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and systems. Such confidentiality agreement between Enrolled Affiliate and auditor must be completed within fourteen (14) days of such request, and shall not restrict the ability for the independent auditor to accurately verify compliance and share the resulting information with Microsoft. Any information collected will be used solely for purposes of determining Enrolled Affiliate's compliance. This verification will take place during normal business hours and the auditor will make best efforts not to interfere with Enrolled Affiliate's operations during the course of the audit. c. Remedies for non-compliance. If verification reveals any use of Products without applicable license rights, then within 30 days Enrolled Affiliate must order sufficient licenses to cover its use, and, if such use or distribution is determined to be in excess of Enrolled Affiliate's existing licenses by 5% or more of the audited environment(s) in aggregate, then Enrolled Affiliate must reimburse Microsoft for the costs Microsoft incurred in obtaining the verification and acquire the necessary additional licenses. Such licenses will be obtained at 125% of the price, based on the then -current price list. The use percentage is based on the total number of Products used without applicable liscense rights (as described above) compared to the total Product use. If it is verified that Product use is sufficiently licensed, Microsoft will not require the Enterprise to engage in another verification for at least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce its rights under these Additional Use Rights and Restrictions or to protect its intellectual property by any other legal or contractual means. + m 14. Miscellaneous. a. Use of contractors. Microsoft may use contractors to perform services but will be responsible for their performance subject to the terms of this Agreement. b. Microsoft as independent contractor. The parties are independent contractors. Enrolled Affiliate and Microsoft each may develop products independently without using the other's Confidential Information. c. Notices. Notices to Microsoft must be sent to the address on the signature rm. Notices must be in writing and will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft may provide information to Enrolled Affiliate about upcoming ordering deadlines, services, and subscription information in electronic form, including by email to contacts provided by Enrolled Affiliatemails will be treated as delivered on the transmission date.,m.» d. Agreement not exclusive. Customer is free to enter inti ,use or promote non -Microsoft products. e. Amendments. Any amendment to this Agreement must uted by both parties, except that Microsoft may change the Product Terms and ;!;Rights from time to time in accordance with the terms of this Agreement. 4ap. o c g terms and conditions contained in an Enrolled Affiliate's purchase order will not rosoft may require Customer to sign a new agreement or an amendment before an Ed ffiliate enters into an Enrollment under this agreement. f. Assignment. Either party may assi th A ment to an Affiliate but must notify the other party in writing of the assignment. A roposed assignment must be approved by the non -assigning parry in writing. Am will not relieve the assigning party of its obligations under the assigned agreement, attempted assignment without required approval will be void. (� g. Applicable law; dispute a iRfon. The terms of this Agreement will be governed by the laws of Customer's s giving effect to its conflict of laws. Disputes relating to this Agreement will be su licable dispute resolution laws of Customer's state. \or EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 10 of 11 Document X20-10211 132