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Reorganizations, consolidations and privatizations. if the number of Licenses covered by <br />-an Enrollment changes by more than ten percent as a result of (1) a reorganization, <br />consolidation or privalizalioti of an entity or an operating division, (2) a privatization of an <br />Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation <br />including a merger with a third party tliat has an existing agreement or Enrollment. Microsoft <br />will work with Enrolled Affiliate in good faith to determine how to arcommodate its chsnged <br />circumstances in the context of this Agreement. <br />i <br />4. Making copies of Products and re -imaging rights. <br />a. General. Enrolled Affiliate may male as many copies of Products, as it needs to distribute <br />them within the Enterprise. Copies must be true and complete (incloding copyright and <br />trademark notices) from master copies obtained from a Microsoft approved fulfillment source. <br />Enrolled Affiliate may use a third party to make these copies, but Enrolled Affiliate agrees it will <br />be responsible forany third party's actions. Enrolled Affiliate agrees to make reasonable efforts <br />to notify its employees, agents. and any other individuals who use the Products that the <br />Products are licensed from Microsoft and subject to the terms of this Agreement. <br />b. copies for traininglevaluation and back -tip. For all Products other than Online Services. <br />Enrolled Affiliate may: (1) use tip to 20 complimentary copies of any licensed Product in a <br />dedicated training facility on its premises for purposes of training on that (rarticular Product, (2) <br />use up to 10 complimentary copies of any Products for a 60-day evaluation period, and (3) use <br />one complimentary ropy of any licensed Product for bacl<-up or archival purposes for each of <br />its distinct geographic locations. Trials for Online Services may be available if specified in the <br />Use (tights <br />c. Right to re -image. In certain cases, re -imaging is permitted using the Product media. If the <br />Microsoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a full <br />packaged Product through a retail source, or (3) under another Microsoft program, then media <br />provided uridei this Agreernentrmay generally be used to create images for use in place of <br />copies provided through that separate source. This right is conditional upon the following: <br />(I) Separate Licenses must be acquired from the separate source for each PIOdUct thht is re - <br />imaged. <br />(ii) The Product, language, version, and components of the copies made must be identical to <br />the Product, language, version, and all components of the copies they replace and the <br />number of copies or instances of the re -imaged Product permitted remains the same. <br />(Ili) Except for copies of an operating system and copies of Products licensed under another <br />Microsoft program, the Product type (e.g.. Upgrade or full License) re -imaged must be <br />identical to the Product type licensed from the separate source. <br />(ivj Enrolled Affiliate must adhere to any Product -specific processes or requirements for re - <br />imaging identifier) in the Product Terms. <br />Re -imaged Products remain subject to the terms and use rights of the License acquired from <br />the separate source. This subsection does not create or extend any Microsoft warranty or <br />support obligation. <br />5, Transferring and reassigning Licenses. <br />a. Liconso transfers. License transfers are not permitted, except that customer or an Enrolled <br />Affiliate may transfer only fully -paid perpetual Licenses to,. <br />(I) an Affiliate, or <br />(H) a third party solely in connection with the transfer of hardware or employees to whom the <br />Licenses have been Assigned as part of (A) a privatization of an Affiliate or ardency or of an <br />l!l20 r 6Agi(IJ S?SLG(EhrG; (Wov24l ri) <br />FagC d of 1 I <br />Uilulincill x2c"10200 <br />City Council 18 — 100 1/20/2026 <br />