Microsoft Dynamics License Transfer Policy

Partner Edition August 2011

Microsoft Confidential: Partner Use Only

Contents
Purpose ................................................................................................................................................................ 3 Definitions ........................................................................................................................................................... 3 Conditions for Transfer of Licenses, Users or Functionality ........................................................................ 3 Transfer Scenarios.............................................................................................................................................. 4
Transfer of License ...................................................................................................................................................................................................... 4 Transfer of Functionality and/or Users............................................................................................................................................................... 5

Deactivation of Functionality and Users within a License ........................................................................... 5 Reactivation of Functionality and Users within a License ........................................................................... 5 Returns Policy ..................................................................................................................................................... 5 Q&A ..................................................................................................................................................................... 5

Microsoft Dynamics License Transfer Policy | Microsoft Confidential: Partner User Only

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Purpose
This policy sets out the circumstances under which companies that have licensed Microsoft Dynamics AX, GP, NAV or SL may transfer the license, functionality or users to another affiliate. It should be used in conjunction with the appropriate International Program License Agreement (IPLA), End User License Agreement (EULA) or Software License Term (SLT). For Microsoft Dynamics CRM license transfers, please refer to the EULA distributed with the product.

Definitions
License Transfer means transferring a complete license, (all users and functionality), from one affiliate to another. User Transfer means transferring a number of users from one affiliate to another. Functionality Transfer means transferring granules or modules from one affiliate to another. Sending Party means the affiliate assignor of the license, user or functionality. Receiving Party means the affiliate assignee of the license, user or functionality. Affiliate means the entity that the licensee owns, which owns the licensee, or which is under common ownership with the licensee. Ownership means more than 50% ownership.

Conditions for Transfer of Licenses, Users or Functionality

In order for the transfer to take place, the following conditions apply: Common Conditions: Customer must have a current Business Ready Enhancement Plan Only functionality supported in the receiving country can be transferred. Where User Based Pricing, (UBP), or Business Ready Licensing, (BRL), users are being transferred, the configuration of the user will match that supported in the country of the receiving party. If the transfer occurs across price regions, the receiving party will be charged the difference in price between the regions for the transferred license, functionality or users. This does not apply to like for like transfers within the European Union, which is considered as one price region for the purposes of this policy. No credits will be given if the transfer is from a higher price region to a lower one. Any charges due from the receiving party will be based on the pricelist current at time of transfer and the license value used in calculating the annual enhancement plan fee will be adjusted accordingly. Transfers between different License Models (MBL, BRL or Business Value Licensing), Product Lines or Editions is not permitted. However, this can be achieved by first applying the Transition Policies. No Transfers can occur within 12 months of the item requested to be transferred being issued.

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Full License Transfers: When a license transfer takes place, the party receiving the license must also purchase a minimum one-year Business Ready Enhancement Plan (BREP). o If the sending party was not current on BREP, the receiving party will be liable for the BREP re-enrollment fees as per the policy for BREP Re-Enrollment defined in the BREP FAQ which can be found under https://mbs.microsoft.com/partnersource/partneressentials/agreements/services_guidebo ok.htm?printpage=false&sid=iiaplv2c4nt2u2whn0lwix0b&stext=MESA If the sending party was current, the balance of his BREP will be credited against the receiving partys BREP fees.

Only full license types from Business Ready Licensing or Business Value Licensing can be transferred. When the license transfer is merely a name change, e.g. there is no change in the status of ownership, then none of the above conditions apply and the name change request should be submitted to the corresponding Regional Operation Center (ROC), as per the name change application form.

For Transfer of Users or Functionality: When transferring users or functionality, both licensees must be current on BREP. Where transfer of BRL users occur from a higher-user-count price band to a lower-user-count price band, (e.g. from the 76-160 user price band to the 11-25 user price band), the receiving party will be charged the difference in price between these price bands, in addition to any charges due from differences in pricing regions. No credit will be given for transfers from a lower-usercount price band to a higher user count price band.

Transfer Scenarios
TRANSFER OF LICENSE
Type of Transfer Transfer between affiliates Transfer between non-affiliates Name change Transfer due to licensee merging with another company or being acquired Transfer due to division of licensee being merged or divested Requirements Permitted, apply to your Regional Operation Center (ROC) with the attached application form. Not permitted Permitted, please apply to your ROC. Permitted, please apply to your ROC. Not permitted

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TRANSFER OF FUNCTIONALITY AND/OR USERS

Type of Transfer Transfer of functionality and/or users between affiliates and within the same License Model, Product Line and Edition (i.e. AX BRL Advanced Management.) As above but between non-affiliates As above but with different License Model, Product Line and/or Edition Line Requirements Permitted, please apply to your ROC.

Not permitted Not permitted

Deactivation of Functionality and Users within a License

Deactivation is permitted and the license value used for calculating the Enhancement Plan fees will be adjusted to reflect this for future payments. However, for BRL the price for all additional user purchases after deactivation will be based on the later user-price-break resulting from the final number of users under the revised license. Deactivated functionality or users cannot be used as credit for additional purchases. Apply to your ROC with the corresponding application form.

Reactivation of Functionality and Users within a License

There is no policy allowing reactivation. Previously deactivated functionality and additional users will have to be purchased from the pricelist effective as of the date of purchase.

Returns Policy
Microsoft does not accept the returns of Microsoft Dynamics software licenses, products, fees or documentation except as specified in the Software License Terms, Solution Provider Agreement or other Microsoft Dynamics partner reseller agreements.

Q&A
Q: Which user types are covered? A: All user types are covered but transfer can only take place between the same license model, product line and edition types. Q: My client has some users that they want to transfer to an affiliate in another country. Is this allowed? A: Yes, provided the conditions covered in the policy are met. Please be aware that your client cannot transfer users unless their receiving affiliate has a server license in place that the users can be transferred to. Q: What are the tax and duty implications for licensees that transfer licenses, users or functionality internationally?

Microsoft Dynamics License Transfer Policy | Microsoft Confidential: Partner User Only

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A: The licensee is bound by any applicable import and export policies and tax issues. Given that every customer is unique, Microsoft does not offer tax advice to its customers. Licensees should engage a specialist to advise them of any tax or duty obligations so that they can fully assess all implications to this approach. Q: How is the merger of licenses handled? A: This is done using the same principles in place under the Conditions for Transfer of Licenses, Users or Functionality. Provided these conditions are met, the new license will be configured, the licensee will pay any charges due and the new license value for the calculation of the enhancement plan fees will be set. Q: My client wants to transfer a Module Based License, (MBL), to an affiliate, how should I handle this? A: The only license types that can be transferred are BRL or Business Value License (BVL) so your client would first have to transition the license from MBL to BRL or upgrade/transition to AX 2012 for BVL before executing the transfer. The Transition Policy can be found on PartnerSource in the Transition Policy Document https://mbs.microsoft.com/partnersource/default Q: My client wants to transfer MBL users to an affiliate, is this permitted? A: No unless there is a previous transition to either BRL or BVL and all remaining policy conditions are followed. Q: Can my client transfer SQL and/or MOSS and/or FRx users from one license to another? What if the receiving license has not yet had any SQL/MOSS/FRx users included in the license? Is this allowed? What costs are involved? A: If the receiving country supports this functionality then this is allowed. The cost will be based on the cost of configuring the receiving license for these users, minus the value of these users on the sending license. Q: My client purchased Microsoft Dynamics CRM CALs through the Dynamics pricelist. Can I transfer the CRM CALs to another license? A: Microsoft Dynamics CRM end-user rights are covered under a separate EULA. Please refer to this EULA for advice. Q: My client has a Microsoft Dynamics AX license in China and wants to transfer the license to the headquarters in Germany. Is this possible? If so, which ROC should I contact? A: Yes, providing the conditions outlined in the policy are met. You should contact the ROC that serves the Chinese company. Q: My client has a W1, (this refers to the Microsoft Dynamics NAV single core worldwide version), license, purchased in 1999 with 20 users and a DE license with 50 users. Now he wants to transfer 10 users from the W1 license to the DE license. Is this possible? A: Yes, providing the conditions outlined in the policy are met. The customer will be liable for the difference in price between the current cost of 10 users on the German pricelist minus the value on his W1 license of 10 users. Q: My client has a German Microsoft Dynamics NAV BRL license with a VPO discount. Now he wants to transfer to a French Microsoft Dynamics NAV license but the VPO has expired. Is there a price difference to be paid? A: Yes, he will be liable for the difference in price between the current cost of this license in France minus the value of his German license.

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Q: My client has two Microsoft Dynamics AX licenses: license A is a Microsoft Dynamics AX 3.0 license and license B is a Microsoft Dynamics AX 4.0 license. Can he transfer users from license A to B although they are different versions? A: Yes, providing the conditions outlined in the policy are met. As such, both licenses need to be current on an enhancement plan so in effect have access to the latest versions. Q: My client has a BRL license, A, with 100 users and another BRL license, B, with 5 users. He wants to transfer 15 users from A to B. How much will this cost? A: He will be liable for the cost of 15 users from the 11-25 user price band from license B minus the value of 15 users on license A from the 76-160 user price band. The value is calculated on a last in, first out basis.

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