1.  ELIGIBILITY
a. The "MicrosoftPartnerEvents.com” partner Web site and other opportunities detailed in this agreement (the "Program") are only open to companies participating in the Microsoft partner program at one of the following three program levels—(i) Registered Members, (ii) Microsoft Certified Partners, or (iii) Microsoft Gold Certified Partners. Each participant in the Program is referred to as the “Participant”).
b. The Participant agrees to comply with all of the terms and conditions contained in this agreement (the "Agreement")

2.  PROGRAM ACCESS ACCOUNT
a. Microsoft Corporation (“Microsoft”) will provide the Participant with a user name and password to access the Program.
b. The Participant shall not disclose his/her user name and password to any other person or entity, and agrees to immediately notify Microsoft in the event of any unauthorized disclosure of the same.
c. The Participant agrees to remain within the authorized capabilities of his/her account. Microsoft will immediately terminate the Program account privileges of any Participant who attempts to gain unauthorized access into another person's corporate account or any restricted area of the Program network.

3.  DESCRIPTION OF PROGRAMS AND RELATED BENEFITS AND RESPONSIBILITIES

As a Participant, you may have the opportunity to participate in one or more of the following event types.  For Event Types 2-5, a Microsoft Account Representative will send you email detailing the date, time, location, subject matter, and any other event-related details.

a.  Event Type #1:  Participant-led, Participant-funded

Who can participate:  all Participants who accept this Agreement

Microsoft will provide:

·          Microsoft will provide use of www.MicrosoftPartnerEvents.com and www.ClickToAttend.com, our event management and customer registration Web sites, respectively.  The www.MicrosoftPartnerEvents site is partner-facing only.  The www.ClickToAttend site is customer-facing and is intended for event registration.  Registration sites will be co-branded with Microsoft and Participant branding. 

o         Using these sites, Participant can:

§          collect attendee registration information in a privacy-compliant manner

§          access registration information 24 hours a day

§          provide a dual-branded Web site that displays both the Participant and Microsoft logos

·          After customers register for a Participant event on the www.ClickToAttend site, the Program will send e-mail messages to event registrants to confirm event registration, provide pre-event reminders, and provide post-event follow-up in the form of either a “sorry we missed you” or “thanks for coming” message.

Participant agrees to:

·          Take full responsibility for all aspects of the event including demand generation, content preparation, delivery and follow up.

·          Provide ongoing updates on opportunities generated through the event using Partner Central.

b.  Event Type #2:  Participant-led, partially Microsoft-funded

Who can participate:  all Participants who accept this Agreement and receive an Event Support Offer via email from a Microsoft Representative offering funding for Microsoft Partner Event Services.

This event type offers the same benefits as Event Type #1, with the added benefit that Microsoft will fund certain aspects of the event.  Microsoft may choose to provide one or more of the following services at its discretion:

·          From time to time Microsoft may provide the Participant with various types of Program collateral including seminar materials, customer kits, invitations and product information (“Collateral”). The types of Collateral and the manner in which they can be used by the Participant will be communicated to the Participant on the Program Web site located at MicrosoftPartnerEvents.com.

·          Web-Based Registration Site With E-Mail Reminders

o         Microsoft will provide use of www.MicrosoftPartnerEvents.com and www.ClickToAttend.com.

·          Event Care Package

o         Notepads and pens with Microsoft logo

o         Evaluation forms with instructions and return shipping envelope

o         Sweepstakes item to encourage people to complete the evaluation forms. Evaluation forms are handed in and used as the sweepstakes entry.  Note:  Participant is responsible for complying with all applicable laws and regulations governing the running of a sweepstakes. 

o         GTM or campaign specific materials, when available (e.g. whitepapers, trials, collateral)

·          Event Presentation Content

o         Microsoft offers approximately twenty event topics ready to be presented or to be used as content within Participant’s presentation.

·          Presentation Training

o         Microsoft offers live and recorded webcasts to help Participant learn how to deliver the various presentations available on the MicrosoftPartnerEvents.com site.

·          Event Marketing Training

o         Microsoft offers live and recorded webcasts to provide Participant with ideas for ways to generate demand for Participant-led events.

·          Funding and Logistics Support For Venue, AV, And Catering

o         Microsoft may arrange for and provide funding for the venue, AV, and catering for the Participant event.  With this service a Microsoft Event Coordinator collects the requirements for the event logistics, book the event, and provide confirmation back to Participant.

·          Telemarketing Calls and List

o         Microsoftmay provide telemarketing calls to approximately 1500 contacts.

o         Additional requirements:

§          List rental through Microsoft’s preferred list broker is included. The telemarketing services must be delivered by a Microsoft preferred telemarketing service provider selected by the Microsoft Ready-to-Go Marketing Events team.

§          No outside telemarketing firms may be used for this service.

Participant agrees to:

·          Generate demand for the event by promoting the event to customers, prospects, and new audiences

·          Present live event on the pre-determined campaign topic within the specified geography and time period

·          Use evaluation forms provided in the event care package to collect feedback on the event

·          Return evaluation forms using the pre-addressed shipping envelope so that Microsoft may tabulate Participant’s evaluation information and enter the information into Siebel and Partner Central for sales follow-up by Participant

·          Provide ongoing updates on opportunities generated through the event using Partner Central

c.  Event Type #3:  Microsoft-led, Participant is a co-presenter

Who can participate:  all Participants who accept this Agreement and receive an Event Opportunity invitation via email to present at a Microsoft event from a Microsoft Account Representative.

Microsoft provides:

·          Web-based registration site With e-mail reminders

·          4 hours of content, delivered by a Microsoft presenter

·          Demand generation

·          Event marketing training

·          Venue, AV, and catering

·          Date and time for Participant to present  

Participant agrees to:

·          Provide additional demand generation for the event by promoting the event to customers, prospects, and new audiences.

·          Review slide deck with the Microsoft presenter two weeks prior to the event

·          Present a case study to the event audience.

·          At Participant’s option, Participant may also set up a table at the event venue to distribute information about its products and services.

·          Complete an online evaluation about their experience as a co-presenting partner

·          Provide ongoing updates on opportunities generated through the event using Partner Central.

4.  REIMBURSEMENT

Microsoft may in some cases grant Participants reimbursement funding for event services that Participants contract with third parties to perform.  Reimbursement funding will be provided at Microsoft’s discretion and only in connection with Microsoft’s reimbursement guidelines.  The reimbursement guidelines are attached to this Agreement as Exhibit A, and will govern the appropriate use of the funds, the process and requirements for pre-approval, and the process and requirements for reimbursement.  Any questions should be directed to Participant’s Microsoft Ready-to-Go Marketing Events Event Manager or to mpepmr@microsoft.com.

5.  PARTICIPANT WARRANTIES
The Participant warrants that:

a. The Participant’s access to the Program and use of the Collateral will not violate any agreement of obligation between the Participant and a third party;
b. Prior to distributing any Collateral to any customer on his/her customer list, the Participant has obtained the customer’s consent and complied with all applicable laws, to send such Collateral to the customer; and
c. All collection, use and disclosure of any information about an identifiable individual ("personal information") on his/her customer lists has been performed in accordance with all applicable laws and regulations. In particular, the Participant has only collected personal information with customers’ prior knowledge and informed consent for those purposes which are specifically identified and reasonable ("Identified Purposes"). All of the Participant’s use of customers’ personal information has been in accordance with Identified Purposes. The Participant has not disclosed any customer’s personal information to any third party except as necessary to perform the Identified Purposes or with the customer’s prior consent.
d. The Participant will provide contact information for the purposes of allowing customers to notify the Participant that they wish to withdraw their consent to receive Collateral from the Participant and/or Microsoft and its suppliers. Upon receiving such notice, the Participant will notify Microsoft and its suppliers that no additional Collateral should be distributed to such customer. The Participant agrees that it will not directly or indirectly distribute any additional Collateral to customers that have provided notice of their withdrawal of consent to the Participant and/or Microsoft and its suppliers.

e. The Participant will provide a privacy statement for the Microsoft/Participant co-branded Web site on MicrosoftPartnerEvents.com.  The Participant’s privacy statement will comply with industry-standard privacy guidelines and practices including, without limitation, guidelines and practices recommended by the Better Business Bureau Online (BBB Online), Online Privacy Alliance or TRUSTe.

f.  The Participant will prominently post its privacy policy next to the data collection area at any event where it is collecting personal information of event attendees.  The privacy policy will be conspicuous and readily accessible to event attendees if personal information is collected.  Participant’s privacy policy will meet or exceed all applicable laws, rules or regulations governing the use of such information. 

g.  Any materials created, distributed, and/or presented by Participant at any event does not (i) infringe any copyrights, patent, trade secret, or other proprietary or legal right held by any third party; (ii) contain libelous or unlawful statements; or (iii) infringe or violate any right of privacy or other right of any person.

6.  PARTICIPANT OBLIGATIONS
a. The Participant’s use of the Program and distribution of Collateral will comply with all applicable laws and regulations. Without limiting the generality of the foregoing, the Participant agrees that all collection, use and disclosure of personal information in association with the Program will be in compliance with all applicable laws and regulations, including the specific requirements outlined in Section 5.
b. The Participant agrees to follow all Microsoft policies, guidelines and directives regarding the protection of privacy rights, as provided by Microsoft, from time to time.
c. The Participant will not alter or attempt to alter the Collateral. In respect of any seminar materials included in the Collateral, in presenting the materials the Participant shall not substantially deviate from the content or structure of the seminar. The Participant will not include, or incorporate into, any additional offers, representations, warranties or guarantees of any kind with the Collateral. Without limiting the generality of the foregoing, the Participant agrees to not include any representations regarding product prices in or with the Collateral.

d.  For any sweepstakes or other promotions held by Participant, Participant is responsible for complying with all applicable laws and regulations governing the running of the promotion. 

e.  For Event Type #1 (i.e. Participant-led, Participant-funded), Participant is responsible for ensuring the event complies with the Americans with Disabilities Act.

7.  INTELLECTUAL PROPERTY RIGHTS
Microsoft grants to the Participant a non-exclusive, revocable license to use the Collateral solely for the purpose of promoting Microsoft’s products. This Agreement does not grant the Participant any right, title, interest, or license in or to any of Microsoft or Microsoft Corporation’s names, word marks, logos, logotypes, trade dress, designs, or other trademarks. Participant shall not make any modifications to any trademarks or logos of Microsoft included in the material as provided by Microsoft.

8.  PAYMENT TERMS
If applicable any rates chargeable by Microsoft or its suppliers for the Program or the Collateral will be available on the Program Web site and may be updated by Microsoft from time to time. The Participant agrees to make full payment for the Program or the Collateral in advance. Payment for the Program must be made on the Program Web site using an accepted credit card. Access to the Program is subject to the authorization of the Participant’s credit card payment.

9.  NON-DISCLOSURE PROVISIONS
In consideration of Microsoft's grant of Program account privileges and the Program, the Participant agrees that, at all times during his/her participation in the Program and thereafter, the Participant expressly undertakes to retain in strictest confidence and agrees not to use for any purpose other than his/her business association with Microsoft, nor disclose to anyone outside of Microsoft without the express written authorization of an officer of Microsoft, any confidential or proprietary information of Microsoft, including but not limited to:
(a) data, concepts, techniques, processes, designs, circuits, cost information, computer programs, formulas, development or experimental work, work in progress, and other technical know-how, financial, marketing and other business information, or any other trade secrets of Microsoft disclosed to the Participant by Microsoft or obtained by the Participant through observation or examination of Microsoft operations, customers or suppliers, including the identity of such customers or suppliers; and
(b) any information Microsoft has received from others that Microsoft is obligated to treat as confidential or proprietary.
If the Participant has any questions as to what comprises such confidential or proprietary information, the Participant agrees to consult with Microsoft. The information protected by this paragraph includes all information and know-how transmitted to the Participant by Microsoft that Microsoft has designated as proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential.

10.  LIMITATION OF LIABILITY
a. Microsoft and its affiliates, successors, officers, directors, employees, and suppliers assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction to or unauthorized alteration of the content form or any electronically transmitted information in furtherance of the Program. Microsoft is not responsible for (i) any problems or technical malfunctions of any telephone network or lines, computer on-line systems, servers, or providers, computer equipment, software; or, (ii) the failure of any e-mail to be received by Microsoft on account of technical problems or traffic congestion on the Internet or at the Program Web site.
b. Microsoft and its affiliates, successors, officers, directors, employees, and suppliers make no representation about the suitability, reliability, availability, timeliness, and accuracy of the Collateral for any purpose. All such content is provided "as is" without warranty of any kind. Microsoft and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this content, including all implied warranties and conditions of merchantable quality, fitness for a particular purpose, title and non-infringement.
c. In no event shall Microsoft or its affiliates, successors, officers, directors, employees, or suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Program, with the delay or inability to use the Program, the provision of or failure to provide the Program, or for any Collateral or other benefits obtained through the Program, or otherwise arising out of the use of the Program, whether based on contract, tort, negligence, strict liability or otherwise, even if Microsoft or any of its suppliers has been advised of the possibility of damages. If the Participant is dissatisfied with any portion of the Program, or with any of these terms and conditions, the Participant’s sole and exclusive remedy is to discontinue using the Program.

11.  INDEMNITY
The Participant agrees to indemnify, pay the defense costs of, and hold Microsoft, Microsoft Corporation, and their affiliates, successors, officers, directors, employees, and suppliers harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses and damages (including legal fees) arising out of, or in connection with (i) the Participant’s use of the Program, (ii) any claim or complaint relating to the violation of any person’s privacy rights, or (iii) any other claim that, if true would constitute a breach of the Participant’s warranties and/or obligations as set forth in this Agreement.

12.  TERMINATION
a. Microsoft reserves the right, in its sole discretion, to terminate the Participant’s access to and use of the Program without cause upon ten (10) business days written notice. In the event of a breach of the obligations under Sections 5, 6, 7, or 9, Microsoft shall have the right to terminate the Participant’s access to and use of the Program immediately upon written notice to the Participant.
b. Microsoft may vary or cancel the Program at any time, at its sole discretion, upon reasonable notice which shall be posted on the Program Web site.

c.  Without limitation to its rights under this Section 12 or any other rights it has under this Agreement, Microsoft reserves the right to cancel any single event of Event Types 3, 4, or 5 in the event of an unforeseen occurrence such as:

o         Inclement weather

o         A “force majeure” occurrence such as a natural disaster or action or decree of a governmental body, including without limitation, acts of God, acts of a public enemy, labor disputes or strikes

In the event of such a cancellation, any expenses incurred by the Participant will not be reimbursed by Microsoft.

d. In the event of termination of this Agreement for any reason, Sections 9, 10, 11, 12(d), and 13 shall survive termination.

13.  GENERAL
a. This Agreement is governed by the laws of the State of Washington and the laws of the United States applicable therein, and the Participant consents to the exclusive jurisdiction of the State of Washington Courts or the Federal Court of the United States . The Participant agrees that no joint venture, partnership, employment, or agency relationship exists between the Participant and Microsoft as a result of this Agreement or use of the Program.
b. Microsoft may assign this Agreement, in whole or in part, at any time. Microsoft's performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Microsoft's right to comply with governmental, court and law enforcement requests or requirements relating to the Participant’s use of the Program or information provided to or gathered by Microsoft with respect to such use.
c. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
d. This Agreement and any Program emails sent by Microsoft Account Representatives in connection with an event opportunity constitute the entire agreement between the Participant and Microsoft with respect to the Program and such Agreement supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the Participant and Microsoft with respect to the Program. A printed version of this Agreement and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.