MICROSOFT CORPORATION

Microsoft Customer Agreement (Online Services / Azure)

About this Contract

The Microsoft Customer Agreement (MCA) governs purchases of Microsoft cloud
services (Azure, Microsoft 365, Dynamics 365, Power Platform).

Microsoft Customer Agreement (Online Services / Azure)

This Agreement (the “Agreement”) is entered into as of [EFFECTIVE
DATE] (the “Effective Date”) by and between:

MICROSOFT CORPORATION, One Microsoft Way, Redmond, WA 98052
(“Microsoft”), and [CUSTOMER] (“Customer”).

Each a “Party” and collectively the “Parties”.

RECITALS

WHEREAS, Customer wishes to purchase Microsoft Online Services for use by
its end users.

NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:

1. Definitions

“Online Services” means the cloud services listed in
Customer’s Order. “Product Terms” and “Data Protection
Addendum” are incorporated by reference.

2. Use Rights

Microsoft grants a non-exclusive, non-transferable, limited right to use
Online Services solely for Customer’s internal business operations and
per the Product Terms.

3. Orders, Pricing, and Term

Subscription term and price set per Order. Auto-renewal unless cancelled.
Reservations and savings plans (Azure) lock pricing for 1 or 3 years.

4. Payment

Net 30 from invoice. Late payments accrue 1.5%/month.

5. Customer Data

Customer owns Customer Data. Microsoft processes Customer Data only to
provide Online Services per the DPA. Microsoft will not access Customer Data
except as needed to operate the service or with Customer’s consent.

6. Security and Compliance

Microsoft maintains administrative, physical, and technical safeguards (ISO
27001, SOC 1/2, FedRAMP, HIPAA BAA available).

7. SLAs

Service-specific SLAs (e.g., 99.9% Azure VM, 99.9% Microsoft 365). Service
credits as sole and exclusive remedy.

8. IP

Each party retains its IP. Customer grants Microsoft limited license to host
and process Customer Data. Microsoft Copilot Customer Copyright Commitment
may apply.

9. Confidentiality

Mutual confidentiality, 5 years post-termination.

10. Warranties / Disclaimer

Online Services will perform substantially per the SLA. Otherwise AS IS, no
implied warranties.

11. Indemnification

Microsoft defends Customer for IP claims arising from Online Services.
Customer defends Microsoft for Customer Data and Customer’s use
violating law.

12. Limitation of Liability

Cap at 12 months of fees paid for the affected service. Excludes IP
indemnification, confidentiality, willful misconduct.

13. Termination

For cause (material breach unremedied 30 days). Customer may end
subscription at end of term. Effects: data export window of 90 days
post-termination.

14. General

Washington state law. Disputes in King County Superior Court or W.D.
Washington.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.

MICROSOFT CORPORATION: By: ____________________________ Name: __________________________ Title: ___________________________ Date: ___________________________

COUNTERPARTY: By: ____________________________ Name: __________________________ Title: ___________________________ Date: ___________________________