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Item 18 - Agreement for Microsoft Software Volume Licensing and Maintenance
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Item 18 - Agreement for Microsoft Software Volume Licensing and Maintenance
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1/14/2026 2:43:41 PM
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Agenda Packet
Agency
Information Technology
Item #
18
Date
1/20/2026
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(ii) Security precautions. Subject to the other terms of this agreement, each party agrees: <br />1) to take reasonable steps to protect the other's Confidential Information -- these steps <br />must be at least as protective as those the party takes to protect its own Confidential <br />Information; <br />2) to notify the other promptly upon discovery of any unauthorized use or disclosure of <br />Confidential Information; and <br />3) to cooperate with the other to help regain control of the Confidential Information and <br />prevent further unauthorized use or disclosure of it. <br />(iii) Sharing Confidential Information with Affiliates and representatives. <br />1) A "Representative" is an employee, contractor, advisor, or consultant of one of the <br />parties or of one of the parties' Affiliates. <br />2) Each party may disclose the other's confidential information to its Representatives <br />(who may then disclose that Confidential Information to other of that party's <br />Representatives) only if those Representatives have a need to know about it for <br />purposes of the parties' business relationship with each other. Before doing so, each <br />party must: <br />A. ensure that Affiliates and Representatives are required to protect the Confidential <br />Information on terms consistent with this agreement; and <br />B. accept responsibility for each Representative's use of Confidential information <br />3) Neither party is required to restrict work assignments of Representatives who have <br />had access to Confidential Information. Neither party can control the incoming <br />information the other will disclose to it in the course of working together, or what that <br />party's Representatives will remember, even without notes or other aids. Each party <br />agrees that use of information in Representatives' unaided memories in the <br />development or deployment of the parties' respective products or services does not <br />create liability under this agreement or trade secret law, and each party agrees to <br />limit what it discloses to the other accordingly. <br />(iv) Disclosing Confidential Information if required to by law. Each party may disclose <br />the other's Confidential Information if required to comply with a court order or other <br />government demand that has the force of law. Before doing so, each party must seek <br />the highest level of protection available and, when possible, give the other enough prior <br />notice to provide a reasonable chance to seek a protective order. <br />d. Length of Confidential Information obligations. Except as permitted above, neither party <br />will use or disclose the other's Confidential Information for five years after it is received. The <br />five-year time period does not apply if applicable law requires a longer period or the Product <br />Use Rights provide a more specific requirement. <br />13. Warranties. <br />a. Limited warranty. Microsoft warrants that: <br />(i) Online Services will perform in accordance with the applicable Service Level Agreement; <br />(ii) Products other than Online Services will perform substantially as described in the <br />applicable Microsoft user documentation; and <br />b. Limited warranty term. The limited warranty for: <br />(i) Online Services is for the duration of Customer's use of the Online Service, subject to the <br />notice requirements in the applicable Service Level Agreement; <br />SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 10 of 16 <br />Document X20-04874 <br />
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