Enterprise Agreement Contract Structure

Enterprise Agreements (EAs) are implemented by three interrelated contracts. Shown here are the three contract types.

At the top of the tiered structure is the Master Business and Services Agreement (MBSA), which is only signed once and has no termination date. The MBSA contains terms and conditions that are applicable to multiple programs such as EA, Select, Select Plus, and Microsoft Customer Support Services contracts. It also includes general legal conditions such as warrantees, indemnification, and Microsoft’s right to audit. The language in the MBSA takes precedence over all the other contracts and is very rarely modified.

Under the MBSA is the second contract: the EA, containing most of the specific legal terms affecting the EA program. It specifies, among other things, how discount levels for products are determined; how product use rights apply; how subsequent orders of licenses are made; how true ups operate; how Software Assurance is renewed; and how transfers and reassignments are completed. There is no requirement to have more than one agreement, and if an Enterprise Services Advisor or Large Account Reseller requests that a customer sign another agreement, an inquiry as to the justification should be made.