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(11) an unaffiliated third Darty in connection with (A) a privatizationof an Affiliate or ag"ency or of an operating division of Enrolled Affiliate or an Affiliate, (f3) a reorgatiizatlon, .or (C) a consolidation.' Vpon such transfer, Enrolled Affiliate must uninstall and discontinue using the. licensed Product and render any copies unusable. Notlfic-,ttion of License 'Transfer, Enrolled Affiliate must notify Microsoft of a License transfer lay completing a license transfer form, which can be. obtained. from tttl ihwm.+.mlcroscrft,eom/licensin tcontracta and sending the completed form to iViiorosaft 1lefore the License transfer. No License Iransfer will be valid unless Enrolled Affillate provides to the transferee, 'and the transfereo acceols in Writlti'Q, 'doct tMi fs s[ fficEo.nt..fo enable:the Transferee to ascertain the scope, purpose and Iltriitatrori:s-0 t b. ridltts j nE b? Microsoft under the licenses being translerrecl (inet(iding, without limitation, they applicable Uso Rights, 11,5e tinct transfer resteletians, Warranties:'and limitations of Ilabiilty. Any License transfer opt.rriede in compliance with this:section Amll,be void, hit erna.l ,Assignment of Licenses anal Software Assurance, Licenses and Software Assurance must be assigned to a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described Instf e (Jai R' (edhts, 6. Term arra termination. a. Term. The term of this. Agre6moi1t will fie; 36 full calendar nlontht from the EAcflve3 date unless terminated by ei.thAr party as described below. Each Enrollment -will have lhe'terrn provided In that. Enrollment. b. Term !nation without cause. Either party may terminate this Agreeirrgnk,: withau°t douse, upon 60 days written notice. In the event of termination, neva! EOollrtt6ots will not be accepted, but any existing Enrollment will continue for the term of ;stfeh Bnrailrnent and will continue to be governed by this Agreement. c, Mid-term tormMation for roan -appropriation of Funds, Enrolled Affiliate may terminate this Agreenfent or ati E€trollm.prit without liability, penalty or further obligation to melee payments if funds to make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for cause. Without. limifii g ally othar.iOmedies it may have. either party may terminate an Enrollment if the other party materially breaches its obligations 11der ails Agreement, including any obiigatfon to submit orderss or pay invoices. Except Where the breach is by its nature not _c"urable within 30 stays, the terminating party must. give the cater party 30 days' noticp'orits intent to terrilinate and an opportunity to cure the bre89h. If Microsoft gives such notice to an l nroilecl Atfillate, MicrosofL61sl p will give COstasner a copy of that notice and Customer acoreas :lo.. holp reso,tye the breach, if the breach a<ffeots other Enrollments and cannot lie 'resolvod betty on. Microsoft and Enrolled Affiliate, together°with Custoimer $ help, within a reasonable period of•'time; ivliprosoft rnay,terminate this Agreement and all Enrollments under it, If an Enrolled Affillate ceases to be Customer's Affiliate,ft must promptly notify Microsoft, and Microsoft may terminate flee former Affiliato!s Enrollment. if err Enrolled Affillaie terrrrhtaTes its Enrollmerit:as.a resiiEt.of abreach by:Mrccasaft; or rf t+i3i4rosoft. terminates an Enrollment .because Enrolled.Afftilfate ceases to. be Customer"S Affl4i4t% then enrolled AffillaW Will have the early'termtnatibn rights described in the E€Yollriner((, e. Early terrnirlation.. If (1) -ail Enrolled .Affiliate terminates Its Enrollment' as a result of a breach by MfcrWoft, or (2) if Microsoft terminates an Enrollment because the Ehrolied Affiliate has ceased to be an Aftiliate of Customer, or (3) Enrolled Affiliate terri(rinates an Enrollment for non -appropriation of funds, or (4) Microsoft termI ates an Enrollment for non- payment due to non -appropriation of funds, then the Enrolled Affiliate will have the follovling options: EA201M r{t1S)SiG{ENG}(Aug2Q1b} Pap 5 of 11 OOCG=A N-12ow