:I'rJsoft IVolume licensing

Enrollment for Education Solutions Amendment 10 CTM3

6-57KTUOO7V

This OffICe 365 Security Incident Notification amendment ("Office 36' 51 Nollce Addendum") is entered into between the parties identified on the signature form for the enrollment identified above ("Enrol/menr). The parties agree that the Office 365 SI Notice Addendum supplements the Enrollment and applies to only the Office 365 Services, defined below, Institution buys under the Enrollment.

1. Definitions

Capitalized terms used but not defined In this Office 365 81 Notice Addendum will have the meanings provided in the Enrollment and Campus and School Agreement. The following definitions are used in this Office 365 81 Notice Addendum

"Customer Data" means all data, including all texl, sound. or Image flies thai are provided to Microsoft by, or on behalf of, Institution Institution's use of the Office 365 Services.

2. Security Incident Notification

EESEnrAmand(WW)(ENG)(Aug2012) M91-EI)U CTM

eo Pall" 1 012

3. Miscellaneous

d. Confidentiality. Institution will treat the terms and conditions of this Office 365 SI Notice Addendum, as confidential and shall n,ot disclose them to any third party except for Institution's auditors or consultants thai need access to this information for the purpose of this business relationship as articulated In this Office 365 SI Notice Addendum and tile Enrollment.

e. Term and termination. This OffICe 365 SI Notice Addendum shall automatically terminate upon any termination or expiration of the Enrollment

f. Order 01 Precedence, If there Is a conflict between any provision in this Offlce 365 SI Notice Addendum and any prOVision in the Enrollment or Campvs and School Agreem~mt, this Ofl1ce 365 SI Notice Addendum shall control.

Entire Agreement, Except for changes made by this Ofl1ce 365 51 Notice Addendum, tile Enrollment remains unchanged and In full force and effect

EESEnrAmand(WW)(ENG)(Feb2011 ) M91· EDU eTM

80 of 2

Microsoft Volume Licensing

Program Signature Form

MBA/MBSA numb.r I 6·57KTUOQ7V

Agroom.nt number 75C30553

Note: Enter the applicable active numbers associated With the documents below. Microsoft requires the associated active number belndlcaled here, or IIsood below as new.

. .. For the purpose!l ofthlsform, "Customer" can meaothe signing entity, Enrolled Affiliate, Governmen, . Partner, Institution, or other party entering Into a volume licensing program agreement. ..•..•

This signature form and all contract documents identified In the table below ere entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below.

Contract Document j Number or Code

<Choose Agreement> Document Number or Code <Choose Agreement> Document Number or Code <Choose Agreement> Document Number or Code <Choose Agreement> Document Number or Code <Choose Agreement> Document Number or Code Enrollment for Education SoMons )(20-02452 (New) <Choose Enrollment/Registration> Document Number or Code <Choose Enrollme_ . Document Number or Code <Choose Enrollmen > Document Number or Code <Choose Enrollment/Registration> Document Number or Code Amendment CTM1 New Amendment CTM2 New Amendment CTM3 New Document Description Document Number or Code Document Description Documen! Number or Code -

By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above' contraot documents, including any websiles or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents.

Customer

Name of Entity (must be legal entity name» University of Manitoba

Signature' p ~ Printed First and Last Name' f',iJI;) t. /I . ~ ~ \ Printed Title' !/IU - Pl'f~/Z>~ (f1I}mJIYI 'i"I'f'FPrl1JN ~ Signature Date'

Tax 10

programStgnForm(MSSlgn)(NA,LatAm)ExBRA,MLI(ENG)(Oct2012) Pagelof3

, ' Microsoft Affiliate

Signature

Printed FirAII~ 1!t:t:-1f1'.Ii

Signature Date (date Microsoft Affiliate oountetslgns)

Effective Date (may be dlfferenlll1an MlclO50trS signature date)

MAR 07 2013 Jessica Powell Authorized on behalf of

Optional 2"d Customer signature or Ou!sourcer signature (If applicable)

" Customer "

NameOfEntity~, e lentltyname)* UtVl~l1Y OF !vf/Wrt:C.6q Signature' / '

Printed First an Las me' MI/<-e LArJ~c;:::' Printed Title" (fJO I ;t;sT Signature Dale" ~ 4- l '0

* indicates required field

Outsourcer

Name of Entity (must be legal entity name)"

Signature'

Printed First and Laat Name"

Printed Title'

Signature Date"

• indicates requIre field

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If Customer requires physical media, additional contacts, or Is reporting multiple previous Enrollments, include the appropriate form(s) with this Signature fOfm.

After this signature form Is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form Is fully executed by Microsoft, Customer will receive a confirmaijon copy.

Microsoft Licensing, GP Dept. 551, Volume licensing 6100 Nan Road, Suite 210 Reno, Nevada 89511·1137 USA

..... __ .. __ ., .. _ .... __ ._ ... ~, __ ._,.* » ............ _\.~1 ... _'''_' ......... ''''' .. " .. " ........... , ............. "' ... ,

Prepared By: John Green

john,[email protected]

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1= Microsoft Volume Licensing

Enrollment for Education Solutions

Enrollment Number 1'2\2 0'1 f ~ M"""'oIt 10 """",I... 0...) <.) OCf.lY

Provlous Enrollment Number (If applicallla)

_.tI0 ccmp/ete .... _____ -'

6770318 Qualifying Enrollment Number I

(If applJeable) PlJrlnlN'lo c¢mplste I..-_____ ....J

Please note that by entering Into !tils Enrollment for Education Solutions ("Enrollmenf') Institution, regardless of whelher it Is a primary/secondary school or a hlghar/furlhar education entity. becomes part of the Campus Program. Institution's reseller will usa Ihe Campus Program tools and pricing Infrastructure to register Institution for this Enrollment. All communloations from Microsoft will indicate that Institution is part of the Campus Program.

This Enrollment Is entered Into between the entities Identified In. and as of the affective dale listed In, the signature form ("Enrollment Effective Date"). Institution represents and warrants !tial It Is tlhe same losmullon that entared Into the Campus and School Agreement Identified on the Signature form ("Agreemenr') or an Affiliate of Institution. The Agreement must be at least version 3.4 In order for the EnroRment to be velld.

This Enrollment consists of (1) this document and the signature form, (2) the terms of the Agreemen~ (3) the Supplemental Terms and Conditions for Online Servicas (Academic), (4) the Supplement for Microsoft Llve@edu (If applicable) located at ht.lP;ilwww.mlcrosoft.comllicanslnglconlracts. and (5) any supplemental contact Information form.

The terms and conditions In !tils Enrollment supersede any conflicting terms end conditions In the Agreement.

Enrollment Term. Thls'Enroliment will expire el!tier 12 or 36 full calendar months from the enrollment effective Date, depending on Institution's election below and may be terminated earlier as provided In the Agreement. Please s'elect only one fnltlal Enrollment term option:

o 12 Full Calendar Mon!tis 181 36 Full Calendar Months

Prior !Enrollment. If renewing Subscription Licenses from a Previous Enrollment or Agreement. the Previous Enrollment Of Agreement number must be Identified in the designated box above.

1. Contact information. Each party will notify the other In Wl'lting If any of the information In the following contect Information pagels) ehanges. TIle (:Ialerisk ('" indloates required fialda. Microsoft may disclose contact Information as necessary to administer this Enrollment.

a. Primary contact Information. Institution must Identify an Individual from inside ils organization to serve as the primary contact. This conlact Is also the defaull online administrator for this Enrollment and will receive ail notices unless Insmullon provides Microsoft written notice 01 a change. The online administrator may appoint other administrators and grant others access to online Information.

EES2011 Enr(NA)(IlNG)(Jun2012) Page 1 of11 cocument )(20-Q2452

Name of entity (mIU$t be legal entity name)· University of Manitoba Contact name': First Will Last Chrlstla Contact email address·[email protected] Streel address· 140 University Centra City' Winnipeg State/Province" MB Postal code' R3T 2N2 Country' Canada Phone 204474·9475 Tax 10 • indicates required fields

Page 15

b. Notices and online access contact information. Complete this only if Institution wants to deSignate a notices and online contact different from the primary contact. This contact will become the default online administrator for this Enrollment and receive all notices. This contact may appoint other administrators and grant others access to online Informallon.

o Same as primary contact Name of entlty* Acrodex Inc. Contact name': First Alaa Last Sabbagh Contact email address·[email protected] Street IIddress*11420-170 Street City' Edmonton Stllte/Provlnce' AS Postal code'T5S 1L7 Country* Canada Phone 780-426-4444 t8I This contact is a third party (not Institution) Warning: This contact receives personally Identiflable Infonnation of Inslit.utlon. • indicates required fields

c. Online Services Manllger. This person will receive communications concerning registration for Online Services ordered under this Enrollment. This contact may appOint other admInistrators and grant others access to online Information.

o Same as primary contact Name of entity' University of Manitoba Contact name': First Nelson Last Vieira Contact email address·[email protected] Street address' 140 University Centre City' Winnipeg Stllte/Provlnce" MB Postal code' R3T 2N2 Country< Canada Phone 204-789-3834-• indicates required fields

d. Language preference. Select the language for notices. English

e. Microsoft account manager. Provide the Microsoft account manager conlact for Institution.

Microsoft IIccount manager name: Microsoft IIccount manager emllil addrellS!

f. Reseller information.

ReseUer company namo> Acrodex Inc

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Street auurea. (PO boxee will not be accepted)· 11420-170 SWe! CIty" Edmonlon StabtlProvlnc,' AS Poetal cod,- T5S 1 L 7 Country> canada Contact name" Alaa Sabbagh Phone 780-4264444 contact email addre •• ·msadmin@acrod&X.com • indicates requIred fields

The undersigned confirms that the Informatlon Is correct

Name of Renller' Acrodex Inc

Signature· yelm Printed name" John Green Printed title" Licensing Specialist Date·,A;\c.~ 5 J (1.0/3

"Indlce/as required fields

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Changing a renller. If Microsoft or the reseller chooses to discontinue doing business with one another, Institution must choose a replacement. If Institution Intends to change Ihe reseller, It must notify Microsoft and the former resener In writing on II form provided etleest 30 days prior to the date on which the change Is 10 take effect. The change wlR take effect 30 days from the dale of InstiMlon's signature.

2. Definitions. Capitalized terms used but not deflned In this Enrollment shall heve the meaning given 10 them In Ihe Agreement.

"Additional Product" meane any Product other than a Desktop Platform Product that InstitUtion chooses to license under this Enrollment;

• Alumnr' means any Graduate, or former Student. Faculty or Staff of the Institution.

"Desktop Platform Producf' means any Product Identified on the Product List as such and that Institution chooses to license under this Enrollment (Desktop Platform Products may only be licensed on an Organlzatlon-wlde basis under this progrem J; "Faculty" means any employees. contractors and volunteers who teaoh or perform raseeroh for Inalitullon end U\Ifl an Institution Qualified Desktop;

"Graduate" means a Student who has completed (1) a greda or a leVel in a School or an educatIonal Institution In Inatitutlon's Organization that qualifies the Studant for enroltmenllnto college or university or (2) a diploma or degree from a college or university In Institution's Organlzatlon;

"OrganIZ1lltlon" means the organlZ1lltion as daRned by Institution in the section of Ihls Enrollment titled "DaRning Institution's OrgimIZ1llllon";

'OrganIZ1lltion-wlde Count" means the total quantity of Faculty and Steff in InsUluUon's Organization as listed In the table In !he section of this Enrollment titled 'Chooslng licensing options; license grent.";

·Platform Online Servlce' means any online Service Identlflad on the Product List all such end that Institullon chooses 10 IIcen\lfl under thill Enrollment. Platform Online Services are !reatad as Online ServiceS, &Xeapt as nolad;

"Previous Enrollment or Agreement" means a School Subscription Enrollment. a campus Subscription Enrollmelit. an Enrollment for Education SOlutions, or en Open Value Subscription Agreement for Educetlon SOlutions;

EES2011Enr(NA)(ENG)(Jun2012) Page 3 of 11 Document X2().{l2452

I'

"Qualified Desktop" means a device that Is owned, leased or controlled by Instltutlon (other than ill Student Qualified Desktop) that is used for the benefit of Institutfon's Organization (or by or for the benefit of Students enrolled In Institution's Organization, if applicable) and Is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Professional locally (in a physical or virtual operating system environment), or (2) a device used to access a virtual desktop infrastructure ("VOl"). Qualified Desktops do not Include any devica that is: (1) designated as a server and not used as a personal computer or (2) an Industry Device or (3) not managed (as defined in the Product List at the start of the applicable Initial or renewal term of the Enrollment) as part of Institution's Organization.

"Qualified User" means a User who (1) is a user of a Qualified Desktop or (2) accesses any server software or online services licensed within Institution's Organization, It does not include a person who accesses server software or online services solely under a license identified In the Qualified User Exemptions in the Product List;

"Qualifying Enrollmenf' means an Enrollment for Education Solutions, the minimum requirements of which were met (I.e., a Qualifying Enrollment was not used) and which was entered Into by Institution or Insmullon's Affiliate, each active and valid upon signing of this Enrollment. Instftution must have been included in the Organization under an Enrollment for Education Solutions that Is used as the Qualifying Enrollment;

"Staff' means any non-Faculty employees, contractors and volunteers who perform work for Institution and use an Institution Qualified Desktop;

"Studenf' means any student enrolled in any educational Institution that is part of Institution's Organization, whether on a full·lime or part-time basis;

"Student Counr' means the tolal quantity of Students in Inst~ution's Organization as listed in the table in the section titled "licensing options; license grant."; and

"Student Qualified Desktop· means a Qualified Desktop owned or leased by a Student or that is owned or leased by tnstitutlon's Organization and assigned for individual, dedicated use by a Studant.

For the avoidance of doubt, the term "Customer" as used In certain supplemental forms (for example the program signature form) has the same meaning as "Institution."

3. Overview of the Enrollment for Education Solutions. This Enrollment allows Institution to license Products on a subscription basis across its Organization. Institution determines how It defines its Organization. Institution can ~elec1 from two different licensing options, Faculty and Staff or Students, depending on the Users tt wishes \0 cover.

The minimum requirements for this Enrollment are as follows:

Institution must order at least one Desktop Platform Product for Organization-wide Count of at least 1000 OR

Institution must order at least one Platform Online Servioe for Staff I Faoulty in a quantity of 1000 OR

Institution must order at least one Desktop Platform Product for Student Count of at least 1000 OR

lostltutlon must order at least one Platform Online Service for Students in a quantity of 1000

The minimum requirements listed above are waived if Institution has a Qualifying Enrollment.

Microsoft may refuse to accept this Enrollment if it has a bUSiness reason for doing so, At the end of the applicable term, Institution has the option to extend the Enrollment, enter into a new Enrollment, let the Enrollment expire, or, if applicable. buyout perpetual Licenses.

4. Defining Institution's Organization. Define the Organization by choosing one of the options below, Please select only olte option.

EES2011Enr(NA)(ENG)(Jun2012) Page 4 of 11 Document )(20-02452

[8] Institution and all of Its Affiliates, departments and school locations (do not list any entity In the below list)

0 Institution only (Including all of its departments and school locations, but not Including any Affiliates) (do nollisl any enllty In the below list)

Institution plus the listed Affillate(s) and/or department(s), schoollocatlon(s), andlor

0 clearly defined User group(s) if Affiliate Is a school without departments or school locations, of Affiliate(s) (ple.se IIstth. Affillate(s). department(s). schoollooatlon(s) and/or User group(s) of Affillate(s) below)

The listed department(s). school locatlonls}. and/or clearly defined User group(s) if

0 InstitUtion or Affiliate Is a school without departments or school locations, of Institution and any of Its Affiliates. and any Afflllate(s) (please list department(s). schoollooallon(s) and/or User group(s) and any Affillate(a) below)

If InstitUtion chooses to enroll specific departments, school locations. and/or clearly defined User groups, Institution must provide the department, school locallon. and/or defined User group names. If the department, school location, or User group is part of an Affiliate, Institution must also provide the name of the Affiliate. A department Includes all segments of II department (e.g .• a business school should Include the business library). A department must be for educational purposes. Open access labs and other resourca support centers do not qualify as separate departments.

List of participating Affiliates, departments. school locations, andlor clearly defined User groups

Institution may add a page(s) to this Enrollment if additional rows are needed.

5. Licensing options; license grant. Choosing a licensing option, Institution may license Desktop Platform Products. and Additional Products licensed Organization-wide. based on the following options. Institution must indicete the option(s) it chooses by marking the appliceble box below, and provide its initial Organization-wide Count and/or Student Count. as applicable. Institution must select at least one licensing option.

licensing Optlon$.

Fllculty and Staff: If Institution selects this option. Institution's Organization-wide Count must include all Faculty and Staff in ils Organization. For purposes of this licensing option Institution must count a fulltime member of Its Faculty and Staff as 1. a parHme member of its Faculty as 113. and a part-time member of Its Staff as 112.

Students: If Institution selects this option. Institution's Student Count must Include the Students In its Organization. For purposes of this licensing oplion Institution must count a full-time Student as 1 and a part-time Sludent as 1/3.

eES2011Enr(NA)(ENG)(Jun2012) Page 5 of 11 Dowment )(20·02452

Institution must provide an Organization-wide Count and/or Student FTE count even if only ordering Platform Online Services to meet Enrollment minimum requirements,

License grant. So long as Institution places orders pursuant to the agreement and this Enrollment for any required Licenses and pays per the agreement wah its reseller, Institution (and/or its Students, as applicable) will have the following rights during the tenn of this Enrollment:

If the Faculty and Staff option Is chosen, each Qualified User in Institution's Organization (including Students and public users of Qualified Desktops in an open lab) may run the Desktop Platfonn Products, and the Additional Products licensed on an Organization-wide basiS, on any Institution Qualified Desktops, Institution Is not required to count members of the public who access PCs that remain In Institution's open access lab(s) or libraries, Institution may not permit remote access to software Installed on PCs in open access labs or libraries.

In the case of CALs, institution may assign (1) a device CAL to each Institution Qualified Desktop and (2) a user CAL to each Faculty and Staff member, in both cases to access Institution's associated server software,

if the Student option is chosen, each Siudent in the Organization may run one license of the Desktop Platfonn Products, and one license of the Additional Products licensed Organization-wide, on a Student Qualified Desktop, In the case of CALs, Institution may assign a user CAL to each Student to access Institution's associated server software.

Institution may run as many copies of other Additional Producl(s)It wishes so long as It places an order pursuant to the agreement and this Enrollment for required Licenses and pays per the agreement with Its reseller. Order quantities must be equal to the number of copies Institution runs.

If Institution Is licensing Office 2010 and SharePolnt Server 2010 GAL (Enterprise or Standard) for Faculty and Staff in Its Organization under this Enrollment, Ihen Insmulion's Students and their parents may use Office Web Applications at no charge for the purpose of Students' education at Institution, There Is no buy-oul option for Office Web Applications.

6. Price levels and prices. Price levels, Institution's Organization-wide Count determines the price level of Desktop Platform Products ordered under the Faculty and Staff option. Institution's Student Count detennlnes the price level of Desktop Platform Products ordered under the student option, If Institution chooses 10 extend this Enrollment, the price level will be reset at the start of the extension term based on Institution's Organization-wide Count and/or Student Count at the time the extension order Is placed. There are no price levels for Additional Products. Institution's price level does not change during the term of the Enrollment.

I Select Price Level that Applies to Organization Wide Count Faculty and Staff Option

1000 3,000 10,000 25,000

EES2011Enr(NA)(ENG)(Juo2012)

I Price level (Only

AppllcHble For Desktop Plntform

prodllctS) A B C D

Page 6 of 11 Document )(20-02452

I I Price levellOnly

Select Price Level that Applies to Student Count Applicable For Student Option Desldop Platform

products) 1.000 A 3000 B 10,000 C

:8 25,000 D

Prices. Institution's actual prices will be determined by agreement between Institution and its reseller. However, Microsoft will provide the reseller with pricing at the outset of this Enrollment and agrees that it will not increase the prices that it charges the reseller for the Products during the term of the Enrollment from when they order the product for the first time under the enrollment. For any Online Service that Microsoft provides to reseliers at no charge Microsoft may terminate user accounts that have been inactive for 18 or more consecutive calendar months.

7. How to order Products. a. Price and payment terms. Price and payment terms for all Licenses ordered will be

determined by agreement between InstUution and Its reseller.

b. Placing the Initial order. Orders must be sU,bmilted within 30 days of the Enrollment Effective Date.

(I) The initial order under the Enrollment must ecntain at least one Desktop Platform Product for Organization-wide Count or Student Count OR at least one Platform Online Service for 1000 licenses for either Faculty I Staff or Students

(Ii) Orders for Desktop Platform Products and all component products that are part of the Desktop Platform Products must be for Institution's then-<lUrrent Organization-wide Count.

(III) Orders for Platform Online Services must be for at least 1000 and must be ordered In the exact quantity needed.

(Iv) Once the enrollment minimum requirements have been met, Other Online Services for Faculty/Staff must be ordered In the exact quantity (in any quantity).

(v) Additional Products must be ordered In exact quanllties needed (In any quantity.) Certain Additional Products may Instead be ordered for the Organization-wide Count. as described in the Product List.

(vi) Products offered under the Student Offering must be ordered for the full Student Count except Online Services. Once the enrollment minimum requirements have been met. Other Online Services under the Student Offering must be ordered in the exact quantity needed (In any quantity).

c. Adding new Products not previously ordered (non-anniversary). Orders can be submitted for Products that were not part of the initial order. The order must be placed In the month in which copies of the Product(s) are first run.

(I) Orders for Desktop Platform Products and all component products that are part of the Desktop Platform Products must be for Institution's then-current Organization·wide Count.

EES2011 Enr(NA){ENG)(Jun2012) Page 7 of 11 Document )(20·02452

(II) Orders for Platform Online Services must be for at least 1000 and must be ordered In the exact quantity needed.

(iii) Once Ihe enrollment minimum requirements have been met. Other Online Services for Faculty/Staff must be ordered in the exact quantity (In any quantity).

(IV) Additional Products must be ordered in exact quantities needed (In any quantity.) Certain Additional Products may Instead be ordered for the Organization-wide Count. as described In the Product List.

(v) Products offered under the Student Offering must be ordered for the full Student Count except Online Services. Once the enrollment minimum requirements have been met, Other Online Services under the Student Offering must be ordered in the exect quantity needed (in any quantity).

The Licensed Period for additional orders will be the same as Ihe Enrollment Licensed Period,

d. Adding more copies of Products previously ordered (non.anniversary).

(I) For Desktop Platform Products, and Additional Products licensed Organization-wide, Institution does not need to submit orders to Increase the number of copies fun. However, Increases in Organization-wide Count and/or Student Count, as applicable. must be reported at each anniversary of the Enrollment Effective Date.

Iii) Except as provided in subsection dO) above. Additional Products and Online Services are licensed based on the number of Licenses acquired. At any time during the Licensed Period (including any extension). Institution may run additional copies of any previously ordered Additional Products. provided It submits orders for such copies. The order must be placed in the month In which those caples are first run.

Microsoft will invoice the reseller for the Products ordered on a pro-rated basis corresponding to the number of full calendar marths remaining in the Licensed Period to a minimum of 6 months. Online Services will be Invoiced on a pro-rated basis corresponding to the full calendar months remaining in the Licensing Period to a minimum of 1 month. Microsoft will use the price IIsl in effecl on the date of the Invoice to charge Institution's resellar for tha additional Licenses. When adding more copies of products previously ordered, Microsoft will use the pricellst in effect when the product was Initially ordered to charge Institution's reseller for the additional Licenses.

e. Extension orders and subsequent annual orders. Institution must submit orders based on the following:

(I) One-year Licensed Period. An extension order must be submitted to extend the Enrollment for another Licensed Period. The extension order must be received by Microsoft prior to the expiration of the Licensed Period. The Product selection and quantity ordered can be changed at eech extension order.

(Ii) Three-year Licensed Period. An anniversary order must be received by Microsoft prior to each anniversary of the Enrollment Effective Date of the three-year LIcensed Period. and a subsequent extension order must be received by Microsoft prior to the expiration of the Initial three-year Licensed Period, Each anniversary order must be for at least the same Product selection and total quantity as ordered during the one-year period In which the Product was first ordered, except for step-ups,

f. Buy-out order. If a buy-out option Is available, a buy-out order quantity for Licenses for Desktop Platform Products, and Additional Products licensed Organization-wide. shall be at least equal to the Organization-wide Count but shall not exceed the tolal quantity of Qualified Desktops in Institution's Organization on the date of the buy-out order. The buy-out order quantity for other Additional Products shall be the lowest total quantity of copies ordered during any of the three 12 month periods immediately preceding expiration of the Enrollment.

EES2011 Enr(NA)(ENG){Jun2012) Page So! 11 Document )(20·02452

g. How to confirm orders, Microsoft will publish information about orders placed by Institution, including an electronic confirmation of each order on a password-protected site on the World Wide Web at https:llwww.microsoft.com1!1censlnglseryjcecenter or a successor site. Upon Microsoft's acceptance of this Enrollment, the contact Identified for this purpose will be provided access to this site.

h. Step up to a higher Product edition. If a previously ordered Product has multiple editions, Institution may migrate to the higher edition by stepping up (e.g. from Core CAL to Enterprlse CAL or from SQL Server Standard Edition to SOL Server Enterprise Edition.) The order requirements set forth in subsection 7c above apply.

8. Work at home rights. During the Licensed Period, Faculty and Staff members who are the primary users of an Institution Oualified Desktop running a Product licensed by Institution may run one copy of that Product on a home PC that they own or lease (or, for work at home rights for a Client Access License, to accass the server Product(s) licensed by Institution from a home PC that they own or lease). for work-related purposes only; provided that in the case of work at home rights for Desktop Platform Products and Additional Products licansed Organlzation,wlde the total number of Faculty and Staff members exercising work at home rights may not exceed Institution's Organization-wide Count and for other Additional Products the total number of Faculty and Staff members may not exceed the number of Licenses acquired for such Additional Products. If Institution upgrades the Product on Ihe Qualified Desktop used by the Faculty or Staff member. the latter may upgrade the corresponding copy on the home PC. If the Faculty or Staff member leaves Institution, the work at home rights for such member end and the copy of the Product must be removed from the home PC. Though Microsoft may offer both work at home rights and home use program rights under Software Assurance for a Product. Institution must choose either work at home rights or home use program rights for such Product.

9. Perpetual Licenses for Graduates. For any Students licensed to run any Products on a Student Qualified Desktop, Institution may at any time during the Enrollment term transfer to any Graduate the perpetual right to run each such Product. Institution must provide each such Graduate with a license agreement in the form provided by Microsoft. Institution must secure the Graduate's acceptance of the terms of the license agreement. Upon acceptance of the license agraement, the Graduate's right to run the Products Identified in the license confirmation becomes parpetual. These rights do not apply to access licenses, including CALs, or to Online Services.

10. Education Server Platform Licensing Option. If Instltution licenses one or more of the CAL Products and the corresponding Server Platform Product(s) listed in the lable below, Institution may run unlimited Instences of any available edition of the corresponding server Products that constitute the Server Platform Products.

Institution must license each selected CAL Product and corresponding Server Platform Product for the aggregate of Institution's Organlzation·wlde Count (at least 1000) and Student Count (at least 1000) as listed In the section entitled "Licensing options; license granr' above.

Unless Insmutlon chooses to step up to a higher Product edition, Institution must Include the Products selected from the table below with each anniversary order. If there Is an Increase In Product quantity used, Institution must submit an order for all CAL and Server Platform Products used but not ordered during the previous Enrollment year. Institution may aggregate CAL Product quantities acquired under a Qualifying Enrollment to meet quantity requirements of this Enrollment. provided that such Qualifying Enrollment or Its successor is valid and in effect during the term of this Enrollment.

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Server Platform Products licensed under this licensing option may only be used by Faculty, Staff and Student Users in Institution's Organization and by licensed external users using the Server Platform Products for the benefit of Institution's Organization.

Products licenses acquired under this section may not ba transferred to Graduates. Institution may buy out CAL Products but not Server Platform Products Licenses acquIred under these terms. Institution Is prohibited from transferring Licenses acquired under this section.

Institution agrees that Institution's use of the server Products that constitute the Server Platform Products is subject to the Product Use Rights.

Product Selection

CAL Product Selected Server Platform Product Server Product included for Selected Unlimited Deployment

Unlimited Licenses for all editions of

0 SQl Server CAls SQl Server Platform the corresponding server Products, Academic plus all editions of BizTalk Server

and associated external connectors . •.

Core CAls (acquired Core Server Platform Unlimited Licenses for all editions of 0 standalone or as part of a Academic the corresponding server Products,

platform) and associated external connectors.

Unlimitod Licenses for all editions of Enterprise CALs the corresponding server Products

0 (acquired standalone, as Enterprise Server Platform and external connectors, plus FAST a step-up, or as part of a Academic search for Share Point, Forefront

platform) TMG Sarvers, and associated server management software.

11. Qualifying systems Licenses. The desktop operating system Licenses granted under this program are upgrade Licenses only. Full desktop operating system Licenses are not available under this program. If Institution selects the Windows Desktop Operetlng System Upgrade, all Qualified Desktops on which Institution runs the Windows Desktop Operating System Upgrade must be licensed to run one of the quellfying operating systems Identified in the Product List at htlp:llwww.mlcrosoft.com/licenslngfcontracts.Nole that the list of operating systems that qualify for the Windows Desktop Operating System Upgrade varies with the circumstances of the order. That lis! Is more extensive at the time of the Initial order than It Is for some system refreshes during the term of this Enrollment. Exclusions are subject to change when new versions of Windows are released.

For example: The following are not considered qualifying operating systems: (1) embedded operating syslems; (2) Linux; and (3) OS/2. These are examples of exclusions only. Please see Product List for all current qualifying operating systems.

12. Options upon completion of a Licensed Period. Microsoft will provide prior written notice of expiration of the Enrollment. The notice will advise Institution of the option to: (1) extend the Enrollment, (2) submit a new Enrollment, (3) exercise the buy-out option, or (4) allow the Enrollment to expire. Microsoft will not unreasonably reject any extension order or new Enrollment. However, Microsoft may make a change to this program that will make it necessary for Institution to first enter Into a new agreement. Each licensed Period will start the day following the expiration of Ihe prior Licensed Period:

EES2011Enr(NAllENG)(Jun2012) Page 10 of 11 Document )(20·02452

a. One-year Licensed Period. Institution may elect to extend an Initial one-year Licensed Period for either (1) up to flve consecutive terms of 12 full calendar monlhs by submitting an extension order for eech such extension term or (2) one term of 36 fuJI calendar months.

b. Three-year Licensed Period. Institution may elect to extend an inilial thraa-yeer Licensed Period for either (1) up to three terms of 12 full calendar monlhs or (2) one term of 36 full calendar months.

c. Buy-out option. Institution may elect 10 obtain perpetual Licenses for Products licensed under this Enrollment provided it has licensed such Products under one or more Enrollments (including any extensions) under the Agreement (or e predecessor agreement) for at least 36 full calendar months Immediately preceding expiration of this Enrollment. Institution must submit a buy-out order at least 30 days prior to expiration of this Enrollment. The buy-out option Is not available for Products licensed under the Student option,

Except as speciflcally provided otherwise In the Product use rights, perpetual Licenses acquired through this buy-out option are device Licenses. The license grant In the section entitled "License options; license granf' above does not apply to such perpetual Licenses, For example, a License Is required for each Qualified Desktop on which Institution desires to run OffIce.

EES2011 Enr(NA)(ENG)(Juo2012) Page 11 of 11 Document )(2()"02452

MiclOSOtt·' Volume Licensing

Enrollment for Education Solutions Microsoft Online Services Agreement Amendment fD CTM1

Enrcllmont for Educa,on 16 '11 () <} I) I Solutions number :>:J 0 tI... b

Mlcro.saft to comp1eht L..-____ -' I This Microsoft Online Services Agreement addendum ('Microsoft Online Services Addendum") is entered Into between the parties identified on the signature form for the enrollment identified above ("Enrollment"). The parties agree that the Microsoft Online Services Addendum supplements the Enrollment and applies to only Microsoft Online Services, defined below, Inslltutlon licenses under the Enrollment

1, Definitions. Capitalized terms used but not defined In this Microsoft Online Services Addendum will have the meanings provided In the Enrollment and Campus and School Agreement The (allowing definitions are used In thi~ Microsofi Online Services Addendum:

"Customer Data" means all data, Including ali toxt, sound, or Image files that 'afllprovlded to Mlcro~ol! by, or on behalf of, Institution through Institution's use of Microsoft Online $efl/jces .•

"End User" means an Individual that accesses Microsoft OnlineSarvices.: ..•.

Dynamics CRM Onllna).ervl6es"means DynamiC; .CRM onllne~olum~licensln9.SKLi~such as DynCRMOnln ALNGSubsVL MVL PalUar (DSD-00001). DynamicS CRM9nllne SOr:VICllsaoes not Include the. Dynamics CRM Mobile service. .., , , ' .

"Microsoft Online Services" for this A01endmelltonly,means 6ffiCll365:,Servlc~s.andlor Dynamics CRM Online Services. . ' , . '

2.'PrlVacy. a, Privacy prac!lcQ$. Microsoft complies wtth ali data protection and privacy laws generally

applicable to Microsoft's prOvision 01 Microsoft Online Services. However, Microsoft Is not responsible lor compliance with any data protection or privacy law applicable to Institution or its industry and not generally applicable to Information technology service providers,

b, Customer Data. Microsoft will process Customer Dala in accordance with the provisions of this Microsoft Online Services Addendum and, except as stated in the Enrollment and this Microsoft Online Services Addendum, Microsoft (1) will acquire no rights in Customer Data and (2) will not use or disclose Customer Data for any purpose other than stated below. Microsoft's use of Customer Data is as follows:

(I) Customer Data will be used only to provide Institution the Microsoft Online Services. This may Include troubleshooting aimed at preventing, detecting and repairing problems affecting the operation of Miorosoft Online Services and the improvement of features that involve the detection of, and protection against. emerging and evolving threats to the user (such as malware or spam).

(II) Microsoft will not disclose Customer Data to law enforcement uniess required by law. Should law enforcement contact Microsoft with a demand for Customer Data, it will attempt to redirect the law enforcement agency to request It directly from Institution.

EESEnr Amend(iI'NV)(ENG )(Feb2011) EES17 aTM

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As part of this effort, Microsoft may provide Institution's basic contact Infonnallon to the agency. If compelled to disclose Customer Data to law enforcement, Microsoft will use commercially reasonable efforts 10 notify InstitUtion in advance of a disclosure unless legally prohlbitad.

c. Customer Date deletion or return. Upon expiration or tennination of Institution's use of Microsoft Online Services, Institution may extract Customer Data and Microsoft will delete Customer Oata, each In accordance with the Product Use Rights.

d. End User requesta. Microsoft will not independently respond to requests from Institution's End Users without Institution's prior written consent, except where required by applicable law.

e. Transfer of Customer Data; appointment. Customer Data that Microsoft processes on Institution's behalf may be transferred to, and stored and processed in, the United States or any other country In which Microsoft or lis Affiliates or subcontractors maintain facilities. Institution appoints Microsoft to perform any such transfer of Customer Data to eny such country and to store and process Customer Data in order to provide Microsoft Online Services. Microsoft (1) abides by the EU Safe Harbor and the Swiss Sefa Harbor frameworks as sel forth by the U.S. Department of Commerce regarding the collection, use, and retention of data from the European Union, the European Economic Area, and Switzerland, and (2) will, during the term designated under the Enrollment, remain certified under the EU and Swiss Safe Harbor programs so long as they are maintained by the United States government.

f. Microsoft personnel. Microsoft personnel will not process Customer Data without authorization. Microsoft personnel are obligated to maintain the confldentiality of any CUstomer Data and this obligation continues even after their engagement ends.

g. Subcontractor; thlnsfer. Microsoft may hire other companies to provide limited serviCes on its bohalf. such as providing customer support. Any such .subconlractors will be permitted to obtain Cuslomer Data only 10 deliver the services Microsoft has retained them to provIde, and they are prohibited from using Customer Deta for any other purpose. Microsoft remains responsible for its subWnlractors' compliance with the obligations of this Miorosoft Online Services Addendum. Any subWntractors to whom Microsoft transfers Customer Data will have entered Into written agreements with Microsoft requiring that the subcontractor prollide at least the same level of privacy protection with respect 10 personal data received from Microsoft as is required by the relevant Safe Harbor prinCiples. Institution consents to Microsoft's transfer of Customer Data to subcontractors as described in this Microsoft Online Services Addendum. Except as set forth above, or as InstitutIon may otherwise authorize. Microsoft will not transfer to any third party (not even for storage purposes) personal data Institution provides to Microsoft through the use of Microsoft Online Services.

3. Institution responsIbilities. Institution must comply with applicable legal requirements for prIvacy, data protection, anef confidentiality of communications related to ns use of Microsoft Online Services.

4. Additional European terms. If InstitutIon has End Users in the European Economic Area or Switzerland, the additional terms In this Section 4 will apply. Tonna used In this Seellon tha! are not specifically defined will have the meaning in Directive 95f461EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the proceSSing of personal data and on the free movement of such data ("EU Data Protection Directive").

II. Inlent of the parties. For Microsoft Online ServIces, Institution is the data controller and Microsoft Is a date processor acting on Institution's behalf. As data processor, Microsoft will only act upon Institution's instructions. This MIcrosoft Online Services Addendum end the Enrollment (Including the terms and conditions Incorporated by reference therein) are tnstltution's complete and nnal instructions to Microsoft for the processing of Customer

EESEnrAmend(wwXENG)(Feb2011) EES17 CTM

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Data. Any add~lonal or alternate instructions must be agreed to according to the procass for amending Institution's Enrollment.

b. Duration and object of data processing, The duration of data processing shaH be for the term designated under the Enrollment. The objective of the data processing Is tha performance of Microsoft Online Services.

c. Scope and purpose of data processing. The scope and purpose of prOcessing of Customer Data, including any personal data included in the Customer Data, is described In this Microsoft Online Services Addendum and the Enrollment.

d. Customer Data access. For the term designated under the Enrollment Microsoft wHI, a\ Its elecllon and as necessary under applicable law Implementing Article 12(b) of Ille EU Data Protection Directive, either: (1) provide Institution with the ability to correct, delete. or block Customer Data, or (2) make such corrections, deietlons, or blockages on inslitulion's behalf.

o. Privacy officer. Microsoft's data privacy representative for the European Economic Area and Switzerland can be reached at the following address:

Microsoft Ireland Operations Ltd. Alln: Privacy Officer Carmenhall Road Sandyford, Dublin 18. Ireland

5. Security. a. General prac1lces. Microsoft has Implemented and will maintain appropriate technical

and organizational measures. Internal controls, and Information security routines Intended to protect Customer Data against accidental 106$, destruction, or alteration; unauthorized disclosure or access; or unlawful destructlon as follows:

(I) Domain: organization of InfOrmation security.

1) Security ownership. Microsoft has appointed 'lne or more security officers responsible for coordinating and monnoring the security rules and procedures.

2) Security rolas and responsibllttles. Microsoft personnel with access to Customer Data are subject to confidentiality obligations.

3) Risk management program. Microsoft performed a risk assessment before proceSSing the Customer Oats or launching Microsoft Online Services.

4) Microsoft retains ~ security documents pursuant to Its retenUon requirements after they aro no longer in effect.

(II) Domain: assel management.

1) Asset Inventory. Microsoft maintains an Inventory of all media on which Customer Data is stored. Access to the Inventories of such media Is reslricted 10 Microsoft personnel authorized In writing to have such access.

2) Asset handling.

A. Microsoft classifies Customer Data 10 help identify It and to allow for access 10 il t'l be appropriately restricted (e.g;, through encryption).

B. Microsoft Imposes restrictions on printing Customer Data and has procedures for disposing of printed materials that contain Customer Dais.

C. Microsoft personnel must obtain Microsoft authorization prior to storing Customer Data on portable devices, remotely accessing Customer Data, or processing Customer Data outside Mlcrosoft·s facilftles. This includes removing media (e.g .. USB sticks and CD ROMs) and documents containing Customer Data from Microsoft's faellRies.

EESEnrAmend(WW)(IlNG)(Feb2011) EES17 erM

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(iii) Domain: human resources security.

1) Security training.

A. Microsoft informs 11$ personnel about relevant security proceduras and their respective roles. Microsoft also Informs Its personnel of possible consequences of breaching the security rules and proceduras.

B. Microsoft will only use anonymous dala in training.

(Iv) Domain: physical and environmental security.

1) Physical access tQ faolllties. Microsoft limits access to facilities where Information systems that process Customer Data ara located to Identified authorized individuals.

2) PhYsical access tQ components. Microsoft maintains records of the Incoming and outgoing media containing Customer Data. Including the kind of media. the authOrized sender/recipients. dale and time, the number of media and the types of Customer Data they contain.

3) Protection from disruptions. Microsoft uses a variety of industry standard systems to protect agalns\ loss of data due to power supply failure or line Interference.

4) Compqnent disPQsal. Microsoft uses industry standard processes to delete CuslOmer Data when H Is no longer needed.

(v) Domain: communications and operations management.

1) OperatlQnal policy. Microsoft maintains security documenl$ describing its security measures and the relevant procedures and responslbUittas of its personnel who have access to Customer Data.

21 Data recovery procedures.

A On an ongoing basis, but in no case less frequanUy than once a week (unless no Customer Data has been updatad during that period). Microsoft maintains multiple copioa of Customer Data from which Customer Data can be recovered.

B. Microsoft stores copies of Customer Data and data recovery procedures In a different place from where the primary computer equipment processing the Customer Data is located.

C. Microsoft h!i$ specific procedures In place goveming access to caples of Custom"r Data.

D. Microsoft reviews data recovery procedures at least every six months.

E. Microsoft logs data restoration efforts, including the person responsible, the description of the restored data and which data (if any) had to be input manually In the data recovery process.

3) Malicious software. Microsoft has anli·malwere controls to help avoid maliCious software gaining unauthorized access to Customer Data. Including malicious software originating from public nelworils.

4) Date beyond boundaries.

A. Microsoft encrypts Customer Data that Is transmitted over publio nelworks.

B. Microsoft restricts access to Customer Data In media leaving lis facilities (e.g., through encryption).

(vi) Domain: access control.

1) Access policy. Microsoft maintains a record of security privileges of individuals having access to Customer Data.

EESEnrAmtlnd(WW)(ENG)(FebWl1 ) EES17 eTM

SD Pago 4 of 6

_~

2) Aces" authorization. A. Microsoft maintains and updates a record of personnel authorized to access

Microsoft systems that contain Customer Data.

B. Microsoft deactivates authentication credentials thaI have not been used for a period of Ume not to exceed sill months.

C. Microsoft Identifies thoS& personnel who may grant, alter or cancel authorized access to data and resources.

3) Least privilege.

A. Technical support personnel are only permitted to have access to Customer Data whl;n needed.

8. Microsoft restricts access 10 Customer Data to only lhase individuals who require such access to perform their Job function.

4) Intllgrlty and confidentiality. Microsoft instructs Microsoft personnel to disable administrative sessions when leaving premises Microsoft controls or when computers are otherwise left unattended.

5) Authentication.

A. Microsoft uses industry standard practices to Identify and authenticate users who attempt to access Informallon systems.

B. Where authentication mechanisms are based on passwords, Microsoft requires that the passwords are renewed regularly.

C. Where authenticallon mechanisms are based. on passwords, Microsoft requireslhe password to be at least eight characters. long.

O. Microsoft ensures that de-activated or expired Identifiers are not granted to other individuals.

E. Microsoft monitors repeated attempts to gain access to the Information system using an Invalid password.

F. Microsoft maintains Industry standard procedures to deactivate passwords thaI have bean corrupted Of inadvertently disclosed.

G. Microsoft uses Industry standard password protection practices, including practices designed to maintain the confidentiality and Integrity of passwords when they are assigned and distributed, and during atorage.

6) Network design. Microsoft has controls to avoid individuals assuming access rights they have not been assigned to gain access to Customer Da\a they afe not authorized to access,

(vll)Domain: Information security Incident management.

1) Incident response process, Microsoft maintains a record of seculity breaches with a descnp\ion of the breach, the time penod, the consequences of the breach. the name of the reporter, and to whom the breach was reported, and the procedure for recovering data.

2) Service Montloring. Microsoft seculity personnal verify lags at least every six months to propose remediation efforts if necessary.

(vIII) Domain: Business Continuity Management.

1) Microsoft maintains emergency and contingency plans for the facilUlas in which Microsoft information syslems that process Customer Data are located.

2) Mlcrosoft·s redundant sWage ant! its procedures for recovering data are deSigned to attempt to reconstruct Customer Data In its original state from before the tlma It was lost or destroyed.

(ix) The security measures described In this Soction 5 are Mlcrosoft·s only responsibility with respect to the security of Customer Data. For Customer Data, these measures

EESEnrAmendlY/W)(ENG)(F,ob2011) EES17 em

80 Pag.5016

replace any confiden~allty obligations contained In Ihe Enrollment or any other nondisclosure agreement between Microsoft and Instllutlon.

b. Certl!'fcation$ and audits.

(I) Microsoft has established and agrees 10 maintain a data security polley that compiles with the ISO 27001 standards for the establishment, Implementation, control, and Improvement of tho Information Security Management System and the ISOIIEO 27002 code of best practices for Information security management ("Microsoft Online Information Security Policy"). On a confidential need-to-know basis, and subject to Institution's agreement to non-dlsclosure obligations Microsoft specifies, Microsoft will make the Microsoft Online Information Security Policy available to Institution, along with other Information reasonably requested by Institution regarding Microsoft security practices and policies. Institution is solely responsible for reviewing the Microsoft Online Information Security Policy, making an independent determination as to whether the Microsoft Online Information Security Policy me(lts Institution's requirements, and for ensuring that Institution's personnel and consultants follow the guidelines they are provided regarding data security.

(II) Microsoft will audit the security of the computers and computing environment that It uses In processing Customer Data (including personal data) on Microsoft Online SeNices and the physical data centers from which Microsoft provides Microsoft Online SeNices. This audit: (1) will be perfonmed at least annually; (2) will be performed according to ISO 27001 slandards; (3) will be performed by third party security professionals at Microsoft's selection and expense; (4) will result In the generation of an audit report (,Microsoft Audit Reporf). which will be Microsoft's confidentlallnfonmation; and (5) may be performed for other purposes in addition to satisfying this Section (e.g., as part of Microsoft's regular Internal. security procedures or to satisfy otner contractual obligations).

(UI) If Insllltltlon. requests in writing, Microsoft will provldelnstltuUon with a confidential summary of the Microsoft AudH Report ("Summary Reporf) so that InstitutiOn can reasonably verify Microsoft's compliance wilh the security obligations under this Mlorosoft. Online Services Addendum. The Summary Report Is Microsoft confidential Information.

(Iv) Microsoft will make good faith, commercially reasonable efforts to ".mediate (1) any etrom identified in a Microsoft Audit Report that could reasonably be expected to have an adverse impact on Institution use of Microsoft Online Services and (2) material control deficiencies Identified In the Microsoft Audit Report.

6. Miscellaneous. a. Confidentiality. Institution will treat the terms and conditions of this Microsoft Online

Services Addendum, the contents of the Microsoft Onlina Informallon Security Polley. the Microsoft Audtt Report and the Summary Report as confidential and shall not disclose them to any third party except for Institution's auditors or conSUltants that need access to this Information for the purpose of this business relationship as articulated In this Microsoft Online SeNlces Addendum and the Enrollment.

b. Term and lannlnatlon. This Microsoft Online Services Addendum shall automatically terminate upon any termination or expiration of the Enrollment.

c. Ordllr of precedence. If there Is a conflict between any provision In this Microsoft Online Services Addendum and any provision In the Enrollment or Campus and School Agreement, this Microsoft Online Services Addendum shall control.

d. Entire agreement. Except for changes made by this Microsoft Online Services Addendum, the Enrollment remains unchanged and In full force and effect.

This amencjmen* must be attached to a signature form to be valid.

EESEnrAmond(W\iV)(ENG)(Feb2011) EeS17 eTM

SD Paga6of6

IIIIcfoso1tI Volume Licensing

Enrollment for Education Solutions Amendment 10 CTM2

6·57KTUOO7V

1. The Enrollment for Education Solutions hereby amended by adding the following as Section 6:

EESEflrAmond(WW)(ENG)(Feb2011 ) limitation on liability, 3~ Party Claim. CTM

BO Paoe 1 rK2

TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS AFFILIATES OR CONTRACTORS, WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF tHE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBIUTY WAS REASONABL Y FORESEEABLE. HOWEVER, THIS EXCLUSION DOES NOT APPL Y TO EITHER PARTY'S LIABILITY TO THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION RELATES TO CUSTOMER DATA), THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR MICROSOFT'S OBLIGA TIONS IN THE SECTION OF THE AGREEMENT TITLED "DEFENSE OF INFRINGEMENT, MISAPPROPRIATION AND THIRD PARTY CLAIMS" OR INSTITUTION'S OBLIGATIONS IN THE SECTION OF THE SUPPLEMENTAL TERMS AND CONDITIONS FOR ONLINE SERVICES TITLED "INSTITUTION'S AGREEMENT TO PROTECT,"

2, For the purposes of this Enrollment for Education Solutions, Section 15 of the Agreement titled 'Defense of Infringement. mlsapproprtation. and third party claims' Is amended by deleting subsection (a) and replacing it with the following:

a. Microsoft's agreemenf to protect. Microsoft will defend Institution against any claims made by an unaffiliated third party that any Product or Fix thai is made available by Microsoft for 8 feft that

This amendment must be attached to a signature form to be valid.

EESEnrAmend(WW)(ENG)(Feb2011 ) Limitation on Uability. 3~ Party Claims eTM

80 Poa. 2 of 2

Corporata and sates H$:adquartars

JunlMr Networks, inc. 1194 North Mathilda AllentH! Stinnyvale, CA 94089 USA Phone: aaO,JUN1PE:R (866,586.4731) Of 401:t145.2000

fax: 408.745.2100 www.)unfper.net

A?AC Headquarters

Juniper NetwOIxs (Hong Kons) 2o/F, Cltyplaza One

1111 Klog's Road T{:Ilkoo ShIns, Hong Kong

Phof1a: 852,2332,3626 Fax: 8,2,25'14,1803

cMeA Headquarters

Juniper Networks Ire!and AlfGlde SusIOOS$ Paxk Swords, CountyOl)btln, Ireland PhonE.<:" 3531.8903.600

EMEA 5ale$: 00800-4500.4737 Fa,: 35.31,8903,601

copynghI20l;tlllnl?er Netwo$$, Inc. AI! t!ShU It<Mltvitd, }!mIP(H N~tW(:tfkl!, the Jtlt11Pllt N~tw¢tk$ logo, Jurms. NetScrl!ro, and SOt!rmOS me reWstemd tladamlllks of )unlpet Netwolks, 1m:, In the Ut1!lf!d States and other ,,'.}ur1!rt~~ All (')the; trll~maJil;$, $J!.frvlta mMIt!!, reeJsilUed m;vks. or reeh;;terwa Slmlklf malk$ IWt the: pmPfirtyof theIr rasp(!"d!ve llWl'Wlffl, m(1iptr Netv.'t1{ks a~wme5 I'IQ res!>9t1jlb)Uty !Of any lJ1;'l!:t:uM,de!'. In thls dnt,i,lfl)i!JIt, hil1i~

Nmworks reserves the Ilaht to t1leJ\~, modIfy. ttan($f\!1, or (,lthll~e riWbi~ this PObUcation wlthovt notWl,

Page 33

To purchase Juniper Networks solutions. please contact your JunIper Networks representatIve at 1~e66-298 ... G428 or . authorlled f9settet