microsoft software rental agreement 2004

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    MICROSOFT SOFTWARE RENTAL AGREEMENT

    The following contains 4 Sections. Please check to see that you have received allSections.

    SECTIONS

    RENTAL AGREEMENT

    Attachment A - List of Microsoft Products for RentalAttachment B Rental Software Terms of Use

    Attachment C Ownership Affidavit

    DIRECTIONS:

    After reviewing all the information, please complete and sign the Rental

    Agreement in duplicate and complete and sign Attachment C (Ownership

    Affidavit). Please mail both originals of the Rental Agreement, including allAttachments, to:

    Microsoft Ireland Operations Limited

    Atrium Building Block B

    Carmenhall Road

    Sandyford Industrial Estate

    Dublin 18

    Ireland

    Attention: EOC Licensing Contracts Dept.

    A fully executed original will be returned to you once it has been processed byMicrosoft.

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    MICROSOFT STANDARD RENTAL AGREEMENT FORMICROSOFT PRODUCTS ON RENTAL

    COMPUTERS

    This Agreement (Agreement) is entered into as of the day of _________________, 2004 (Effective Date)

    between MICROSOFT IRELAND OPERATIONS LIMITED ("MICROSOFT") having its principal place of business at Atrium

    Building Block B, Carmenhall Road, Sandyford Industrial Estate, Dublin 18, Irelandand

    __________________________________________(COMPANY)

    having its principal place of business at

    _________________________________________________________________________________________.

    This Agreement is applicable only to COMPANYs offices located in the Microsoft EMEA sales region as determined by

    Microsoft (EMEA).

    1. Purpose

    The purpose of this Agreement is to set forth the terms under which COMPANY may install and include certain MicrosoftProducts on computers that COMPANY rents or leases to the Rental Customers (as those terms are defined below). This

    Agreement does not grant any rights to rental/leasing of stand-alone software products or to rental/leasing of software products

    which are accessed from a Server (as that term is defined below).

    2. Definitions

    2.1 Term is the period described in Section 3.1.

    2.2 Ownership Affidavit is an affidavit, attached hereto as Attachment C and incorporated herein, regarding

    COMPANY hardware and software that it intends to rent/lease to Rental Customers.

    2.3 Rental PC is a personal computer fully owned or leased by COMPANY, which is rented/leased to a Rental

    Customer.

    2.4 Rental Customer is a customer of COMPANY who rents/leases, and uses for its personal or business use,

    COMPANYs Rental PCs.

    2.5 Microsoft Productsare the MICROSOFT products listed on Attachment A, attached hereto and incorporated herein

    by reference.

    2.6 Rental Terms of Use are the terms binding upon end users of a Microsoft Product installed on a Rental PC, as set outin Appendix B.

    2.7 Server is defined as a host device that provides resources, services and/or information to client

    computers/workstations.

    2.8 OEMis an Original Equipment Manufacturer.

    3. Term of Agreement

    3.1 Term

    This Agreement shall take effect on the Effective Date and shall continue until December 31, 2004.

    3.2 Termination

    COMPANY may terminate this Agreement at any time, with or without cause, upon thirty (30) days prior written notice. Neither

    party shall be responsible to the other for any costs or damages resulting from the termination of this Agreement unless suchtermination is due to COMPANYs breach of the terms of this Agreement, as set forth below. Termination of this Agreement

    shall automatically terminate any amendments hereto. MICROSOFT may only terminate this Agreement upon five (5) daysprior written notice to the COMPANY in the event of one or more of the following occurrences: (A) If the COMPANY breaches

    any of the terms or conditions hereof; or (B) If the COMPANY makes any assignment for the benefit of creditors, files a petition

    in bankruptcy, or is adjudged bankrupt or becomes insolvent or is placed in the hands of a receiver. Should termination pursuant

    to this section 3.2 occur, COMPANY agrees that MICROSOFT shall be entitled to damages, including without limitation, the

    estimated retail price for all Microsoft Products installed on COMPANYs Rental PCs. MICROSOFT reserves the right topursue any and all of its other legal and equitable remedies as well, including, without limitation, punitive damages, professional

    fees and remedies under international copyright law.

    3.3 Events Upon Expiration or Termination

    Upon expiration or earlier termination of this Agreement, the rights granted under Section 5 shall immediately terminate.

    COMPANY shall then immediately cease renting or leasing any computers on which Microsoft Products are installed. If,however, upon expiration the parties have entered into a new agreement that provides for rental/lease of some or all of the same

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    Microsoft Products, COMPANY may continue to rent/lease those same Microsoft Products on the Rental PCs that are also

    covered under the new agreement.

    4. COMPANY Obligations

    4.1 Ownership Affidavit

    Upon submitting this Agreement to MICROSOFT, COMPANY shall attach to this Agreement a completed Ownership Affidavit.MICROSOFT reserves the right to refuse Rental Agreements submitted without the Ownership Affidavit or with an incomplete

    Ownership Affidavit or one that appears to be fraudulent. If COMPANY acquires additional hardware or software during the

    term of this Agreement, COMPANY shall submit additional Ownership Affidavits to MICROSOFT within thirty (30) days of itsacquisition.

    4.2 Acquisition of Microsoft Product

    All Microsoft Products that COMPANY loads onto Rental PCs that it then rents/leases pursuant to this Agreement must be

    genuine Microsoft Full Packaged Product (FPP) or Microsoft License Packs (MLP) of Microsoft Products listed on Attachment

    A, or any subsequent versions of those products, properly acquired through an authorized reseller. For each individual Rental PC

    being rented/leased, COMPANY shall acquire either a unique FPP or MLP license for each Microsoft Product installed on that

    individual Rental PC.

    Should COMPANY acquire Rental PCs from an OEM which contain an OEM version of a Microsoft operating system (e.g.,

    Microsoft Windows XP), MICROSOFT grants COMPANY additional rental/lease rights as set out in section 5, provided that

    the COMPANY has an original Certificate of Authenticity for such OEM operating system. In such case, the use of the OEMoperating system by the Rental Customer shall be governed by the applicable OEM End User License Agreement for that

    operating system, supplemented by the rights set out in this Agreement. Should COMPANY wish to rent/lease non-operating

    system Microsoft Products that have come pre-loaded on the Rental PC acquired from an OEM, COMPANY shall purchase

    genuine Full Packaged Products (FPP) or individual Microsoft License Packs (MLP) of such Microsoft Products through an

    authorized reseller before renting/leasing those Microsoft Products with the Rental PC.

    For example: COMPANY acquired from an OEM one (1) PC with Microsoft Windows XP and Microsoft Office XP pre-

    installed. MICROSOFT has no objection if COMPANY rents/leases that PC with Windows XP and Office XP, provided that

    COMPANY must have Certificates of Authenticity for both Windows XP and Office XP AND COMPANY must purchase an FPP

    or MLP license for Office XP before renting/leasing that PC.

    COMPANY shall not install Microsoft Select software, Microsoft Open License software, Not For Resale software, or Reseller

    Internal Use software on COMPANYs Rental PCs nor shall COMPANY acquire any Select or Open Software Assurance for theMicrosoft Products installed on Rental PCs.

    4.3 Installation of Microsoft Products

    COMPANY shall provide the Microsoft Products only on the hard disk drives of the Rental PCs. COMPANY may installMicrosoft Products onto Rental PCs from a Master Disk, so long as COMPANY owns and keeps proof of all individual licenses

    for each Rental PC being rented/leased to Rental Customers.

    4.4 Distribution

    COMPANY shall not rent/lease Rental PCs with Microsoft CD-ROM Products included separately. COMPANY shall market

    and distribute Microsoft Products to Rental Customers only as installed on the Rental PCs as outlined in this Agreement and not

    as "standalone" products. Microsoft Products acquired for purposes of this Agreement may only be loaded onto Rental PCs

    owned by COMPANY which are used by Rental Customers at locations within the geographic boundaries of EMEA.COMPANY shall not distribute any Rental PCs to any Rental Customers who have indicated they intend to export or use the

    Rental PC outside EMEA.

    4.5 COMPANY books and records.

    COMPANY shall keep all proper and usual records pertaining to Microsoft Products acquired under this Agreement, including,

    but not limited to, applicable proof of ownership such as OEM Certificates of Authenticity (including Certificate of Authenticity

    Labels), EULAs, MLP Licenses, Sales Invoices, and Serial Numbers for each hardware device on which a Microsoft product is

    installed for rental or lease purposes.

    4.6 Product Support Services.

    COMPANY shall be responsible for clearly communicating to Rental Customers that the Rental Customer is not eligible for

    Microsoft Product Support. Should COMPANY provide to Rental Customers primary product support for the Microsoft

    Products installed on the Rental PCs, COMPANY shall include clear and conspicuous product support information, including a

    regular or toll-free COMPANY hardware and software support number, for Rental Customers as part of the documentationincluded with each Rental PC on which Microsoft Products are installed pursuant to this Agreement.

    4.7 Rental Customer License

    For each Rental PC on which Microsoft Products have been installed that is being rented/leased, COMPANY must provide the

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    Rental Terms of Use attached hereto as Attachment B (or a local language equivalent of these terms); andCOMPANY must obtain the Rental Customers agreement to the terms of the Rental Terms of Use prior to any use

    of the Microsoft Products by such Rental Customer. COMPANY may satisfy this requirement by using either(orboth) of the following actions:

    (1) Printed Rental Terms of Use. COMPANY may comply with the requirements of this Section 4.7 by including acopy of the Rental Terms of Use in the Rental Customers rental form, which form must be signed by the RentalCustomer. Your Customer rental form must contain the following acknowledgment (or a local languageequivalent of these terms) above the signature line:

    The undersigned RENTAL CUSTOMER hereby acknowledges that its use of the Microsoft Products accompanying the

    computer equipment rented/leased is governed by the applicable Terms of Use of Software for Rental PCs, attached

    hereto.

    (2) Electronic Rental Terms of Use. Where COMPANY rents Rental PCs to individual end users, it may install asoftware routine on each Rental PC that, upon the initial opening screen after the Rental Customer turns on orotherwise begins use of the Rental PC, will display the entire text of the Rental Terms of Use to which theRental Customer must agree before it will be able to use the Microsoft products installed on the Rental PC. Theroutine will operate such that, if the Rental Customer agrees to be bound by the Terms of Use, they will pressY for Yes or the Enter key at the Yes or I Agree prompt (or a local language equivalent) at the end of the

    Terms of Use and the Rental PC will operate. In the event the Rental Customer enters any other response at theend of the software routines text or does not respond, the routine will not permit the Rental Customer to use theMicrosoft Products on the Rental PC.

    4.8 Reverse Engineering/Decompiling

    COMPANY shall not reverse engineer, decompile or disassemble the Microsoft Products.

    4.9 Use of Trademarks

    The appropriate trademark symbol (either "" or "" in a superscript following the product name) shall be used whenever a

    Microsoft Product name is first mentioned in any advertisement, brochure, or other material circulated or displayed byCOMPANY. During the term hereof, COMPANY may, in a retail setting, display COMPANYs status as a Microsoft

    Authorized PC Rental Company, provided that COMPANYs name is more prominently displayed than such phrase, and

    provided further, that MICROSOFT reserves the right to terminate at any time COMPANYs use of such phrase. The right to use

    such phrase does not include the right to use the Microsoft logo as part of the phrase. COMPANY does not have permission touse the Windows Logo without a license from MICROSOFT. Windows Logo license information can be obtained from

    http://www.microsoft.com/trademarksor by contacting Microsoft.

    5. Grant of rental/lease rights

    Notwithstanding anything to the contrary in the applicable Microsoft Product End User License Agreement, MICROSOFThereby grants to COMPANY the right to rent/lease Microsoft Products to its customers who simultaneously rent/lease from

    COMPANY Rental PCs on which the Microsoft Products have been installed, subject to all other terms and conditions contained

    in this Agreement. In addition, if COMPANY acquires Rental PCs from an OEM on which an OEM version of a Microsoft

    operating system (e.g., Microsoft Windows XP) is installed, MICROSOFT grants COMPANY the additional right to rent/leasethe Microsoft operating system product to customers who simultaneously rent/lease a COMPANY Rental PC on which such

    operating system is installed.

    6. Audits/Inspections

    In order to verify statements issued by COMPANY and COMPANYs compliance with the terms of this Agreement, during the

    Term and for two (2) years thereafter, MICROSOFT may cause (i) an audit to be made of COMPANYs books and records,

    and/or (ii) an inspection to be made of COMPANYs facilities and procedures. COMPANY shall maintain all relevant records

    on COMPANYs premises. Any audit and/or inspection shall be conducted during regular business hours at COMPANYs

    facilities, with five (5) business days prior notice. Any audit shall be conducted by an independent accountant from aninternationally recognized firm of chartered accountants selected by MICROSOFT. COMPANY agrees to provideMICROSOFTs designated audit or inspection team access to the relevant records and facilities. Notwithstanding anything

    contrary in Section 3.2, if an audit and/or inspection discloses COMPANYs breach of this Agreement, COMPANY shall be

    required to promptly acquire sufficient Microsoft Products, as required by section 4.2, to cover all unlicensed use disclosed by

    such audit; and COMPANY shall pay to MICROSOFT an amount equal to: (i) the reasonable expenses incurred in conducting

    such audit and/or inspection; plus (ii) an additional fee of fifteen percent (15%) of the then current estimated retail price for the

    Microsoft Product required to cover all unlicensed use. Such amounts shall be paid promptly upon receipt of an invoice from

    MICROSOFT. MICROSOFT reserves its right to terminate COMPANY, pursuant to Section 3.2.

    7. Limitation of Liability

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    There may be situations where COMPANY has the right to claim damages from MICROSOFT. Whatever the basis for

    COMPANYs claim (such as breach of contract or tort), MICROSOFTs liability will be limited to direct damages up to theamount COMPANY has paid for the Microsoft Products acquired under this Agreement giving rise to the claim.

    Neither MICROSOFT nor anyone else who has been involved in the creation, production, or delivery of the Microsoft Products

    which are the subject of this Agreement shall be liable for any indirect, consequential or incidental damages (including damages

    for loss of business profits, business interruption, loss of business information, and the like) arising out of the use or inability touse the Microsoft Products even if MICROSOFT has been advised of the possibility of such damages.

    COMPANY, ITS AFFILIATES AND FRANCHISEES SHALL NOT MAKE TO ANY RENTAL CUSTOMER ANY

    REPRESENTATION WITH RESPECT TO THE MICROSOFT PRODUCTS OR THE USE THEREOF EXCEPT AS IS

    EXPLICITLY SET FORTH IN THE RENTAL TERMS OF USE PROVIDED TO COMPANY. COMPANY HEREBY

    AGREES TO DEFEND, INDEMNIFY AND HOLD MICROSOFT HARMLESS FROM AND AGAINST ANY AND ALLCLAIMS ARISING AS A RESULT OF COMPANY'S AND/OR ITS AUTHORIZED INSTALLATION SITE(S)' IMPROPER

    INSTALLATION OF THE PRODUCT(S), ANY COMPUTER SOFTWARE VIRUS INTRODUCED BY COMPANY OR ITSAUTHORIZED INSTALLATION SITE(S) DURING THE INSTALLATION PROCESS, OR COMPANYS OR ITS

    AFFILIATES' OR FRANCHISEES' BREACH OF THE FOREGOING RESTRICTION.

    8. No Partnership or Agency

    Nothing in this Agreement shall be deemed to create or constitute a partnership, joint venture, agency, franchise, or contract of

    employment between MICROSOFT and COMPANY. .

    9. Entire Agreement

    This Agreement and attached Attachments, Schedule(s) and Amendments (if any) constitutes the entire agreement between

    MICROSOFT and COMPANY, and supersedes and terminates any and all prior agreements or contracts, written or oral, entered

    into between the parties relating to the subject matter hereof, including any provisions on COMPANYs purchase orders. Any

    representations, promises, or conditions in connection therewith not in writing signed by both parties shall not be binding uponeither party. This Agreement can be changed only by an amendment signed by both parties.

    10. Confidentiality

    The terms and conditions of this Agreement are confidential. Neither party will disclose such terms and conditions, nor thesubstance of any discussions that led to them, to any third party other than affiliates or agents, who: (a) have an actual need to

    know such information in order to assist the disclosing party in carrying out its duties or enjoying its rights hereunder; and (b)

    have been instructed by the disclosing party that all such information is to be handled in strict confidence. The parties will

    disclose such information to its employees only on a need-to-know basis. The parties will make no use of such information and

    know-how except under the terms and during the existence of this Agreement. The parties will use best efforts to ensure itsemployees compliance with this paragraph. The parties obligations under this paragraph shall survive any termination of this

    Agreement and shall extend to the earlier of such time as the information is public domain (through no breach of confidentialityobligation of either party) or three (3) years following the termination of this Agreement.

    11. No Assignment

    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns,provided that COMPANY may not assign its rights or obligations under this Agreement in any way without the prior written

    consent of MICROSOFT.

    12. Controlling Law

    This Agreement will begoverned by and construed in accordance with the laws of Ireland, and COMPANY consents tojurisdiction and venue in the courts sitting in Ireland. Process may be served on either party in the manner as is authorized by

    applicable law or court rule.

    13. Notices

    All notices, authorizations, and requests in connection with this Agreement shall be sent by post, express courier, facsimile, or

    email, in each case with confirmation of delivery, to the addresses and numbers shown in the introductory paragraph of thisAgreement. Notices shall be deemed delivered on the date shown on the postal return receipt or on the courier, facsimile or

    email confirmation of delivery.

    14. Survival

    Sections 3.2, 3.3, 4.5, 6, 7, 8, 10 and 12 of this Agreement will survive termination or expiration of this Agreement.

    15. Severability

    If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the

    remaining provisions shall remain in full force and effect.

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    IN WITNESS WHEREOF, the parties have signed this Agreement on the dates indicated below. This Agreement is not

    binding until executed by MICROSOFT.

    MICROSOFT IRELAND OPERATIONS LIMITED(MICROSOFT)

    By

    Name (please print)

    Title

    Date

    (COMPANY)

    By

    Name (please print)

    Title

    Date

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    Attachment AList of Microsoft Products available for rental or lease

    Product Name

    Microsoft Access

    Microsoft Excel

    Microsoft FrontPage

    Microsoft Internet Explorer

    Microsoft MapPoint

    Microsoft Office (Standard or Professional)

    MicrosoftPicture It

    Microsoft PowerPoint

    Microsoft Project

    Microsoft Publisher

    Microsoft Visio (Standard or Professional)

    Microsoft Windows

    Microsoft Word

    MicrosoftWorks

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    ATTACHMENT BTERMS OF USE OF SOFTWARE FOR RENTAL COMPUTERS

    THIS COMPUTER SYSTEM CONTAINS ONE OR MORE MICROSOFT PRODUCTS

    WHICH ARE LICENSED TO ______________________________________[Insert your company name].

    AS A CUSTOMER OF THE _______________________________________________[Insert your company

    name] THE RENTAL/LEASE AGREEMENT UNDER WHICH A RENTAL COMPUTER IS BEING PROVIDED TO

    YOU, REQUIRES THAT EACH USER OF A RENTAL COMPUTER IS BOUND BY THE FOLLOWING TERMS OFUSE OF SOFTWARE FOR RENTAL COMPUTERS

    THE MICROSOFT SOFTWARE PRODUCTS INSTALLED ON YOUR RENTAL PC ARE:

    1. USE OF THE MICROSOFT PRODUCTS. Your use of the Microsoft software product(s) identified above("SOFTWARE") is limited to use only on the Rental Computer on which it was installed by the company renting

    or leasing the computer. The SOFTWARE may not be transferred to another computer. The SOFTWARE is "inuse" on a computer when it is loaded into the temporary memory (i.e., RAM) or installed into the permanentmemory (e.g., hard disk, CD ROM, or other storage device) of that computer.

    2. COPYRIGHT. The SOFTWARE is owned by Microsoft or its suppliers and is protected by United Statescopyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE like any othercopyrighted material (e.g., a book or musical recording). You may not copy the software or written materials

    accompanying theSOFTWARE.3. OTHER RESTRICTIONS. You may not (i) rent or lease or otherwise make the SOFTWARE available to any

    other person or entity; (ii) reverse engineer, decompile, or disassemble the SOFTWARE; or (iii) make any use ofthe SOFTWARE not explicitly permitted by these terms of use.

    4. The SOFTWARE is licensed to the company which provided the Rental Computer. Your rights to use theSOFTWARE will expire immediately if the rights of that company to rent or lease Microsoft products aresuspended or revoked.

    NO WARRANTY

    SOFTWARE PROVIDED "AS IS". THE PRODUCTS, PRODUCT MATERIALS AND ANY OTHER

    SERVICES, MATERIAL AND SOFTWARE PROVIDED BY MICROSOFT TO YOU ARE PROVIDED

    "AS-IS" WITHOUT WARRANTY OF ANY KIND. NO OTHER WARRANTIES. Microsoft disclaims all

    warranties, either express or implied, including but not limited to implied warranties of merchantability and

    fitness for a particular purpose, with respect to the SOFTWARE, the accompanying written materials, and

    any accompanying hardware.

    NO LIABILITY FOR CONSEQUENTIAL DAMAGES. In no event shall Microsoft or its suppliers be liable

    for any damages whatsoever (including, without limitation, damages for loss of business profits, business

    interruption, loss of business information, or other pecuniary loss) arising out of the use or inability to use the

    SOFTWARE, even if Microsoft has been advised of the possibility of such damages. Because some

    jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the

    above limitation may not apply to you.

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    ATTACHMENT C

    Ownership Affidavit(If COMPANY acquires additional hardware or software during the term of the Agreement,

    please make additional blank copies of this Affidavit, complete & submit to MICROSOFT.)

    The purpose of this Ownership Affidavit (Affidavit) is to confirm that all products as described below are legally owned by the below named

    PC Rental Company (COMPANY). Notwithstanding anything to the contrary in the Microsoft Software Rental Agreement, MICROSOFT mayaudit the applicable records of COMPANY as is reasonable to verify COMPANY's compliance with the terms of this Affidavit.

    COMPANY INFORMATION

    Company Name: ____________________________________________

    Contact Name: _____________________________________________

    Address: __________________________________________________

    City: ______________________ Postal Code: ______

    Phone: __________________ Fax: ___________________

    OWNERSHIP INFORMATION

    In the event COMPANY acquires additional hardware or software, COMPANY agrees to submit an updatedAffidavit to MICROSOFT within thirty (30) days of acquisition.

    Please continue these lists in the same format on separate paper if necessary. Information will also be accepted on3.5 disk using Microsoft Excel for Windows in the same format.

    1. Total MICROSOFT OEM operating system software (OEM = Original Equipment Manufacturer)Title Version

    Quantity

    Microsoft Windows Professional XP

    Microsoft Windows Professional 2000

    Microsoft Windows 98

    Microsoft Windows 95

    Microsoft Windows NT

    2. Total MICROSOFT non-OEM operating system software (FPP = Full Packaged Product; MLP =Microsoft License Pack)

    Title Version FPP Quantity MLP Quantity

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    3. Total Hardware Rental EquipmentPC Manufacturer Model Quantity

    4. Copy Protection Devices/TechnologyManufacturer Model Quantity

    BUSINESS MODEL

    Please describe the market for the majority of your computer rental business.

    ____ __________________________________________________________________________________.

    A. SALES INFORMATIONThe purpose of this information is to justify continuance of the MICROSOFT Software Rental program and to betterunderstand the software rental/lease market in an attempt to create products better suited to your needs.MICROSOFT will hold all information in strict confidence.

    1. Prior Year Hardware Rental Revenues: $0-25,000 $25,001-50,000 $50,000-75,000$75,000+

    2. Prior Year Software Rental Revenues: $0-5,000 $5,001-10,000 $10,001-15,000$15,000+

    Prior Year MICROSOFTSoftware Rental Revenues: $0-5,000 $5,001-10,000 $10,001-15,000

    $15,000+

    3. Charge to rent MICROSOFT Office for: 1 day: $ 1 week: $ 1 month: $

    4. Length of COMPANYS average PC rental with Microsoft Software:

    1 week 1 month 6 months > 6 months

    5. What percent of PCs do you rent with MICROSOFT Office: 10% 11-25% 26-50%51-75% 76-100%

    6. Non-Microsoft software that you make available for rent:

    _____________________________________________________________________________________________________________________________________________________________________________________

    B. COMPANY OBLIGATIONSCOMPANY shall keep all proper and usual records pertaining to the items listed above, including, but not limited to

    applicable proof of ownership such as OEM Certificates of Authenticity, EULAs, MLP Licenses, Sales Invoices,

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    and in the case of hardware, Serial Numbers for each product. MICROSOFT may audit the applicable records ofCOMPANY as is reasonable to verify COMPANY's compliance with the terms of this Affidavit.____________________________________________________________________________________________

    APPLICANT CERTIFICATION:

    I declare that I am a representative of COMPANY, authorized to sign this Affidavit, and that the above

    information is true and correct to the best of my knowledge. Should any of the information change,

    COMPANY will submit a new Affidavit to MICROSOFT within 30 days of such change.

    ______________________________

    (COMPANY)

    By:

    Name (please print)

    Title

    Date

    Please include this Affidavit and any attached lists or disks with the Rental Agreement and send to:

    Microsoft Ireland Operations LimitedAtrium Building Block BCarmenhall RoadSandyford Industrial Estate

    Dublin 18IrelandAttention: EOC Licensing Contracts Dept.