2021/01/06 Council Agenda Packet

j• may submit true -up orders more often to account for increases in Product usage, but an annual true -up order or update statement must still be submitted during the annual order period. (vii)Late true -up order. If the true -up order or update statement is not received when due, Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows: (i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up process. (ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step up initially by following the process described in the Section titled 'Adding new Products not previously ordered " then for additional step-up Licenses by following. the true -up order process. i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction.. Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a.Product ordered. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement. 3. Pricing. a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment b. Setting Prices. Enrolled. Affiliate s prices for each Product or Service will be established by its Reseller. Except for Online. Services designated in the Product Terms as being exempt from fixed pricing, As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft's prices for Resellers for each Product or Service ordered will be fixed throughout the applicable initial or renewal Enrollment term Microsoft's prices to Resellers are reestablished at the beginning of the renewal term. 4. Payment terms. For the initial or. renewal order, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft s acceptance of this Enrollment and remaining_ installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 5. End of Enrollment term and termination. a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36-month term or by signing a new Enrollment. Microsoft must receive a Renewal Form Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 5 of 10 Document X20-10635