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10. Lease Agreement for Microsoft Software
Products
IMPORTANT—READ CAREFULLY: This agreement ("Agreement") is between you, a legal entity ("COMPANY"), and
Microsoft Corporation or one of its affiliates ("Microsoft"). This Agreement grants COMPANY limited rights to: (i) lease to
third parties personal computers ("PCs") that COMPANY acquires with the original equipment manufacturer ("OEM")
versions of the Windows 10 Pro/Pro for Workstations, Windows 8 Pro, or Windows 7 Professional desktop operating
system, and, as applicable, Microsoft Office 2019, Microsoft Office 2016, Microsoft Office 2013, or Microsoft Office 2010
("Microsoft Software Products") preinstalled by a PC manufacturer ("OEM"), and (ii) rent the OEM and Volume Licensing
versions of certain Microsoft Software Products. By exercising rights under this Agreement, COMPANY agrees to its terms.
If COMPANY does not agree, COMPANY may not lease PCs with Microsoft Software Products preinstalled and may not
rent Microsoft Software Products. COMPANY may not exercise rights under this Agreement if either (1) COMPANY has a
valid OEM License Agreement with Microsoft or a Microsoft affiliate or (2) COMPANY qualifies as an OEM affiliate under an
OEM License Agreement. For purposes of this Agreement, "qualifies as an OEM affiliate" means that COMPANY is
controlled by, or is under common control with, an entity that has a valid OEM License, where control means direct or
indirect majority ownership. COMPANY also agrees that it will not exercise rights as an end user under the Microsoft
Software License Terms for the units of Microsoft Software Products leased or rented under this Agreement ("License
Terms").
1. Lease rights and obligations
1.1. License grant, limitations, and obligations
Notwithstanding anything to the contrary in the applicable License Terms for each Microsoft Software Product, Microsoft
hereby grants to COMPANY the right to lease Microsoft Software Products on Leased PCs to its customers, each under a
Lease (each as defined below). This grant is subject to COMPANY's continuing compliance with the terms of this
Agreement and all applicable license terms.
COMPANY must fully own the leased PCs ("Leased PCs") and also must enter into a lease agreement ("Lease") with each
of its customers ("Lessees"). The Leased PCs must have Microsoft Software Products preinstalled and each Leased PC
can be leased only to a single Lessee. Each Lease must (i) prohibit subleasing or sublicensing of the Leased PCs, (ii) have
a term of at least three years, and (iii) automatically terminate upon transfer of ownership of the Leased PC to the Lessee.
Use of each Microsoft Software Product by the Lessee shall be governed by the applicable License Terms for that
Microsoft Software Product. COMPANY shall instruct each Lessee to use each Microsoft Software Product in accordance
with the applicable License Terms.
This Section 1 does not grant any right to COMPANY to (1) lease Microsoft Software Products on a stand-alone basis; (2)
lease or otherwise provide shared access to software products that are accessed from a host device that provides
resources, services, and/or information to multiple client computers/workstations; or (3) lease Microsoft Software
Products other than under a Lease, except as allowed in Section 2 below.
1.2. Distribution of the Microsoft Software Products
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