DealPoint ID #

[Insert ID#]

BIF I/O #

[Insert I/O#]

MSUS BIF Statement of Work

(SOW)
[Fill in all fields and then delete all highlighted text prior to finalizing]
Addresses and contacts for notices
Microsoft

Supplier

Company Name: [Insert applicable

Microsoft Entity]
Primary Contact: [Microsoft Contact
Person]
Address:

Company Name: [Company Name]

Primary Contact: [Company Contact
Person]
Address: [Company Address]

One Microsoft Way

Redmond, WA 98052-6399
USA

Phone number: [Microsoft Contact Phone

Number]
Fax number: [Microsoft Contact Fax
Number]
Email (if applicable): [Microsoft Contact
Email Address]
Secondary Contact: [Microsoft Secondary
Contact]

Phone number: [Company Contact

Number]
Fax number: [Company Fax Number]

SOW Effective Date:

[Effective Date]

SOW Expiration Date:

[Expiration Date]

DealPoint for Master Agreement:

[Master Agreement DealPoint Number]

Email (if applicable): [Company Contact

Email Address]
Secondary Contact: [Company Secondary
Contact]
Microsoft Vendor Number: [Company
Vendor Number]

Agreed and accepted

Microsoft

Supplier

Microsoft Signature:

Supplier Signature:

Microsoft Name:

Supplier Name:

[Insert Microsoft Signatory Name]

[Insert Company Signatory Name]

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Microsoft Title:

Supplier Title:

[Insert Microsoft Signatory Title]

[Insert Company Signatory Title]

Microsoft Date:

Supplier Date:

[Click here to enter date]

[Click here to enter date]

This SOW is entered into by the parties and effective as of the SOW Effective Date
above, in accordance with the terms of the parties (select one of the following):
Master
Supplier
Services
__________________________________

Agreement

Master
Work
___________________________________________________
Master
Services
_________________________________________________

(MSSA)

Agreement

dated
dated

Agreement

dated

MSVP Agreement dated ________________________________________________________

Other
master
agreement
date):________________________________________

(insert

title

and

Microsoft Purchase Order Terms and Conditions

[Click here to view Microsofts Purchase Order Terms and Conditions]
1.

Description of Services

Pursuant to and in conformance with any standards, guidelines and/or specifications

which may be provided by Microsoft to Supplier from time to time, Supplier shall
deliver to and/or perform the following goods, services and/or other items or
materials (collectively, the Services) for [Insert End Customer Name] (Customer).
Business Objectives for the xScenariox xEngagementTypex Proposal.
xCustomerNamex will achieve the following business objectives as part of this
engagement:
Please indicate which of the following Description of Services were completed
by Supplier and delivered to Customer
Microsoft
o
o
o
o

Azure Consumption Deployment Services

Activation
Testing
Production Deployment
Application or Data Migration on to Azure

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 90-day follow up interview

Microsoft Azure StorSimple Appliance Deployment Services

o _____ Total Number of StorSimple Appliances to be installed
o _____ Number of appliances for remote install
o _____ Number of Appliances for onsite install
_____________________________ Supported use case
Supplier has, or will, contract with Customer pursuant to a separate agreement to
perform the Services to Customer. All Services shall be treated as Microsoft
Confidential Information unless otherwise designated by Microsoft, provided that
Microsoft may communicate the payment terms of this SOW to Customer.
2.

Deliverables/Delivery Schedule

The milestone delivery schedule for the Services shall be as follows:

Milestone # Brief Description of Services to be
completed by Supplier
1
Activation
2
3
4
5

Test environment deployment, set-up, and

configuration
Pilot and production Deployment
Application or Data Migration on to Azure
Ninety(90) days after StorSimple deployment,
partner will collect the following information
and send to
SSPartnerFollowUp@MICROSOFT.COM
Deployed use case(s)
Data migrated (size and type)
Cloud consumption driven by
StorSimple
Customer satisfaction (any issues
with deployed solution)

Due on or Before

[Insert Date]
[Insert Date]
[Insert Date]
[Insert Date]
[Insert Date]

Through this Azure/StorSimple offer, partners

may be eligible for an addition US $4,000 in
payment for each 8000 series appliance (8100
or 8600) that migrates a minimum of 5TB of
data to Azure within 4 months (verified by
Microsoft) of the appliance ship out date
(note: Greater than 5TB of data will need to
be migrated due to duplication and
compression).

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3.

Payment

3.1

Services Fees

[Expenses should not be included in the work fee in 3.1. Expenses should be noted in Section
3.2 and added to the table in 3.1.]
Subject to the following paragraph, as complete and final payment for Services
which have been completed, and delivered to and accepted by Customer all of
which has been confirmed by Microsoft, in its reasonable discretion, upon receipt of
valid proof of execution signed by the Customer, Microsoft shall pay Supplier:
Flat fee of $ [Insert Amount] USD.
OR
Total fee not to exceed $ [Insert Amount] USD in accordance with the following
milestone payment schedule:
Milestone #

Not to Exceed Payment

Amount

1
2
3
4

[Insert Amount]
[Insert Amount]
[Insert Amount]
[Insert Amount]
[Insert Amount]

Total

Delivery/Payment
Date

[Insert Date]
[Insert Date]
[Insert Date]
[Insert Date]

Notwithstanding the foregoing, Microsoft shall have no obligation to make such

payment unless Supplier has provided such proof of execution signed by the
Customer, reasonably acceptable to Microsoft, by the later of (i) [Insert Date which
is 90 days after IO date], and (ii) such later date as agreed upon by Microsoft in
writing. Where milestone payments are contemplated in the foregoing, a Customer
signed proof of execution, reasonably acceptable to Microsoft, will be required for
each milestone and Microsoft shall have no obligation to make any milestone
payment until the applicable proof of execution has been received and accepted.
3.2

Expenses (choose one of the below)

As reflected in Section 3.1, above, Microsoft will reimburse Supplier up to $ [Insert

Amount] [insert amount] USD for the actual travel expenses that Supplier incurs
while performing the Services. The travel expenses must be pre-approved by
Microsoft and comply with the Microsoft travel policy. The travel expenses must
also be reasonable and related to the Services. Supplier must submit appropriate
documentation evidencing the expenses to be reimbursed.
OR

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Supplier will be solely responsible for all expenses it incurs while performing the
Services, unless Microsoft otherwise consents in writing.
4.

Other

Counterparts. The parties may execute this SOW in any number of

counterparts. Each counterpart will be deemed an original and all
counterparts will constitute one SOW binding on both parties. Facsimile and
electronic signatures will be considered binding for all purposes.

Proof of Execution. Supplier is responsible for obtaining any permissions

required to obtain a signed proof of execution from Customer, including,
permission to provide any proof of execution to Microsoft or obligating the
Customer to provide any proof of execution to Microsoft directly. The parties
agree that no proof of execution shall be valid unless it has been signed by
the Customer and delivered to Microsoft.

Not Work For Hire. The purpose of this SOW is to document Microsofts
agreement to provide financial assistance in connection with the Services.
NOTWITHSTANDING ANYTHING IN THE AGREEMENT OR THE MICROSOFT
PURCHASE ORDER TERMS AND CONDITIONS REFERENCED ABOVE TO THE
CONTRARY, THIS SOW DOES NOT REPRESENT A WORK FOR HIRE FOR THE
BENEFIT OF MICROSOFT. OTHER THAN MICROSOFTS RETENTION OF ITS
RIGHTS TO ANY MICROSOFT SOFTWARE, IF ANY, USED IN CONNECTION WITH
THE SERVICES, MICROSOFT CLAIMS NO RIGHTS OF OWNERSHIP OR LICENSE
TO THE SERVICES PROVIDED TO CUSTOMER. PARTNER OR CUSTOMER AS THE
CASE MAY BE, IN ACCORDANCE WITH THE MUTUAL ARRANGEMENTS
BETWEEN PARTNER AND CUSTOMER, SHALL RETAIN OR BE ASSIGNED ALL
RIGHT, TITLE AND INTEREST INCLUDING ALL INTELLECTUAL PROPERTY
RIGHTS IN THE WORKS TO BE DEVELOPED.

[Insert any additional terms here, if applicable. However, no legal terms (i.e.
warranties, indemnifications, payment terms, cancellation terms, insurance
provisions, amendment provisions to the Suppliers master agreement on file with
Microsoft, etc.) should be added to this SOW without LCA's review and approval. ]
[Remainder of this page is intentionally left blank.]

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