MAS - Minburn Technology Group, LLC - GS35F309AA

GENERAL SERVICES ADMINISTRATION

Federal Supply Service

Authorized Federal Supply Schedule Price List

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA

Advantage!®, a menu-driven database system. The INTERNET address GSA

Advantage!® is: GSAAdvantage.gov.

Multiple Award Schedule

FSC Group: Information Technology FSC Class: 7A21

Contract number: GS-35F-309AA

Contract period: April 9, 2023 – April 8, 2028

Minburn Technology Group, LLC

9716 Amon Chapel Road

Great Falls, VA 22066

571.699.0705 www.minbumtech.com

For more information on ordering from Federal Supply Schedules go to the GSA

Schedules page at GSA.gov.

Price List Current through Mod PS0117 dated March 6, 2026 http://www.minbumtech.com/

Table of Contents Customer Information

GSA Pricing Information

OneGov Discount Program for Microsoft Products

Microsoft End User License Agreement

CUSTOMER INFORMATION

la. Table of awarded special item number(s) with appropriate cross-reference to item descriptions and awarded price(s).

I

lb. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. This price is the Government price based on a unit of one, exclusive of any quantity/dollar volume, prompt payment, or any other concession affecting price. Those contracts that have unit prices based on the geographic location of the customer, should show the range of the lowest price, and cite the areas to which the prices apply.

Refer to GSA Pricing Section.

le. Hourly rates are not applicable. Refer to GSA Pricing Section for entire offering.

2. Maximum order: $500,000

3. Minimum order: $100

4. Geographic coverage (delivery area). Domestic and Overseas

5. Point(s) of production (city, county, and State or foreign country). USA or TM-Designated Country

6. Discount from list prices or statement of net price. Government Net Prices (discounts already deducted.)

7. Quantity discounts. SIN 33411: 3% additional discount for orders> $250,000

8. Prompt payment terms. Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions. None; Net 30 days.

9. Foreign items (list items by country of origin). Not Applicable

SINs Recovery Cooperative Purchasing SIN Title

511210 511210-RC 511210-STL Software Licenses

54151 54151-RC 54151-STL Software Maintenance Services

518210C 518210C-RC 518210C-STL Cloud Computing and Cloud Related IT Professional Services

33411 33411-RC 33411-STL Purchasing of New Electronic Equipment

811212 811212-RC 11212-STL Maintenance of Equipment, Repair

Services and/or Repair/Spare Parts

OLM I OLM-RC OLM-STL I Order Level Materials

10a. Time of delivery. 30 Days ARO

10b. Expedited Delivery. Items available for expedited delivery are noted in this price list. To Be

Determined at the Task Order level

10c. Overnight and 2-day delivery. Schedule customer may contact the Contractor for rates for overnight and 2-day delivery.

10d. Urgent Requirements. Ordering activities may contact the Contractor's representative to check the availability of faster delivery.

11. F.O.B. point(s). Destination

12a. Ordering address(es).

Minburn Technology Group, LLC

9716 Amon Chapel Rd

Great Falls, VA 22066

12b. Ordering procedures: For supplies and services, the ordering procedures, information on Blanket

Purchase Agreements (BPA's) are found in Federal Acquisition Regulation (FAR) 8.405-3.

13. Payment address.

Minburn Technology Group, LLC

P.O. Box 1227

Great Falls, VA 22066

14. Warranty provision.

a) Unless specified otherwise in this contract, the applicable Manufacturer's Contractor's standard commercial guarantee/warranty as stated in Attachment A to the contract's commercial pricelist will apply to this contract.

b) The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

c) Limitation of Liability. Except as otherwise provided by an express or implied warranty, the

Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items

15. Export packing charges, if applicable. Not Applicable

16. Terms and conditions of rental, maintenance, and repair (if applicable).

HARDWARE: SIN 811212 Hardware Maintenance Order Terms

1. Service Areas

a. The maintenance and/or repair service rates per the contract are applicable to any ordering activity locations within a NA (**insert miles) mile radius of the Contractor/Original

Equipment Manufacturer (OEM) service points. If any additional charge is to apply because of the greater distance from the Contractor/OEM service locations, the mileage rate or other distance factor shall be negotiated at the Task Order level.

b. When maintenance and/or repair services cannot be performed at the ordering activity installation site, the repair services will be performed at the Contractor's plant(s) listed below:

9716 Amon Chapel Road, Great Falls VA 22066

2. Loss or Damage

When the Contractor moves equipment to its/OEM location for repairs, the Contractor shall be responsible for any damage or loss, from the time the equipment is removed from the ordering activity installation, until the equipment is returned to such installation.

3. Scope

a. The Contractor shall provide maintenance for all equipment listed herein, as requested by the ordering activity during the contract term. Repair service and repair parts/spare parts shall apply exclusively to the equipment types/models within the scope of the Information

Technology Category.

b. Equipment placed under maintenance service shall be in good operating condition.

1. In order to determine that the equipment is in good operating condition, the equipment shall be subject to inspection by the Contractor, without charge to the ordering activity.

11. Costs of any repairs performed for the purpose of placing the equipment in good operating condition shall be borne by the Contractor, if the equipment was under the Contractor/OEM guarantee/warranty or maintenance responsibility prior to the effective date of the maintenance order.

111. If the equipment was not under the Contractor/OEM responsibility, the costs necessary to place the equipment in proper operating condition are to be borne by the ordering activity, in accordance with the provisions of the contract.

4. Responsibilities

a. For equipment not covered by a maintenance contract or warranty, repair service personnel shall complete repairs as soon as possible after notification by the ordering activity that service is required. Within the service areas, this repair service should normally be done within 4 hours after notification.

b. If the Ordering Activity task or delivery order specifies a factory authorized/certified service personnel then the Contractor is obligated to provide such a factory authorized/certified service personnel for the equipment to be repaired or serviced, unless otherwise agreed to in advance between the Ordering Activity and the Contractor.

5. Maintenance Rate Provisions

a. The Contractor shall bear all costs of maintenance, including labor, parts, and such other expenses as are necessary to keep the equipment in good operating condition, provided that the required repairs are not occasioned by fault or negligence of the ordering activity.

1. Regular Hours: The basic monthly rate for each make and model of equipment shall entitle the ordering activity to maintenance service during a mutually agreed upon nine (9) hour principal period of maintenance, Monday through Friday, exclusive of holidays observed at the ordering activity location.

11. After Hours: Should the ordering activity require that maintenance be performed outside of regular hours, charges for such maintenance, if any, will be specified in the GSA Price List (I-FSS-600 CONTRACT PRICE LISTS (OCT 2016). Periods of less than one hour will be prorated to the nearest quarter hour.

111. Travel and Transportation: If any charge is to apply, over and above the regular maintenance rates, due to the distance between the ordering activity location and the Contractor/OEM's service area, the charge will be negotiated at the Task

Order level.

Indicate if there will be an additional charge for travel and transportation Yes

LNo

b. Quantity Discounts from listed maintenance service rates for multiple equipment owned and/or leased by an ordering activity shall be provided below:

Quantity Range Discounts

Units-NIA 0.00%

17. Terms and conditions of installation (if applicable). Not Applicable

18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable). Not Applicable

18b. Terms and conditions for any other services (if applicable).

Microsoft Volume Licensing -

License Agreement/Product Use Rights can be viewed at http://www.minburntech.com/

Terms and Conditions for Microsoft Cloud Computing Services can be viewed at https://www.microsoft.com/en-us/licensing/licensing-programs/licensing-for-industries.aspx

19. List of service and distribution points (if applicable). Not Applicable

20. List of participating dealers (if applicable). Not Applicable

21. Preventive maintenance (if applicable). Not Applicable

22a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants). Not Applicable

22b. If applicable, indicate that Section 508 compliance information is available on Electronic and

Information Technology (EIT) supplies and services and show where full details can be found (e.g.

contractor's website or other location.) The EIT standards can be found at: www.Section508.gov/.

http://www.minburntech.com/ https://www.microsoft.com/en-us/licensing/licensing-programs/licensing-for-industries.aspx http://www.section508.gov/

Section 508 compliance information on the supplies and services in this contract are available at the following website address (URL): http://www.microsoft.com/enable/microsoft/section508.aspx

If applicable, Section 508 compliance information on the supplies and services offered in this contract will be supplied by Contractor or Manufacturer (see definition below) upon request via email at the following address: contracts@minbumtech.com

The EIT standard can be found at: www.Section508.gov/

23. Unique Entity Identifier (UEI) number. WN8JFVZTBCA5

24. Notification regarding registration in System for Award Management (SAM) database.

Minburn Technology Group is registered and active in SAM.

Service Contract Labor Standards: The Service Contract Labor Standards (SCLS), formerly known as the Service Contract Act (SCA), is applicable to this contract as it applies to the entire Multiple

Award Schedule (MAS) and a11 services provided. While no specific labor categories have been identified as being subject to SCLS/SCA due to exemptions for professional employees (FAR 22.1101,

22.1102 and 29 CRF 541.300), this contract sti11 maintains the provisions and protections for

SCLS/SCA eligible labor categories. If and/ or when the contractor adds SCLS/SCA labor categories to the contract through the modification process, the contractor must inform the Contracting Officer and establish a SCLS/SCA matrix identifying the GSA labor category titles, the occupational code, SCLS/SCA labor category titles and the applicable WD number. Failure to do so may result in cancellation of the contract.

Order Level Materials - OLM

OLMs are supplies and/or services acquired in direct support of an individual task or delivery order placed against a Schedule contract or BPA. OLM pricing is not established at the Schedule contract or

BPA level, butat the order level. Since OLMs are identified and acquired at the order level, the ordering contracting officer (OCO) is responsible for making a fair and reasonable price determination for all OLMs.

OLMs are procured under a special ordering procedure that simplifies the process for acquiring supplies and services necessary to support individual task or delivery orders placed against a Schedule contract or BPA. Using this new procedure, ancillary supplies and services not known at the time of the Schedule award may be included and priced at the order level.

0 LM information on GSA.gov: https://www.gsa.gov/buying-selling/purchasing-programs/gsa-multiple-award-schedule/schedule-features/orderlevel-materials-olms http://www.microsoft.com/enable/microsoft/section508.aspx mailto:contracts@minbumtech.com http://www.section508.gov/ https://www.gsa.gov/buying-selling/purchasing-programs/gsa-multiple-https://www.gsa.gov/buying-selling/purchasing-programs/gsa-multiple-

GSA PRICING SECTION

To view and order from the complete catalog available under this GSA

Schedule, please search under our contract number GS-35F-309AA at the

GSA Advantage! website.

OneGov Discount Program for Microsoft Products

Minburn and Microsoft have negotiated special OneGov Program discounts on designated Microsoft product offerings. OneGov-eligible Microsoft products and applicable Program terms are set forth below. Microsoft

OneGov offerings are available ala carte, i.e., Ordering Activities may order only one or multiple OneGov offerings, at their option. Custom quotes for Microsoft OneGov offerings are available from the Minburn sales executive assigned to support your Ordering Activity’s Microsoft Enterprise Agreement.

1. G5 + Copilot

A. Eligible SKUs

SKU G5+ Copilot OneGov Description

Annual GCC Suite Skus

EP2-47572 M365 G5 + M365 Copilot GCC Subs Usr

EP2-47570 M365 G5 + M365 Copilot FSA GCC Subs Usr

GCC “Bridge” skus

EP2-47569 M365 G5 + M365 Copilot GCC Subs Usr STP from M365 G5 GCC

EP2-47571 M365 G5 + M365 Copilot FSA GCC Subs STP frm MG5 FSA GCC

Annual DOD Suite skus

EP2-47573 M365 G5 + M365 Copilot DOD Subs Usr

EP2-47575 M365 G5 + M365 Copilot FSA DOD Subs Usr

DOD “Bridge” Skus

EP2-47574 M365 G5 + M365 Copilot DOD Subs Usr STP frm M365 G5 DOD

EP2-47576 M365 G5 + M365 Copilot FSA DOD STP frm M365 G5 FSA DOD

Annual GCCH Suite Skus

EP2-69433 M365 G5 + Copilot GCCH Sub Usr Deal Desk Only

EP2-69435 M365 G5 FSA + Copilot GCCH Sub Usr Deal Desk Only

GCCH “Bridge” skus

EP2-69436 M365 G5 + Copilot GCCH Subs Usr STP from M365 G5 GCC Deal Desk Only

EP2-69434 M365 G5 FSA + Copilot GCCH Subs STP frm MG5 FSA GCC Deal Desk Only

Annual GCC Suite Skus

EP2-73517 M365 Bundle G5 + Copilot GCC Sub Per User (Deal Desk)

EP2-73516 M365 Bundle G5 FSA + Copilot GCC Sub Per User (Deal Desk)

GCC “Bridge” Step Up skus

EP2-73514 M365 Bundle G5 + Copilot GCC SU M365 G5 Per User (Deal Desk)

EP2-73515 M365 Bundle G5 FSA + Copilot GCC SU M365 G5 FSA Per User (Deal Desk)

Annual DOD Suite skus

EP2-73513 M365 Bundle G5 + Copilot DoD Sub Per User (Deal Desk)

EP2-73512 M365 Bundle G5 FSA + Copilot DoD Sub Per User (Deal Desk)

DOD “Bridge” Step up Skus

EP2-73511 M365 Bundle G5 + Copilot DoD SU M365 G5 Per User (Deal Desk)

EP2-73510 M365 Bundle G5 FSA + Copilot DoD SU M365 G5 FSA Per User (Deal Desk)

Annual GCCH Suite Skus

EP2-73521 M365 Bundle G5 + Copilot GCCH Sub Per User (Deal Desk)

EP2-73520 M365 Bundle G5 FSA + Copilot GCCH Sub Per User (Deal Desk)

GCCH “Bridge” Step Up skus

EP2-73519 M365 Bundle G5 + Copilot GCCH SU M365 G5 Per User (Deal Desk)

EP2-73518 M365 Bundle G5 FSA + Copilot GCCH SU M365 G5 FSA Per User (Deal Desk)

Copilot Agent Description

EP2-47086 M365 Copilot DD Only Custom GCC Sub Per User (Agent)

B. Program Terms

Product Discount Customer Notes Awards finalized by

Discount

Duration

M365 G5

+ Copilot

Suite

(Specific to

OneGov)

Blended discount on M365

G5 & M365 Copilot

●Year 1: $0 Copilot Bridge for G5 users until anniversary

●Year 2: 25% G5 & 50%

Copilot Suite discount

●Year 3: 25% G5 & 25%

Copilot Suite discount

All Discounts applied to

Net/Level D pricing

This offer is valid to Net New and Incremental Copilot sales for the Bridge sku. Pre-existing Copilot purchases can be converted to Suite sku at anniversary.

All USG Federal Customers across GCC, GCC High &

DOD environments/tenants.

Excludes Secret/Top Secret.

09/30/2026

Valid for 3 contract years post-award; may cross contracts.

(Latest possible end date 2029)

2. Copilot Agent

A. Eligible SKUs

Part Number Product Description

EP2-47086 M365 Copilot DD Only Custom GCC Sub Per User (Agent)

B. Program Terms

Product Discount Customer Notes Awards finalized by Discount Duration

M365

Copilot

Agent

Unlimited agents

$8.64MRP per user per month for non-G5 users.

This offer is complementary to the

G5+Copilot Suite; it is for non-G5 users to be able to provide enterprise-wide availability of Copilot across all Users.

All USG Federal

Customers across

GCC, GCC High &

DOD

environments/tenants

. Excludes

Commercial, Secret/Top Secret.

09/30/2026

Valid for 3 contract years post-award; may cross contracts.

(Latest possible end date

2029)

20% discount applied to

Net/Level D pricing =

$8.00 pupm; thus $8.64

MRP

3. G3 to G5 Step up

Part Number Product Description

EP2-07439 M365 E5 FUSL No Teams Sub SU Per User M365 E3

AAD-33196 M365 E5 Unified Existing Customer SU M365 E3 Sub Per User

AAL-45743 M365 G5 Unified DoD SU M365 G3 Sub Per User

AAD-98828 M365 G5 FUSL GCCH SU M365 G3 Sub Per User

AAL-45737 M365 G5 GCC SU M365 G3 Per User finalized by

Discount

Duration

All existing M365 G3 USG Federal

Customers at the time of the GSA public announcement, across GCC, GCC High &

DOD environments/tenants. Excludes

Commercial, Secret/Top Secret.

M365 G3 to G5 Step

Up

70%

Discount

All

Discounts applied to

Net/Level D pricing

Execution Note:

If USG Federal Customer selects only the

Microsoft 365 G3 to G5 Step-Up Offer, they receive a 70% discount for up to the remainder of the existing enrollment.

If the customer combines the M365 G3 to

G5 Step-Up offer with the M365 G5 +

Copilot Suite offer, the discount structure is as follows:

o Year 1 M365 G3 to G5 Step with 70% Discount and Copilot Bridge with $0 Cost o Year 2 M365 G5 + M365 Copilot Suite, which includes 25% G5 discount and 50% Copilot discount o Year 3 M365 G5 + M365 Copilot Suite, which includes 25% G5 discount and 25% Copilot discount

09/30/2028

Valid through full contract PoP;

may cross contracts. (latest possible end date

2033)

4. Entra ID Governance

Part Number Description

ZWI-00004 Entra ID Governance Sub Per User

EP2-31705 Entra ID Governance DoD Sub Per User

EP2-08185 Entra ID Governance F2 FLW Sub Addon

EP2-08184 Entra ID Governance FLW Sub Per User

EP2-31706 Entra ID Governance GCCH Sub Per User

EP2-31708 Entra ID Governance Gov Sub Per User

ZWJ-00004 Entra ID Governance P2 Sub Addon

EP2-31709 Entra ID Governance P2 DoD Sub Add-on

EP2-31710 Entra ID Governance P2 GCCH Sub Add-on

EP2-31712 Entra ID Governance P2 Gov Sub Add-on

Product

Customer Notes finalized by

Discount Duration

Entra ID

Governanc e

75% Discount on Net

New and Incremental sales of identified Entra

ID Governance part numbers

All Discounts applied to Net/Level D pricing

Commercial, GCC, GCC

High, DOD Clouds.

Excludes Secret/Top

Secret.

Valid for up to one contract year post award

(latest possible end date 9/30/2027)

5. Dynamics 365

EP2-21051 D365 Contact Center AO SU D365 Contact Center Digital AO

EP2-21052 D365 Contact Center AO SU D365 Contact Center Voice AO

EP2-18775 D365 Contact Center AO Sub Add-on

EP2-18778 D365 Contact Center Digital AO Sub Add-on

EP2-32766 D365 Contact Center IVR Sub Capacity

EP2-21042 D365 Contact Center SU D365 Contact Center Digital Per User

EP2-21043 D365 Contact Center SU D365 Contact Center Voice Per User

EP2-18774 D365 Contact Center Sub Per User

EP2-18783 D365 Contact Center Voice AO Sub Add-on

EP2-18786 D365 Customer Service Enterprise Premium Sub Per User

EP2-40629

D365 Customer Service GCCH SU D365 Case Management Per

User

PRR-00004 D365 Customer Service GCCH Sub Per Device BD Only

EP2-21037

D365 Customer Service Premium SU D365 Contact Center Per

User EP2-18210 D365 Supply Chain Management Attach DoD Sub Per User

EP2-18220 D365 Supply Chain Management DoD Sub Per User

Product

Customer Notes finalized by

Duration

Dynamics

100% Discount on

Net New and

Incremental sales of eligible Prodcut

Families within existing Dynamics

365 part numbers

All Discounts applied to Net/Level D pricing

All USG Federal Customers across Commercial, GCC, GCC

High DOD Clouds, and

Generally Available Clouds for

D365 Customer Service, Supply

Chain Management, Contact

Center, and Field Service

Product Families.

Excludes Secret/Top Secret.

Valid for up to one contract year post award

(latest possible end date

9/30/2027)

6. Cybersecurity & Monitoring

Part Number Description

J5U-00001 Azure - US Gov

J5U-00004 Azure Mntry CmmtmntG Shrd Svr ALNG Subs VL MVL Commit Provision

6QK-00001 Azure Monetary Commitment Per Month Enterprise Agreement Required

AAA-35418 Azure Monetary Commitment Provision finalized by Discount Duration

Cybersecurity and

Monitoring

50% discount on specific Microsoft

Sentinel, Azure

Monitor, Azure Log

Analytics, and Data

All Discounts applied to Net/Level D pricing

Commercial, GCC, GCC

High and DOD Clouds.

Excludes Secret/Top

Secret.

Valid through full enrollment PoP (latest possible end date

2031); may cross contracts

Exhibit A Microsoft License Terms and Conditions

MICROSOFT CORPORATION ("MICROSOFT") IS A FIRST TIER SUBCONTRACTOR UNDER THIS

CONTRACT. THESE MICROSOFT LICENSE TERMS AND CONDITIONS APPLY TO MICROSOFT

PRODUCTS AND PROFESSIONAL SERVICES THAT YOU ORDER (OR RECEIVE AS PART OF YOUR

ORDER) FROM THE CONTRACTOR UNDER THE CONTRACTOR'S CONTRACT WITH YOU (THE

"CONTRACT"). THESE MICROSOFT LICENSE TERMS AND CONDITIONS SHALL TAKE

PRECEDENCE OVER ANY CONFLICTING TERMS IN AN ORDER OR ORDERING

DOCUMENTATION.

In this agreement, the following definitions apply:

"Additional Product" means any Product identified as such in the Product List and chosen for Enrolled

Affiliate under the applicable Enrollment and identified on your Order.

"Affiliate" means any legal entity that a party owns, that owns a party, or that is under common ownership with a party. "Ownership" means, for purposes of this definition, control of more than a 50% interest in an entity.

"Azure Government Services" means one or more of the services or features Microsoft makes available to

Enrolled Affiliate under this Enrollment and identified at http://azure.microsoft.com/en-us/regions/#services, which are Government Community Cloud Services.

"Azure Secret and 0365 Secret Services" means one or more of the services or features Microsoft makes available to Enrolled Affiliate in the Azure Secret and 0365 Secret environment under the Enrollment.

The full catalog of Azure and 0365 Secret Services will be listed in the customer portals for the Azure

Secret cloud and the 0365 Secret cloud or at some other location specified by Microsoft.

"Azure Top Secret Services" means the Microsoft Online Services that are provisioned for exclusive use by the Community for data classified at the Top-Secret level. Azure Top Secret Services are considered

Government Community Cloud Services.

"Code-With Projects" means Professional Services made available to the Customer at no additional charge in order to enable Customer's deployment or use of Microsoft technologies.

"Commercial Software Engineering" ("CSE") means the technical resource team providing Professional

Services for Code-With Projects.

"Community" means the community consisting of one or more of the following: (1) a Government, (2) an

Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a

Government or a qualified member of the Community, or (3) an Enrolled Affiliate with Customer Data that is subject to Government regulations for which the Enrolled Affiliate determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet the Enrolled Affiliate's regulatory requirements. Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service.

"Compliance Trust Center Page" means the compliance page of the Microsoft Trust Center, published by

Microsoft at https://www.microsoft.com/en-us/TrustCenter/Compliance/default.aspx or a successor site

Microsoft later identifies.

http://azure.microsoft.com/en https://www.microsoft.com/en

"Customer Data" means all data, including all text, sound, software, or image files that are provided to

Microsoft by, or on behalf of, Enrolled Affiliate through its use of the Online Services or with Professional

Services. Customer Data does not include Support and Consulting Data.

Any reference in this agreement or an Enrollment to a "day" means a calendar day, except references that specify "business day".

"Enrollment" means the document that Government Partner submits to Microsoft to place orders for

Enrolled Affiliate.

"Enrolled Affiliate" or "you" means any entity of the United States or entity authorized by the United States that enters into a Government Contract for Products with Government Partner.

"Enterprise" means Enrolled Affiliate and the Affiliates listed on an Enrollment.

"Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise

Product in the Product Terms for which Government Partner chooses to order License(s) under an

Enrollment for Enrolled Affiliate. Enterprise Products must be licensed for all Qualified Devices and

Qualified Users on an Enterprise-wide basis under this program.

"Federal Agency" means a bureau, office, agency, department or other entity of the United States

Government.

"Fixes" means Product fixes, modifications or enhancements or their derivatives that Microsoft releases generally (such as Product service packs), or provides to Enrolled Affiliate to address a specific issue.

"Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity.

"Government Community Cloud Services" means Microsoft Online Services that are provisioned in

Microsoft's multi-tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft

Online Services that are Government Community Cloud Services are designated as such in the Use

Rights and Product Terms.

"Government Contract" means the Government Partner's Contract with you, which incorporates these

Microsoft License Terms and Conditions.

"Government Partner" means the entity from whom you place your order for Products under the

Government Contract.

"Industry Device" (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi-function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task-specific software program (e.g. a computer-aided design program used by an architect or a point of sale program) ("Industry Program"). The device may include features and functions derived from Microsoft software or third-party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry

Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality.

"License" means Enrolled Affiliate's right to use the quantity of a Product ordered. For certain Products, a

License may be available on a subscription basis ("Subscription License"). Licenses for Online Services will be considered Subscription Licenses under these Additional Use Right and Restrictions.

"Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can be found in the Product Terms.

"Microsoft - Customer Investment Projects" means those Professional Services funded by Microsoft and provided to Enrolled Affiliate to enhance the benefits of Microsoft technology in the Enrolled Affiliate's environment. Microsoft Customer Investment Funded Projects may include, but are not limited to, Code-

With Services.

"Office 365 US Government" means the Government Community Cloud Service described by the Office

365 Service Descriptions, and purchased by Enrolled Affiliate pursuant to the terms and conditions of the

Enrollment.

"Office 365 GCC High" means the Government Community Cloud Service described by the Office 365

Service Descriptions, and purchased by Enrolled Affiliate pursuant to the terms and conditions of the

Enrollment.

"0365 Top Secret Services" means one or more of the services or features Microsoft makes available to

Enrolled Affiliate in the 0365 Top Secret environment under the Enrollment. The full catalog of 0365 Top

Secret Services will be listed in the customer portals for the 0365 Secret cloud or at some other location specified by Microsoft. 0365 Top Secret Services are considered Government Community Cloud

Services.

"Online Services" means the Microsoft-hosted services identified in the Online Services section of the

Product Terms.

"Online Services Benefits" means those Professional Services, made available to eligible customers at no additional charge as part of an Online Services subscription to advise and assist with onboarding, migration, training and use of those Online Services. Additional terms and conditions may be required to receive some Online Services Benefits. Eligibility will be determined on a per-service basis and may vary depending on availability. Microsoft reserves the right to change the availability of Online Service

Benefits at any time in its sole discretion.

"Online Services Terms" means the additional terms that apply to Customer's use of Online Services published on the Volume Licensing Site and updated from time to time.

"Order" means the order placed by you to the Government Partner under the Government Contract.

"Product" means all products identified on the Product Terms, such as software, Online Services and other web-based services, including pre-release or beta versions. Product availability may vary by region.

"Product Terms" means the document that provides information about Microsoft Products and

Professional Services available through volume licensing. The Product Terms document is available on the Volume Licensing Site and is updated from time to time.

"Professional Services" means all Product support services and Microsoft research or engineering services, training, advice, consulting or other services provided to assist with onboarding, migration, training and use of Products, including Online Services or otherwise related to any Product, including

Online Services. The precise scope of the Professional Services may be specified in a Statement of

Services. Enrolled Affiliate or any of Enrolled Affiliate's Affiliates may enter into Statements of Services under this Agreement with Microsoft's local Affiliates. Microsoft's ability to deliver the Professional

Services depends upon Enrolled Affiliate's full and timely cooperation, as well as the accuracy and completeness of any information Enrolled Affiliate provides. This Agreement does not obligate either party or its Affiliates to enter into any Statements of Services.

"Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running

Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access a virtual desktop infrastructure ("VOi"). Qualified Devices do not include any device that is: (1) designated as a server and not used as a personal computer, (2) an Industry Device, or (3) not a

Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified

Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected.

"Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a

Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access

License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product

Terms.

"Reserved License" means, for an Online Service identified as eligible for true-ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation.

"Service Deliverables" means any computer code or materials, other than Products or Fixes, that

Microsoft leaves with Enrolled Affiliate at the conclusion of Microsoft's performance of the Professional

Services. All Service Deliverables must be explicitly listed in the applicable Statement of Services. Not all Professional Services projects will have Service Deliverables.

"SLA" means Service Level Agreement, which specifies the minimum service level for Online Services and is published on the Volume Licensing Site.

"Software" means licensed copies of Microsoft software identified on the Product Terms. Software does not include Online Services, but Software may be part of an Online Service.

"Software Assurance" means an offering that provides new version rights and other benefits for Products as described in the Product Terms.

"Statement of Services" means any work orders, services descriptions, or other description of

Professional Services that incorporates this Agreement.

"Support and Consulting Data" means all data, including all text, sound, video, image files, or software, that are provided to Microsoft by, or on behalf of, Enrolled Affiliate (or that Enrolled Affiliate authorizes

Microsoft to obtain from an Online Service) through an engagement with Microsoft to obtain Professional

Services covered under this Agreement. Support and Consulting Data may include Personal Data.

"Trade Secret" means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy.

"Tribal Entity" means a federally-recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe.

"Use Rights," means the use rights or terms of service for each Product published on the Volume

Licensing Site and updated from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for Online Services are published in the Online Services Terms.

"use" or "run" means to copy, install, use, access, display, run or otherwise interact.

1. Licenses for Products.

Upon Microsoft's acceptance of Government Partner's Enrollment for an Enrolled Affiliate, the Enrolled Affiliate has the following rights during the term of its Order. These rights apply to the Licenses obtained under the Order.

a. License Grant. By accepting an Enrollment, Microsoft grants the Enterprise a non-exclusive, worldwide and limited right to download, install and use software Products, and to access and use the Online Services, each in the quantity ordered under the Enrollment. The rights granted are subject to the terms of the Use Rights and the Product Terms and are conditions on Enrolled Affiliate's continued compliance with the terms of this agreement, including, without limitation, payment for the Licenses. Microsoft reserves all rights not expressly granted in this agreement.

b. Duration of Licenses. Subscription Licenses and most Software Assurance rights are temporary and expire when the applicable Enrollment is terminated or expires, unless the Enrollment is renewed or Enrolled Affiliate exercises a buy-out option, which is available for some Subscription Licenses. Except as otherwise noted in the applicable Enrollment or Use Rights, all other Licenses become perpetual only when all payments for that License have been made and the initial Enrollment term has expired.

c. Applicable Use Rights.

(i) Products (other than Online Services). The Use Rights in effect on the effective date of the Enrollment will apply to Enterprise's use of the version of each Product that is current at the time. For future versions and new Products, the Product Use Rights in effect when those versions and Products are first released will apply. Changes Microsoft makes to the Use Rights for a particular version will not apply unless the Enrolled Affiliate chooses to have those changes apply. The Use Rights applicable to perpetual Licenses that were acquired under a previous agreement or Enrollment are determined by the agreement or Enrollment under which they were acquired. Renewal of Software Assurance does not change which Use Rights apply to those Licenses.

(ii) Online Services. For Online Services, the Use Rights in effect on the subscription start date will apply for the subscription term as defined in the Product Terms.

(iii) More restrictive use rights. If a new version of a Product has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to the Enterprise's use of that Product during the term.

d. Downgrade rights. Enterprise may use an earlier version of Product than the version that is current on the effective date of the Enrollment. In that case, the Use Rights for the current version apply to the use of the earlier version. If the earlier Product version includes features that are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those features.

e. New Version Rights under Software Assurance. Enrolled Affiliate must order and maintain continuous Software Assurance coverage for each License ordered. With Software Assurance coverage, Enterprise automatically has the right to use a new version of a licensed Product as soon as it is released, even if Enterprise chooses not use the new version immediately.

(i) Except as otherwise permitted under an Enrollment, use of the new version will be subject to the new version's Use Rights.

(ii) If the License for the earlier version of the Product is perpetual at the time the new version is released, the License for the new version will also be perpetual. Perpetual Licenses obtained through Software Assurance replace any perpetual Licenses for the earlier version.

f. License confirmation. The Government Contract, the Order, the Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of Licenses, together with proof of payment, will be the Enrolled Affiliate's evidence of all Licenses ordered by the Government Partner under an Enrollment for an Enrolled Affiliate.

g. Reorganizations, Consolidations, and Privatizations. If the number of Licenses covered by an Enrollment changes by more than ten percent as a result of a reorganization, consolidation, or privatization of any member of the Enterprise, Microsoft will work with Government Partner in good faith to determine how to accommodate the Enterprise's changed circumstances in the context of these Additional Use Rights and Restrictions.

h. Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or terminate an Online Service in any country or jurisdiction where there is any current or future government requirement or obligation that: (1) subjects Microsoft to any regulation or requirement not generally applicable to businesses operating there; (2) presents a hardship for Microsoft to continue operating the Online Service without modification; and/or (3) causes Microsoft to believe these terms or the Online Service may be in conflict with any such requirement or obligation.

i. Program updates. Microsoft may make a change to the Enterprise and/or Enterprise Subscription programs that will make it necessary for Enrolled Affiliates to enter into a new agreement and Enrollments with Government Partner at the time of an Enrollment renewal. If any such updates occur during a current contract, including option periods, such change(s) will be made at no increase in cost to Enrolled Affiliate: all pricing in the current contract, including contract options will be honored despite any such change(s).

2. Making copies of Products and re-imaging rights.

a. General. Enrolled Affiliate may make as many copies of the Products as it needs to distribute them within the Enterprise. Copies must be true and complete (including copyright and trademark notices), from master copies obtained from a Microsoft approved fulfillment source.

Enrolled Affiliate may use a third party to make these copies, but Enrolled Affiliate agrees that it will be responsible for any third party's actions. Enrolled Affiliate agrees to make reasonable efforts to notify its employees, agents, and any other individuals who use the Products that the Products are licensed from Microsoft and subject to the terms of the Government Contract and the Order.

b. Copies for training/evaluation and back-up. For all Products other than Online Services, Enrolled Affiliate may (1) use up to 20 complimentary copies of any Product in a dedicated training facility on its premises for purposes of training on that particular Product, (2) use up to 10 complimentary copies of any Product for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations. Trials for Online Services may be available if specified in the Use Rights.

c. Right to re-image. In certain cases, re-imaging is permitted using the Product media. If the Microsoft Product(s) is licensed (1) from an original equipment manufacturer (OEM), (2) as full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under the Order may be generally used to create images for use in place of copies provided through that separate source. This right is conditional upon the following:

(i) Separate Licenses must be acquired from the separate source for each Product that is re-imaged.

(ii) The Product, language, version and components of the copies made must be identical to the Product, language, version, and all components of the copies they replace and the number of copies or instances of the re-imaged Product permitted remains the same.

(iii) Except for copies of an operating system and copies of Products licensed under another

Microsoft program, the Product type (e.g., Upgrade or full License) re-imaged must be identical to the Product type from the separate source.

(iv) Enrolled Affiliate must adhere to any Product specific processes or requirements for re-imaging identified in the Product Terms.

Re-imaged Products remain subject to the terms and use rights of the License acquired from the separate source. This subsection does not create or extend any warranty or support obligation.

3. Transferring and assigning licenses.

a. License transfers. License transfers are not permitted, except that Enrolled Affiliate may transfer only fully-paid perpetual Licenses to:

(i) an Affiliate, or

(ii) a third party solely in connection with the transfer of hardware or employees to whom the Licenses have been assigned as part of (1) a reorganization or privatization of an Affiliate or a division of an Affiliate or (2) a consolidation involving Enrolled Affiliate or an Affiliate.

Upon such transfer, Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable.

b. Notification of License Transfer. Enrolled Affiliate must notify Microsoft of a transfer of License by completing a license transfer form, which can be obtained from http://www.microsoft.com/licensing/contracts and sending the completed form to Microsoft before the license transfer. No License transfer will be valid unless Enrolled Affiliate provides to the transferee, and the transferee accepts in writing, documents sufficient to enable the transferee to ascertain the scope, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (including, without limitation, the applicable Use Rights, use and transfer restrictions, warranties and limitations of liability. Any license transfer not made in compliance with this section will be void.

c. Internal assignment of Licenses and 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 as described in the Use Rights.

4. Use, ownership, rights, and restrictions.

a. Products. Use of any Product is governed by the Use Rights specific to each Product and version and by these Additional Use Rights and Restrictions.

b. Fixes. Each fix is under the same license terms as the Product to which it applies. If a Fix is not provided for a specific Product, any use terms Microsoft provides with the Fix will apply.

c. Non-Microsoft software and technology.

Enrolled Affiliate is solely responsible for any non-Microsoft software or technology that it installs or uses with the Products or Fixes.

(i) Microsoft is not a party to and is not bound by any terms governing Enrolled Affiliate's use of non-Microsoft software or technology. Without limiting the foregoing, non-Microsoft software or scripts linked to or referenced from any Product website, are governed by the open source licenses used by the third parties that own such code, not by Microsoft and Microsoft's licensing terms.

(ii) If Enrolled Affiliate installs or uses any non-Microsoft software or technology with the Products or Fixes, it directs and controls the installation in and use of such software or technology in the Products or Fixes, through its actions (e.g., through Enrolled Affiliate's use of application programming interfaces and other technical means that are part of the http://www.microsoft.com/licensing/contracts

Online Services). Microsoft will not run or make any copies of such non-Microsoft software or technology outside of its relationship with Enrolled Affiliate.

d. Restrictions. Enrolled Affiliate must not (and must not attempt to): (1) reverse engineer, decompile or disassemble any Product, Fix, or Services Deliverable, (2) install or use non- Microsoft software or technology in any way that would subject Microsoft's intellectual property or technology to obligations beyond those included in this agreement; or (3) work around any technical limitations in the Products or restrictions in Product documentation. Except as expressly permitted in this agreement, Enrolled Affiliate must not (i) separate and run parts of a Product on more than one device, upgrade or downgrade parts of a Product at different times, or transfer parts of a Product separately; or (ii) distribute, sublicense, rent, lease, lend, or use any Product, or Fix to offer hosting services to a third party.

e. f. No transfer of ownership; Reservation of rights. Products, Fixes, and Services Deliverables are protected by copyright and other intellectual property rights laws and international treaties. Microsoft (1) does not transfer any ownership rights in any Products, Fixes, or Service Deliverables and (2) reserves all rights not expressly granted to Enrolled Affiliate.

5. Confidentiality.

"Confidential Information" is non-public information that is designated "confidential" or that a reasonable person should understand is confidential, including Customer Data and any Statement of Services.

Confidential Information does not include information that (1) becomes publicly available without a breach of this agreement, (2) the receiving party received lawfully from another source without a confidentiality obligation, (3) is independently developed, or (4) is a comment or suggestion volunteered about the other party's business, products or services.

Each party will take reasonable steps to protect the other's Confidential Information and will use the other party's Confidential Information only for purposes of the parties' business relationship. Neither party will disclose that Confidential Information to third parties, except to its employees, Affiliates, contractors, advisors and consultants ("Representatives") and then only on a need-to-know basis under nondisclosure obligations at least as protective as this agreement. Each party remains responsible for the use of the Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.

A party may disclose the other's Confidential Information if required by law; but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order.

Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information. Each party agrees that the use of information retained in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly. These obligations apply (i) for Customer Data until it is deleted from the Online Services, and (ii) for all other Confidential Information, for a period of five years after the Confidential Information is received.

Freedom of Information Act (FOIA). Notwithstanding anything in this section to the contrary, the parties acknowledge and agree that if Enrolled Affiliate is a Federal Agency, Enrolled Affiliate is subject to the…