Solution Provider Agreement (SPA) Guide 2011“SPA Guide”Microsoft Solution Provider Agreement Guide (7.2011)1

Table of Contents1.SPA Summary2.SPA Structure and Enrollment Guidelines2.1 Enrollment Guidelines2.2 Distribution Geographies3.Authorization Requirements3.1 Exam and Assessment Requirements Guidelines4.Pricing5.Partner Discounts6.Ordering Licenses for Customers7.Credit Terms8.Software for Demonstration, Development Test and Internal Use9.Partner Services and other Benefits10. Resources DirectoryAppendix A: GlossaryAppendix B: Enrollment ExamplesPartner with a Single LocationPartner with Multiple LocationsAppendix C: SPA Exam and Assessment Requirements by Licensed Software solution Microsoft Dynamics AX Microsoft Dynamics C5 Microsoft Dynamics CRM Microsoft Dynamics GP Microsoft Dynamics NAV Microsoft Dynamics SLMicrosoft Solution Provider Agreement Guide (7.2011)2

1. SPA Program SummaryThis Solution Provider Agreement Guide ("SPA Guide‖) contains additional requirements and guidelines for Partners whowish to order selected Microsoft Licensed Software and Services from Microsoft for Customers under the Solution ProviderAgreement (―SPA‖). For more information and links to other SPA documents please see the SPA ctssolutions/dynamics/solsprovideragreement.Some core features of the SPA program: Partners are required to join (and remain an active member) of the Microsoft Partner Network (―MPN‖) prior tosubmitting SPA documents.Partners must reach a minimum amount of total billed revenue to be measured at the 12 month anniversary of theSPA Effective Date, and also at the earlier of 12 months after that date or upon re-enrollment.Ordering rights are contingent on meeting product-specific exam and assessment requirements.SPA Discount Schedules are based on Customer location, and are posted on PartnerSource.Regional SPA Agreements:There are five Microsoft Regional Operations Centers (ROCs), each of which accepts orders only from Partners withlocations in their respective regions.SPA Solutions: Licensed Software and Services available under the SPA: Microsoft Dynamics AXMicrosoft Dynamics AX for RetailMicrosoft Dynamics C5Microsoft Dynamics CRMMicrosoft Dynamics GPMicrosoft Dynamics NAVMicrosoft Dynamics SLMicrosoft Dynamics Online Services Please note: Microsoft is not accepting new partners foroMicrosoft–Apertum oroMicrosoft Dynamics XAL oroSmall Business Financials North American edition. Partners who order Licensed Software exclusively through Microsoft distribution partners need not sign the SPA. Consultants who provide consulting or implementation services on Microsoft software but don’t order softwarelicenses for their Customers should not sign the SPA, but may be required to sign an agreement authorizing thesale and delivery of Microsoft service plans as outlined in section 6 of the SPA. They should also consider joiningthe Microsoft Partner Network. Microsoft distribution partners who have agreements with Microsoft to deliver solutions through Microsoftpartners should not sign the Solution Provider Agreement. The SPA program is designed only for partnersdelivering SPA solutions directly to end customers. Microsoft Independent Software Vendors (ISVs) who also intend to order SPA solutions for delivery to endCustomers should sign the Solution Provider Agreement and submit the SPA Profile and Licensed SoftwareProduct and Online Services Selection Form (―SPA Profile Form‖) and indicate by checking the appropriate box,that it is a reselling ISV . ISVs who develop and deliver solutions either directly to end Customers or through otherpartners but do not order the Microsoft SPA solutions directly from Microsoft should not sign the Solution ProviderAgreement.Microsoft Solution Provider Agreement Guide (7.2011)3

2. SPA Structure and Enrollment GuidelinesWithin this section, you will find SPA enrollment guidelines and step-by-step instructions.2.1 Enrollment GuidelinesFive Regional Operations CentersThere are three regions where Licensed Software is delivered to customers: Americas, EMEA and APAC. However,there are five Microsoft Regional Operations Centers (ROCs) that each correspond to one of the three regions. Partnersmust sign the SPA with the applicable ROC where they are located. Below is a list of the five Microsoft ROCs, theircorresponding geographic regions and languages in which the SPA is available:a)In the Americas: Americas Operations Center (AOC) is located in Fargo, North Dakota, USA. AOC manages allSPAs for Partners who are located in North, Central and South America. For Customers in China, only productsapproved by the Chinese authorities can be ordered.The AOC SPA documents are available in the following languages: English, French, Brazilian Portuguese, andSpanish,b)In EMEA: Europe, Middle East and Africa Operation Center (EOC) are located in Dublin, Ireland. EOC manages allSPAs for Partners who are located in Europe, the Middle East and Africa. For Customers in China, only productsapproved by the Chinese authorities can be ordered.The EOC SPA documents are available in the following languages: English, Danish, Dutch, French, German,Italian, Russian and Spanish.c)In APAC: There are three ROCs in Asia Pacific: Microsoft Regional Sales Corporation (MRS) is located in Singapore. MRS manages all SPAs for Partnerslocated in the territory covered by MRS (APAC with the exception of Japan and China). For Customers inChina, only products approved by the Chinese authorities can be ordered.The MRS SPA documents are provided in English. Microsoft (China) Company Limited (MCCL) is located in Beijing, China. MCCL manages all SPAs for Partnersbased in China. MCCL can only fulfill orders for products authorized by the Chinese authorities regardless ofthe end Customer location.The MCCL SPA documents are available in the following languages: Chinese and English. Microsoft Japan Co., Ltd. (MSKK) is located in Tokyo, Japan. MSKK manages all SPAs for Partners based inJapan. For Customers in China, only products approved by the Chinese authorities can be ordered.The MSKK SPA documents are available in the following languages: Japanese and English.Microsoft Solution Provider Agreement Guide (7.2011)4

2.2 Distribution GeographiesMicrosoft is generally authorized to distribute licenses for the Licensed Software and provide Services to partner in thegeographic regions listed on the table at this URL ontranslation.aspx. The following additional limitations apply:Depending on the specific Licensed Software, distribution may vary by country. In some countries, there are otherdistribution channels Partners may obtain Licensed Software through.Licensed Software is not supported in terms of languages, localizations or technical support in all countries. AlthoughPartners may be allowed to deliver Licensed Software into an unsupported country, the table posted at the URL belowputs Partners on notice of the support status of the Licensed Software in each language or country. In addition, prior tofulfilling orders for Licensed Software in unsupported countries, we will require the Partner to provide a signedCustomer Acknowledgment Agreement stating that the Customer understands the unsupported status of theLicensed Software it is acquiring. Additionally, Microsoft may elect to provide that Customer with a separate noticeregarding the unsupported status of the Licensed Software.Below is a link to the list of Licensed Software that is supported by country and ents and Steps Required for SPA Submission1.Become a Member of the Microsoft Partner NetworkEach prospective Partner must become a member of the Microsoft Partner Network, at any level, prior tosubmitting SPA documents and maintain the membership during the term. The URL to become a registeredmember is ome.aspx.2.Sign the Solution Provider Agreement with the ROC in your region. Partners cannot submit more than one SPAworldwide.3.Complete the SPA Profile FormPartners and prospective Partners must also submit a completed SPA Profile and Licensed Software Product SelectionForm (―SPA Profile Form‖) which contains address, contact information as well as the Partners’ MPN ID. For existingMicrosoft Dynamics Partners, the SPA Profile Form requests the MBS partner account number. This number can befound on PartnerSource at addition, Partners or prospective Partners signing the Solution Provider Agreement must also check the selection boxfor the Licensed Software and Services that are desired to be ordered and delivered within a particular ROC region.Checking the box represents a commitment to meet the SPA exam and assessment requirements and actively seek todeliver that Licensed Software to Customers. Please see below for further information on exams and assessments.4.Mail One CopyOne original hard copy of all agreements and any applicable addenda must be signed and sent to the ROC thatyou intend to order from, along with a single copy of the associated profile forms. Partners do not need to submit acopy of this SPA Guide. ROC mailing addresses are listed in section 10 of this SPA Guide.Affiliates and Ordering From Multiple RegionsSPA Recorded Affiliate AgreementsPartners may enable their Affiliates to place orders with the ROCs by registering their Affiliates using the RecordedAffiliate Agreement. One copy of this form must be completed by each Affiliate with the ROC where they arelocated. Multinational partners must sign one SPA worldwide. , There is no longer a requirement to have a SPA ineach region where Affiliates are located.Microsoft Solution Provider Agreement Guide (7.2011)5

5.Important: A Partner must submit a Recorded Affiliate Agreement for all Affiliates who want to order under theSPA program. The advantages of having Affiliates sign a Recorded Affiliate Agreement under the Partner’sSolution Provider Agreement is that discounts will be based on an aggregate sales history (applicable in allregions), and aggregating exams and assessments for meeting solution authorization requirements. See sectionon Authorization Requirements and Discounts for details. The Recorded Affiliate can only order Licensed Softwaresolutions that the Partner has identified on the SPA Profile Form. The Recorded Affiliate cannot add additionalLicensed Software products to the SPA Profile Form or sign any Solution Addenda.6.Recorded Affiliate Profile FormIn addition to the Recorded Affiliate Agreement, each prospective Recorded Affiliate must also submit a completedRecorded Affiliate Profile Form which contains necessary address and contact information.7.One SPA WorldwidePartners who want to order from more than one region must sign Recorded Affiliate agreements with theappropriate ROCs in those regions. Microsoft reserves the right to require a Partner to provide a bill-to and ship-toaddress within the region of each ROC with which the Partner intends to order.Additional Regional Requirements:1.Each ROC may have other pre-requisites for transacting business with that ROC. The following are the keyadditional pre-requisites by region:RegionEurope, MiddleEast, Africa(EOC)SPA Partner Pre-RequisitesCreditApplicationBank SetupVAT NumberThe Americas(AOC)CreditApplicationTaxExemptionFormsAll Asia PacificROCs:Asia, SouthPacific (MRS)China(MCCL)Japan(MSKK)CreditApplicationBank SetupAll new and existing Partners must submit a credit application.Affiliates are not required to submit separate creditapplications. The credit applications are available togetherwith the other SPA documents.Partners must have the required banking facilities in place totransfer monies due to Microsoft bank accounts in CitibankLondon.Partners must have a local VAT number for conductinginternational business withMicrosoft.All Partners new to AOC that desire to obtain credit mustsubmit a credit application. This includes Recorded Affiliatesthat wish to be invoiced separate from their parent Partner.New Partners that plan to transact business in the UnitedStates and are exempt from certain state and local salestaxes should submit tax exemption forms along with the SPA.Copies of the tax exemption forms are located on theMicrosoft Partner Network website where the SPA downloadforms are located.All new MRS, MCCL, and MSKK Partners must submit acredit application and Certificate of Incorporation (COI). Toobtain credit facilities, Partners Must provide 3 years offinancial statements. This includes Recorded Affiliates thatwish to be billed separate from their parent Partner.Partners must have the required banking facilities in place totransfer monies due to Microsoft bank accounts.Microsoft Solution Provider Agreement Guide (7.2011)6

Steps Taken by Microsoft After Receiving the SPA Documents1.Upon receipt of the submitted documents, the receiving ROC will send an email to the bill-to contact listed bythe Partner confirming document receipt. If the ROC needs additional information to complete processing, thebill-to contact of the Partner will be notified.2.Once the SPA documents have been reviewed and accepted, they will be signed by an authorizedrepresentative of the ROC. All ROCs have migrated to paperless contract management. All contracts arescanned and stored electronically. One original copy of each submitted SPA documents will be returned bymail to the bill-to contact of the Partner.3.Additionally, a welcome email will be sent to the bill-to contact of the Partner and any Recorded Affiliatesproviding access information to online portal resources if the Partner does not already have such access. Loginand password information, unique to each Partner, will be supplied within the welcome message. Partners aresolely responsible for the proper use of their login and password information. Partners will also be provided withinstructions on how to obtain licenses for demonstration, development and training purposes, for the solutionthey are authorized to distribute.For examples of the agreements and forms to submit, please refer to Appendix B – Enrollment Examples.3. Authorization RequirementsAs noted in Section 3(d) of the SPA, in order to deliver Licensed Software under the SPA, your organization must passthe product-specific exam and assessment requirements before placing orders. If you place an order for LicensedSoftware and have not met the exam and assessment requirements, that order will be rejected.Exam and Assessment Requirements and Guidelines:Each Microsoft Dynamics solution has a set of product-specific exam or assessment requirements. Please refer toAppendix C ―SPA Exam and Assessment Requirements for Licensed Software‖.The product-specific exam and assessment requirements and additional guidelines are:1.Pass minimum product-specific exam and assessment requirements. Note that the exams and assessmentsapply to a specific minimum product level version (i.e. the Microsoft Dynamics AX authorization must be onversion 4.0 or higher of that product.) When the minimum requirements are achieved, Partners are authorizedto place orders for the Licensed Software solution and obtain a discount when ordering. (For information ondiscounts, please refer to the section entitled ―4. Pricing‖ and ―5. Partner Discounts‖).2.All exam and assessment requirements for each Licensed Software solution are consistent globally.3.The product-specific exam and assessment requirements for ordering are designed in the following way:Partners may aggregate their exams and assessments passed at any single location across all of their ownlocations and Recorded Affiliate locations to achieve group authorization and ordering status across alllocations (parent Partner and Recorded Affiliate locations).4.Exams must be taken through Prometric exam centers. All exam fees, schedules and testing center locationsare listed at the Prometric website: Assessments can be accessed essentials/spa/spa.htm .5.Records of exam and assessment completion are maintained in VOICE. Partners are responsible for theirexam and assessment records being accurate in VOICE for purposes of compliance with the SPA productspecific exam and assessment authorization requirements. Exams and assessments are attached to Partnerand Recorded Affiliate employees. Those employees need to be set up in VOICE in order for the Partner to becredited with the exams and assessments passed by those employees. If a certified individual ceases to workfor Company Parties, the VOICE account must be updated immediately. Partners should work with theirMicrosoft Solution Provider Agreement Guide (7.2011)7

partner account manager or local Microsoft office to resolve questions about the accuracy of their VOICE examand assessment records and compliance with SPA exam and assessment requirements.6.If an individual employee leaves the Partner company, and, as a result, the Partner no longer meets theminimum exam and assessment requirements, another individual within the Partner company (or a RecordedAffiliate company) must pass the missing required examinations and assessments within 90 days to maintainauthorization. It is the Partner’s responsibility to notify Microsoft when an individual who has passed a productspecific exam and assessment requirement leaves its organization. Partners can inform Microsoft of theseevents by sending an email to [email protected] with the name of the professional that has left theorganization.7.Microsoft may decrease the examination and assessment requirements at any time. Exam and assessmentrequirement changes that represent additional requirements will be applicable to existing Partners no earlierthan six months from the date of Microsoft’s notice of the additional requirements.4. PricingLicensed Software pricing for Partners is based on two components:1.2.A ―reference price‖ to the Partner’s Customer based on the Customer’s location.A discount to the Partner is applied to that ―reference price‖ based on the Discount Schedule applicable tothe Customer’s location and that Partner’s ―12 month roll‖ sales history with Microsoft.The ―reference price‖ to Customers is on the Dynamics Price List. The Partner discount is applied against the referenceprice to determine the price to the Partner on each order. Microsoft exercises no control over the final price that aPartner invoices a Customer for licenses or services delivered by the Partner. Partners have full discretion to establishto-Customer pricing.The Licensed Software and their subsequent language versions are assigned a reference price by component andversion. Most current versions of the Dynamics Price List are made available for download on PartnerSource, and insome regions they may also be made available via e-mail. If a Partner does not have web access to a Dynamics PriceList for a Customer location in which the Partner is authorized to deliver that Licensed Software solution, the Partnermay write or email the ROC, using the contact information in the resource directory toward the end of this SPA Guide toobtain that Dynamics Price List.Both the reference price and the applicable Discount Schedule for any specific order are determined by the Customer’slocation, not the Partner’s location.5. Partner DiscountsMicrosoft offers authorized and certification compliant Partners discounts on Licensed Software ordered for Customersunder the SPA program. Partner discounts on orders for Customers are based on application of the Company’s ―rolling12 month‖ revenue history to the regional SPA Discount Schedule applicable to the Customer’s location.The SPA discount framework consists of several regional Discount Schedules, which have three components:1.Discount percentage tiers:There are discount percentage tiers in each of the regional Discount Schedules. The DiscountSchedule that applies to a particular order is based on the Customer’s location.Microsoft Solution Provider Agreement Guide (7.2011)8

2.12 month roll:Partners carry a single ―12-month‖ revenue roll which tracks Partner’s revenue to Microsoft onLicensed Software solutions, sold off the SPA or any other Microsoft authorized channel program overthe course of the months preceding an order.The ―12-month‖ roll: Aggregates the order amounts by the Partner (including its Recorded Affiliates) for theLicensed Software across all regions and specified channel programs. For channelprograms other than the SPA, Microsoft will only aggregate those orders recorded in VOICEand submitted to Microsoft by the monthly due date as provided for in the correspondingoperational guidelines. Aggregates revenue from most service plan orders made by the Partner (for eitherCustomer or the Partner’s own use). Is generally tracked in the invoicing currency determined by the Partner’s location Includes the 11 fiscal months prior to the current month and all qualified Partner revenue forthe current month prior to the date of the order. Partner’s sales history for purposes of determining their 12 month roll will be tracked inVOICE and related systems.Any Partner requests for additional discounts on specific orders should be directed to the Microsoftaccount manager or sales team in the Customer’s country.3.Discount Thresholds:Each Discount Schedule includes revenue thresholds, which, in combination with the ―12-month roll‖,determine the Partner’s discount percentage level. The ―12-month roll‖ is applied to the applicable SPADiscount Schedule revenue thresholds to determine the discount percentage a Partner will receive onany particular SPA order.A Partner’s discount level on each schedule, based on their 12-month roll, can go up on a daily basis,but will only be moved down at the end of each Microsoft fiscal quarter. (This rule effectively delivers toPartners the ability to earn a discount level based on whichever is higher, the discount they would getbased on the their orders or revenue influenced in the preceding 11 months plus orders or revenueinfluenced in the current month, or the discount they would get based on the preceding four full fiscalquarters.)4.Global Volume Agreement:Partners will receive their standard SPA discount on the first 100 user licenses and any AdvancedManagement Enterprise (AME) modules a Customer purchases on the initial order referencing thatcustomer’s Global Volume Agreement (GVA) with Microsoft (or its affiliates). For 101 users on theinitial order, and all additional license purchases by the Customer during the term of the customer’sGVA, the selling Partner will receive their standard SPA discount or 40%, whichever is lower.Discount SchedulesDiscounts on Partner orders are calculated based on the customer’s location, not the Partner’s location. The variousdiscount regions and corresponding schedules are available in rce/resources/partneressentials/spa/SPA.htm.Notice of ChangesDiscounts can change from time to time. At a minimum, Partners will receive a 90-day notice via PartnerSource of anychanges in the Discount Schedules.Microsoft Solution Provider Agreement Guide (7.2011)9

6. Ordering Licensed Software for CustomersThe SPA grants Partners the right to order Licensed Software and Services for Customers via the ordering methodsoutlined below. Partners are required to submit orders to Microsoft before the Licensed Software or Services are firstUsed by Customer. ―Use‖ is defined in the SPA to mean when the Licensed Software is first ―run‖ or ―used‖ (includingcopying, installing, accessing, displaying or otherwise interacting with other software or an end user). Additionalordering details are provided by each ROC.The five ROCs process the orders for Licensed Software under the terms of the SPA. The following minimum guidelinesapply when placing orders:1.Partners must place orders with ROCs that they have executed a Solution Provider Agreement or RecordedAffiliate agreement with.To Placean Orderin:North,Centraland SouthAmericaROCAOCOrdering informationOnline ordering:Fax:Email Orders:Instructions:ServiceInquiries:Europe,Africa andthe MiddleEastEOCOnline ordering:Fax:Email Orders:Email Queries:Instructions:Asia andthe SouthPacificOnline ordering:MCCLOnline ordering:Fax:Email Orders:Email Queries:Instructions:JapanPartnerSource - Pricing & Ordering - Place an Order 353 1 706 6700Manual orders and operational queries must be submitted to EOC viaCLT. More information about CLT and how to access it can be found insection ―Call Logging Tool (CLT) and Phone Support‖ of the EMEA PartnerOperational c.aspMRSFax:Email Orders:Email Queries:Instructions:ChinaPartnerSource - Pricing & Ordering - Place an 01-281-7797 Attn: MBS Orders – FargoPartnerSource - Pricing & Ordering - Place an Order - Attach a CustomOrder Form gPartnerSource - Pricing & Ordering - Sales Operation - New ServiceInquiry spxMSKKOnline ordering:Fax:Email Orders:PartnerSource - Pricing & Ordering - Place an 65) 6370 [email protected]@microsoft.comA copy of this Handbook and its updates could be located in the website ource - Pricing & Ordering - Place an 65) 6370 [email protected]@microsoft.comA copy of this Handbook and its updates could be located in the website ource - Pricing & Ordering - Place an 65) 6370 [email protected] Solution Provider Agreement Guide (7.2011)10

Email Queries:Instructions:[email protected] copy of this Handbook and its updates could be located in the website partneressentials/discounts/APOCGuides.htmEach ROC tracks and manages Partner contracts, accounts receivable, credit terms, Customer orders,invoicing/billing, manufacturing and distribution of the software license terms for all Licensed Software toCustomers.The currencies supported by each ROC include the following:Regional Operating CenterEOCAOCMRSBritish PoundCanadian DollarAustralian DollarDanish KroneEuroNorwegian KroneRuble*Swedish KronaSwiss FrancUS DollarUS DollarNew Zealand DollarUS DollarIndian RupeeMCCLChinese YuanRinminbiMSKKYen* Please check with the EOC ROC for availability.Automatic Billing of Customer Service PlansThe Automatic billing (―Autobill‖) program is designed to automatically reenroll your customers in their service plan andinvoice the assigned partner, 10 days prior to the customer’s service plan’s expiration date (T-10). Once launched inyour country, all active customers enrolled in a service plan and assigned to you in VOICE will be automatically opted-into Autobill. This process will renew your customer’s service plan and trigger an invoice to your organization unless youopt them out of Autobill, via My Messages in PartnerSource by T-10. When Autobilled, customers will remain on thesame service plan unless a different plan is selected in My Messages. If you do not opt-out your customer fromAutobill by T-10 as described above, your customer will be automatically re-enrolled and you will be invoiced.Microsoft Software License TermsThe Microsoft Software License Terms (SLT) is the agreement between Microsoft and the Customer that grants theCustomer use rights to the Licensed Software. SLTs are available for download ssentials/agreements/dynamics slt.htm. You must present a hardcopyof the SLT to the Customer prior to or at the time the Customer enters into your Customer Agreement. You mustpresent the SLT in such a manner that the Customer understands and acknowledges that the terms govern theCustomer’s use of the software that has been specifically licensed to them. If you upgrade or install any additionalmodules on behalf of a Customer, you must present the terms of the then-current SLT to Customer prior to or atthe time of upgrade. If the SLTs have a signature block, you must obtain the customer’s signature according to theguidelines provided by the ROC with which you place your order.Microsoft Solution Provider Agreement Guide (7.2011)11

7. Credit TermsPartners may be subject to a credit review by each ROC with which they want to sign the Solution Provider Agreement.Payment for Licensed Software is payable as specified on the invoice, unless separate credit arrangements are made.Each ROC determines credit terms that may be unique to its region. Note that these terms may vary slightly relative tocredit applications submission processes and requirements as noted below.RegionROCCredit Application RequirementsNorth, Central andSouth AmericaAOCAll Partners new to the AOC region who request credit must submit a creditapplication. This includes Recorded Affiliates who wish to be billed separatelyfrom the Partner.Europe, Africaand the MiddleEastEOCAll new and existing EOC Partners must submit a credit application. RecordedAffiliates are not required to submit separate credit applications.All Asia PacificMRS,MCCL,MSKKAll Partners new to the MRS, MCCL, or MSKK region must submit a creditapplication and a Certificate of Incorporation (COI). To obtain credit faciliti

Microsoft Dynamics AX for Retail Microsoft Dynamics C5 Microsoft Dynamics CRM Microsoft Dynamics GP Microsoft Dynamics NAV Microsoft Dynamics SL Microsoft Dynamics Online Services Please note: Microsoft is not accepting new partners for o Microsoft–Apertum or o Microsoft Dynami