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EXHIBIT E <br />Microsoft Cloud Agreement <br />US Government Community Cloud <br />This Microsoft Cloud Agreement is incorporated into the Government Contract entered into <br />between the customer who is a Government entity ("Customer") and the person or entity who <br />has entered into a prime contract with the Customer ("Contractor") as an addendum and <br />governs Customer's use of the Microsoft Products. It consists of the terms and conditions <br />below, Use Rights, SLA, and all documents referenced within those documents (together, the <br />"agreement"). It is effective on the date that the Contractor provisions the Customer's <br />Subscription. Key terms are defined in Section 9. <br />1. Grants, rights and terms. <br />All rights granted under this agreement are non-exclusive and non -transferable and apply <br />as long as neither Customer nor any of its Affiliates is in material breach of this agreement. <br />a. Software. Upon acceptance of each order, Microsoft grants Customer a limited right <br />to use the Software in the quantities ordered. <br />L Use Rights. The Use Rights in effect when Customer orders Software will apply <br />to Customer's use of the version of the Software that is current at the time. For <br />future versions and new Software, the Use Rights in effect when those versions <br />and Software are first released will apply. Changes Microsoft makes to the Use <br />Rights for a particular version will not apply unless Customer chooses to have <br />those changes apply. <br />ii. Temporary and perpetual licenses. Licenses available on a subscription basis are <br />temporary. For all other licenses, the right to use Software becomes perpetual <br />upon payment in full. <br />b. Online Services. Customer may use the Online Services as provided in this agreement. <br />i. Online Services Terms. The Online Services Terms in effect when Customer <br />orders or renews a Subscription to an Online Service will apply for the <br />applicable Subscription term. For Online Services that are billed periodically <br />based on consumption, the Online Services Terms current at the start of each <br />billing period will apply to usage during that period. <br />ii. Suspension. Microsoft may suspend use of an Online Service during Customer's <br />violation of the Acceptable Use Policy or failure to respond to a claim of alleged <br />infringement. Microsoft will give Customer notice before suspending an Online <br />Service when reasonable. <br />iii. End Users. Customer controls access by End Users, and is responsible for their <br />v11222017 <br />