Preview of our top selling System Integration Agreement
Microsoft / Aris - Solutions Provider Agreement
[Microsoft Solution Provider logo]
September 27, 1995
Microsoft Corporation 1 Microsoft Way Redmond, WA 98052
To whom it may concern:
This letter is to verify that the following company's [sic] are Microsoft Solution Provider and Authorized Technical Education Center:
ARIS Corporation at:
1417 116th Ave NE Bellevue WA
1750 112th Ave NE Bellevue WA
15201 NW Greenbriar Pkwy Beaverton OR
1355 S Colorado Blvd Ste 606 Denver, CO
3040 Williams Dr Fairfax, VA
If you have any questions regarding the status of this company or the MSP/ATEC program, please contact a customer service representative at 1-800-SOLPROV.
Sincerely,
/s/ Susan Walker
Microsoft MSP/ATEC representative Microsoft Corporation
[Microsoft Logo]
Microsoft Limited
Microsoft Place
Winnersh Wokingham
Berkshire RG41 5TP
Head Office
Telephone 01734270 001
Fax 01734-270 002
Sales Information 0345-00-2000
Technical 01734 271 000
To whom it may concern
Oxford Computer Group (now trading as ARIS/Oxford) is a Solution Provider Authorised Technical Education Center (ATEC), and has been since the
programme began in the UK, in 1995. The annual application for renewal of the company's ATEC status is being processed at present, and we fully expect it to be passed without question as was the company's recent renewal of its Solution Provider status.
/s/ Sonya Dow
Sonya Dow Skills Development Manager Microsoft Ltd UK
Registered office: as above Registered in England no 1624297 VAT no GB 370 1411
95 MICROSOFT. SOLUTION PROVIDER AGREEMENT
This Microsoft Solution Provider Agreement is between the Micros
oft Corporation or such other Microsoft subsidiary, affiliate or related company (~MS") as is specifically identified in the Country Annex, as those terms are defined below, and the Microsoft Solution Provider (the "MSP") identified in the Country Annex a
n
d in the Final Invoice (MSP), as those terms are defined below. The terms and conditions of this Agreement shall apply to all business entities authorized as Microsoft Solution Providers (Member Level, Partner Level) and as Authorized Technical Education
Centers (MSP-ATEC, MSP-ATEC II).
1. DEFINITIONS:
The following definitions shall apply to this Agreement, the Country Annex, the Site Annex, the MSP Member Program Guide, the Final Invoice (MSP) and to any and all additional annexes and addendums which cu
rrently comprise the Agreement (as defined below) or which may at a later date comprise the Agreement:
A. "Products" shall mean such Microsoft software products which the MSP is licensed to use herein, as well as other software products which Microsoft Co
rporation or an authorized Microsoft subsidiary may, from time to time, license the MSP to use, but excluding any Beta Software (defined below).
B. "Microsoft Solution Provider" shall mean the business entity which has met certain MS established requirements and which provide the Services (defined below).
C. "Services" shall mean the software integration, consulting, custom and turnkey development, technical support and training which the Microsoft Solution Providers may provide to customers.
D. "Sites" shall mean (1 ) separate legal entities controlled by the MSP or together with the MSP are under the common control of a third party, or (2) the a
dditional divisions or offices of the MSP which are not located at the MSP's principal place of business. Unless otherwise provided, the term 'MSP' in this Agreement shall be deemed to include any Sites.
E. "MSP-ATEC" shall mean a Microsoft Solution Provi
der which MS has approved as an Authorized Technical Education Center and which shall provide the Microsoft Official Curriculum for the MS Courses instructed by Microsoft Certified Trainers as more fully defined and described in the Authorized Technical E
ducation Center Addendum.
F. "MSP-ATEC II" shall mean a Microsoft Solution Provider which MS has approved to be upgraded to the ATEC II level and which must fulfill the additional requirements set forth in the MSP-ATEC II Program Guide.
G. "MSP Partner Level" shall mean the Microsoft Solution Provider which MS has approved to be upgraded to the MSP Partner Level and which must fulfill the additional requirements set forth in the MSP Partner Level Welcome Guide.
H. "Effective Date" shall mean the date of MS's letter of acceptance which shall be delivered within a Welcome Kit to a new MSP or renewing MSP.
I. "MSP Member Program Guide" shall mean the guide which shall identify the specific MSP Member requirements and benefits. The MSP Member Program Guide may, from time to time, be subject to change at MS' sole discretion.
J. "MSP-ATEC Program Guide," "MSP Partner Level Welcome Guide" and "MSP-ATEC II Program Guide" shall all have the meanings defined in the applicable addendums or documents. The MSPATEC Wel
come Guide, MSP Partner Level Welcome Guide, and MSP-ATEC II Program Guide may, from time to time, be subject to change at MS' sole discretion.
K. "Identity Kit" shall mean the guidelines governing the use and placement of any and all MSP and/or ATEC program logos. The Identity Kit shall be provided to an approved MSP/ATEC with the applicable Welcome Kit.
1997 Microsoft Solution Provider Agreement (8/20/96) 098-66551 L. "Agreement" shall mean this agreement between MS and the MSP with respect t
o all terms, conditions, requirements, and benefits appearing herein, including but not limited to, the Site Annex (if applicable), the Country Annex, the MSP Member Program Guide, the ATEC Program Guide, the Final Invoice (MSP), and any other applicable
a
nnexes and addendums (e.g., the MSP Partner Level Welcome Guide, and the Authorized Technical Education Center Addendum). The Site Annex, the Country Annex, the MSP Member Program Guide and the Final Invoice (MSP) are attached hereto and incorporated here
in by reference.
M. "Term" shall mean the period from the Effective Date to and including December 31 of the same year, and any subsequent one-year renewal terms as described in Section 2 below. For any MSP which is providing services in 1996 as a Microsof
t Solution Provider under a Microsoft Solution Provider Agreement, the Effective Date of the initial Term of this Agreement shall not be earlier than January 1, 1997.
N. "Territory" shall mean the territory specifically set forth in the Country Annex.
O. "Microsoft Certified Professional" shall mean the individuals who have been certified by MS, or a third party authorized by MS, as a Microsoft Certified Product Specialist, Microsoft Certified Systems Engineer, Microsoft Certified Solution Developer, M
icrosoft Certified Trainer, or such other certified professional designations as may be established.
P. "Final Invoice (MSP)" and "Final Invoice (ATEC)" shall mean, respectively, the invoice provided to the MSP which indicates the proper Microsoft Solution
Provider fee for the Territory and which requires the MSP to indicate its acceptance of the terms of this Agreement by signing and resuming the invoice to MS or the ATEC invoice which may be sent to an MSP approved as an ATEC pursuant to the ATEC Addendu
m.
Q. "Beta Software" shall mean the pre-release Territory specific version of certain Microsoft software products together with written documentation and related information.
R. "Beta CD" shall mean a compact disk which MS may, from time to time, deliver to the MSP which shall contain the Beta Software.
S. "Beta Program" shall mean the MS Beta Evaluation Program through which the MSP may receive Beta CDs containing Beta Software.
2. APPOINTMENT
MS hereby appoints the MSP as a non-exclusive Microsoft So
lution Provider at the Member Level in the Territory, and the MSP accepts such appointment. Notwithstanding the foregoing, this appointment and this Agreement are conditioned on MS's final approval of any new applicant or renewing MSP, such approval shall
be indicated by delivery of MS's letter of acceptance delivered with the Microsoft Solution Provider Welcome Kit. MS' final approval shall be based on MSP's compliance with the objective obligations and requirements of the Microsoft Solution Provider prog
r
am. The MSP understands and agrees that MS has the right but not the obligation, on a non-exclusive basis, to upgrade the MSP to the MSP Partner Level and/or approve the MSP as an MSP-ATEC or MSP-ATEC II. If the MSP is upgraded to the MSP Partner Level an
d/or is approved to be an MSP- ATEC or MSPATEC II, then the MSP shall be required to meet certain additional requirements and obligations and shall receive the additional benefits related to such appointments or upgrades.
3. TERM AND TERMINATION
A. Term:
This Agreement shall take effect on the Effective Date and, unless earlier terminated as provided herein, shall continue until December 31, 1997. This Agreement shall renew for additional terms of one year each. Both parties agree that this Agreement shal
l
be extended provided that the MSP continues to meet any and all MSP obligations and requirements, including but not limited to, timely payment of any applicable program fees hereto. Any renewal Term is conditioned on MS' final approval, such approval sha
l
l be indicated by delivery of MS' letter of acceptance which is contained in the Microsoft Solution Provider Welcome Kit. If renewing MSP does not receive MS' final approval, this Agreement shall expire. Upon expiration or earlier termination of this Agre
e
ment, all rights and benefits granted by this Agreement shall revert to MS and the MSP shall immediately cease use of and destroy (i) all internal use and training licenses, (ii) MSDN and TechNet licenses, (iii) if applicable, any licenses granted under t
h
e Microsoft Internal Use Product Program, (iv) Beta Software licenses and (v) the Microsoft Solution Provider logo and any other MS logos, and shall cease to represent itself as a Microsoft Solution Provider. Additionally, the MSP shall immediately destro
y any and all Beta CDs in the MSP's possession or control. Termination and/or expiration of this Agreement shall immediately terminate the MSP's appointment as an MSP (Partner Level), MSP-ATEC and MSP-ATEC II.
1997 Microsoft Solution Provider Agr
eement (8120/96) 098-66551 B. Termination Without Cause: Either party shall have the right to terminate this Agreement at any time, without cause and without the intervention of the courts, on the delivery of thirty (30) calendar days' (Japan only: sixty
(60) calendar days') prior written notice. Neither party shall be responsible to the other for any costs or damages resulting from the termination of this Agreement.
C. Termination With Cause: Without prejudice to MS's other rights or remedies, MS shall have the right to terminate this Agreement immediately in the event of one or more of the following occurrences:
(1) If the MSP breaches any of the terms or conditions of this Agreement, and such breach remains unremedied to MS's satisfaction for thirty (30) calendar days (Japan only: sixty (60) calendar days) after the MSP receives written notice of such breach;
(2) If the MSP makes any assignment for the benefit of creditors, files a petition in bankruptcy, or is adjudged bankrupt or becomes insolvent, o
r is placed in the hands of a receiver. The equivalent of any of these proceedings or acts, though known and/or designated by some other name or term in the Territory, shall likewise constitute grounds for termination of this Agreement; or
(3) MSP sells, transfers or assigns a significant portion of stock to a third party or enters into any transaction which results in MSP's loss of management control over MSP's organization.
D. Termination of Sites: Upon the expiration or earlier terminati
on of this Agreement, all Sites authorized herein shall also be terminated. Within thirty (30) calendar days (Japan only: sixty (60) calendar days) from the effective date of any termination or expiration of the Agreement, such Sites may apply independent
ly for authorization to become a Microsoft Solution Provider.
4. MSP SITES
Upon MSP's request, MS may approve the Sites indicated on the Site Annex as additional Microsoft Solution Providers, provided that such Sites are also located in the Territory and
each individually meets the MSP Member Level requirements, provided that the MSP shall be responsible for paying the additional fees arising from the addition of each Site. If the Site is a separate legal entity, MSP herein unconditionally and irrevocably
guarantees the payment and performance of that Site under the terms and conditions of this Agreement.
5. PAYMENT
During the initial Term and any renewal Terms, the fee for the appointment as a Microsoft Solution Provider under this Agreement shall consis
t of per annum payments as follows: A. The Microsoft Solution Provider fee which is the amount determined by the fee schedule set forth in Table 1 of the Final Invoice (MSP); and
B. The Site fee, which will vary depending on the number of sites, is the am
ount determined by the fee schedule set forth in Table 1 of the Final Invoice (MSP). With respect to any renewing Microsoft Solution Provider, all fees due under this Agreement shall be received by MS by the date indicated in the Member Program Guide for
t
he applicable renewal Term. The MSP understands and agrees that if it is appointed as an ATEC, it shall be required to pay the ATEC fee in a timely manner. Any fee payments shall be submitted without any deduction whether by set-off, counterclaim or other
wise.
6. MSP RESPONSIBILITIES AND OBLIGATIONS
A. Trademarks/Logos/Registered Marks: Nothing in this Agreement shall be construed as granting the MSP with a license to use MS's trademarks, trade names, or logos other than in the following manner: the MSP i
s a "Microsoft Solution Provider" or as is otherwise indicated in the Microsoft Solution Provider Authorized Technical Education Center Addendum. The specific guidelines concerning the size, placement and use of the Microsoft Solution Provider name and lo
g
o are set forth in the Identity Kit. The MSP shall use the appropriate trademark symbol (either "TM" [Standard trademark] or Copyright Symbol [Registered trademark] in a superscript following the Product name) whenever a Product name is mentioned in any a
d
vertisement, brochure, or material circulated or published in any form whatsoever by the MSP. The appropriate trademark symbol must be used in conjunction with references to each Product in all the MSP's circulations or publications. MS reserves the right
to (1) review and approve all such trademark service names, trade names and logos MSP uses, and (2) to amend any Microsoft trademarks, trade names, service marks or logos and agrees to notify the MSP of any such
1997 Microsoft Solution Provider A
greement (8/20196) 098-66551 B. Termination Without Cause: Either party shall have the right to terminate this Agreement at any time, without cause and without the intervention of the courts, on the delivery of thirty (30) calendar days' (Japan only: six
ty (60) calendar days') prior written notice. Neither party shall be responsible to the other for any costs or damages resulting from the termination of this Agreement.
C. Termination With Cause: Without prejudice to MS's other rights or remedies, MS shall have the right to terminate this Agreement immediately in the event of one or more of the following occurrences:
(1) If the MSP breaches any of the terms or conditions of this Agreement, and such breach remains unremedied to MS's satisfaction for thirty (30) calendar days (Japan only: sixty (60) calendar days) after the MSP receives written notice of such breach;
(2) If the MSP makes any assignment for the benefit of creditors, files a petition in bankruptcy, or is adjudged bankrupt or becomes insolvent,
or is placed in the hands of a receiver. The equivalent of any of these proceedings or acts, though known and/or designated by some other name or term in the Territory, shall likewise constitute grounds for termination of this Agreement; or
(3) MSP sells, transfers or assigns a significant portion of stock to a third party or enters into any transaction which results in MSP's loss of management control over MSP's organization.
D. Termination of Sites: Upon the expiration or earlier termination of this Agreement, all Sites authorized herein shall also be terminated. Within thirty (30) calendar days (Japan only: sixty (60) calendar days) from the effective date of any termination
or expiration of the Agreement, such Sites may apply independently for authorization to become a Microsoft Solution Provider.
4. MSP SITES
Upon MSP's request, MS may approve the Sites indicated on the Site Annex as additional Microsoft Solution Providers
, provided that such Sites are also located in the Territory and each individually meets the MSP Member Level requirements, provided that the MSP shall be responsible for paying the additional fees arising from the addition of each Site. If the Site is a
separate legal entity, MSP herein unconditionally and irrevocably guarantees the payment and performance of that Site under the terms and conditions of this Agreement.
5. PAYMENT
During the initial Term and any renewal Terms, the fee for the appointment a
s a Microsoft Solution Provider under this Agreement shall consist of per annum payments as follows: A. The Microsoft Solution Provider fee which is the amount determined by the fee schedule set forth in Table 1 of the Final Invoice (MSP); and
B. The Site
fee, which will vary depending on the number of sites, is the amount determined by the fee schedule set forth in Table 1 of the Final Invoice (MSP). With respect to any renewing Microsoft Solution Provider, all fees due under this Agreement shall be rece
i
ved by MS by the date indicated in the Member Program Guide for the applicable renewal Term. The MSP understands and agrees that if it is appointed as an ATEC, it shall be required to pay the ATEC fee in a timely manner. Any fee payments shall be submitte
d without any deduction whether by set-off, counterclaim or otherwise.
6. MSP RESPONSIBILITIES AND OBLIGATIONS
A. Trademarks/Logos/Registered Marks: Nothing in this Agreement shall be construed as granting the MSP with a license to use MS's trademarks, tr
ade names, or logos other than in the following manner: the MSP is a Microsoft Solution Provider" or as is otherwise indicated in the Microsoft Solution Provider Authorized Technical Education Center Addendum. The specific guidelines concerning the size,
p
lacement and use of the Microsoft Solution Provider name and logo are set forth in the Identity Kit. The MSP shall use the appropriate trademark symbol (either "TM" [Standard trademark] or (C) [Registered trademark] in a superscript following the Product
n
ame) whenever a Product name is mentioned in any advertisement, brochure, or material circulated or published in any form whatsoever by the MSP. The appropriate trademark symbol must be used in conjunction with references to each Product in all the MSP's
c
irculations or publications. MS reserves the right to (1 ) review and approve all such trademark service names, trade names and logos MSP uses, and (2) to amend any Microsoft trademarks, trade names, service marks or logos and agrees to notify the MSP of
any such
1997 Microsoft Solution Provider Agreement (8120/96) 098-66551 amendments that are relevant to the MSP's business. MSP shall not, at any time, use or register any name, trademark, service mark, logo or symbol which may be confusingly sim
ilar to any Microsoft or Microsoft Corporation trademark, trade name, logo, symbol or product name.
B. Reporting: Upon MS's request, the MSP shall provide sales and service reports, using such forms as MS shall from time to time provide, and deliver such
reports to MS at the address indicated on the reporting form. The MSP warrants that such reports shall be true and correct to the best of its knowledge and belief.
C. Membership Application and Profile Report: MSP represents and warrants that all the info
rmation provided on any registration or application form including, without limitation, its Member Application and/or Profile Report is, in all material respects, true and correct to the best of its knowledge and belief, and warrants that the information
w
ill continue to be so during the term of this Agreement unless otherwise notified in writing by MSP to MS. Should there be any changes in such information during the course of this Agreement, MSP agrees to promptly inform MS in writing giving details of s
uch changes.
D. Microsoft Certified Professionals: The MSP understands and agrees that it, at all times, shall employ the number and kind of Maps as set forth in the MSP Member Program Guide and, if applicable, the ATEC Program Guide.
E. Service Estimate:
The MSP shall use its best efforts to realize certain percentage of its gross revenue from the provision of the MSP Services. Gross revenues shall be computed from revenues derived from services provided to third parties. The specific percentage referred
to above shall be set forth in the MSP Member Program Guide. The estimate shall not include those services, support, training or product distribution provided to any of the MSP's Sites.
F. Piracy: MSP shall use its best efforts to prevent the unauthorized duplication or pirating of the Product and shall take all available steps to protect against piracy and to protect MS's right, title and interest in and to the Product. MSP shall prompt
ly notify MS of any infringement in the Territory of any copyright or of any trademark of MS.
7. MS RESPONSIBILITIES AND OBLIGATIONS
A. MS License Grants for Internal and Marketing Use:
For internal and marketing uses only, MS hereby grants to the MSP, including each Site, a non-exclusive, non-transferable, royalty-free, terminable license to make and use the following:
(1) The number of copies of the Product set forth in the MSP Member Program Guide. In all cases, use of the copies of the Product are su
bject to the additional terms and conditions of the End User License Agreement, including but not limited to, any limitation and warranties, for the corresponding Product, except that the copies shall not be resold, transferred or assigned to any third pa
rty. MS reserves the right to change the Products (and number of copies) licensed above and as may be provided through the Microsoft Internal Use Product Program, from time to time and in its sole discretion; and
(2) The number of copies set forth in the M
SP Member Program Guide of the materials contained on the MSDN Level II and TechNet compact disks. The MSP will be provided with updates to one (1) nontransferable set of compact disks to facilitate this. This grant amends the End User License Agreements
of MSDN and TechNet; however, the provisions of such End User License Agreements where unamended remain in full force and effect.
B. Training Use Licenses: The MSP, at its sole cost and expense, may offer training to customers on the Product. MS hereby gra
nts the MSP permission to make the number of copies set forth in the MSP Member Program Guide for the sole purpose of providing training on the Microsoft Desktop Product. Training use of the Product is subject to the following conditions: (i) the MSP shal
l
destroy all copies used outside of the MSP location upon completion of on-site training; (ii) the MSP may only reproduce the Product for which the MSP conducts training classes; (iii) the MSP agrees to be bound by the terms of the Microsoft End User Lice
n
se Agreement for each copy, except that such Product shall not be resold, transferred, or assigned to a third party, (iv) the MSP shall strictly control use of any copies in accordance with the End User License Agreement; and (v) all copies of the Product
shall be true and complete copies, including all copyright and trademark notices.
C. Product Support: The MSP shall receive the product support benefits set forth in the MSP Member Program Guide and, if applicable, the ATEC Program Guide.
1997 M
icrosoft Solution Provider Agreement (8/20/96) 098-66551 D. Advertising Promotional Materials: MS may, in its sole discretion, reference the MSP in advertising and promotional materials in connection with the sale and promotion of the Products. Uses of t
h
e MSP's name include, but are not limited to: lists of the MSP's for customer information, advertising of the Microsoft Solution Provider program containing the MSP's name. When a specific advertisement or promotion containing only the MSP's name is plann
ed, MS will obtain the MSP's written permission before such use. MS shall also obtain the MSP's written permission before use of any logo of the MSP. (C)
E. Changes in the MSP Agreement Features: The MSP understands that MS may expand, change the scope or
contents of, and/or delete, any benefits offered under the Microsoft Solution Provider program, including but not limited to expanding, changing the scope or contents of and/or deleting the MSP Member Program Guide and, if applicable, the MSP-ATEC Program
Guide, MSP Partner Level Welcome Guide, and MSPATEC 11 Program Guide. In the event that MS adversely changes any program features, and should the MSP be dissatisfied with those changes, the MSP may terminate this Agreement in accordance with Section 3.B a
nd will have no other recourse against MS.
8. BETA EVALUATION PROGRAM
MS, at its sole discretion, may periodically provide a Beta CD to the MSP at no additional charge. The MSP understands and agrees that the Beta CD may be used only by the MSP and its em
ployees and that it is not entitled to receive any particular Beta Software or any commercial release version of a MS Software appearing on any Beta CD. The Beta Software provided herein may not contain all features ultimately included in the commercial r
elease version of the software product and may contain features that will disable it at the end of the license period. MS will not provide any product support for the Beta Software. Additionally, the following shall apply:
A. End User License Agreement Cov
erage: An End User License Agreement in printed and/or electronic form covering each Beta Software product will accompany each Beta CD. The MSP will be entitled to install and use up to three copies per Beta Software. The MSP acknowledges that by using a
p
articular Beta Software product it agrees to the terms and conditions of the End User License Agreement for that product. If the MSP does not agree with the terms and conditions of such the End User License Agreement, the MSP is not authorized to use that
product.
B. Confidentiality: The MSP acknowledges and agrees that the Beta Software it receives is proprietary and confidential information of MS and its suppliers and shall be subject to the terms and conditions of the Microsoft Non-Disclosure Agreement
signed by the MSP, if any. If the MSP has not signed a Microsoft NonDisclosure Agreement or if the agreement signed is limited in a manner such that it does not cover pre-release software, then this section shall apply. Subject to the exceptions set forth
below, the MSP agrees not to disclose or provide the Beta Software or any information the MSP learns about the Beta Software to any third party, nor disclose any such information in a written publication. The MSP may, however, disclose the information und
e
r judicial or other governmental order provided that the MSP gives MS reasonable written notice prior to such disclosure and that the MSP complies with any applicable protective order or equivalent. With regard to any versions of the Beta Software for Mic
r
osoft (C) Windows(C), Windows NT@, MS-DOS@, and predecessor or successor versions (including products marketed as replacements) of these products, this confidentiality provision shall continue in effect until the earlier of one year from the date that the
MSP receives a Beta CD containing any such version(s) or the date the associated information is made public by MS. For versions of any other Beta Software, this confidentiality provision will continue in effect until the earlier of three years from the da
t
e the MSP receives a Beta CD containing such software or the date the associated information is made public by MS. This confidentiality obligation applies only to Beta CDs and the associated Beta Software that the MSP receives under the terms of this Agre
ement.
9. AUDIT
During the Term, MS and/or its designated representatives, shall have full access to the MSP's pertinent books and records and shall have the rig
ht to make copies of such materials as is reasonable to verify the MSP's compliance with this Agreement. The MS shall conduct such audits during the MSP's normal business hours and, from time to time, as the MS deems necessary.
1997 Microsoft Solution Provider Agreement (8/20/96) 098-66551 10. CONFIDENTIALITY
Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted to the other that the disclosing party has identified a
s being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how
e
xcept under the terms and during the existence of this Agreement. However, neither party shall have an obligation to maintain the confidentiality of information that (i) it received rightfully from a third party prior to its receipt from the disclosing pa
r
ty; (ii) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; or (iii) is independently developed by the obligated party. Further, either party may disclose confidential information as requ
i
red by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Each party shall treat all MS product adapta
t
ion materials as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without the other's prior written permission. Each party's obligation under this Section shall extend to the earlier of such tim
e as the information protected hereby falls into the public domain through no fault of the obligated party or three (3) years following termination or expiration of this Agreement.
11. NEW PRODUCTS
Notwithstanding any other provisions of this Agreement, M
S may elect at any time during the term of the Agreement to announce new MS products to which the terms and conditions of this Agreement may not apply. New versions, updates, and maintenance releases of existing titles are not considered new MS products.
12. WARRANTIES/LIMITED WARRANTIES A. MS WARRANTIES
EXCEPT FOR ANY LIMITED WARRANTIES PROVIDED IN ANY APPLICABLE END USER LICENSE AGREEMENT AND AS MAY BE OTHERWISE PROVIDED HEREIN, THE PRODUCTS AND ANY OTHER SERVICES, MATERIALS AND PRODUCTS PROVIDED BY MS
TO MSP, ARE PROVIDED 'AS IS' WITHOUT WARRANTY OR CONDITION OF ANY KIND. MS SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, ACCIDENTAL, SPECIAL, PUNITIVE, AND INDIRECT DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSI
N
ESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, ARISING FROM ANY SOFTWARE OR SERVICES PROVIDED BY MS PURSUANT TO THIS AGREEMENT. TO THE FULLEST EXTENT OF APPLICABLE LAW, MS, DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, ST
A
TUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, OR THAT THE OPERATION OF ANY SERVICES, MATERIALS, OR SOFTWARE FURNISHED HEREUNDER WILL
B
E UNINTERRUPTED, ERROR-FREE OR VIRUS-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO THE MSP. THE LIMITED WARRANTIES AND CONDITION REFERENCED ABOVE GIVE MSP SPECIFIC LEGAL RIGHTS. MSP MAY
H
AVE OTHERS, WHICH VARY FROM JURISDICTION TO JURISDICTION. Neither MSP nor any of its employees or agents shall have the right to make any representation, warranty, or promise or give any instructions for use of the Product which instruction is not contain
ed on the Product label or container, or authorized by Microsoft Corporation.
1997 Microsoft Solution Provider Agreement (8120/96) 098-66551 B. MSP WARRANTIES
MSP hereby represents and warrants to MS as follows:
(1) It will comply with its plans developed pursuant to Section 6(c) above and that it will achieve the aims and objectives set out in that document.
(2) It warrants that all activities undertaken by it as a Microsoft Solution Provider, including any and all services offered or provided
by it under that designation, shall be provided with due care and skill and in a manner which will not in any way, directly or indirectly, bring that designation or any other designation, name or mark with which MS is associated into disrepute. Without l
i
mitation to the foregoing, MSP shall in particular ensure that any end user complaint in respect of a product or service shall be dealt with in a reasonable manner. In this regard MSP shall be deemed to have acted reasonably in respect of any such complai
nt if it responds promptly and in good faith to any such complaint and assists MS to honor the terms and conditions of the End User License Agreement applicable to the Product which is the subject of any such complaint.
(3) It hereby agrees to defend, inde
mnify and hold MS, its successors and their parents, subsidiaries and affiliates and their employees, officers and directors, harmless from and against any loss, damage, costs or expenses (including reasonable attorney's fees) arising out of or in any way
connected with the performance of the services or from the MSP's (or any of its agents or employees) acts or omissions in connection with this Agreement.
13. LIMITATION OF LIABILITY
Subject to applicable law, neither MS nor anyone else who has been involved in the creation, production, or delivery of the Product or services that are the subject of this Agreement shall be liable for any direct, indirect, consequential or incidental da
m
ages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of the use or inability to use the MS Product, or provision of, or failure to provide, support, even if MS has been advise
d
of the possibility of such damages. Because some jurisdictions do not allow the exclusion or limitation of indirect, consequential or incidental damages, the above limitation may not apply. In any event, except as otherwise provided by law, the liability
of MS or its suppliers, whether for negligence, breach of contract, breach of warranty, or otherwise, shall, in the aggregate, not exceed the amount paid to MS by the MSP hereunder.
14. GENERAL
A. Except as otherwise provided, all notices, authorizations
, and requests in connection with this Agreement shall be in writing and shall be deemed received two (2) business days after transmission by facsimile, five business days after being deposited in the mail (prepaid) for delivery in the same country, or te
n
business days after being deposited in the mail (prepaid) for delivery between different countries, at the addresses set forth in the Final Invoice (MSP) or to such other address as the party to receive the notice so designates by written notice to the o
ther.
B. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications including all prior and current Microsoft Solution Provider Agreements.
Except as otherwise provided herein, this Agreement shall only be modified as provided herein or by a written agreement dated subsequent to the Effective Date and signed by the authorized representatives of both parties. The parties understand and agree t
h
at with respect to any upgrade to the MSP Partner Level or to the MSP-ATEC 11 which may occur during the Term, the MSP shall be advised in writing of the additional benefits and requirements of such programs and shall acknowledge and agree to be bound to
such additional requirements by breaking the seal on the Partner Welcome Kit or the MSP-ATE...
View agreement details