Microsoft 365 License Agreement

MICROSOFT 365 LICENSE AGREEMENT

Parties and Effective Date

Effective Date: — This Agreement is entered into by Licensor and Licensee on the Effective Date set forth above.

Recitals

WHEREAS, Licensor is the owner or authorized distributor of subscription licenses for the Microsoft 365 productivity suite and associated cloud services and has the right to grant limited, nonexclusive licenses to Licensee under the terms of this Agreement; and

WHEREAS, Licensee desires to obtain a license to use the licensed software, services, and associated documentation for internal business purposes subject to the terms, conditions, and payment obligations set forth herein; and

WHEREAS, Licensor and Licensee desire to set forth the scope, fees, term, support obligations, confidentiality protections, and other terms applicable to the licensed products and services.

Grant of License and Scope of Work

Grant: Subject to Licensee's timely payment of all fees and compliance with this Agreement, Licensor hereby grants to Licensee a limited, nonexclusive, nontransferable right to access and use the licensed Microsoft 365 subscription services and associated client software (the "Licensed Products") solely for Licensee's internal business operations and only in accordance with the user counts, service tiers, and restrictions set forth in this Agreement.

License Type and Quantity: Licensee shall procure the following license configuration: Number of User Licenses: ; License Plan: .

Payment Terms

Fees: Licensee shall pay Licensor a subscription fee of USD per for the Licensed Products and any specified services.

Payment Schedule: Payments are due according to the following schedule: . All payments are payable within days of the invoice date.

Late Fee: Any undisputed amount not paid when due shall accrue interest at per month or the maximum permitted by law, whichever is less, plus reasonable collection costs.

Term and Termination

Term: The initial term shall commence on the Effective Date and continue for a period of (the "Initial Term"). Thereafter the Agreement will unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Licensee shall immediately cease all use of the Licensed Products, return or destroy Licensor materials as directed, and pay all accrued but unpaid fees through the effective date of termination. Sections that by their nature survive termination shall survive.

Confidentiality

Confidential Information: Each party may disclose Confidential Information to the other in connection with this Agreement. "Confidential Information" means nonpublic business, technical or financial information disclosed in connection with this Agreement. Confidential Information does not include information that is publicly known through no breach by the receiving party, already known by the receiving party, or independently developed.

Non-Use and Non-Disclosure: The receiving party shall protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and shall not use or disclose such Confidential Information except as permitted by this Agreement or required by law.

Support, Compliance, and Audit Rights

Support: If included in the Scope of Work, Licensor will provide the support services described in the Scope of Work during the term. Any additional support beyond the Scope of Work will be charged at Licensor's then-current rates.

Compliance & Audit: Licensee shall maintain accurate records of license usage and provide Licensor reasonable access to such records upon request no more than once per year to verify compliance. If an audit reveals underreporting of licenses, Licensee shall pay for the underreported licenses and Licensor's reasonable audit costs.

Warranties; Disclaimers; Limitation of Liability; Indemnification

Limited Warranty: Licensor warrants that it has the right to grant the licenses granted hereunder and that the Licensed Products will substantially conform to the applicable documentation provided by Licensor. Licensee's exclusive remedy for breach of this warranty shall be repair, replacement, or termination and pro rata refund of pre-paid fees, at Licensor's option.

Disclaimer: EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, LICENSOR PROVIDES THE LICENSED PRODUCTS AND SERVICES "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. LICENSOR'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Indemnification: Licensee shall indemnify, defend and hold harmless Licensor from claims arising out of Licensee's misuse of the Licensed Products, violation of third-party rights, or breach of this Agreement. Licensor shall indemnify Licensee for third-party claims that the Licensed Products, as delivered by Licensor, infringe a third-party patent or copyright, subject to timely notice and control of the defense by Licensor.

Data Protection and Privacy

Data Handling: The parties acknowledge that Licensee's use of cloud services may involve the processing of personal data. Each party shall comply with applicable data protection laws in the processing of such data. Licensor shall implement reasonable administrative, physical, and technical safeguards appropriate to the nature of the data.

Governing Law; Notices; Entire Agreement

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by Licensee's principal place of business: , without regard to its conflict of law principles.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing, and shall be deemed given when delivered in person, by certified mail, or by nationally recognized courier.

Entire Agreement: This Agreement, including any exhibits and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Licensor may assign to an affiliate or in connection with a sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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