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Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
NOTE: If Company is located in any of the following countries; this is the correct form to sign. If
your country is not listed below, please go to PartnerSource to find the correct form.
PRODUCT TABLE
Applicable
Product Name
Additional Terms
Microsoft Dynamics AX 2, 3, 4, 5, 12
Microsoft Dynamics AX for Retail 2, 3, 4, 5, 11, 12
Microsoft Dynamics C5 1, 2, 4, 6, 7, 8, 12
Microsoft Dynamics CRM 1, 2, 9, 12
Microsoft Dynamics GP 2, 3, 4, 5, 8, 12
Microsoft Dynamics NAV 2, 3, 4, 5, 8, 12
Microsoft Dynamics SL 2, 3, 4, 5, 6, 8, 12
Microsoft Dynamics XAL 1, 2, 6, 7, 8, 12
Microsoft Apertum 1, 2, 8, 10, 12
Microsoft
Small Business
2, 8, 10, 12
Financial (SBF)
ADDITIONAL TERMS
The following provisions (each, an Additional Term or AT) apply to the Licensed Software as
indicated above. The ATs apply in addition to the terms of the SPA. The ATs supersede any
inconsistent terms in the SPA.
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2. Lozcalinst,Tr dSupfoLzcaeli(rTnst)V.The Licensed Software is not supported in terms of technical support, languages and
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3. Geographics.Microsoft is generally allowed to distribute licenses for the Licensed Software and provide
Services to Company Parties in the geographic regions listed on the table at
http://www.microsoft.com/dynamics/en/us/localization-translation.aspx or any alternative site
Microsoft may designate in its place. Evenifacoutrysldheb,owvrCmpanytiPsudecLSofwartnyCusmledicorthasundeplicbxortw,fshunldceitabrofs16(gh)SPA.
4. Software licenses for demonstration, testing and development.
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b) CompanyePsrti must not use the demonstration software in a live operating environment.
5. Software licenses for Companys internal use.
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Important Note: Company may create limited Localizations and Translations under the terms of
the SPA only if such works are created for and will be used in countries or regions where Microsoft
has created, and makes generally commercially available, localized and/or translated versions of
the following lines of Licensed Software: Microsoft Dynamics AX, Microsoft Dynamics GP, Microsoft
Dynamics NAV or Microsoft Dynamics SL (MS GA Countries). A list of the MS GA Countries is
located here: http://microsoft.com/dynamics/en/us/localization-translation.aspx. In this context,
limited means a partial localization or translation that does not compete with any Localization or
Translation created, marketed or promoted by Microsoft or its Affiliates for such Geographic
Region.
If Company wants to create localizations and translations for any other country or region, or one
that does not meet the foregoing criteria, then Company must sign a license agreement for the
Microsoft Dynamics Partner Localization and Translation Licensing Program by following the PLLP
Sign Up Process located at: https://mbs.microsoft.com/partnersource/partneressentials/pllp/Signup.
Further information on that program is also available at that link.
Use of the word country is for convenience only and is not intended to imply
sovereignty for any disputed territory that may be mentioned below.
In addition to the terms in the body of this SPA, the following terms also apply to any Authorized
Work:
1. Additional Definitions.
a) Modifiable MS Code means the programming code for the applicable Licensed Software
that Microsoft designates as modifiable or otherwise makes available in a modifiable form.
b) MS Toolkit means any instructions, guidelines, best practice guides, specifications,
programming code or tools that Microsoft makes available to Company Parties for use in
creating any Authorized Work under this SPA, as such MS Toolkit is published by Microsoft on
PartnerSource.
c) Support Lifecycle Policy means the Microsoft support lifecycle policy for the Licensed
Software as described at http://support.microsoft.com/lifecycle/ or any alternative site
Microsoft may designate in its place.
2. Additional License Grant for Limited Localizations and Translations. Microsoft
grants to Company Parties a non-exclusive, royalty-free, non-transferable, non-assignable,
terminable (as provided for in section 10 (Term and termination) of the SPA), limited license, under
Microsofts copyrights, to do the following during the term of this SPA:
a) modify, add to and otherwise adapt the Modifiable MS Code solely to create Authorized
Localizations and Authorized Translations;
b) use the MS Toolkit solely to create Authorized Localizations and Authorized Translations; and
c) copy the Modifiable MS Code and MS Toolkit, but only as reasonably required for Company
Parties exercise of the rights described in a) and b) above.
3. Distribution rights for Authorized Works. Company Parties may distribute Authorized
Works only if and to the same extent that they can distribute the underlying Licensed Software
under this SPA, and then only:
a) for use by Customers in conjunction with their use of the Licensed Software for which the
applicable Authorized Work was created by any Company Party under this SPA;
1. Definitions.
a. Online Services means the Microsoft-hosted services for certain Microsoft Dynamics ERP
products to be enabled by Company for Customers under this schedule. The Online Services
available under this schedule are identified in the Online Services Guide.
b. Online Services Guide means the document containing additional details regarding the
Online Services, currently titled the Online Services for Microsoft Dynamics ERP Reseller
Guide. The Online Services Guide is available on PartnerSource and may be updated from
time to time. Microsoft will give Company 60 calendar days notice via PartnerSource of any
material changes to the Online Services Guide.
c. Online Services Territory means the list of countries published in the Online Services
Guide. Microsoft may add countries to the Online Services Territory at any time. Microsoft
will only remove countries from the Online Services Territory according to the section of this
schedule titled New Releases and Discontinuation of Existing Online Services.
d. Online Services Website means the Microsoft website at
http://www.dynamicsonline.com or any alternative site Microsoft may designate in its place.
e. Services Agreement means the separate services agreement governing the users
rights and duties when using the Online Services published at
http://www.dynamicsonline.com.
2. Scope. This schedule applies to the Online Services related to the Licensed Software that
Company is specifically allowed to provide to Customers, as outlined below. This schedule
supersede any inconsistent terms in the SPA with respect to Online Services only.
3. License Grant for Online Services. Subject to the terms of the SPA and this schedule,
Microsoft grants to Company a non-exclusive, non-transferable, right to enable and configure Online
Services for Customers in the Online Services Territory. Company Parties must enable and configure
all Online Services to Customers according to any restrictions listed in the Online Services Guide.
Unless specifically allowed in the Online Services Guide, Company Parties may not charge
Customers for the Online Services. In addition, Company Parties must not register an Online Service
for a Customer without authorization from the Customer to do so.
4. Territory. Online Services have different territorial restrictions than the on-premises
Licensed Software products. This schedule does not allow Company to enable or configure, market,
or otherwise dispose of the Online Services outside of the Online Services Territory. Company may
not (a) provision or (b) submit orders for Online Services from any Customer located outside of the
Online Services Territory for the specific Online Service.
5. Delivery of Online Services.
a. Microsoft will provide the Online Services directly to Customers.
b. Some Online Services are available for Customers to activate simply on registration by
Company; others require ordering from the Dynamics Price List.
c. Some offerings may require Company Parties to take certain actions in order to register for
the Online Services for a Customer. Such actions are detailed in the Online Services Guide.
Company Parties acknowledge and agree that they will fully review and comply with such
duties before registering, or processing each Customer request, for the Online Services.