Partner of Record Number  2437507

This Microsoft Online Services Partner Agreement Guide (“Guide”) provides additional requirements and guidelines for Company’s service and support for Customers.  All capitalized terms used but not defined herein shall have the meaning provided in the Microsoft Online Services Partner Agreement. 

 To be your partner of Record Microsoft expects 5thnK to do the following. 

"We expect to do a lot more." 

1.      Fee services.  The purpose of a Fee is to compensate Company for advising and assisting Customers in the process of subscribing to Online Services, as well as for providing continuous post-sales support.  New Customer Fees (as defined below) are paid with respect to Customers licensed under either the Microsoft Online Subscription Agreement or a Volume Licensing Agreement.  Recurring Fees (as defined below) are paid only with respect to Customers licensed under the Microsoft Online Subscription Agreement.  Fees will be paid to Company only if Company successfully completes activities as set forth below or equivalent:

 Help us to help you. Below is in part what we do if you make us your partner

  WE are Jerry and proud to be Jerry. We can't help you unless you make us your partner. 

Making 5thNK your partner HOW TO Video

Note: Microsoft reserves the right to evaluate Company’s performance against the activities listed above and/or to perform random Customer surveys to gauge the quality of service delivered by Company, and use this information as a basis to determine Company’s eligibility to continue receiving Fees.  In addition, Microsoft may review Online Services usage and subscriptions activated by Customers that identified Company as the Partner of Record.

                     2.      Fee requirements. 

a.      Fees will be calculated on a per invoice basis.  For each Customer identifying Company as the Partner of Record, a statement (“Fee Statement”) will be sent with details of the invoice and applicable fees for that Customer.  If applicable, Company must invoice Microsoft (or an affiliate as specified on the Fee Statement) for the Fees associated with that Customer within 30 days after the date of the Fee Statement.  If Company has any questions regarding a Fee Statement, it must contact Microsoft promptly in writing.  Unless Microsoft in its sole discretion allows otherwise, a Fee Statement expires 30 days after the Fee Statement date and no Fees will be paid if Company’s invoice was sent to Microsoft or an affiliate on or after the Fee Statement expiration date.  Fees may be paid in the currency in which Microsoft or an affiliate invoices the customer.

b.      Taxes, credits and other agreements.  Fees are calculated net of taxes and governmental charges received from the Customer.  If the Customer receives a credit from Microsoft or an affiliate (such as due to a pricing promotion or invoicing error, but excluding any credits granted under the terms of a Service Level Agreement), Company’s future Fee payments may be adjusted to reflect the credit.  Microsoft may recover any and all Fees overpaid for any reason, for example as a result of a reduction in the number of licenses in Customer’s Subscription, termination of a Subscription, or termination of the MOSPA.  Fee recovery may be accomplished by reducing future Fees to be paid to Company.

c.      Effect of Termination or Cancelation.  In the event of termination of a Microsoft Online Subscription Agreement or Subscription on which Company is named as the Partner of Record, the Fees will only be paid for the last full calendar month in which the Microsoft Online Subscription Agreement or the Subscription, as applicable, was active.  If a Customer designates a new Partner of Record for a Subscription, the new Partner of Record will receive the Recurring Fees (defined below) as of the effective date of the change in Partner of Record. 

d.      Restrictions on Fees.  No Fees will be paid if Customer opts-out of the Subscription within the first 30 days of the Subscription.  Only Subscriptions with an effective date during the term of this Agreement are eligible for Fees.  Company is not eligible to receive Fees for any Online Services acquired by, or services provided to, Company or any of its affiliates, and vice versa.