Microsoft Dynamics Partner Registration Agreement

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Partner Registration Agreement March 2010 MRS - (English)

Cover Page

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Microsoft Dynamics Partner Registration Agreement

This Microsoft Dynamics Partner Registration Agreement (the “agreement”) is entered into by and between the undersigned partner (“you”, “your” or “partner”) and the undersigned Microsoft affiliate (“Microsoft” “we,” “us,” or “our”).

Partner Information Name of Organization*

Primary Contact Name* Title* Street Address*

City*

State/Province*

Phone* Country*

Postal Code*

Fax* Email Address*

Partner URL

MPN Account Number*

Partner to Complete (as applicable). Please note that if you are part of the programs listed below, you must ensure that your corresponding Account Numbers are included in the relevant sections.

SPLA Account Number ISV Royalty Account Number MBS Account Number

*Mandatory fields

By signing below you acknowledge and agree to be bound to the terms of this agreement. You will receive an acceptance notice to the email address indicated above with further instructions on the activation of the benefits included herein.

Partner Microsoft

Name of Partner Organization (please print)

Microsoft Regional Sales Corporation

Signature Signature

Name of person signing (please print)

Title of person signing (please print)

Date

Date Please return TWO SIGNED ORIGINALS of this Agreement to: Microsoft Regional Sales Corporation

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Cover Page

Page 2 of 7 Attn: Microsoft Dynamics Contracts team

438B Alexandra Road #04-09/12 Block B Alexandra Technopark Singapore 119968

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Terms & Conditions

Page 3 of 7 General Terms and Conditions

1. SCOPE. This agreement provides you the right to obtain the benefits described herein, provided you accurately indicate below the Microsoft Dynamics partnership category that best describes your business with us. You may select one or several partner categories depending on the different levels of relationship you have with us.

2. MICROSOFT DYNAMICS. For purposes of this agreement only, Microsoft Dynamics means adapting, customizing, developing, hosting, integrating, localizing or working with any of the following software products: Microsoft Dynamics® AX, Microsoft Dynamics GP, Microsoft Dynamics SL, Microsoft Dynamics NAV, Microsoft Dynamics Mobile, Microsoft Dynamics C5, Microsoft Dynamics CRM, Microsoft Dynamics Point-of-Sale, Microsoft Dynamics Retail Management System and Microsoft Dynamics Small Business Financials.

3. PARTNER CATEGORY.

a. Please check the box next to the partner category that best describes your business with Microsoft. You may check more than one option (mark at least one option). Except for the Microsoft Partner Revenue Recognition Program, your right to receive the benefits described herein does not depend on the partner category or number of partner categories you indicate below. We reserve the right to review the partner category of your choice pursuant to our records. We will notify you in case we determine that a different partner category more accurately

describes the nature of the business you pursue with us.

Independent Software Vendor (ISV) for Microsoft Dynamics

Means a Microsoft partner who as a substantive portion of its business model: (i) derives revenue from the repeated sale of its own, discrete or packaged software product (either through a channel or directly to end customers), (ii) follows a product release lifecycle with release dates, upgrades and versioning, and (iii) spends a significant part of its budget on research and development of discrete or packaged software products.

System Integrator for Microsoft Dynamics

Means a Microsoft partner who as a substantive portion of its business model (i) specializes in building computer systems intended for resale to an unrelated end user, by putting together software and/or hardware components from different vendors and whose software code development is limited to customize, to localize and/or to adapt those computer systems to the specific requirements of the end user, and (ii) derives revenue mainly from services related to custom software development and/or licensing of its intellectual property. Service Provider License

Agreement (SPLA) Partner with a Microsoft Dynamics software subscription.

Means a Microsoft partner who has signed a SPLA (or its successor program) and it currently provides or intends to provide subscription licenses for Microsoft Dynamics to end users.

Certified Partner For Learning Solutions (CPLS) for Microsoft Dynamics.

Means a Microsoft partner who has signed a CPLS addendum to the Microsoft Partner Network Agreement (or its successor program) and focuses on Microsoft Dynamics solutions.

Partner Development Center (PDC)

A Partner Development Center (PDC) means a Microsoft partner who has signed an agreement with Microsoft for the delivery of non-technical training and hands-on

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Terms & Conditions

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coaching on marketing, sales, and project management to other Microsoft partners (i) active on or willing to

participate in the Solution Provider Agreement (SPA) Program; or (ii) willing to develop prospective businesses with any of the Microsoft Dynamics software products. Consultant Means a Microsoft partner with specific expertise on

Microsoft Dynamics Solutions as shown by its

certifications, who charges a fee for providing advice or services to Microsoft Dynamics customers or SPA partners.

a. Please select the product line below that you work with.

Dynamics AX Dynamics C5 Dynamics NAV Dynamics GP Dynamics SL Dynamics CRM

The selection(s) you make will determine which product line(s) you will be presented with on PartnerSource.

4. BENEFITS. You have the right to obtain the benefits described below as long as you maintain an active membership in the Microsoft Partner Program (MSPP) with us throughout the term of this agreement. Your MSPP membership level should be at least at a registered level. Please mark below the benefits that you want to receive:

Access to PartnerSource located at https://mbs.microsoft.com/partnersource or any alternative site we may designate in its place.

PartnerSource is a Microsoft proprietary web portal that we make available to partners who focus on Microsoft Dynamics products and technology. It provides partners with information and tools designed to assist them with the delivery of Microsoft Business Solutions software to end-customers, including but not limited to access to product updates, downloads, training and marketing online materials, registration for special events and information-exchange opportunities with other partners.

You will not be able to elect this benefit if you have a current Microsoft Solution Provider Agreement or a Microsoft CRM Software Advisor Addendum, as these programs already provide to you access to PartnerSource.

PartnerSource is subject to our Microsoft Terms of Use.

Developer and Demonstration Licenses for the Microsoft Dynamics software products you select below (“Dev/Demo Licenses”):

Microsoft Dynamics AX Microsoft Dynamics C5 Microsoft Dynamics GP Microsoft Dynamics SL

Microsoft Dynamics NAV If you select this option, you may also sign the Add-on Applications Addendum for Microsoft Dynamics NAV, as this addendum allows you to develop separate add-on applications to Microsoft Dynamics NAV. To obtain more information on this program please click here

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http://www.microsoft.com/downloads/details.aspx?FamilyID=583A26FA-Partner Registration Agreement March 2010 MRS - (English)

Terms & Conditions

Page 5 of 7 9562-4C42-B8CE-FE64BCF7CB3C&displaylang=en.

Microsoft Dynamics C5 is available only in Denmark and Iceland.

You will have access to Dev/Demo Licenses for certain language versions included in the communication accompanying the delivery of the media or the welcoming email. We will fulfill a media kit containing the corresponding Dev/Demo Licenses to the address indicated in your Contact Information above, including without limitation, further information on available modules and restrictions applicable to usage and external products. All the Dev/Demo Licenses you receive under this Agreement will be restricted to a limited term of 1 year after activation thereof. If your Microsoft Partner Program membership is still active, you will receive an automatic renewal notice 30 days prior to the Dev/Demo License expiration date.

Any developer/demonstration licenses that are made available to you through other programs such as the Microsoft Developer Network Program (MSDN) are the copyrighted work of Microsoft and/or its suppliers and it is governed by the terms of the end user license agreement which accompanies or is included with the licensed software. You will be unable to install any licensed software that is accompanied by or includes a license agreement, unless you first agree to the license agreement terms.

You will not be able to elect this benefit if you have a current Microsoft Solution Provider Agreement or a Microsoft CRM Software Advisor Addendum, as these programs already provide to you the benefits described in this section.

Microsoft Dynamics Partner Revenue Recognition Program.

Depending on the partner category you fall into, you may be eligible to participate in the Microsoft Partner Revenue Recognition Program. As a participating partner, you will be able to register your sales and allow us to measure your impact on the Microsoft Dynamics business for recognition purposes. Nothing in this agreement is a guarantee that you will qualify for or be entitled to obtain the benefits described in the Microsoft Dynamics Partner Revenue Recognition Program.

Please visit

https://mbs.microsoft.com/partnersource/partneressentials/recognition/mdisvsellingrecognitioncredit.htm?printpa ge=false to view instructions on how to register indirect Dynamics customers and obtain further information about eligibility criteria for the Microsoft Dynamics Partner Revenue Recognition Program.

Please note you are already eligible for the Microsoft Dynamics Partner Revenue Recognition Program if you are a party to the Microsoft Solution Provider Agreement or the Microsoft CRM Software Advisor Addendum.

If you meet the eligibility criteria set forth in section 2, we will accept this agreement and send you a welcoming email to the email address indicated above, including your Registration Keys to access PartnerSource and further instructions on setting up your account in our internal systems (if applicable).

5. MICROSOFT PARTNER REVENUE RECOGNITION PROGRAM. If you do not elect the Microsoft Partner Revenue Recognition Program, you will not be eligible to obtain proper recognition pursuant to the Partner Club and the Inner Circle award programs.

6. CONFIDENTIALITY. The terms and conditions of this agreement are confidential, and any and all information identified by either party as “confidential” and/or “proprietary”, or which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary ("confidential

information"), will not be disclosed by the receiving party to any third party without the express consent of the other party except under the terms of this agreement for five (5) years following the date of its disclosure. These confidentiality obligations shall not apply to any information which, (i) became known to the receiving party from a source other than the disclosing party without breaching any obligation of confidentiality owed to the disclosing party, (ii) is, or becomes, available to the general public other than through a breach by the receiving party, or (iii) is developed through the independent efforts of the receiving party.

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Terms & Conditions

Page 6 of 7 7. NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE

DISCLAIM AND EXCLUDE ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF TITLE, NON-INFRINGEMENT, SATISFACTORY CONDITION OR QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY SERVICES, OR OTHER MATERIALS OR INFORMATION PROVIDED BY US.

8. LIMITATION OF LIABILITY, EXCLUSIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY

CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES LOSS OF PROFITS OR LOSS OF BUSINESS, FOR ANY MATTER RELATED TO THIS AGREEMENT, ANY SERVICES, OR ANY OTHER MATERIALS OR INFORMATION WE PROVIDE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. IN THE EVENT SERVICES OR MATERIALS ARE PROVIDED TO YOU FREE OF CHARGE, OUR TOTAL LIABILITY TO YOU WILL NOT EXCEED US$5.00 OR ITS EQUIVALENT IN LOCAL CURRENCY. THIS EXCLUSION OF LIABILITY DOES NOT APPLY TO EITHER PARTY’S LIABILITY TO THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATION, THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR IN THE EVENT OF FRAUD, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT. 9. TERM AND TERMINATION. This agreement will take effect on the date we accept this agreement (“effective date”) and will continue for one year from the effective date (“term”), unless terminated earlier. This agreement will renew automatically on an annual basis unless either party notifies in writing to the other its intent not to renew 90 days prior to the expiration date. Either party may terminate this

agreement at any time, without cause, upon 90 calendar days’ notice. If the agreement is terminated as described in this section, neither party will be responsible to the other for any costs or damages that are a direct result of the termination. Either party may terminate this agreement immediately if the other party is in material breach or default of any obligation that is not cured within 30 calendar days notice of such breach, including but not limited to infringement of intellectual property rights. We will immediately

terminate this agreement if you fail to maintain your membership status in MPN. Disclosure of confidential information, misappropriation of the other party’s intellectual property, insolvency, bankruptcy or other similar proceedings, are also grounds for immediate termination.

10. GOVERNING LAW & JURISDICTION. This agreement is governed by the laws of your principle place of business as identified on the cover page (i) if your principal place of business is located in Australia or its external territories, Hong Kong, India, Indonesia, Malaysia, New Zealand, Philippines, Singapore, Thailand or Vietnam, this agreement is construed and controlled by the laws of Singapore and you consent to the non-exclusive jurisdiction of the Singapore courts; (ii) if your principal place of

business is located in Bangladesh, India, Indonesia, Philippines, Sri Lanka, Thailand or Vietnam, any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, must be referred to and finally resolved by arbitration in Singapore under the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”), which rules are deemed to be incorporated by reference into this section. The Tribunal shall consist of one arbitrator to be appointed by the Chairman of SIAC. The language of the arbitration will be English. The decision of the arbitrator will be final, binding and incontestable and may be used as a basis for judgment thereon in India, Indonesia, Philippines, Thailand or Vietnam (as appropriate), or elsewhere; (iii) if your principal place of business is located in the Republic of Korea, this agreement will be construed and controlled by the laws of the Republic of Korea, and you consent to exclusive original jurisdiction and venue in the Seoul District Court; (iv) if your principal place of business is located in Taiwan, this agreement will be governed by and construed under the laws of Taiwan. The parties hereby designate the Taipei District Court as the court of

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Terms & Conditions

Page 7 of 7 first instance having jurisdiction over any disputes arising out of or in connection with this agreement; and (v) if your principal place of business is located in a country not listed in this section, the agreement is construed and controlled by the laws of Singapore and you consent to the non exclusive jurisdiction of the Singapore courts. Notwithstanding, this does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

11. MISCELLANEOUS. This agreement constitutes the parties’ entire agreement concerning the subject matter hereof, and supersedes any other prior and contemporaneous communications. All notices, authorizations, and requests given or made in connection with this agreement must be sent by post, express courier, or facsimile to the addresses indicated by both parties. Notices will be deemed delivered on the date shown on the postal return receipt or on the courier, or facsimile confirmation of delivery. You may not assign this agreement without our written consent, which consent will not be unreasonably withheld. If a court holds any provision of this agreement to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties will amend the agreement to give effect to the stricken clause to the maximum extent possible. No waiver of any breach of this agreement will be a waiver of any other breach, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party. It is the express wish of the parties that this agreement be drawn up in English. C’est la volonté exprèsse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.