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operating division Of Enrolled Affiliate or an Affiliate, '(u) a reatoanizatlon, or (0) a
<br />consolidation, )
<br />Upon such transfer, Cuslonlor'or Enrolled Affiliate must uninstall and discontinue using the
<br />licensed product and render any copies unusable.
<br />b. Notification of I.1conso "I'llefor. EnralleU A(Illlale rmual nnflty Microsoh era License transfer
<br />by completing a Iicenso� transfer form, whist) can be obtained from
<br />n4tn'Rw'a"r+mirraga((,r,<gndlpgns)nrdroidrnri and sending lire completed form to Microsoft
<br />before the Llcanse transfer, No Llconso lransfarwill be valid unless Enrolled Affiliate provides
<br />to the transferee, and file transferee accepts In writing, documents surficieril to enable the
<br />transferee to ascertain the scop','% purpose and limitations of file rights granter) by Microsoff
<br />under the licenses being transferred (tncludingthe applicable Use Rights, site and Iransfe
<br />restrictions, warranties end timilations of liability), Any License IransfernoCniada in compliance
<br />with this section will be void, I
<br />a. Internal Assignment of Licenses and Software Assurance, Licenses and Boflware
<br />Assurance must ie assigned to a single user or device within the Enterprise. Llcensos and
<br />Software Assurance may be re�sslgned within the Enlerprise as described In the Use Rights,
<br />6, Tern» and termination.
<br />A. Tarn.ThafanmofihisAgresmdntwlllba79fullcalendarmonfhsfromtheoffectivecialeunless
<br />terminated by either party as described below. Each Frimilmont will have the term provided In
<br />that Enrollment,
<br />b. l'ormlriaffonwiutnutcauss. Either party maytorminalethisAgreement, without cause, upon
<br />00 days' Wrillen notice, In the OWN of termination, new Enrollments will not be accepted, bill
<br />any existing Enrollment will continue for the term of such Enrollment and will continue to be
<br />governed by this Agreement,
<br />a, rVild-tarn termination for non-upproprintion of Funds. Enrolled Atfillale may terminate this
<br />Agreement or an Enrollment without liability, penally or further Obligation to malts pa+pmonts if
<br />funds to make payments under the Agreement or Enrollment are not appropriated Or allocated
<br />by the Enrolled Affiliate for such purpose.
<br />d. Termination for cause, Without limiting any other remedies 11 may have, either party may
<br />terminate an Enrollmanl if the other party materially breaches its obligations under this
<br />Agreement, including (any obllgattlontoSubmit orders orpay Invoices, Except where the breach
<br />Is by Its nature not curable within $0 days, file torminatfag party must give the other party 30
<br />days' nelico of Its Intent to terminate and an opportunity to cure the breaah.
<br />If Microsoft gives sucfl notice to an Enrolled Affiliate, Microsoft also will give Customer a copy
<br />of that notice and Customer a6hies to help resolve the breach. If (he breach affects other
<br />Enrollments and cannot be resolved between Microsoft and Enrolled Affiliale, together with
<br />Customer's help, Within a reasonable period Of time, Microsoft may terminate this Agreement
<br />and all Enrollmants under it. If urn Enrolled Affiliate ceasas to be Custamor ri Affiliate, it mast
<br />promptly notify Microsoft, and Microsoft mey lenhinale the former, Affiliate's Fnmll menL If an
<br />Enrolled Affiliate fenninatas Its Enrollment as a result of a breach by Microsoft, at if Microsoft
<br />terminates an Enrollment because Enrolled Affiliate causes to be Customer's Affiliate, then
<br />Enrolled Afflllato will have the aarly termination rights described In the Enrollment.
<br />e, Enly termination. If (1) an Enrolled Affiliate tenntnales Its Enrollment as a resull of a breach
<br />by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has
<br />ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non.,
<br />appropriation or funds, or (41 Microsoft terminates an Enrollment for non-payment due to non-
<br />apprapriatlon of funds, then the Enrolled Affiliate will have the following options:
<br />(1) It may Immediately pay the fatal remaining amount dLie, including all hlsolirr ants, In vthlch
<br />ease, the Enrolled Affiliate i III have perpetual rights for all Licenses It has ordered; or
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