Microsoft Partner Agreement (MPA)

— legacy comparison,

August 2019
Summary
Effective August 2019, this document highlights the key differences between the Microsoft Cloud Reseller Agreement (MCRA)/ Microsoft Cloud
Distributer Agreement (MCDA) and the new Microsoft Partner Agreement (MPA).

Details
This document replaces the previous document “MPA Summary of Changes.”

This chart shows how the MPA integrates into partner and customer relationships:

Microsoft Partner Agreement (MPA)—legacy comparison, August 2019

This table explains the key differences between the previous MCRA/MCDA and the new MPA, and highlights how the MPA adds value for partners:
Category Legacy Microsoft Cloud
Reseller Agreement (MCRA)/
Microsoft Cloud Distributer
Agreement (MCDA)
Microsoft The MPA is a single agreement for
Partner transacting in the Cloud Solution
Agreement Provider (CSP) channel only.
(MPA)
structure
Change • There were different change
management management directives in
different agreements.
• Notices section detailed various
or outdated methods of
communication.
Microsoft Partner Agreement (MPA)—legacy comparison, August 2019
New Microsoft Partner
Agreement (MPA)
The MPA is a modular
agreement that integrates
universal and channel agnostic
transactions and business
practice terms in the CSP. It will
eventually extend to all other
commercial distribution
channels.
• Change management is
addressed by Channel
Authorizations.
• There’s potential diversity
across channels to
accommodate different
operational needs.
• Dynamic acceptance of new
terms as your programs and
engagements evolve.
• The Partner Portal is now the
main mode of
communication.
Improvements and Partner type Value to partners
benefits
• The need to sign multiple • Direct bill The MPA will allow you to
siloed agreements is • Indirect provider consolidate numerous
reduced. agreements into a single,
• Indirect reseller
• Terms relevant to your evergreen instrument, as you
specific engagements are engage with Microsoft in
integrated into your different sales motions. This will
agreement. happen throughout the coming
months, as new commercial
models are migrated to the new
Microsoft Commerce
experience.
• New flexibility in change • Direct bill Through the new Channel
management (for example, • Indirect provider Authorizations, presented to
the ability to update you through
• Indirect reseller
products and price lists) partner.microsoft.com, you will
enables the use of terms be able to manage multiple
that respond to
programs and engagements
technological or legal
with Microsoft through a single
developments.
experience. This allows for
• The use of the Partner
reduced operational costs,
Portal supports a dynamic
better visibility, and control over
engagement.
your commercial relationship
with Microsoft.
 Category Legacy Microsoft Cloud
Reseller Agreement (MCRA)/
Microsoft Cloud Distributer
Agreement (MCDA)
Term and The term and termination were for
termination the entire agreement.
for each
authorization
Indirect There was no explicit guidance
reseller about distribution through indirect
resellers. There was a significant
gap enabling misuse.
Support Escalation hours and operational
details were present in the Program
Guide (PG). Distributors needed to
fulfill all technical support
obligations for the products they
distributed for all their downstream
customers.
Microsoft Partner Agreement (MPA)—legacy comparison, August 2019
New Microsoft Partner
Agreement (MPA)
• Certain generally applicable
terms are evergreen and may
apply to multiple Channel
Authorizations, which have
their own termination/
expiration terms.
• CSP authorization will be
evergreen.
There’s a new obligation for
distributors to point their
resellers to Microsoft to execute
terms that support compliant
distribution.
• Operational details on how
Microsoft provides support
has been removed.
• Support obligations are
addressed in Channel
Authorizations, Product
Specific Terms. Distributors
are now allowed to delegate
technical support obligations
to the resellers they work with
(with respect to the products
those resellers resell).
Improvements and
benefits
• It’s easier to manage
change cycles.
• Each authorization may
have different termination
requirements.
Cooperation between you
and Microsoft ensures
compliant distribution
practices of downstream
resellers.
• Support obligations are tied
to the products that you
resell.
• Operational details are
addressed in guidance
materials.
Partner type Value to partners
• Direct bill You will be able to establish and
• Indirect provider manage multiple commercial
relationships with Microsoft
• Indirect reseller
through a single, evergreen
agreement. This allows for
reduced operational overheads,
as you will not have to manage
multiple agreements with
different renewal cycles.
• Indirect provider You are a key part of our
• Indirect reseller success. The MPA protects you,
customers, and Microsoft by
establishing clear requirements
that allow for transparency,
compliance, and lawful business
practices, fostering long-term
growth and business continuity.
• Direct bill The MPA incorporates several
• Indirect provider terms that were previously
or distributor published in different
• Indirect reseller documents (such as the PG).
Our goal is to incorporate and
consolidate all terms under a
single agreement. You are now
allowed to delegate your
technical and customer support
obligations to the downstream
partners you work with, sharing
the burden of supporting your
customers.
 Category Legacy Microsoft Cloud
Reseller Agreement (MCRA)/
Microsoft Cloud Distributer
Agreement (MCDA)
Broadening Products were limited to online
scope of services. Definitions did not allow
products for expandability in segment,
product type, or partner type.
Compliance Terms regarding compliance and
business practices applied only to
partners’ participation in CSP.
Administrator There was no clear guidance on
access how a partner should manage
admin access with relation to
customer accounts.
Microsoft Partner Agreement (MPA)—legacy comparison, August 2019
New Microsoft Partner
Agreement (MPA)
Agreement references,
definitions, and modularity
allow for flexibility in the types
of products you distribute.
• Universal and channel
agnostic terms regarding
compliance and business
practices will be leveraged
across CSP and other
distribution channels.
• There are clearer distribution
obligations.
There are clear requirements for
partner management access,
and a clear procedure for
granting admin access to
downstream indirect resellers.
Improvements and
benefits
Product expandability gives
the ability to accommodate
new offers and your evolving
engagements.
• Universal terms enable
consistent obligations
across your engagements.
• Clearer distribution
obligations (for example,
prior obligation to submit
orders on a regular basis
have been removed and
need-based ordering
requirements prevents
misuse).
Additional guidance supports
compliance with privacy law.
Partner type Value to partners
• Direct bill The MPA includes a broader set
• Indirect provider of products under the same
• Indirect reseller agreement, expanding its
coverage as you expand your
business relationship with
Microsoft.
• Direct bill Microsoft is committed to
• Indirect provider helping our customers and
partners stay compliant. The
• Indirect reseller
MPA was designed to provide
you, customers, and Microsoft
with terms that adhere to the
most recent regulations on
privacy and sound business
practices. Compliance,
transparency, and commitment
to privacy are non-negotiables.
• Direct bill You have greater clarity on how
• Indirect provider you manage and grant admin
• Indirect reseller access to the parties that you
work with to fulfill your
technical and customer support
obligations.
 Category Legacy Microsoft Cloud New Microsoft Partner Improvements and Partner type Value to partners
Reseller Agreement (MCRA)/ Agreement (MPA) benefits
Microsoft Cloud Distributer
Agreement (MCDA)

Privacy and The language in the Customer Data • You may only delegate admin
customer section about a customers’ right to privileges or customer data
data provide access was not firm. access to a product with
customer consent.
• You must support customers
onboarding with additional
resellers.
• Adds explicit limitation on
the delegation of admin
privileges.
• The Universal Partner
obligation contributes to a
more dynamic selling
ecosystem.
• Direct bill Microsoft is committed to
• Indirect provider helping our customers and
partners to stay compliant. The
• Indirect reseller
MPA was designed to provide
you, customers, and Microsoft
with terms that adhere to the
most current regulations
around privacy and sound
business practices. Compliance,
transparency, and commitment
to privacy are non-negotiables.

Compliance Compliance was limited to anti- Much more comprehensive Flexible terms can • Direct bill Microsoft is committed to
with the law corruption. terms address a variety of accommodate a variety of • Indirect provider helping our customers and
compliance concerns beyond transactional engagements. • Indirect reseller partners to stay compliant. The
just anti-corruption. MPA was designed to provide
you, customers, and Microsoft
with terms that adhere to the
most current regulations
around privacy and sound
business practices. Compliance,
transparency, and commitment
to privacy are non-negotiables.

Microsoft Partner Agreement (MPA)—legacy comparison, August 2019

 Category Legacy Microsoft Cloud
Reseller Agreement (MCRA)/
Microsoft Cloud Distributer
Agreement (MCDA)
Payments and • Microsoft’s actions on late
credit payments were not explicitly
addressed.
• Financial reports were requested
once a year.
Discount Discount passthrough was not
passthrough explicitly addressed.
Microsoft Partner Agreement (MPA)—legacy comparison, August 2019
New Microsoft Partner
Agreement (MPA)
• There are clear potential
consequences for late
payments, including Microsoft
requiring prepayment of
future orders, placing orders
on hold, or reducing credit
limits.
• There’s a full explanation of
when offsets are allowed.
• Financial reports need only be
provided on request.
There’s explicit explanation of
your obligations regarding
discount transparency and
passthrough.
Improvements and
benefits
• There are clear late
payment policies in
response to the issue and in
anticipation of expanded
and more dynamic
distribution channels.
• This drives a consistent
Microsoft offset policy.
• The MPA reduces the
reporting burden by
making reports obligatory
only when needed.
The new explanation creates
a stronger channel through
stricter enforcement of
compliance policies,
especially in the government
sector.
Partner type Value to partners
• Direct bill To guarantee that partners and
• Indirect provider customers can be serviced
continuously, the MPA includes
updated terms and conditions
on our payment and credit
policies, so you can have a clear
understanding of existing
limitations, rights, and
responsibilities.
• Direct bill Compliance, transparency, and
• Indirect provider commitment to privacy are
• Indirect reseller non-negotiables. To safeguard
sound business practices, the
MPA incorporates clauses that
enforce a higher degree of
transparency, to assure
compliant business practices
required by customers in
specific industries and
segments.
 Category Legacy Microsoft Cloud New Microsoft Partner
Reseller Agreement (MCRA)/ Agreement (MPA)
Microsoft Cloud Distributer
Agreement (MCDA)
New partner N/A • Discusses security and
obligations unauthorized disposition.
• Includes insurance
requirements.
Audit • The concept of audit and auditor • The MPA includes a
requirements was not explained commitment to the
in full. independence of auditors.
• Prior written notice of an audit
• It removes certain explicit
was only given 10 days in obligations and limitations
advance.
for record keeping.
• Payment obligations were not
• Prior notice of an audit is
detailed.
expanded to 30 days.
• There’s an immediate audit
right upon suspicion of piracy.
• There’s an obligation to pay a
discovered discrepancy.
• There’s an obligation to pay
for an audit if there’s a
material discrepancy.
• There’s a standing obligation
to present information to
verify compliance with
contractual obligations.
Microsoft Partner Agreement (MPA)—legacy comparison, August 2019
Improvements and Partner type Value to partners
benefits
• New obligations address • Direct bill Through the new Channel
gaps in the MCRA and lay • Indirect provider Authorizations, you will be able to
the groundwork for an manage multiple programs and
• Indirect reseller
expanding channel. engagements with Microsoft
• Terms accommodate new through a single experience.
types of products, such as This allows for reduced
hardware. operational costs, better visibility,
and control over your commercial
relationship with Microsoft.
• Audit requirements are • Direct bill Compliance, transparency, and
more consistent with • Indirect provider commitment to privacy are
current Microsoft non-negotiables. To make sure
• Indirect reseller
distribution policies. that we are meeting customers,
• Addresses gaps in partners, and Microsoft’s
obligations to pay for an compliance expectations, the
audit. MPA includes updated clauses
• More stringently defines on Microsoft audit rights,
audit requirements in allowing for more transparency
response to certain on partners’ obligations.
regulatory requirements, Microsoft will provide you with
and to better protect 30 days’ notice should an audit
customers.
be required.
 Category Legacy Microsoft Cloud New Microsoft Partner Improvements and Partner type Value to partners
Reseller Agreement (MCRA)/ Agreement (MPA) benefits
Microsoft Cloud Distributer
Agreement (MCDA)

Unilateral The PG was updated without • Partners will be given 180
update to previous partner notice. days’ notice by Microsoft to
agreements changes in MPA terms.
• Microsoft can change the
agreement unilaterally, giving
partners advance notice.
Large partners might react
negatively on unilateral, non-
previously negotiated
changes.
• Direct bill The MPA reflects adjustments
• Indirect provider to regulations that encompass
Microsoft’s 4 foundational
• Indirect reseller
principles: security, privacy,
compliance, and transparency.
Microsoft will properly inform
you of any changes to the MPA
by giving them 180 days’ notice.

Purchase There were no clear obligations on • There’s an obligation to Information is saved as part • Direct bill The terms added ensure compliant
order orders being tied to active purchase obtain customer of partner records, which • Indirect provider and fair ordering practices in the
commitment commitments from customers. commitments on orders of Microsoft has a right to audit. partner distribution channel.
• Indirect reseller
obligations products.

Multi-factor Launched in legacy in the Program • The Program Guide requires You must employ multi- • Direct bill Ensures a more secure Partner
authentication Guide in July 2019. you to use multi-factor factor authentication • Indirect provider Portal, which helps improve the
authentication protocols. protocols to access portals protection of partner and
• Indirect reseller
for the management of customer data.
Online Services (OLS) and
Partner Center.

Security Launched in legacy in the Program • You must properly notify You have an extra obligation • Direct bill Enables Microsoft to respond
incident Guide in July 2019. Microsoft if you experience a to communicate with • Indirect provider to partner security incidents
notification security incident. Microsoft on security. and allows Microsoft to better
• Indirect reseller
obligation mitigate risk and damage.

Microsoft Partner Agreement (MPA)—legacy comparison, August 2019

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Microsoft Partner Agreement (MPA)—legacy comparison, August 2019