Príloha 1b

GOVERNMENT SECURITY PROGRAM SOURCE CODE AGREEMENT

This Government Security Program Source Code Agreement (“GSP Code Agreement”) is an agreement between Microsoft Corporation (“Microsoft”) and ___________________ (“Your Agency”), acting on behalf of the government of _________________ (“Your Government”). It becomes effective on _____________ ("Effective Date").

Introduction
This GSP Code Agreement is a framework for licensing source code from Microsoft, including information Your Government obtains from or about the source code (collectively called “Source Code”).  This GSP Code Agreement describes terms that always apply, and must be accompanied by one or more attachments with specific information (“Authorizations”) that describe the Source Code to be provided, what can be done with it, and for  how long. The GSP Code Agreement and any Authorizations together become the full Agreement (“Agreement”). The license to access Source Code begins when Your Agency and Microsoft sign both this GSP Code Agreement and any associated Authorizations. 

1.	Authorized Personnel And Protecting of Source Code

1.1	Your Agency will act as a central coordinating agency for Source Code under this Agreement.  Your Agency may designate additional agencies in Your Government to access Source Code as Microsoft  and Your Agency might mutually agree (“Sponsored Agencies”), as described in an Authorization. 

1.2	The Agreement applies to all individuals that access the Source Code (“Personnel”).

1.3	Your Agency will sign one GSP Code Agreement and the initial GSP Authorization.  Your Agency may in the future sign additional Authorizations to support other efforts involving Source Code as Your Agency, any Sponsored Agencies, and Microsoft may mutually agree.

1.4	Your Agency and Microsoft agree that the existence of this GSP Code Agreement can be made public at a mutually agreed time and place, but except as expressly prohibited by applicable law, Your Government agrees to keep the contents, terms and conditions of this GSP Code Agreement and any Authorizations confidential unless mutually agreed upon by Your Agency and Microsoft.

1.5	Contractors or consultants supporting Your Agency or Sponsored Agencies will have the same rights and obligations Your Government has under the Agreement (and references to “Personnel” in the Agreement include such contractors and consultants as applicable), only if such contractors and consultants (a) are legally obligated by Your Government to abide by the same terms that apply to other Personnel under the Agreement and (b) have been approved in writing by Microsoft on a separate Additional Personnel exhibit. 

1.6	The Source Code is a highly valuable trade secret of Microsoft and confidential information. When Microsoft makes the Source Code available under the Agreement, Your Government agrees to:

•	never disclose it to anyone else (except as expressly permitted elsewhere in the Agreement)
•	keep it secret as Your Government would its most sensitive similar confidential information
•	use and access it only as described in the Agreement; and
•	ensure agreements and appropriate enforcement mechanisms are in place with Personnel that protect its secrecy.

1.7	If Your Agency or any Sponsored Agency are required by a court or any other authority to disclose any portion of the Source Code, Your Agency must give Microsoft prompt notice of the order so that Microsoft can seek an appropriate protective order (or equivalent).

1.8	Access to the Source Code will be provided via MSDN Code Center Premium (“CCP”) or via other methods Microsoft may provide. Using an access system as described below, Personnel will be enabled to access the Source Code under this GSP Code Agreement on a “need to know” basis. Your Agency will administer access to the Source Code by Personnel as follows:

•	Personnel must each utilize a personal smart card provided by Microsoft for access to the Source Code, and will not share the smart card or any other means of Source Code access with anyone else;
•	Subject to the next bullet, new Personnel can be substituted by Your Agency upon written notice to Microsoft, but no individual smart card can be reassigned more frequently than once in any 90-day period;
•	Contractors and consultants can be used to fill any Personnel slot in the access system, provided they have been properly qualified as described above in Section 1.5. 
•	Personnel will access the Source Code only in the same manner and location as they would access Your Government’s most sensitive similar confidential information, as described in the Authorization Form, and will not permit any other person to view or access the Source Code in any way.

2.	Enabled License Grants. This Section describes the rights (“License Grants”) Your Government may obtain for Source Code. An Authorization, once signed by Your Agency and Microsoft, specifies the License Grant that applies to Source Code specified in the Authorization, and may include additional rights and obligations as Your Agency and Microsoft may mutually agree. 

2.1	Reference. A “Reference Grant” permits Your Government to use Source Code as a reference, in “read only” form, for the purpose specified in the Authorization. Your Agency may use the Source Code in digital or printed form as supplied by Microsoft.  Your Agency may also view it using a debugger.

2.2	Source Code Validation and Experimentation. A “Validation Grant” permits Personnel to work with Microsoft personnel on Source Code at Microsoft’s development facilities in the USA or elsewhere, on a mutually agreed upon project, as described and mutually agreed in an Authorization.

2.3	Recommended Services. If Microsoft technical personnel assessing a proposed or current Authorization determine that for the success of the work described in an Authorization it is necessary to retain the services of Microsoft Consulting Services, Microsoft Product Support Services or a qualified third party service provider (“Recommended Services”), Your Government may enter into an agreement for such services in accordance with standard terms and conditions for such services.  In the event Your Government does not obtain the Recommended Services, Your Government acknowledges that the success of the associated work may be negatively impacted.

2.4	Condition to License Grants. As a condition of each license grant, Your Government will not take any action that would (a) create, or purport to create, obligations for Microsoft with respect to the Source Code or any derivative work thereof; or (b) grant, or purport to grant, to any third party any rights or immunities under Microsoft’s intellectual property or proprietary rights in the Source Code or any derivative work thereof.

2.5	No Other Licenses. The parties agree that use of certain interfaces or data structures within the Source Code is unsupported, and may create additional support burdens for Your Government and Microsoft or adversely affect the user experience with Microsoft’s products, or other products created for a Microsoft platform. Accordingly, Microsoft grants no right under the Agreement to use the Source Code for the purpose of discovering and/or using interfaces (e.g. functions, protocols, on-disk or in-memory storage structures) other than those published by Microsoft and made publicly available (e.g., via Software Development Kits, Driver Development Kits, Microsoft Developer Network). All rights not expressly granted are reserved by Microsoft.

2.6	Comments and Suggestions. Microsoft invites Your Government’s comments and suggestions on the Source Code and other product-related technical and operational information that Microsoft may disclose to Your Government. If Your Government gives Microsoft comments and suggestions regarding bug fixes, enhancements or other modifications to the Source Code or other such information, Microsoft may, in connection with Microsoft products and services use, disclose or otherwise commercialize in any manner, Your Government’s comments and suggestions in any way it wants, entirely without any obligation or restriction based on intellectual property rights or otherwise.

2.7	Source Code and Software Development Kit Improvements. Your Agency agrees to use best efforts (a) to promptly notify Microsoft of any security concerns Your Agency may have as a result of Your Government’s use of the Source Code, and (b) to provide Microsoft with comments and suggestions that might improve the effectiveness of any Software Development Kits that support efforts being performed by Your Government for which Source Code is being used. 

3.	No Warranty. Microsoft provides source code to your government without any express, implied or statutory warranty, not even the implied warranty of merchantability or fitness for a particular purpose, or the warranty of title or non-infringement. 

4.	Limitation of Liability. Your Government agrees that Microsoft will not be liable under the agreement for any indirect, consequential, special, incidental or punitive damages. 

5.	Term & Termination

5.1	Term. This GSP Code Agreement is in effect for 3 years from the Effective Date. The term of a license grant for Source Code is specified in each Authorization. The term of an Authorization may be shorter than this GSP Code Agreement but can never be longer. In addition, this GSP Code Agreement and any Authorizations may end earlier as described below. 

5.2	Ending. In the event any unauthorized disclosure of the Source Code is discovered, or if Microsoft reasonably determines that there has been a breach of the Agreement, Microsoft may end this GSP Code Agreement or any Authorization in its sole discretion.  Either party may end this GSP Code Agreement or any Authorization by giving the other party 90 days’ written notice.  If this GSP Code Agreement is ended, all Authorizations end. If only a particular Authorization is ended, this GSP Code Agreement and other Authorizations, if any, are not affected.

5.3	Surviving Terms. Even if this GSP Code Agreement ends, the following terms remain in effect:  Sections 1, 2.4, 2.5, 2.6, 3, 4, 5, 7, 8 and 9. In addition, in the event Your Government grants Microsoft any licenses under this Agreement, such licenses will survive even if this Agreement ends. 

5.4	Returning Items. When Your Government’s license to any Source Code ends, Your Government must immediately return to Microsoft or destroy all copies of that Source Code and any associated materials such as smart cards. If Microsoft requests, Your Government agrees that a senior official of Your Government will provide Microsoft with a letter stating that all copies of the Source Code have been returned or destroyed.

6.	Notices

6.1	If Your Government or Microsoft need to send a notice under the Agreement, the notice will be considered given one day after delivery to a commercial courier service using tracking capabilities and overnight or similarly expedited delivery, postage prepaid. All notices must be addressed as follows:

To Your Agency: | | | To Microsoft: |
| | | Microsoft Corporation |
| | | One Microsoft Way |
| | | Redmond, WA  98052-6399 USA |
Attention: | | | Attention: | Platforms Business Management
Phone: | | | Phone: | +001 (425) 882-8080
Fax: | | | Fax: | +001 (425) 706-7329
Email: | | | Email: | gspteam@microsoft.com
| | | Copy to: | Law & Corporate Affairs
| | | Fax: | +001 (425) 706-7409

6.2 	Either Your Government or Microsoft may change these addresses by giving notice of the change.

7. 	Governing Law/Venue/Attorney Fees. The Agreement will be governed by the laws of the State of Washington, excluding its conflicts of laws, of the United States of America. Your Government agrees that any claims Your Government brings relating to the Agreement will be brought exclusively in the federal courts in King County, Washington, unless no federal subject matter jurisdiction exists, in which case Your Government consents to exclusive jurisdiction and venue in the Superior Court of King County, Washington. Your Government agrees that the United Nations Convention on Contracts for the International Sales of Goods will not apply to the Source Code under the Agreement. If either Your Government or Microsoft uses attorneys to enforce rights relating to the Agreement, the prevailing party will be entitled to recover its reasonable attorney fees, costs and other expenses.  

8.  	Liability. Your Government will be fully responsible for the full compliance by Your Government’s personnel, contractors and consultants with all obligations under the Agreement. 

9.	Outcome If Some Sections Are Invalid. If a part of the Agreement, other than Sections 1, 2.4, 2.6, 3, 4, 10 or 11, is held by a competent court to be unenforceable, the rest will remain in effect. If Sections 1, 2.4, 2.6, 3, 4, 10 or 11 are held by a competent court to be unenforceable, the Agreement ends immediately. 

10.	Your Government Cannot Assign the Agreement.  If Your Government attempts to assign the Agreement for any reason, the Agreement ends immediately. As used in the Agreement, the term “assign” includes any attempt to shift responsibility for or control of any performance under the Agreement to other than the Your Agency or Sponsored Agencies. 

11.	Approvals. Your Government must, at Your Government’s expense, obtain and maintain any approvals, consents, licenses, authorizations, declarations, filings, and registrations as may be necessary or advisable for Your Government’s performance under the Agreement. Your Government must also pay (and indemnify Microsoft if Microsoft gets charged) for any sales taxes, use taxes and any other taxes imposed by any jurisdiction as a result of the entry into this Agreement, the performance of any of its provisions, or the transfer of any property or rights under it. 

12.	Export Restrictions. The Source Code is subject to U.S. export jurisdiction. Your Agency must comply with all applicable international and national laws that apply to it, including the United States Export Administration Regulations, as well as end-user, end-use and country destination restrictions issued by the United States and other governments. For information on exporting Microsoft products, see http://www.microsoft.com/exporting/.

13.	Controlling Language. Although a translation may be provided for Your Agency’s convenience, the Agreement has been executed in the English language, which shall be the sole and controlling language used in interpreting or construing its meaning.

14.	Entire Agreement. The Agreement, which includes any executed Authorizations, is the only agreement between Your Government and Microsoft covering the subject matter of the Agreement. It supersedes all other contemporaneous agreements and communications on the subject. However, if there is a conflict between this GSP Code Agreement and an Authorization, the terms of the Authorization will prevail with regard to the subject matter in the applicable Authorization. The Agreement will not be modified unless Your Government and Microsoft sign an amendment after the Effective Date. Neither Your Government nor Microsoft waives the right to claim breach of contract unless the waiver is in a signed, written document. A waiver only applies to things described in that document; it does not apply to other breaches of contract.

We agree to everything in this GSP Code Agreement.
MICROSOFT CORPORATION | |
| | Your Agency, Country
By | | By
Name (print) | | Name (print)
Title | | Title
Date | | Date

GOVERNMENT SECURITY PROGRAM AUTHORIZATION
This Authorization describes a specific instance of a Source Code license between Your Government and Microsoft. When executed by Microsoft and a Your Agency or a Sponsored Agency, this Authorization becomes part of the Agreement. 
A.	Microsoft gives Your Government the following License Grant to the Source Code as described in the Government Security Program Source Code Agreement: Reference Grant.
B.	Microsoft licenses the following Source Code to Your Agency: Premium Source Kit for Windows 2000, Windows XP, Windows .Net Server and subsequent releases during the term of this License Authorization (“Windows Premium Source Kit”) as provided by Microsoft. 
C.	Your Government can only use the Source Code Your Government’s facilities at ____________________________________________________________________________________ ________________________________________________________________________________________________________________________________________________________________________or at designated Microsoft facilities.
D.	Your Government can only use the Source Code for the exclusive purposes of: internal security audits of Microsoft Windows operating systems; assisting Your Government in security analysis, support and development of internally deployed products for the Microsoft platform; and Your Government’s ongoing security analysis and support of Your Government’s deployments of Microsoft Windows operating systems. 
E.	During the time that Personnel have access to the Source Code, and for one year following the date they last accessed the Source Code, Your Government will restrict Personnel from contributing to the development of software that provides substantially similar functionality to the features of the operating system(s) for which they accessed Source Code. These restrictions only apply to individuals that have accessed the Source Code. This section still applies, even if this Authorization or the GSP Code Agreement ends.
F.	A fee of $0 will apply for the rights granted by Microsoft in this Authorization. Microsoft may recommend Required Resources at Your expense as described in Section 2.3 of the GSP Code Agreement.
G.	This Authorization is effective for one year from ______________ and renews automatically, if:
•	the GSP Code Agreement remains in effect; and
•	neither Your Government nor Microsoft notifies the other at least 30 days before the end of the then-current term that it should not be renewed.
This Authorization can never be renewed for a term longer than the time remaining on the GSP Code Agreement, and may end earlier as explained there.

H.	[OPTIONAL SECTION] Microsoft invites technical representatives of Your Government to visit Microsoft Corporation Headquarters in Redmond, Washington to participate in an information exchange.  During the visit representatives of Your Government will be given the opportunity to review the Source Code  and certain aspects of the development, test or deployment processes, and further project specific work pursuant to the purpose described in Section D above, and to interact with certain Microsoft personnel on these subjects, as mutually agreed and subject to Your Government personnel and Microsoft facilities and personnel availability.
SIGNATURE OF PRIMARY PARTIES:
We agree to everything in this License Authorization.

MICROSOFT CORPORATION	
	Your Agency
			
Signature	Signature
					
Name (Print)	Name (Print)
					
Title	Title
			
Date	Date

SIGNATURE OF SPONSORED AGENCY: (IF APPLICABLE)
We agree to everything in this Authorization and that we are bound by the GSP Code Agreement.

Sponsored Agency	

Signature	
			
Name (Print)	
			
Title	
		
Date	

GOVERNMENT SECURITY PROGRAM 
Additional Personnel Exhibit (Contractors/Consultants)
SIGNATURE OF PRIMARY PARTIES:
We agree that the listed Contractors and/or Consultants are entitled to the same benefits as Your Agency personnel, and that Your Agency assumes full responsibility along with Contractors and/or Consultants for compliance with the GSP Code Agreement  and any related Authorizations.

MICROSOFT CORPORATION	
	Your Agency
			
Signature	Signature
					
Name (Print)	Name (Print)
					
Title	Title
			
Date	Date

SIGNATURE OF INDIVIDUAL CONTRACTOR/CONSULTANT EMPLOYEES:
We agree to everything in the attached Authorization and that we are bound by the GSP Code Agreement.  We further agree that Microsoft may enforce the Agreement’s terms.

Consultant/Contractor Organization	Consultant/Contractor Organization

Signature	Signature
					
Name (Print)	Name (Print)
					
Title	Title
			
Date	Date

Consultant/Contractor Organization	Consultant/Contractor Organization

Signature	Signature
					
Name (Print)	Name (Print)
					
Title	Title
			
Date	Date