MICROSOFT IRELAND OPERATIONS LIMITED (MIOL)

OPEN VALUE AUTHORIZED RESELLER REQUEST FOR PROPOSAL

RFP Briefing Guide

March 2019

The purpose of this document is to provide interested resellers with a briefing on the process Microsoft intends to follow in evaluating responses from organizations wishing to be appointed with the authorization to operate as an authorized reseller under Open Value in Russia

This document is strictly confidential and is not to be discussed outside your COMPANY. In addition, this is subject to the terms and conditions of the non-disclosure agreement executed between your COMPANY and Microsoft.

LEGAL AND TERMS

Please read this section carefully before reading ahead.

By responding to the documents pertaining to the Microsoft Open Value Reseller Request for Proposal (“Request for Proposal” or “RFP”) and submitting the RFP response to Microsoft Ireland Operations Limited (“MIOL” or “Microsoft”) you agree to the following terms.

If you do not agree to these terms and conditions you must not submit an RFP response.

The RFP shall be governed by, and construed in accordance with, the laws of Ireland. Any dispute arising out of or in connection with, or concerning the carrying into effect of the RFP shall be subject to the exclusive jurisdiction of the Courts of Ireland and you hereby submit to the exclusive jurisdiction of the Courts of Ireland for these purposes.

The entity who responded to participate in this RFP is herein referred to as the “Company” or the “RFP Participant”.

This document is an information document about Microsoft’s current intent and has been prepared for briefing purposes only. This document does not purport to be all-inclusive or to contain all information that you may require. This document is not intended to be binding on Microsoft and does not form part of any agreements that you will be signing with Microsoft as a result of this RFP. The information provided as to product licensing, references to prices, processes and dates should be read as being indicative only and should not be deemed to be a definitive authoritative source. Nothing in this document or any communication between you and Microsoft in the context of this RFP will in any way impose a legal obligation on Microsoft or its affiliates, or commits Microsoft to award or enter into any contract. You should conduct your own investigations and due diligence and make your own projections and conclusions. You should consult your advisors to verify independently the information contained in this RFP and to obtain any additional information that you may require, prior to submitting a response.

All information regarding this RFP and/or included in the RFP documents is proprietary information of Microsoft. Microsoft requests that this information be kept confidential and you are not permitted to share any information related to the RFP with unauthorized third parties.

All Company information marked as confidential or proprietary will not be disclosed to other RFP Participants at any time prior, during or after the selection process. All documentation submitted by you will become property of Microsoft and will not be returned.

Microsoft may release to and share with its affiliates all documentation submitted by you as part of your response to this RFP. You accept and agree that Microsoft affiliates participate in the RFP process, including the evaluation of the proposals, and will not qualify Microsoft affiliates as third parties in the respect of access to any relevant information.

To the maximum extent permitted by law, Microsoft and any of its affiliate:

1. make no representation, warranty or conditions, or provide any undertaking, expressed or implied as to the accuracy, adequacy, reliability, reasonableness or completeness of the information or any statement in this document;
2. except for any obligations arising from an agreement entered into with you as a result of this RFP, will not have any liability (including for negligence) for any losses, costs, fines, damages or other liabilities, contingent or otherwise, arising from this RFP (including legal and professional fees), including from statements, opinions, information or matters (express or implied) arising out of, contained in or derived from (directly or indirectly) this RFP, for any errors or omissions from or failure to correct any information in this RFP or oral communications transmitted or made available to you in connection with this RFP; and
3. are not under any duty of disclosure or fiduciary duty or any obligation to update any information contained in this document or any other written or oral communication transmitted or made available to you, or to notify you should any such information cease to be correct.

Microsoft reserves the right, at its sole discretion and without liability, cost or penalty, at any time and without notice to you:

1. to terminate or modify any aspect of the RFP and RFP evaluation process without providing any reason;
2. RFP Participant not selected by Microsoft in this RFP may be entitled to participate in any later RFP or other mechanism once they may become available;
3. cancel or withdraw this RFP with or without the substitution of another RFP, to alter the terms and conditions of this RFP (including, without limitation, extending the times and deadlines referred to herein), and to conduct investigations as to the qualifications of each RFP Participant at any time;
4. request clarification where any RFP Participant's intent is unclear, or waive or request amendments where, in the opinion of Microsoft, there is an irregularity or omission in the information that has been submitted in the response. Microsoft, is not obliged to seek clarification of any aspect of a response and may, in its sole discretion, request clarification from some but not all RFP Participants;
5. choose to meet with some or all of the RFP Participants to discuss aspects of their responses. Microsoft may, in its sole discretion, visit the existing place or places of business of some or all RFP Participants for purposes of clarification or verification. Such a visit will take place at a time that is mutually agreeable to Microsoft and the RFP Participant, but in any case no later than 14 calendar days after Microsoft makes a request to visit the RFP Participant’s place or places of business;
6. to require any RFP Participant to execute an authorization agreement before that RFP Participant can act as an Open Value reseller; and
7. to the extent permitted by the applicable law, verify any RFP Participant’s statements or claims by whatever means Microsoft deems appropriate, including contacting references other than those offered by the RFP Participant, and may reject any RFP Participant statement or claim if, in the judgment of Microsoft, the statement or claim is unwarranted or not credible. The RFP Participant will co-operate with Microsoft in its attempts to verify any such statement or claim, if so requested by Microsoft; and
8. to use and disclose the ideas, concepts, know-how, solutions, techniques and other information which may be contained in the RFP Participant’s response or which may otherwise be disclosed in connection with this RFP notwithstanding that the RFP Participant may not be selected by Microsoft.

Each party will bear its own costs in connection with the RFP.

Upon request, you must promptly return this document, together with any material received in connection with it without retaining any copies.

DOCUMENT OVERVIEW

Organizer of this RFP is Microsoft Ireland Operations Limited (hereinafter also referred to as “MIOL” or “Microsoft”). The purpose of this RFP Briefing Guide is to provide the RFP participants with a briefing on the process MIOL intends to follow in evaluating responses from organizations wishing to be appointed with the authorization to operate as a Microsoft Authorized Reseller under the Open Value Program in Russia in consideration of the local market specifics. For more information about the Open Value Program and important improvements Microsoft is introducing as of July 1^st, please see the Program Guide attached to this document.

In particular this document outlines an overview of:

• The objectives that Microsoft seeks to achieve;
• Explaining why it makes available requests for proposals for the Resellers in local market;
• Defining performance criteria and other relevant factors for a Microsoft Authorized Reseller in consideration of the local market specifics; and
• The process steps and key milestones by which the Authorized Reseller business will be evaluated.

This RFP Briefing Guide is to be read in conjunction with the RFP documents, namely, RFP Questionnaire and Partner Vetting Questionnaire, attached here to.

The Authorized Reseller appointment as a result of this RFP will be implemented in alignment with the Authorized Reseller Channel Agreement process with Microsoft Ireland Operations Limited. New Authorized Resellers will be on-boarded as part of the standard Authorized Reseller Channel Agreement process with MIOL upon notification of their acceptance.

Upon Microsoft’s discretionary decision, this process may or may not result in changes being made to the existing channel structure including but not limited to:

1. Changes being made to the existing channel structure and / or performance criteria.
2. Additional Authorized Resellers being added to the existing channel structure.
3. Authorized Resellers being placed into “performance management” as a first step towards potential termination of their Authorized Reseller status.
4. Authorized Resellers being de-authorized and termination of their Authorized Reseller status.
5. Further evaluations being conducted.

APPOINTMENT

• Microsoft chooses to appoint 3^rd parties to be authorized to operate as an Authorized Reseller.
• 3^rd parties have the choice to operate their business as they see fit and are free to choose to seek to be appointed as an Authorized Reseller.
• While the Authorized Reseller is not a legal agent of Microsoft, that appointment and maintaining the authorization to operate as an Authorized Reseller requires those parties to meet the criteria and execute the operating Authorized Reseller requirements as lawfully specified by Microsoft.

OBJECTIVES

Microsoft has been driving cloud innovation for years. This innovation and growth are powered by our people and our mission to empower every person and every organization on the planet to achieve more.

CAPACITY
Microsoft seeks to align the authorized reseller channel with the company’s digital evolution. We want to provide our shared customers with a channel that can provide the right partners for their needs, and couple business solutions and services with licensing solutions in the cloud.

CAPABILITY
We will equip and support partners to meet the digital transformation needs of their customers, to do more with Microsoft’s solutions, services and products, and to enhance their profitability. Our partner teams, resources, tools, and programs will enable authorized resellers to build cloud applications and solutions, and then reach customers and users through marketplaces and opportunities to sell with Microsoft.

ALIGNMENT
We will continue as a business to regularly reevaluate business priorities, customer and partner needs, and industry trends. Customers and partners are making their digital transformation decisions now. Our competitors are also jockeying for a share of this market. Capturing the enormous opportunity ahead will require all of us to continually embrace new thoughts and ideas, contribute to innovative solutions, and support one another as we forge a new model of working together.

BASIC REQUIREMENTS

In order to meet the performance criteria, Company will need to be able to influence the market and its customers. Customers should be encouraged to take a holistic approach in planning their IT architectures and IT investments in order to optimize their IT portfolio and deliver the optimal business outcomes.

Microsoft sees benefit in resellers that are able to emphasize the following points to customers:

• Holistic IT planning to optimize IT and align it to expected business outcomes.
• Focus on proactive planning of the total IT portfolio as opposed to piecemeal, project-based IT delivery.
• Highlighting the value and cost benefits of buying Microsoft suites such as a Server and Cloud Enrollment (Azure, Windows Server, SQL Server, developer tools etc), or Microsoft 365 (Windows 10, Office 365, Enterprise Mobility Suite etc). Once customers understand the totality of their requirements, what they would spend based on individual licensing of discrete Microsoft products and potentially adding 3^rd party software, the benefit of Microsoft licensing suites is apparent.

CERTIFICATIONS
Successful Authorized resellers should have an active plan for how they obtain and maintain relevant licensing and technical competencies under the Microsoft Cloud Partner Program (https://partner.microsoft.com/ru-ru/solutions/find-partner-rus).

SALES AGILITY
Authorized resellers should have to agility to grow, develop and bring a complete software, solution to our shared customers.

All employees involved with the reseller’s daily operations or working with Microsoft customers need to complete Microsoft’s online compliance course.

LICENSING COMPLIANCE
The authorized reseller must ensure that its customers acquire from the authorized reseller or Microsoft sufficient numbers of Microsoft licenses for software, client access licenses, terminal service licenses, subscription agreements for web services, and/or Software Assurance to match:

1. The quantities of the licensed software or services actually provided to the customer; and
2. The maximum number of users and/or devices that may actually access or use the licensed software or services under the customer agreement.

The authorized reseller will promptly notify Microsoft of any known or suspected failure by a Customer to possess sufficient numbers of Microsoft licenses.

Training Attendance
Authorized reseller personnel who engage with customers around Microsoft’s Licensing and IT Portfolio should attend and take advantage of training sessions that Microsoft (or any other Microsoft entity) offers. For example, events such as Microsoft’s Inspire Conference and other local events provide additional information and guidance relevant to successfully conducting authorized reseller business.

REQUIRED PROCESSES

AUTHORIZED RESELLER BACK OFFICE OPERATIONAL COMPLIANCE

As per the Authorized Reseller Channel Agreement that will be signed with Microsoft, if any.

COMPLIANCE WITH LAWS AND MICROSOFT’S ANTI-CORRUPTION POLICY.

Microsoft Corporation, and all of its subsidiaries and joint ventures worldwide requires its channel partners (referred to in its compliance policies as “Microsoft Representatives”) to comply with all applicable Anti-Corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act (FCPA) and the U.K. Bribery Act and anti-money laundering laws of the countries in which we operate. In accordance with these laws, no Microsoft Representative shall directly or indirectly pay or offer to pay a bribe, or provide another thing of value for obtaining an improper benefit, to any third-party, public or private, with whom Microsoft is doing business.

Microsoft prohibits corruption of Government Officials and the payments of bribes or kickbacks of any kind, whether in dealings with public officials or individuals in the private sector. Microsoft policy also specifically prohibits facilitating payments, also known as “grease” or “speed” payments which small payments are to secure or expedite a routine government action by a Government Official.

Microsoft policies require that employees should deal only with “Representatives that they believe are legitimate businesses, qualified to perform the service or function for which they are being retained, and that have a reputation for integrity.” Upon contracting a Representative and then periodically, Microsoft conducts appropriate due diligence or “vetting” of Microsoft Representatives. Representatives must comply with Microsoft’s vetting procedures. Microsoft appreciates the understanding and cooperation of Representatives in providing accurate and timely information and responses to Microsoft’s vetting processes.

RFP Participants are required to complete the Partner Vetting Questionnaire in accordance with Microsoft’s commitment to comply with all applicable Anti-Corruption laws and Microsoft policies, including the Anti-Corruption Policy for Representatives, available online at Anti-Corruption Policy for Representatives.

Microsoft retains full rights to refuse contracting or terminate a contractual relationship on the basis of its compliance policies, due diligence and/or vetting process, or compliance audit.

RFP PROCESS

RFP STAGES
The RFP process includes the following stages:

1. RFP issue. RFP documentation is issued to the participants by way of publication on MPN portal [https://partner.microsoft.com/ru-ruLicensing/russia-rfp]. RFP documentation includes: RFP Questionnaire and Partner Vetting Questionnaire.
2. RFP clarification. RFP participants may submit requests for clarification of RFP documentation and expectations by sending an e-mail to RFPQANDA@microsoft.com not later than by April 01, 2019. MIOL will do reasonable efforts to consider the request and respond within 5 (five) business days. Where we deem questions to be generic and relevant to all RFP Participants, we will post answers to MPN portal. Where your question is specific, and/or you indicate that you wish your question to be answered in confidence, we will respect that confidence. MIOL will assist you in addressing any question you may have.
3. RFP submissions. RFP participants must submit their materials in response to the RFP not later than by April 15, 2019, as specified in the “RFP Timeline” section below. Submissions received after this date will not be accepted and assessed. The RFP submissions shall be made in English language by way of responding to RFP Questionnaire and Partner Vetting Questionnaire. Completed documents shall be delivered by e-mail to RFPQANDA@microsoft.com.
4. RFP assessment. RFP submissions are to be reviewed and assessed by the Steering Committee comprising of representatives of MIOL, Microsoft Corporation and its affiliates (including Microsoft RUS). The assessment is performed based on various aspects as outlined in the RFP Questionnaire and Partner Vetting Questionnaire (such as legal, marketing, financial, operational, and compliance aspects). MIOL reserves the right to request additional information from the RFP participants, as it deems necessary.
5. RFP decision announcement. MIOL announces final decision to each RFP participant by way of sending an e-mail to the address provided in the participant’s response.

The intended RFP timeline is set out below.

MIOL reserves the right to change any of the dates outlined below. In the event of any change MIOL will inform all RFP participants by posting information on MPN portal [https://partner.microsoft.com/ru-ru/Licensing/russia-rfp].