MICROSOFT CERTIFIED TRAINER ALUMNI PROGRAM AGREEMENT
This Microsoft Certified Trainer Alumni Program Agreement (“Agreement”) is a legal document between
Microsoft and you regarding your participation in the Microsoft Certified Trainer Alumni Program (“MCTAlumni Program”). Please read this Agreement carefully. You will be asked to accept the terms of thisAgreement to enroll and participate in the MCT Alumni Program. BY SELECTING “I ACCEPT”, YOU AGREETO BE BOUND BY THE TERMS OF THIS AGREEMENT. YOU MUST ACCEPT THIS AGREEMENT BEFOREYOU CAN PARTICIPATE IN THE MCT ALUMNI PROGRAM. IF YOU DO NOT AGREE, DO NOT SELECT “I
ACCEPT”. This Agreement is effective on the date You accept the terms and conditions of thisAgreement (the “Effective Date”).

AGREEMENT
1. DEFINITIONS.
1.1. “Affiliate” means any legal entity that owns, is owned by, or is commonly owned a party. Own
means having more than 50% ownership or the right to direct the management of the entity.
1.2. “Microsoft” means Microsoft entity identified in Section 10.9 of this Agreement.
1.3. “Microsoft Certified Trainer Program” or “MCT Program” means the Microsoft program thatcertifies individuals who holds the Microsoft Certification credential to teach a particular
Microsoft technology and who has demonstrated they have the instructional skills and technicalqualifications to deliver instructor-led training on Microsoft technologies.
1.4. “You” means the individual who meets the eligibility requirements listed in this Agreement to join
the MCT Alumni Program who has accepted this Agreement.
2. MCT ALUMNI PROGRAM OVERVIEW.
The MCT Alumni Program is for former MCT Program members who are no longer eligible to participate
in the MCT Program because they do not hold current Microsoft Certifications or they no longer provide
training on Microsoft technologies. The MCT Alumni Program offers former MCT Program members
access to the MCT Alumni Program benefits described at the MCT Alumni Members’ website. You may
elect to join the MCT Alumni Program at any time during the year and enjoy a full year of participation.
If You have questions about the MCT Alumni Program requirements, please contact your region’s
Microsoft Regional Service Center (“RSC”).
3. ENROLLMENT IN THE MCT ALUMNI PROGRAM.
To enroll or re-enroll in the MCT Alumni Program, You must:a. meet the criteria to participate in the MCT Alumni Program, complete and submit the online
MCT Alumni Program application form and all requested documentation to the address
specified in the MCT Alumni enrollment tool located on the MCT member website (application
process and timeline may vary by country or region),b. pay the annual MCT Alumni Program fee when You submit your application form. Fees varydepending on your country/region of residence. Please refer to the online MCT Alumni Program
Fees table for specific information, andc. agree to the terms and conditions in the current MCT Alumni Program agreement by selecting “I
Accept” and submitting the current MCT Alumni Program agreement to Microsoft.

Please allow at least two weeks for the processing of your application. You will be notified by email if
your application has been approved or not approved. If approved, You will be granted access to the
MCT Alumni member website.
Microsoft is under no obligation to allow You to re-enroll in the MCT Alumni Program.
4. MCT ALUMNI PROGRAM REQUIREMENTS
The following requirements must be met at all times during the Term to maintain Your membership in
the MCT Alumni Program and to access or use any MCT Alumni Program benefit:a.
You must comply with the terms and conditions contained in this Agreement; andb.
MCT Alumni Program benefits may have additional terms, conditions, and licenses. You must
accept and comply with any additional terms associated with the benefit before You can usethat benefit. You may not use a MCT Alumni Program benefit if You do not comply with any
applicable additional terms, conditions, and licenses.
5. TRADEMARKS AND LOGOS
This Agreement does not grant any license to use Microsoft’s trademarks, trade names, or logos. If You
comply with the terms of this Agreement, You may identify itself as a participant in the MCT Alumni
Program.
6. CHANGES TO THE MCT ALUMNI PROGRAM. Microsoft reserves the right to discontinue the MCT
Alumni Program or to change the MCT Alumni Program and any benefit or aspect of the MCT Alumni
Program at any time for no reason. Microsoft will give You sixty (60) days’ notice if Microsoft intends todiscontinue the MCT Alumni Program. These notices will be sent to the email or address provided by
You in Your MCT Alumni Program application. You are responsible for notifying Microsoft if Your addresschanges.
All other changes will be posted on the MCT Alumni Program website. You are responsible for checking
the MCT Alumni Program website regularly for changes. Changes are effective on the date the changes
are posted. Changes do not apply retroactively. If You do not agree to the changes, your sole remedy is
to terminate your MCT Alumni Program Agreement and your participation in the MCT Alumni Program.
7. TERM AND TERMINATION.
7.1. Term: This Agreement is effective as of the Effective Date and will automatically terminate one (1)year from the Effective Date (the “Term”), unless terminated earlier in accordance with thisAgreement.
7.2. Renewal. This Agreement will not renew automatically. To continue to participate in the MCT
Alumni Program, You will need to re-enroll before the end of the Term by following the
instructions in Section 3 (Enrollment in the MCT Alumni Program). You are ineligible to re-enroll in
the MCT Alumni Program if previously terminated for cause.
7.3. Termination without Cause. Either party may terminate this Agreement at any time, withoutcause, on 30 days’ prior written notice.
7.4. Termination with Cause. Microsoft, at its sole discretion, may immediate terminate thisAgreement if:
a. You fail to comply with any of the terms and conditions in this Agreement,
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b. You falsified information in Your MCT Alumni Program application form,c. You engage in misappropriation or unauthorized disclosure of any trade secret or Microsoft
Confidential Information or pirate any Microsoft software, technology or product, orotherwise infringe any other intellectual property right of Microsoft; ord. You misrepresent Your certification status or relationship with Microsoft.
7.5. Effect of Termination or Expiration. In all events of expiration or termination of this Agreement,
Your membership in the MCT Alumni Program and all rights granted to You under the MCT Alumni
Program are immediately terminated. You must immediately stop use of any MCT Alumni Program
benefit. Neither party will be liable to the other for damages of any sort resulting solely fromterminating this Agreement in accordance with its terms.
7.6. Survival. Section 1 (Definitions) and all defined terms herein and Sections 7.5 (Effects ofTermination or Expiration), 7.6 (Survival), 8 (Disclaimer of Warranties), 9 (Limitation of Liability),and 10 (Miscellaneous) will survive the expiration or termination of this Agreement.
8. DISCLAIMER OF WARRANTIES. MICROSOFT AND ITS AFFILIATES PROVIDES THE MCT ALUMNIPROGRAM AND THE BENEFITS “AS IS”, AND WITHOUT WARRANTY OF ANY KIND. MICROSOFT AND ITS
AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES WHETHER EXPRESS, IMPLIED OR
STATUTORY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING ANY IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY OR
AVAILABILITY, ACCURACY, TITLE, NON-INFRINGEMENT, RESULTS, WORKMANLIKE EFFORT AND LACK OFNEGLIGENCE.
9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT WILL MICROSOFT OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL,
INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR THAT RELATES IN ANY
WAY TO THIS AGREEMENT OR THE MCT ALUMNI PROGRAM. THIS EXCLUSION WILL APPLYREGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, EVEN IF
MICROSOFT HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH DAMAGESWERE REASONABLY FORESEEABLE, OR WHETHER APPLICATION OF THE EXCLUSION CAUSES ANYREMEDY TO FAIL OF ITS ESSENTIAL PURPOSE.
10. MISCELLANEOUS
10.1. Notices. All notices required by this Agreement to be sent to Microsoft must be addressed to
Microsoft Certified Trainer Alumni Program, to the Microsoft entity identified in Section 10.9
(Microsoft Contracting Entity) of this Agreement. All notices required by this Agreement to be sent
to You will be sent to the email or physical address on your application form. It is Your responsibility
to keep your contact information with us updated.
10.2. Relationship. The parties are independent contractors. This Agreement does not create an
employer-employee relationship, partnership, joint venture, or agency relationship, and does notcreate a franchise. You may not make any representation, warranty, or promise on Microsoft’s
behalf.
10.3. Severability. If any court of competent jurisdiction determines that any provision of this Agreement
is illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.

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10.4. No Waiver. Any delay or failure by Microsoft to exercise a right or remedy will not result in a waiverof that, or any other, right or remedy.
10.5. Non-Exclusively. Your participation in the MCT Alumni Program is voluntary. Nothing in thisAgreement restricts You from teaching, supporting, promoting, distributing or using non-Microsoft
technology.
10.6. Export Restrictions. You acknowledge that the Microsoft content is of U.S. origin. You agree tocomply with all applicable international and national laws that apply to this content, including the
U.S. Export Administration Regulations, as well as end-user, end-use and country destination
restrictions issued by U.S. and other governments. For additional information, see
http://www.microsoft.com/exporting/.
10.7. Assignment. You will not assign, transfer, or sublicense this Agreement, or any right granted under
this Agreement, in any manner. Any attempted assignment, transfer, or sublicense, by operation oflaw or otherwise, will be null and void.
10.8. Attorneys’ fees. If either party employs attorneys to enforce any rights arising out of or relating tothis Agreement, the prevailing party will be entitled to recover its reasonable attorney’s fees, costs,
and other expenses, including the costs and fees incurred on appeal or in a bankruptcy or similaraction.
10.9. Microsoft Contracting Entity. The Microsoft contracting entity for this Agreement is determined by
the country or region where You are located. See details below:
10.9.1. The Microsoft entity for the following countries or regions is indicated below: Anguilla,
Antigua and Barbuda, Argentina, Aruba, Bahamas, Barbados, Belize, Bermuda, Bolivia, Brazil,
Canada, Cayman Islands, Chile, Colombia, Costa Rica, Curacao, Dominica, Dominican
Republic, Ecuador, El Salvador, French Guiana, Grenada, Guam, Guatemala, Guyana, Haiti,
Honduras, Jamaica, Martinique, Mexico, Montserrat, former Netherlands Antilles,
Nicaragua, Panama, Paraguay, Peru, Puerto Rico, Saint Kitts and Nevis, Saint Lucia, Saint
Pierre and Miquelon, Saint Vincent and The Grenadines, Suriname, Trinidad and Tobago,
Turks and Caicos Islands, United States, Uruguay, Venezuela, Virgin Islands (British) and
Virgin Islands (U.S.):
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052 USA
10.9.2. The Microsoft entity for the following countries or regions is indicated below: Afghanistan,
Albania, Algeria, Andorra, Angola, Armenia, Austria, Azerbaijan, Bahrain, Belarus, Belgium,
Benin, Bosnia and Herzegovina, Botswana, Bouvet Island, Bulgaria, Burkina Faso, Burundi,
Cameroon, Central African Republic, Chad, Comoros, Congo, Cote d’Ivoire, Croatia, Cyprus,
Czech Republic, Democratic Republic of Sao Tome and Principe, Democratic Republic of theCongo, Denmark, Djibouti, Egypt, Estonia, Ethiopia, Faeroe Islands, Finland, France, Gabon,
Gambia, Georgia, Germany, Ghana, Gibraltar, Greece, Greenland, Guadeloupe, GuineaBissau, Hungary, Iceland, Ireland, Israel, Italy, Jordan, Kazakhstan, Kenya, Kosovo, Kuwait,
Kyrgyzstan, Latvia, Lebanon, Lesotho, Liberia, Liechtenstein, Lithuania, Luxembourg, Libya,
Macedonia, Madagascar, Malawi, Mali, Malta, Mauritania, Mauritius, Moldova, Monaco,
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Mongolia, Montenegro, Morocco, Mozambique, Namibia, the Netherlands, New Caledonia,
Niger, Nigeria, Norway, Oman, Pakistan, Poland, Portugal, Qatar, Republic of Cape Verde,
Republic of Equatorial Guinea, Republic of Guinea, Republic of Senegal, Reunion, Romania,
Russian Federation, Rwandese Republic, Saint Helena, San Marino, Saudi Arabia, Serbia,
Seychelles, Sierra Leone, Slovakia, Slovenia, Somalia, South Africa, Spain, Svalbard and Jan
Mayen, Swaziland, Sweden, Switzerland, Tajikistan, Tanzania, Togo, Tunisia, Turkey,
Turkmenistan, Uganda, Ukraine, United Arab Emirates, United Kingdom, Uzbekistan, Vatican
City State, Yemen, Zaire, Zambia and Zimbabwe:
Microsoft Ireland Operations Limited
The Atrium, Block B, Carmenhall Road
Sandyford Industrial Estate
Dublin, 18, Ireland
10.9.3. The Microsoft entity for the following countries or regions is indicated below: Australia andits external territories, Bangladesh, Bhutan, Brunei Darussalam, Cambodia, Cook Islands, Fiji,
French Polynesia, French Southern Territories, Hong Kong, Indonesia, Kiribati, Lao People's
Democratic Republic, Macao, Malaysia, Maldives, Marshall Islands, Mayotte, Micronesia,
Nauru, Nepal, New Zealand, Niue, Northern Mariana Islands, Palau, Papua New Guinea,
Philippines; Pitcairn, Samoa, Singapore, Solomon Islands, Sri Lanka, Thailand, Timor-Leste,
Tokelau, Tonga, Tuvalu, Wallis and Futuna Islands, Vanuatu and Vietnam:
Microsoft Regional Sales Corporation
438B Alexandra Road #04-09/12
Block B, Alexandra Technopark
Singapore 119968
10.9.4. The Microsoft entity for India is:
Microsoft Corporation India Pvt. Ltd.
9th Floor, Cyber Greens, Tower A,
DLF Cyber City, Sector 25A,
Gurgaon 122002
Haryana, India
10.9.5. The Microsoft entity for Japan is:
Microsoft Japan Co., Ltd
Shinagawa Grand Central Tower
2-16-3 Konan, Minato-Ku, Tokyo
108-0075 Japan
10.9.6. The Microsoft entity for Taiwan is:
Microsoft Taiwan Corporation
8F, No 7, Sungren Rd.
Shinyi Chiu, Taipei
Taiwan 110
10.9.7. The Microsoft entity for the People’s Republic of China is:
Microsoft (China) Company Limited
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6F Sigma Center
No. 49 Zhichun Road Haidian District
Beijing 100080, P.R.C
10.9.8. The Microsoft entity for the Republic of Korea is:
Microsoft Korea, Inc
5th Floor, West Wing
POSCO Center
892 Daechi-Dong Gangnam-Gu
Seoul, 135-777, Korea
10.10. Applicable law. Applicable law, jurisdiction and venue for this Agreement are identified below.
This choice of jurisdiction and venue does not prevent either party from seeking injunctive relief fora violation of intellectual property rights, confidentiality obligations or enforcement of recognitionof any award or order. Injunctive relief or enforcement of recognition may be sought in any
appropriate jurisdiction.
a.
Generally. Except as provided in Section 10.10(b), the laws of the State of Washington
govern this Agreement. If federal jurisdiction exists, the parties consent to exclusive
jurisdiction and venue in the federal courts in King County, Washington. If not, the parties
consent to exclusive jurisdiction and venue in the Superior Court of King County,
Washington.
b.
Other terms. If your principal place of business is in one of the countries or regions listed
below, the corresponding provision applies and supersedes Section 10.10(a) to the extent
that it is inconsistent:
i. If your principal place of business is in Australia and its external territories, Bangladesh,
Bhutan, Brunei Darussalam, Cambodia, Cook Islands, Fiji, French Polynesia, FrenchSouthern Territories, Hong Kong SAR, Indonesia, Kiribati, Lao People's Democratic
Republic, Macao SAR, Malaysia, Maldives, Marshall Islands, Mayotte, Micronesia, Nauru,
Nepal, New Zealand, Niue, Northern Mariana Islands, Palau, Papua New Guinea,
Philippines; Pitcairn, Samoa, Singapore, Solomon Islands, Sri Lanka, Thailand,
Timor-Leste, Tokelau, Tonga, Tuvalu, Wallis and Futuna Islands, Vanuatu and Vietnam,
this Agreement is construed and controlled by the laws of Singapore.
1.
If your principal place of business is in Australia or its external territories,
Brunei, Malaysia, New Zealand or Singapore, You consent to the non-exclusive
jurisdiction of the Singapore courts.
2.
If your principal place of business is in Bangladesh, Bhutan, Cambodia, Cook
Islands, Fiji, French Polynesia, French Southern Territories, Hong Kong SAR,
Indonesia, Kiribati, Lao People's Democratic Republic, Macao SAR, Maldives,
Marshall Islands, Mayotte, Micronesia, Nauru, Nepal, Niue, Northern Mariana
Islands, Palau, Papua New Guinea, Philippines; Pitcairn, Samoa, Solomon
Islands, Sri Lanka, Thailand, Timor-Leste, Tokelau, Tonga, Tuvalu, Wallis andFutuna Islands, Vanuatu and Vietnam, any dispute related to this Agreement,
including any question regarding its existence, validity or termination, will bereferred to and finally resolved by arbitration in Singapore according to the
Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”). The
SIAC Arbitration Rules are incorporated by this reference into the Agreement.
The Tribunal will consist of one arbitrator appointed by the Chairman of SIAC.
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The language of the arbitration will be English. The arbitrator’s decision will befinal, binding and incontestable and may be used as a basis for judgment
thereon in Bangladesh, Indonesia, Philippines, Sri Lanka, Thailand or Vietnam (asappropriate), or elsewhere.
ii. If your principal place of business is in India, the following applies: The MCT Agreement
will be construed and controlled by the laws of India, and You consent to submit any
dispute arising out of or in relation to the MCT Agreement including any question
regarding its existence, validity or termination, and any addendum to the binding
arbitration in Singapore under the Singapore International Arbitration Centre in
Singapore, which rules are deemed to be incorporated by reference into this MCT
Agreement. The tribunal shall consist of one arbitrator to be appointed by the Chairmanof SIAC. The language of the arbitration shall be English. The decision of the arbitrator
shall be final, binding and incontestable and may be used as a basis for judgment
thereon in India.
iii. If your principal place of business is in Japan, the following applies: The Agreement will
be construed and controlled by the laws of Japan. You consent to exclusive original
jurisdiction and venue in the Tokyo District Court. The prevailing party in any action
related to this Agreement may recover its reasonable attorneys' fees, costs and otherexpenses.
iv. If your principal place of business is in Afghanistan, Albania, Algeria, Andorra, Angola,
Armenia, Austria, Azerbaijan, Bahrain, Belarus, Belgium, Benin, Bosnia and Herzegovina,
Botswana, Bouvet Island, Bulgaria, Burkina Faso, Burundi, Cameroon, Central African
Republic, Chad, Comoros, Congo, Cote d’Ivoire, Croatia, Cyprus, Czech Republic,
Democratic Republic of Sao Tome and Principe, Denmark, Djibouti, Egypt, Estonia,
Ethiopia, Faeroe Islands, Finland, France, Gabon, Gambia, Georgia, Germany, Ghana,Gibraltar, Greece, Greenland, Guadeloupe, Guinea-Bissau, Hungary, Iceland, Ireland,Israel, Italy, Jordan, Kazakhstan, Kenya, Kosovo, Kuwait, Kyrgyzstan, Latvia, Lebanon,
Lesotho, Liberia, Liechtenstein, Lithuania, Luxembourg, Libya, Macedonia, Madagascar,
Malawi, Mali, Malta, Mauritania, Mauritius, Moldova, Monaco, Mongolia, Montenegro,
Morocco, Mozambique, Namibia, the Netherlands, New Caledonia, Niger, Nigeria,
Norway, Oman, Pakistan, Poland, Portugal, Qatar, Republic of Cape Verde, Republic ofEquatorial Guinea, Republic of Guinea, Republic of Senegal, Reunion, Romania, RussianFederation, Rwandese Republic, Saint Helena, San Marino, Saudi Arabia, Serbia,
Seychelles, Sierra Leone, Slovakia, Slovenia, Somalia, South Africa, Spain, Svalbard andJan Mayen, Swaziland, Sweden, Switzerland, Tajikistan, Tanzania, Togo, Tunisia, Turkey,
Turkmenistan, Uganda, Ukraine, United Arab Emirates, United Kingdom, Uzbekistan,
Vatican City State, Yemen, Zaire, Zambia, Zimbabwe, the following applies:
The Agreement is governed by and construed according to the laws of Ireland. You
consent to the jurisdiction of and venue in the Irish courts in all disputes relating to thisAgreement.
v. If your principal place of business is in the People’s Republic of China, the following
applies. For purpose of this Agreement, the People’s Republic of China does not include
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The Agreement will be construed and controlled by the laws of the People’s Republic ofChina. You consent to submit any dispute relating to the Agreement and any addendum
to binding arbitration. The arbitration will be at the China International Economic andTrade Arbitration Commission in Beijing (“CIETAC”) according to its then current rules.
vi. If your principal place of business is in Colombia or Uruguay, the following applies:
All disputes, claims or proceedings between the parties relating to the validity,
construction or performance of this Agreement will be settled by arbitration. The
arbitration will be according to the UNCITRAL Arbitration Rules as presently in force. The
appointing authority will be the International Chamber of Commerce (“ICC”) acting
according to the rules adopted by the ICC for this purpose. The place of arbitration willbe Seattle, Washington, U.S.A. There will only be one arbitrator. The award will be inlaw and not in equity and will be final and binding on the parties. The parties hereto
irrevocably agree to submit all matters and disputes arising in connection with thisagreement to arbitration in Seattle, Washington, U.S.A.
vii. If your principal place of business is in Republic of Korea, the following applies: The
Agreement will be construed and controlled by the laws of Republic of Korea. You
consent to the exclusive original jurisdiction and venue in the Seoul Central District
Court. The prevailing party in any action to enforce a right or remedy under thisAgreement or to interpret a provision of this Agreement will be entitled to recover its
reasonable attorneys' fees, costs and other expenses.
(vii) If your principal place of business is in Taiwan, the following applies:
The terms of this Agreement will be governed by and construed according to the laws of
Taiwan. The parties hereby designate the Taipei District Court as the court of first
instance having jurisdiction over any disputes arising out of or in connection with thisAgreement.
10.11. Modification/Prior Agreements. This Agreement may not be modified except in a writing signedby authorized representatives of both parties. This Agreement supersedes any prior written or oral
agreements between the parties with regard to the subject matter herein, including any prior MCT
Alumni Program agreement.

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