Services Provider License Agreement - SPLA Software Services for third parties SPLA-License program enables Software Services for third parties on subscriber base, if customer decide not to buy their own licenses. For these Software Services other Volume Licenses like EA, Select, OV or Open License cannot be used, limitations are:  No Commercial Hosting  No Leasing and Renting  No Software Services with VL-Licenses

Customer is licensed via Enterprise Agreement (EA), Select License, Open License, Full Packaged Product (FPP), OEM Customer Deployment Scenarios In-house Deployment Customer A Customer C Customer Owns Licenses; Outsourcer Acquires Licenses Dedicated Server Hosting Option 1Option 2Option 3 Outsourcer’s Data Center Outsourcer Owns and Acquires Licenses Customer Owns and Acquires Licenses Licensing Options Customer B Customer is licensed via EA/Select License Customer is licensed via Select License; Outsourcer signs Outsourcer Enrollment Outsourcer must sign the SPLA (cannot use their own EA/Select License) Shared Hosting Outsourcer's Data Center Customer ACustomer B Outsourcer Owns and Acquires Licenses Outsourcer must sign the SPLA (cannot use their own EA/Select License) Licensing Options Outsourcing; Hosting; Software Services Customer Deploys Server and Software on Premise

SPLA vs. SELECT Extranet Licensing Third Party Services External Connector Internal VL HVS ISV SPLA OEM Select EA Open Select EA Open SPLA (50% Max.) 4

Microsoft Licensing Options Overview An organization uses Microsoft products for its own business purposes and to create or access its own proprietary information. These agreements grant customers perpetual licenses, with the exception of subscription- based agreements. Internal Use Licenses (EA, Select License, Open License) Licensee: End Customer LAR End CustomersOutsourcers End Customers Licensee: End Customer Outsourcers Licensee: End Customer End Customers Outsourcer EnrollmentExternal Connector Services Provider License Agreement (SPLA)) An organization offers software services to its customers through servers connected to the Internet or a private network. Microsoft products are used to provide these services. Examples: Web hosting, applications hosting, and messaging services. An External Connector License is an alternative to Client Access Licenses (CALs). It gives organizations the right to permit an unlimited number of external users access to certain Microsoft server products. ―External users are users that are neither (i) the entity or the entity ’ s affiliates ’ employees, nor (ii) the entity or the entity ’ s affiliates ’ onsite contractors or agents. The External Connector License cannot be used by licensees to provide software services or to otherwise provide access to a Microsoft product where access to the Microsoft product is the primary benefit. Outsourcer Enrollment gives authority to a third party to purchase licenses on behalf of its Select License customers. The customer is the licensee of the Microsoft products acquired under the Outsourcer Enrollment for the term of the agreement. Licensee: Services Providers End Customers Outsourcers

From datacenter Software Services will be offered to customers via Internet, Private Network or Telephone network Microsoft-Produkte can be licensed for commercial reasons to allow customers to access Servers. Software Services under SPLA 6

SPLA - Customer Facility Installation Service Provider can install a Service Device on premise at the customer site.  This device can only be used to faciliate the Software Services (Hosting).

SPLA - Internal Use Licensing It is possible to use SPLA for internal Licensing, up to a max. of 50 % of the external licensed software of a single product.

Software Services – Renting SPLA Rental on Service Devices  Rental of local installed Microsoft Software to third parties including PC is allowed.  Local Installation of Office Professional Plus 2007 and Windows Vista Business Upgrade are possible on one single PC (Service Device)

SPLA 2008 MBSA Integration This Contractual change will mainstream SPLA into VL. It will simplify the SPLA Agreement, and will make it easier for the SPLA Partner to purchase Premier/Professional Support from Microsoft. 10 Old New Oct 08 MBSA Select EA SPLA ISV

Versions: New for FY2008 Program versioning will align with fiscal year o Example: SPLA agreement will be labeled as the SPLA 2008 agreement rather than the SPLA 3.0 agreement Drivers for this change:  Highlight the annual refresh as a rhythm of the business  Remove the stigma of 5.0 to 6.0 to 7.0 with partners and customers  Align with product versioning 11 Benefits -  Alignment with Product release naming  Alignment of cross-program documents  (e.g. SPLA Agreement to MBSA)  Consistent communication to channel and field  Simplified introduction of Select Plus program  Market prepared for full scope of Laminar platform  De-emphasized agreement versions

2008 High Level Refresh Changes High Level Agreement Changes  SPLA and ISVR programs now use the commercial signature form Signature form enables single signing event  Contract terms modified Company and Customer changed to Customer and End User  Table of contents added to agreement  Summary titles modified based upon recent updates. 12

Signature Form Detail Program type: Choose program type from drop-down list (e.g. ISVR or SPLA). 13 MBA/MBSA number: Reseller or Software Advisor will complete if there is already an active MBA or MBSA (Microsoft will invalidate agreements submitted with incorrect numbers). Microsoft will complete if a new MBSA is listed in the summary table. Agreement Public Customer Number (PCN): Reseller or Software Advisor completes. Microsoft will complete if the customer is new to Volume Licensing. Proposal ID: Microsoft will complete. Completed only if there are concessions.

Results of MBSA Alignment 2.3 Agreement = 23 Pages 2008 Agreement = 15 Pages 1. How Compliance is verified 2. Limited Warranty 3. Defense of Infringement and misappropriation claims 4. Limitations and exclusions of liability 5. Compliance with laws 6. Confidentiality 14 SPLA Reduction in page length Sections removed by program agreement

Additional SPLA Allignment Product Downloads available to SPLA Partner Like Select EA Customers, SPLA partner can download software instead of ordering fulfillment media. Important Issue for CEE and MEA due to Custom Issues Microsoft Virtualization Enhancement Softgrid for Desktops is available for SPLA, but not for virtualization of MS Office Microsoft Confidential15

2. Business Productivity Online Suite  What is BPOS  Overview of SPLA Changes  Product Offering Changes  Pricing Changes  Bring Your Own CAL (BYOC) Microsoft Confidential16

Software As A Service - ProgramsMicrosoft Online Services Program (MOSP) Partner Services (SPLA / HVS) 17

What is BPOS? BPOS: Microsoft Business Productivity Online Suite BPOS Standard: small-mid-market customers BPOS Dedicated: enterprise customers >5K seats Microsoft Confidential18

SPLA Changes with BPOS Microsoft has obligation to offer pricing & product parity to SPLA partners that are offering services similar to BPOS Should not be confused with partners actually reselling BPOS Product/pricing changes in November SPUR & Price Lists worldwide BPOS launches in US in November January-March 2009 Internationally (Selective Countries) Microsoft Confidential19

SPLA Product Offering Parity Business Productivity Suite SKU will be added Exchange Standard OCS Standard MOSS Standard Live Meeting Standard MAPI will be included in Exchange Standard SKU vs. Exchange Standard Plus (and higher) SKUs. Outlook & Entourage will still require the Standard Plus or higher SKUs Impact will be with end customers that have their own license for Outlook/Entourage Bring Your Own CAL (“BYOC”) discounted SKUs will be added Allows purchasing of discounted SALs if end customer owns Software Assurance on server CALs in VL Price discounts are substantial (in most cases >50%) Microsoft Confidential20

Microsoft Confidential21

BYOC SALs for SA in SPLA Business Productivity Standard Suite SAL (for Core CAL Suite SA) Business Productivity Standard Suite SAL (for Enterprise CAL Suite SA) Hosted Exchange Standard SAL Office SharePoint Server Standard SAL Core CAL Suite Core CAL Suite Office Communications Server Standard SAL Office Live Meeting Standard User SAL Enterprise CAL Suite Enterprise CAL Suite Exchange Server 2007 Standard CAL, or Exchange Server 2007 Standard CAL, or Core CAL Suite, or Core CAL Suite, or Enterprise CAL Suite Enterprise CAL Suite Exchange Server 2007 Standard CAL, or Exchange Server 2007 Standard CAL, or Core CAL Suite, or Core CAL Suite, or Enterprise CAL Suite Enterprise CAL Suite Office SharePoint Server 2007 Standard CAL Core CAL Suite, or Core CAL Suite, or Enterprise CAL Suite Enterprise CAL Suite Office SharePoint Server 2007 Standard CAL Core CAL Suite, or Core CAL Suite, or Enterprise CAL Suite Enterprise CAL Suite Office Communications Office Communications Server 2007 Std CAL, or Enterprise CAL Suite Enterprise CAL Suite Office Communications Office Communications Server 2007 Std CAL, or Enterprise CAL Suite Enterprise CAL Suite Office Communications Server 2007 Office Communications Server 2007 Standard CAL, or Enterprise CAL Suite Enterprise CAL Suite Office Communications Server 2007 Office Communications Server 2007 Standard CAL, or Enterprise CAL Suite Enterprise CAL Suite SAL for SA (SPLA) Qualifying CAL (VL) 22 Only one SAL for each qualifying CAL purchased w/ SA

BYOC Pricing Microsoft Confidential23 SPLA Product Current SPLA Price USD New SPLA Price USDBYOC SAL Price Exchange Standard SharePoint Standard Office Communications Server Standard Live Meeting Standard Business Productivity Suite Business Productivity Standard Suite SAL (for Core CAL Suite SA) Business Productivity Standard Suite SAL (for Enterprise CAL Suite SA)

Exchange 2007 Product Lineup - SPLA BasicStandard Standard Plus Enterprise Enterprise Plus Features Personal Mail Folders Personal Contacts Global Address List Personal Domain Personal Tasks Personal Calendar Basic features and: Shared Folders Shared Calendar Shared Contacts Shared Address List Shared Tasks Public Folders Group Scheduling Mobile Device Access MAPI Enabled Standard features and: Outlook/ Entourage** Standard features and: Unified Messaging Compliance Management Exchange 2007 Anti-Spam Forefront AV EHS AV/AS Enterprise features and: Outlook/ Entourage** Price SKU SKU 9MD-00001SKU F SKU F SKU 9MC-00001SKU 4MH **Plus SKUs must be acquired for services that include Outlook/Entourage unless the end customer has their own license for Outlook/Entourage. The Standard SKU can be used for MAPI enabled services (Messaging Application Programming Interface network protocol) if the end customer has their own license for Outlook/Entourage.

Summary Three Things to Remember 1. Integration of SPLA/ISV in MBSA  Incremental Revenues – Now October Business Productivity Online Suite  Saving with Exisiting Select SA / EA Licenses => Bring your own CAL (BYOC) –December 2008 Microsoft Confidential25