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Perpetual License Transfer Form

Date of Transfer Proposal ID


Customer to complete Microsoft to complete
M16-

This Perpetual License Transfer Form provides notice to Microsoft of the transfer of perpetual Licenses
as required by the Customer’s volume licensing agreement(s) under which the Licenses were granted
(“agreement”). Annex A identifies the perpetual Licenses to be transferred to the entity identified below
(the “Transferee”).
This form must be completed in full, including Annex A, and signed by the Customer and the Transferee.
Capitalized terms not defined in this form shall have the meaning defined in the agreement.
“Customer,” as used in this form, means the Customer, Enrolled Affiliate, Registered Affiliate or
Institution to whom the Licenses were granted and not a sublicensed Affiliate.
“Transferee” is the entity to whom Licenses are being transferred.

1. Customer.
Customer details, and not those of Affiliates who are sublicensed to use those products, must be
provided in order for the transfer to be valid.
Name of entity*
Contact name: First* Last*
Contact email address*
Street address*
City*
Postal code*
Country*
Phone
* indicates required fields

2. Transferee.
Name of entity*
Contact name: First* Last*
Contact email address*
Street address*
City*
Postal code*
Country*
Phone
Transferee Agreement or Enrollment number (if any)
* indicates required fields

3. Reason for License transfer.


a. Transfers permitted under the terms of the Customer’s Agreement or Enrollment.
Customer transfers the perpetual licenses listed in Annex A, which Customer warrants have
been paid in full(check box for applicable reason):
to an Affiliate
to a third party solely in connection with the transfer of hardware or employees to whom
the licenses have been assigned as part of
(i) a divestiture of an Affiliate or a division of an Affiliate; or
(ii) a merger involving Customer or an Affiliate.

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In either case, please provide the name and the location of the Affiliate, if applicable:

to the customer designated in the Select, Select Plus or Enterprise Outsourcer


Enrollment or one of its Affiliates.
b. Transfers permitted only with Microsoft’s written consent. (Transfer is not valid unless
Microsoft signs this Perpetual License Transfer Form and notifies Customer and Transferee
of its approval.)
Customer is seeking Microsoft’s consent to transfer all perpetual licenses under the
above mentioned Microsoft License ID and as listed in Annex A, which Customer
warrants have all been paid in full, to an unaffiliated third party for the following reason.
(Customer must complete this section. Attach additional pages, if necessary.)

If the reason is related to bankruptcy or the liquidation of Customer’s assets, please provide
supporting documentation, such as an order from the bankruptcy court or trustee.
Check appropriate box:
Supporting documents attached.
If so, please identify the documents by title:
No supporting documents attached.

4. Customer and transferee acknowledgements.


Customer and Transferee acknowledge that Microsoft’s receipt of this form does not constitute: (1)
authorization to transfer rights to upgrades obtained through Software Assurance coverage or License
& Software Assurance prior to the expiration or renewal of the Enrollment; (2) Microsoft’s agreement to
grant perpetual rights for any prorated number of licenses on early termination; nor (3) validation of
transferred licenses based on invalid or inaccurate information in Annex A regarding license status.
Customer and Transferee further acknowledge that nothing herein constitutes a transfer of rights to
Software Assurance and/or License & Software Assurance upgrade and that such transfers are not
permitted.
Customer remains liable for amounts owed for any perpetual licenses acquired through MS Financing.
By signing below, Customer represents and warrants that:
a. Customer is transferring only fully paid, perpetual licenses. Customer should refer to the
“License Grant” section of their agreement to ensure the licenses intended for transfer are
perpetual.
b. Customer has provided Transferee with documentation sufficient to enable Transferee to
ascertain the scope, purpose and limitations of the rights granted by Microsoft under the
licenses being transferred; and
c. Customer is not transferring
(i) licenses on a short-term basis (90 days or less);
(ii) temporary rights to use Products;
(iii) Software Assurance coverage or benefits;
(iv) perpetual licenses for any version of any Product acquired through Software Assurance
separately from the underlying perpetual licenses for which that Software Assurance
coverage was ordered;
(v) upgrade licenses for a desktop operating system Product separately from the
underlying desktop operating system license or from the computer system on which
the Product was first installed;

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(vi) Subscription Licenses
(vii)Online Services;
(viii) any licenses for resale to unaffiliated third parties; or
(ix) Volume Licensing Keys for any licenses.
d. The licenses identified in Annex A have not been previously transferred to any other person
or entity.
e. This transfer is made according to the above restrictions and all other terms of the Microsoft
agreement identified above.
f. The information provided in this form is complete and accurate.
g. Customer has provided the transferee with a copy of the applicable product use rights and
notice regarding the use and transfer restrictions, and limitations of liability specified in the
agreement.
h. Customer has uninstalled and is no longer using, and will no longer use, the software
licensed under the licenses identified in Annex A.
By signing below, Transferee represents and warrants that
a. it has received and acknowledges the applicable product use rights, use and transfer
restrictions, limitations of liability (including exclusions and warranty provisions) specified
in the agreement under which the Customer acquired the Licenses being transferred;
b. it understands the scope, purpose and limitations of the rights granted by Microsoft under
the licenses being transferred;
c. it will use the Products only for the intended purpose as specified in the original license
from Microsoft;
d. it is not entitled to and is not receiving:
(i) licenses on a short-term basis (90 days or less);
(ii) temporary rights to use Products;
(iii) Software Assurance coverage or benefits;
(iv) upgrade licenses for a desktop operating system Product separately from the
underlying desktop operating system license or from the computer system on which
the Product was first installed;
(v) full version desktop operating system licenses, unless transferred with the sale of the
device for which it operates;
(vi) Subscription Licenses;
(vii)Online Services; or
(viii) any licenses for resale to unaffiliated third parties.
This transfer is only valid if representations and warranties made above are true and accurate.
Customer and Transferee acknowledge that they shall be wholly responsible to collect, bear and pay
any and all taxes levied or based in any way upon the transfer of the licenses and that Microsoft shall
have no liabilities of any nature whatsoever related to such taxes.
Microsoft reserves the right to audit Transferee’s compliance with the representations and warranties
made in this form. Volume Licensing Keys or media are not provided to Transferee with the transfer of
Licenses.

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Customer

Name of entity*
Signature*
Printed name*
Printed title
Signature date*
This Form must be signed by the Customer’s managing director or another authorized director or
employee of Customer. This form is not valid if signed by an unaffiliated third party.

Transferee

Name of entity*
Signature*
Printed name*
Printed title
Signature date*
This Form must be signed by the Transferee’s managing director or another authorized director or
employee of Transferee. This form is not valid if signed by an unaffiliated third party.

Microsoft Ireland Operations Limited

Name of entity*
Signature*
Printed name*
Printed title
Signature date*

Microsoft Internal Use Only

Reference number

Original signed transfer form to be sent to the following Microsoft Address by the entity who transacted
the orders:*
Microsoft Ireland Operations Limited
Atrium Building Block B
Carmenhall Road
Sandyford Industrial Estate
Dublin 18, Ireland
Attention: EOC Program Operations Dept.

PerpetualLicTransForm(EMEA)(ENG)(Jul2014) Page 4 of 5
Annex A to Notice of Perpetual License Transfer
Complete the table by filling in the blanks below.

For the purposes of this form, “Licensing ID” is the Enrollment number, Open
Value and Open Value Subscription Agreement number, Open License
License ID
Authorization/License Number combination, or Select Plus Public Customer
Number (PCN) under which the licenses were purchased.

Enter the product name, part number, product type, version, language, and
Product, part
country of usage exactly as they appear on the License Detail page on the
number, product
Microsoft Volume Licensing Services site located at
type, version,
https://www.microsoft.com/licensing/servicecenter. In the case of upgrades
language and
obtained through Software Assurance coverage or L&SA, in the “Version”
initial country of
column, insert the latest version of the product made available during your
usage columns
contract term.

Number of Enter number of licenses you are transferring.


licenses

Perpetual Licenses Transferred


Initial Number
Product Part Product
License ID Version Language country of
name Number type
of use Licenses
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Please attach an additional page (Annex A or in Excel format) to this notice, if you need more space.
**Where Software Assurance is indicated, only the latest version acquired through Software Assurance
at the time of transfer can be transferred. Earlier versions of product with Software Assurance are not
transferable. Software Assurance which is associated with an already listed License & Software
Assurance is not to be listed or transferred. Software Assurance coverage itself is not transferable.
Software Assurance coverage ends on the date of transfer.

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