U.S. SMB Cloud Champions Club

U.S. SMB Cloud Champions Club

Program Guidelines, Terms & Enrollment Form

July, 2011

Table of Contents

1. CLOUD CHAMPIONS CLUB PROGRAM GUIDELINES

1. CLOUD CHAMPIONS CLUB GENERAL TERMS AND CONDITIONS

1. CLOUD CHAMPIONS CLUB PROGRAM ENROLLMENT FORM

Microsoft® U.S. SMB Cloud Champions Club

Program Guidelines

Section A: Program Overview

The SMB Cloud Champions Club Program (“Program”) offers eligible U.S. Microsoft Partner Network (MPN) members support to help grow their Online Services business. It includes resources, funding and training for partners that have demonstrated a commitment to building a Microsoft Online Services practice by meeting the Program’s eligibility requirements.

The Program has three benefit tiers based on the number of active Microsoft Online Services customer subscriptions to which the partner is assigned as the “Partner of Record” (POR), and the total number of seats sold on those subscriptions. Support and incentives increase as partners advance to higher tiers within the Program.

The Program is governed by the following documents: The Microsoft U.S. SMB Cloud Champions Club Program Guidelines, Terms and Conditions and Enrollment form (together “Program Documents”)

Section B: Eligible Partners and Eligibility Requirements

Eligible Partners: To participate in this Program, an eligible participant(“Partner”): must be a U.S. MPN Partner that sells Microsoft Online Services Agreements, and that is not a Microsoft Authorized Large Account Reseller or Distribution partner.

Eligibility Requirements for New FY12 Program Enrollees:

1. Must be actively enrolled as a Microsoft Online Services Partner, eligible to sell Microsoft Online Services.
2. Must be designated as the POR1 for at least six (6) active U.S. Microsoft Online Services Customers in the SMB customer segment2, with a minimum of 150 seats sold in aggregate.
3. Partner must have an active Cloud Essentials subscription or an MPN Cloud Accelerate3 designation.
4. Must be domiciled within the United States.
5. Must accept the terms as outlined in the terms and conditions and return the signed enrollment form by May 31, 2012.(Note: Program benefits will begin once Microsoft receives the signed enrollment form).

1 As defined in the Microsoft Online Services Partner Agreement (MOSPA)

2 Defined as companies with 5-249 seats and designated as a SMB by Microsoft in its discretion.

3For more information on Cloud Essentials and the Cloud Accelerate designation:

Eligibility Requirements FY11 Program Enrollees:

Except as outlined below for Tier 3 Promotional Incentives eligibility, Partners that enrolled in the Program in during the previous program period (FY11)are not required to re-enroll in FY12, however, for tier eligibility, FY11-enrolled Partners must hold an active MPN Cloud Accelerate designation to remain in tiers 2 and 3 in the Program. Partners without the designation will be moved to tier 1 of the Program.

FY11-enrolled Partners will need to meet the FY12 Benefit Tier eligibility requirements defined below in order to advance to higher tiers within the Program.

FY11-enrolled Tier 3 partners must complete the Enrollment Form in order to be eligible for Promotional Incentives.

Eligibility Requirements for all Program Enrollees:

Must acquire at least one new Microsoft Online Services customer with a minimum of 25 seats in the SMB segment each quarter to remain actively enrolled in the Program and receive Program benefits.

Conduct monthly business planning and sales opportunity pipeline reviews with their assigned Microsoft Online Services Business Development Manager (BDM). The frequency, location, and content of such reviews shall be subject to Microsoft’s discretion.

FY12 Benefit Tier Eligibility Requirements:

Partners become eligible for additional benefits at higher tiers. Tier eligibility is determined by the following requirements:

• Tier 1: Partner is designated as the POR1 for at least six (6) active U.S. Microsoft Online Services Customers1 in the SMB customer segment2, with a minimum of 150 seats in the aggregate. Partner must also have an active Cloud Essentials subscription or an MPN Cloud Accelerate3 designation.
• Tier 2: Partner is designated as the POR1 for at least sixteen (16) active U.S. Microsoft Online Services Customers1 in the SMB customer segment2, with a minimum of 400 seats in the aggregate. Partner must also have an active MPN Cloud Accelerate3 designation.
• Tier 3: Partner is designated as the POR1 for at least forty (40) active U.S. Microsoft Online Services Customers in the SMB customer segment2, with a minimum of 1000 seats in the aggregate. Partner must also have an active MPN Cloud Accelerate3 designation.

1 As defined in the Microsoft Online Services Partner Agreement (MOSPA)

2 Defined as companies with 5-249 seats and designated as SMB by Microsoft.

3For more information on Cloud Essentials and the Cloud Accelerate designation:

Example – Selling Multiple Microsoft Online Services to the Same Customer: If a Partner sells 25 seats of Office 365 and 25 seats of Windows® Intune to the same customer, that transaction will credit the Partner with 2 customers and 50 seats in the Program.

Microsoft will determine Partner benefit tier assignments on a monthly basis based on sales records in the Microsoft “MS Sales” financial reporting system. If customer subscriptions become inactive or the POR changes during the Program Period and active subscriptions fall below the benefit tier requirements, Partners will receive the benefits at the benefit tier for which they are then eligible. All determinations with respect to tier eligibility are at Microsoft’s sole discretion.

Section C: Program Period

The FY12 Program Period is July 1, 2011 to June 30, 2012

This Program and any of its benefit offerings may be modified or terminated by Microsoft at any time without prior notice. The Program is subject to termination by Microsoft at any time upon 30 days written notice.

Section D: FY2012 Program Benefits

The Program provides enrolled Partners with the benefits as outlined in the diagram below for the Program Period.

Additional Program benefits may be offered over the course of FY12 at Microsoft’s discretion. These may include sales incentives or contests, engagement opportunities, appreciation events and other benefits offered exclusively to Program-enrolled Partners (i.e. the Cloud Champions Club community). Each supplemental offering will have its own terms and conditions, as needed. Further, Partners will receive programmatic communications such as Quarterly Benefits Statements and other announcements.

Benefit: BDM Engagement, TSP EngagementCloud Practice MasterToolkit

All tier Partners receive

Sales and cloud practice development support through engagement with an assigned Online Services Business Development Manager (BDM). BDM engagement may include business planning, marketing campaign guidance, sales opportunity assistance and Program benefit assistance.

Pre-sales technical sales support from the Microsoft Online Technology Solution Professional team. This team is available to help educate Partners on the technical components of Microsoft Online Services, as well as assist with pre-sales technical demonstrations and discussions.

A“Cloud Champs Practice Masters Toolkit” to help developPartners’ Microsoft Online Services practice. Toolkit includes: account planning and cross-sell/up-sell tools, sales compensation analysis, operational dashboard, thought-leadership marketing campaign guidance, vertical marketing campaign guidance, and accelerated sales process guidelines.

Benefit: Business Investment “Velocity” Funds

Tier 2 and 3Partners may receiveBusiness Investment Funds* (BIF). BIF Funding is limited. BIF awards are allocated to partners by the Online Services BDM on a first come, first serve basis for qualifying sales opportunities for Microsoft Online Services new Customer subscriptions in the SMB customer segment that have a minimum of 50 seats. Partner funds are only redeemable through the standard Microsoft BIF process, while funding lasts. Partners may be required to provide documentation substantiating their engagement with and services for an Online Services customer or prospect.

Tier 2 Partners may be eligible to receive $250 in BIF awards to support customer proof of concept (POC) on qualified Microsoft Online Services sales opportunities. Tier 2 partners may also be eligible to receive an additional $250 in BIF awards to offset service charges after the qualifying sale has been made.

Tier 3 Partners may be eligible to receive $500 in BIF awards to support customer proof of concept (POC) on qualified Microsoft Online Services sales opportunities. Tier 3 Partners may also be eligible to receive an additional $500 in BIF awards to offset service charges after the qualifying sale has been made.

Partner funds are provided by check in Partner name. Online Services BDM must submit opportunity or closed transaction details and Partner of Record (POR) through Business Investment Fund (BIF) Tool in order for processing to occur. For more details on award redemption contact your local Online Services BDM or email .

*Subject to existing BIF requirements.

Benefit: Marketing Development Funds

Tier 2 and 3 Partners may receiveMarketing Development Funds (MDF). MDF Funding is limited. MDF awards are allocated to partners on a first come, first serve basis, while funding lasts. MDF is not guaranteed and is dependent on Microsoft’s approval of the marketing plan submitted for MDF. To be approved for MDF funds, Partners must complete and submit a Program MDF Request Form, including marketing objectives, campaign details, projected expenses and expected return on marketing investment (ROMI).ROMI guidelines are detailed in the Program MDF Request form. Approved MDF must focus on Microsoft Online Services in the SMB customer segment.

Tier 2 Partners may be eligible to receive up to $2,500 in MDF during the Program term.

Tier 3 Partners may be eligible to receive up to $5,000 in MDF during the Program term.

Partners will be notified by email whether their plan has been approved, requires additional clarification, or has been denied. Partners will then have 60 days to execute their approved campaign and submit receipts for the marketing activities.Partners that fail to submit receipts within the specified time period will not receive an MDF payment. Partners will be reimbursed for 100% of their approved marketing receipts, which equates a 100% matching MDF award, subject to the stated limits. Approved MDF funds are provided by check in Partner name approximately 4 to 6 weeks after submission of receipts.

Partners must submit sales data / proof of performance and ROMI resulting from the approved campaignwithin 90 days of receiving their MDF check, or by May 31, 2012, whichever comes first.Partners that fail to submit their campaign results / proof of performancewill not be eligible to receive Program MDF in the future.

MDF must be used for third-party marketing expenditures. All products and services available on Microsoft Ready-to-Go acceptableexpenditures. Additionally, acceptable expenditures include: list purchases, direct mail expenditures, print and ship costs, postcards, newsletter services, marketing consulting services, public relations fees, advertising or creative agency fees, print, radio and other traditional advertising, digital advertising, social media expenditures, event costs including hospitality services, giveaways, catering and tradeshow expenses.

Expenditures that are not acceptable include: travel costs for internal employees, sales incentives or contests, and any internal expenses or business unit transfer payments.

For assistance with requesting MDF, contact .

Benefit: Enhanced Operations Support

Tier 3 Partners will receive a dedicated 1-800 number to the operations supportline to help enable more rapid resolution of order-to-cash process inquiries and issues. Partners can also receive enhanced reporting pertaining to customer orders, billing and fee payments. Tier 3 partners will also receive invitations to exclusive operations training calls and have the ability to participate in pilot programs.

Benefit: Promotional Incentives

Tier 3 Partners can earn a promotional incentive (“Incentive”) on the qualified revenue of U.S. first year billings (“non-recurring”) of additional Microsoft Online Services customer subscriptions in the SMB customer segment sold through the MOSP tool after attainment of Tier 3 requirements between July 1 and December 31, 2011. Incentives will only be paid on incremental subscriptions sold after qualification (see example below). To qualify for the Incentive, all orders must be placed and invoiced during the Incentive period and by the Cut-off Date (outlined below).

Example: A partner becomes eligible for Tier 3 in the program on October 1st, 2011. Only new SMB subscriptions sold between October 1st and December 31st will be eligible for the Incentive.

Cut-off Date: All sales must be submitted to Microsoft through the MOCP tool and accepted by Microsoft by December 31, 2011 to be eligible for the Incentive.

Partner will be notified by its Online Services BDM or a Program administrator it has attained Tier 3 and will automatically be enrolled to receive the Incentive upon confirmation.

Eligible Product(s):Office 365 Plans, Office365 Lite Plans, Office 365 Standalone Plans and Windows Intune (see table D2) for MOSP agreements that are not sold through the Enterprise Agreement program. Agreements must have a start date during the Incentive Period to be eligible for this Incentive. Business Productivity Online Dedicated Services agreements do not qualify for this Incentive.

Table D2: Eligible MOSP Products

Microsoft Office 365 Lite Plans
Microsoft Office 365 (Plan P1)
Microsoft Office 365 Plans
Microsoft Office 365 (Plan E1)
Microsoft Office 365 (Plan E2)
Microsoft Office 365 (Plan E3)
Microsoft Office 365 (Plan E4)
Microsoft Office 365 (Plan K1)
Microsoft Office 365 (Plan K2)
Office 365 Standalone Plans
Exchange Online (Plan 1)
Exchange Online (Plan 2)
Lync Online (Plan 1)
Lync Online (Plan 2)
SharePoint Online (Plan 1)
SharePoint Online (Plan 2)
Windows Intune
Standalone Windows Intune
Windows Intune Add On

Incentive Periods and Payment: There will be two Incentive periods and payments. Payment schedules for Promotional Incentives are separate from standard MOSPA fee payments.

1. The first payment will be issued on approximately November 17, 2011 for eligible sales submitted to and accepted by Microsoft between:

• July 1, 2011 and September 30, 2011.

1. The second payment will be issued on approximately February 15, 2012 for eligible sales submitted to and accepted by Microsoft between:

• October 1, 2011 and December 31, 2011.

Exclusions: If the POR for a MOSP agreement changes during the Incentive period, the new POR will not be eligible for payout or attainment on that agreement once the change occurs.

Calculation and Payment of Promotional Incentives: Incentives will be calculated at the end of the Incentive period(s). Incentive payments may be made, in Microsoft’s sole discretion, by credit memo, wire or check and may be made in installments or in one lump sum. Payments should not be expected sooner than six (6) weeks after the conclusion of the Incentive period. If your contact information changes, it is your obligation to provide updated information. Any issues regarding payments should be sent in writing to: Betsy Dickinson, 6100 Neil Road, C-2/2238, Reno, NV 89511 no later than thirty (30) days following receipt of the payment. If such written notice is not provided within thirty (30) days, you shall have no further right to dispute an Incentive payment. All Incentive issues must be resolved within ninety (90) days of receipt of payment. Microsoft’s decisions with respect to eligibility and amount of Incentive are at Microsoft’s sole discretion. All such decisions are final. Any returns and/or discounts processed during the applicable Incentive period may be deducted prior to the payment. Returns processed from purchases prior to the beginning of the applicable Incentive period may be deducted from Incentive period payments.

Promotional Incentive Payout Amount(s):The Incentive payout amount will be determined as follows:

Multiply the Sale price, less all discounts, for eligible products by the twelve percent (12%).

Section F: Participation

New Partners must sign up for the Program within the Program Period by returning thesigned enrollment form by email to .

• Each Partner will need to opt in only one time for the duration of this Program.
• Within 5 business days of opting in, each Partner will receive a confirmation email. Please print and keep this email for your reference.
• Program benefits will begin once Partner’s participation in the Program is confirmed.

PLEASE NOTE: For added security, you may be required to verify your enrollment -- either electronically or in writing.

For FY11 enrolled Partners, by participating in the FY12 Program, you acknowledge that you have read the FY12 Guidelines and Terms and Conditions. If Partners wish to opt out of the Program, they should do so by notifying .

Microsoft U.S. SMB Cloud Champions Club Program

General Terms and Conditions

Eligibility: In order to receive U.S. SMB Cloud Champions Club benefits from Microsoft, you must be a Partner in good standing with Microsoft and in strict compliance with these General Terms and Conditions, the terms and conditions of the Program, the terms and conditions of any agreement between you and Microsoft and any Microsoft policy or procedure applicable to you.

Non-disclosure: You acknowledge and agree that the terms and conditions of the U.S. SMB Cloud Champions Club Program are confidential, and disclosure of such terms and conditions to any third party is strictly prohibited.

Taxes: Please be aware that there may be tax consequences to you that result from your participation in the Program. Microsoft will not be remitting any taxes on your behalf, nor provide you with tax-related documentation. You are solely responsible for ensuring that any taxes arising from your participation in the Program are reported and paid to the appropriate tax authority.