Campusand School Agreement

Amendment

Campus and School Agreement Number
Microsoft to complete / Amendment ID
/ CTM - / Opportunity ID
ID Number
Microsoft to complete

This amendment is entered into between the Customer and Microsoft affiliate signing, as of the effective date identified below. All terms used but not defined will have the same meanings as the Campus and School Agreement identified above (“the agreement”).

Amendments

  1. General Terms and Conditions 1,Definitions

The definitions, “reseller”, “run”, “software or products”, “you” and “users” are deleted and replaced with the following:

“eligible educational institution” means any qualified educational user headquartered in Australia and identified in the Microsoft Qualified Educational User Definition set out in the Schedule A applicable to the country in which the entity that signed this agreement is located, as being eligible to license and use software under the Campus or School programs.

‘Reseller’ means a large account reseller (LAR) authorised by us or one of our affiliates to resell licenses in your area under the Campus Agreement program.

To ‘run’ means to copy, install, use, access, display, run or otherwise interact with onecopy of the software on aqualified desktop.

The ‘software’ or ‘products’ means the most current or any prior version of the Microsoft software products you selected through your subscription enrollment. The software may be in any available language and either a Macintosh or Windows version.

Your ‘users’ means you, your affiliates and your, and your affiliates’, faculty, staff and students (if the student option applies) whom you or your affiliate designates on the subscription order form to run the software. Your users must be Qualified Educational Users as defined in the applicable Schedule A in order to be eligible for the Campus Agreement program. In addition, your and your affiliates’ full time and part time students with a valid student I.D. number are licensed to use the software in your or your affiliate’s teaching facilities. In addition to the users defined above your users also include (i) staff employed by independent campus and student entities, where the principal function of the entity is to support the life and culture of your university or of your affiliate or student life associated with your university or with your affiliate; (ii) visiting professors, fellows, other academic researchers, scholars, teachers consultants and contractors who attend your university or your affiliate.

‘You’ means the eligible education institution identified on the subscription enrolment and your affiliates.

In addition, the following new definitions are added:

‘Affiliate’ means a) with regard to you, any eligible education institution that you own and/or control, that owns you and/or controls you, or that is under common ownership and/or control by you and further, in addition to the affiliates defined above your affiliates also include other entities the principal function of which is to support life and culture of your university or student life associated with your university where that entity either is owned and/or controlled by you, owns you and/or controls you or is under common ownership and/or control with you and b) with regard to us, any legal entity that we own, that owns us, or that is under common ownership with us.

‘Control’ means, for purpose of the definition of ‘affiliate’ above and only with respect to public educational institutions and their governing bodies, the right granted by law to exercise decision power over the administrative, financial and operational affairs of the other.

‘Ownership’ means, for purposes of the definition of affiliate above, more than 50% ownership.

‘Qualified desktops’ are the personal desktop computers, portable computers, workstations and similar devices, which are provided or made available to users by you or your affiliates and which meet the minimum requirements for running the software, but does not include such devices leased to or owned by students.

  1. Section 9(b)(i) Distributing media – To your faculty and staff Work at Home users and to your Student FTE (full time equivalent) Option users is amended by deleting the URL referred to in line 8 of the subsection and replacing it with the following: media.mspx
  1. Section 12. Confidentiality. The second paragraph of Section 12 is deleted and replaced with the following:

To the extent permitted by applicable law, the terms and conditions of this agreement and all subscription enrollments are confidential. Neither you nor we will disclose such terms and conditions, or the substance of any discussions which led to them, to any third party other than (i) our affiliates or agents: (ii) your designated or prospective resellers who (a) have a need to know such information in order to assist in carrying out this agreement; and (b) have been instructed by you or us that all such information is to be handled in strict confidence; (iii) your affiliates or (iv) any Australian University which is represented on the Council of the Australian University Directors of Information Technology (“CAUDIT”); or (v) otherwise as permitted by us.

  1. Section 16 – Verifying compliance is amended by deleting the first paragraph and replacing it with the following:

“You must keep records relating to the software that you and any entity participating under this agreement run. We have the right to verify compliance at our expense, during the licensed period and for a period of one year thereafter. To do so, we will engage an independent accountant from a nationally recognized public accounting firm (the auditor), which will be subject to a confidentiality obligation no less restrictive than the confidentiality obligation set out in Section 12 of this Agreement and to the privacy obligations set out in Section 19l of this Agreement. Verification will take place upon not fewer than 30 days notice, during normal business hours and in a manner that does not interfere unreasonably with your operations. We will advise you of the auditor we have appointed. If you have reasonable grounds to object to the auditor we appoint, you may, within 7 days of receiving notification from us of the appointment of an auditor, notify us in writing of your objection and the grounds for your objection and we will appoint a new auditor. If you reasonably object to more than two auditors appointed by us under this section, we may request the President of the Australian Institute of Chartered Accountants to appoint an auditor and this appointment will be final and binding upon both parties.

As an alternative, we may require you to accurately complete our self-audit questionnaire relating to the software you and any entity participating under a license agreement use. If verification or self-audit reveals unlicensed use of the software, you must promptly order sufficient licenses to permit all software usage disclosed. If material unlicensed use is found (license shortage of 5% or more), you must reimburse us for the costs we have incurred in verification and acquire the necessary additional licenses as single academic retail licenses within 30 days. If we undertake such verifications and do not find material unlicensed use of software, we will not undertake verification for at least one year. We and our auditors will use the information obtained in compliance verification only to enforce our rights and to determine whether you are in compliance with the terms of the agreement. By invoking the rights and procedures described above, we do not waive our rights to enforce this agreement or to protect our intellectual property by any other means permitted by law. Additionally, you must use reasonable efforts to make your users aware of the terms and conditions upon which they are allowed to run the software, Accordingly, you must: “

  1. Section 17. Applicable law, venue and jurisdiction is deleted and replaced with the following:

Your agreement is governed by the laws of the State of New South Wales and each of us agrees that if either party brings an action to enforce this agreement, the party will bring the action in New South Wales. This choice of jurisdiction or venue does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or privacy in any appropriate court that has jurisdiction in relation to the location of the alleged violation.

  1. Section 18b. Termination of the agreement is amended by deleting the third paragraph.
  1. Section 19a. Notice to us is amended by deleting the words “Notice to us” from the heading of the section and replacing them with the word “Notices”.
  1. Section 19. Miscellaneous – a new section 19 l. is added as follows:

19l.Privacy

(i)The privacy obligations in this section 19l. apply to all Personal Information which is disclosed between the Parties under this Agreement or any enrollment entered into under this Agreement.

(ii)You acknowledge that any person nominated by you as a contact under the Contact Information section of this Agreement is aware that they have been named as a contact and agrees to allow us to use the details of such person(s) for the purposes of management and administration of this Agreement and any enrolment entered into by you or your affiliates under this Agreement.

(iii)Any party receiving Personal Information under this Agreement (a “Receiving Party”) agrees to handle such Personal Information in accordance with all privacy principles which govern the handling of such information including, without limitation, the Information Privacy Principles (or equivalent) under relevant privacy laws in any State in Australia and the National Privacy Principles under the Privacy Act 1988 (Cth).

(iv)If a Receiving Party discloses Personal Information to any third party (other than an affiliate but including any subcontractor), the Receiving Party agrees to ensure that such a third party is subject to enforceable obligations requiring the third party to comply with the obligations of this section as if the third party were the Receiving Party.

(v)This section applies regardless of whether the Personal Information the Receiving Party or any third party (other than an affiliate) to whom the Receiving Party discloses Personal Information are located in or outside the relevant State or Territory of Australia.

(vi)This section will survive the termination of this Agreement.

(vii)For the purposes of this section 19l. “Personal Information” shall have the meaning given to the term under Section 6 of the Privacy Act 1988 or under the relevant privacy laws in the relevant State, as applicable.

Except for changes made by this amendment, all terms of the agreement remain unchanged. By signing below, the parties agree to be bound by the terms of this amendment.

Customer / Contracting Microsoft Affiliate
Name* /

Microsoft Operations Pte Ltd

Signature * / Signature
Printed Name * / Printed Name
Printed Title * / Printed Title
Signature Date * / Signature Date
(date Microsoft affiliate countersigns)
* indicates required field / Effective Date
(may be different than our signature date)

Please sign two copies of this amendment and send them to your reseller/distributor. This amendment is to be submitted along with your enrollment to us. When the amendment is fully signed, you will receive a confirming copy.

Microsoft Operations Pte Ltd

Dept 551, Volume Licensing

438B Alexandra Road #04-09/12

Block B, Alexandra Technopark

Singapore 119968

Prepared By: Antony Cook (LCA)

Reseller/DistributorAcknowledgement:

Name of Reseller/Distributor
Signature
Printed Name
Printed Title
Date
Campus and School Agreement v3.4 / CAUDIT / BD
(SAPAC)(English) November, 2005 / CTM / 1 of 5