This is legal agreement between you and MICROSOFT CORPORATION ("Microsoft"), a Washington
corporation having an address of One Microsoft Way, Redmond, WA 98052-6399. By opening
the sealed Microsoft Certified Professional Certification Welcome Kit, you are agreeing to be bound
by the terms of this Microsoft Certified Professional Program and Logo Agreement ("Agreement").
If you do not agree to the terms of this Agreement, promptly return the unopened Microsoft
Certified Professional Certification Welcome Kit to Microsoft at the address above.

1. DEFINITIONS
The following terms shall have the described meanings for the purposes of this Agreement:
(a) "MCP Program" shall mean the Microsoft Certified Professional Program described herein.
(b) "MCP Logo(s)" shall mean one or more of the Microsoft Certified Professional Logos depicted
in the attached Instructions for Using the Microsoft Certified Professional Logo, which is
incorporated herein by reference and hereby made a part of this agreement.
(c) "Certification" shall mean satisfactory compliance with that certain set of requirements discussed
herein that you must meet to become a Microsoft Certified Professional Specialist: Internet,
Microsoft Certified Professional Solution Developer, Microsoft Certified Professional Trainer and/or
Microsoft Certified Professional Systems Engineer.
(d) "Certification Welcome Kit" shall mean the attached packet of materials, which may contain
among other things, camera-ready MCP Logo artwork for the applicable Microsoft Certified
Professional Designation and your applicable Microsoft Certified Professional certification.
(e) "Microsoft Certified Professional" shall mean an individual that has complied with the necessary
Certification requirement under the MCP Program to be a Microsoft Certified Professional, Microsoft
Certified Professional Specialist: Internet, Microsoft Certified Professional Solution Developer,
Microsoft Certified Professional Trainer or Microsoft Certified Professional Systems Engineer.
(f) "Beta Software" shall mean the pre-release versions of certain Microsoft software products
together with written documentation and related information.
(g) "Bata CD" shall mean a compact disk which Microsoft may, from time to time, deliver to the MCP
which shall contain the Beta Software.
(h) "Beta Program" shall mean the Microsoft Beta Evaluation Program through which the MCP may
receive Beta CDs containing Beta Software.
(i) "MCP Designation(s)" shall mean one of the five designations in respect of which you may receive
certification through the Microsoft Certified Professional Program, which designations are Microsoft
Certified Professional, Microsoft Certified Professional Specialist: Internet, Microsoft Certified
Professional Solutions Developer, Microsoft Certified Professional Certified Systems Engineer and
Microsoft Certified Professional Trainer.

2. PURPOSE
Microsoft, among other things, publishes, distributes, and licenses software products. Many of
Microsoft's products are technically complex and end users may require support by trained
professionals. In order to make such support generally available, Microsoft has developed
a program to grant Certification to individuals that have complied with a series of requirements for
each of the applicable MCP Designations. The program leads to Certification as a Microsoft
Certified Professional, Microsoft Certified Professional Specialist: Internet, Microsoft Certified
Professional Solution Developer, Microsoft Certified Professional Trainer and/or Microsoft Certified
Professional Systems Engineer. The requirements for Certification reflect the skills necessary in
respect of the applicable MCP Designation(s) to implement, support, and maintain solutions with
Microsoft products. Individuals who successfully comply with such requirements, subject to the
terms of this Agreement, become Microsoft Certified Professionals and are authorized to use the
corresponding MCP Logo(s) pursuant to the terms of this Agreement and the logo usage guidelines.

3. CERTIFICATION
(a) OBTAINING CERTIFICATION.
To obtain Certification in each of the applicable MCP Designations, you must have successfully
complied with the initial requirements for each designation. The requirements are available online at
www.microsoft.com/mcp or available from Microsoft at the address below. By sending you the
Certification Welcome Kit that accompanies this Agreement, Microsoft confirms that, according to
its records, you have complied with the applicable initial Certification requirements for the applicable
MCP Designation indicated in the Certification Welcome Kit.
(b) MAINTAINING CERTIFICATION.
To maintain your Certification, you must comply with any and all applicable continuing Certification
requirements as may be specified by Microsoft from time to time. You acknowledge and agree that
Microsoft may, in its sole discretion, change the Certification requirements (both initial and
continuing Certification titles, and MCP Logos at any time. Microsoft will notify you by mail of any
such changes, provided you notify Microsoft of any change in your address pursuant to this
Agreement, and Microsoft will provide you with 60 days in which to comply with any such changes.
Once granted, your  Certification will automatically renew if you remain in compliance with all
continuing Certification requirements applicable to your Certification. Failure to comply with all
applicable continuing Certification requirements will result in termination of this Agreement pursuant
to Section 8.

4. AUTHORIZATION AND OWNERSHIP
(a) AUTHORIZATION.
Upon successful completion by you of the initial Certification requirements and so long as you
remain in compliance with any and all applicable continuing Certification requirements, Microsoft
hereby authorizes you to use the MCP Logo corresponding to the Certification for the applicable
MCP Designation to which this Agreement relates, as indicated in the Certification Welcome Kit
accompanying this agreement, and the corresponding MCP Designation i.e. "Microsoft Certified
Professional", "Microsoft Certified Professional Specialist: Internet", "Microsoft Certified
Professional Solution Developer", "Microsoft Certified Professional Trainer" and/or "Microsoft
Certified Professional Systems Engineer", according to the terms and conditions of this Agreement.
All rights not expressly authorized are reserved by Microsoft. You acknowledge that nothing in this
Agreement shall give you any right, title or interest in the MCP Logos, other than the authorization
granted herein. You may not use or reproduce the MCP Logos in any manner whatsoever other
than as described herein and in any applicable camera ready artwork provided by Microsoft.
(b) OWNERSHIP.
You acknowledge Microsoft's ownership of the MCP Logos. You shall employ best efforts to use
the MCP Logos in a manner that does not derogate from Microsoft's rights in the MCP Logos and
will take no action that will interfere with or diminish Microsoft's rights in the MCP Logos. You agree
that all use of the MCP Logos by you will inure to the benefit of Microsoft. You shall mark every
use of the MCP Logos with the trademark designation set forth.

5. NO FURTHER CONVEYANCES
You shall not assign, transfer or sublicense this Agreement (or any right granted herein) in any
manner. Any attempted assignment shall be null and void.

6. LIMITATION OF LIABILITY
IN NO EVENT SHALL MICROSOFT BE LIABLE FOR ANY CINSEQUENTIAL, INCIDENTAL, OR SPECIAL
DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS PROFITS) ARISING FROM OR
RELATED TO YOUR CERTIFICATION, FAILURE TO ACHIEVE CERTIFICATION, OR USE OF OR
INABLITY TO USE THE MCP LOGOS, OR ARISING FROM OR RELATED TO THE TERMINATION OF
YOUR CERTIFICATION, EVEN IF MICROSOFT HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUTION LIMITATION MAY NOT
APPLY TO YOU.

7. NO REPRESENTATIONS; INDEMNIFICATION
(a) NO PARTNERSHIP, JOINT VENTURE, AGENCY OR FRANCHISE.
Neither this Agreement, nor any terms or conditions contained herein, shall be construed as
creating a partnership, joint venture or agency relationship between you and Microsoft or as
granting a franchise. You may not advertise, promote, or suggest in any manner that the services
being provided to customers in connection with the MCP Logo(s) are provided by, sponsored by,
or associated with Microsoft, or that you are employed by, affiliated with, or sponsored by
Microsoft except to state that you have successfully completed all requirements for your particular
Certification(s), including having successfully passed any applicable Microsoft Certification
exam(s) for a particular version(s) of Microsoft products. During the term of this Agreement, you
shall insert the following language in each contract pursuant to which you will provide services
involving Microsoft products: "Microsoft is not a party to this Agreement, and shall have no liability
whatsoever with respect to the services that are the subject of this contract. The Microsoft
Certified Professional, Microsoft Certified Professional Specialists: Internet, Microsoft Certified
Professional Solution Developer, Microsoft Certified Professional Trainer and/or Microsoft Certified
Professional Systems Engineer title designates that I have successfully completed Microsoft's
requirements reflecting the skills required to implement, support, and maintain solutions with
Microsoft products. The services I provide under this contract are not provided, licensed or
sponsored by Microsoft."
(b) INDEMNIFICATION.
You agree that Microsoft shall have no liability to you or any of your clients or customers and you
shall defend, indemnify, and hold harmless Microsoft, its affiliate and subsidiary corporations and
their respective employees, officers and directors for any and all demands, ("Claim(s)")arising out
of : (i) your use of  the MCP Logo(s) and /or the Microsoft Certified Professional title in a manner
which is in any way inconsistent with the terms of this Agreement; and/or, (ii) the promotion, sale,
or distribution of your services as a Microsoft Certified Professional; or  (iii) Microsoft's
termination of this Agreement pursuant to the terms herein. In the event Microsoft seeks
indemnification from you under this provision, Microsoft will immediately notify you in writing of the
Claim(s) brought against Microsoft for which it seeks indemnification. Microsoft reserves the right,
at its option, to assume full control of the defense of such Claim with legal counsel of its choice.
If it so undertakes, any settlement of such Claim requiring payment from you shall be subject to
your prior written approval. You shall reimburse Microsoft upon demand for any expenses
reasonably incurred by Microsoft in defending such a Claim, including, without limitation,
attorney's fees and costs, as well as any judgement on or settlement of the Claim in respect to
which the foregoing relates.

8. TERMINATION
(a) TERMINATION BY EITHER PARTY.
Either party may terminate this Agreement at any time, with or without cause, on thirty (30) days
prior written notice to the other party.
(b) TERMINATION BY MICROSOFT.
Without prejudise to an rights Microsoft may have under this Agreement or in law, equity, or
otherwise, and in addition to its rights under Section 8(a) above, Microsoft may terminate this
Agreement immediately, including the Certification and MCP Designation to which this Agreement
relates, and your use of the corresponding MCP Logo(s), upon the occurrence of any one of
the following events (the "Defaults"): (i) you do not successfully comply with the applicable
continuing Certification requirements for such Certification; (ii) you otherwise fail to comply with
any of the terms of this Agreement, including, without limitation, the terms governing the use of
the MCP Logos; (iii) you discontinue providing services for the Microsoft products to which your
Certification relates; or (iv) a government agency or court finds that the services provided by you
for the Microsoft products to which your Certification relates are defective in any way. In the event
any Default occurs, Microsoft will provide you with written notice of termination of this Agreement.
(c) OBLIGATIONS UPON TERMINATION.
From and after termination of this Agreement, you shall immediately cease all use of the Microsoft
Certified Professional title corresponding to the Certification to which this Agreement relates and
from all use of the corresponding MCP Logo.

9. CONDUCT OF BUSINESS.
With respect to any and all Microsoft products, you shall provide your services (1) in a manner
that dose not in any way adversely impact Microsoft's reputation; (2) avoids deceptive,
misleading, or unethical practices; (3) avoids any representations, warranties, or guarantees to
customers on behalf of Microsoft for Microsoft products or otherwise, (4) complies with all
applicable U.S. export regulations and other applicable governmental laws and regulations; and
(5) complies with copyright and other intellectual property and proprietary rights protection for
Microsoft software and development tools, including without limitation by not disassembling,
decompiling, reverse engineering,or otherwise reducing or seeking to reduce the object code for
Microsoft software and/or tools to a human readable (source code) form.
(b) TRADEMARK RESTRICTIONS.
Nothing in this Agreement authorizes you to use any Microsoft trademarks, service marks, or
logos excepts expressly specified in this Agreement, and you specifically agree that this
Agreement does not give you any right to use any "Microsoft Windows 95 compatible", "Microsoft
Windows NT compatible", or similar logo.

10. COMPLIANCE WITH APPLICABLE LAW
You agree that at all times you shall conduct your business in compliance with all applicable
federal and local laws and regulations, including, without limitation laws regulating your professional
status and designation. You should note that some states regulate the use of the term "engineer"
and you should comply as applicable with any such laws in addition to this Agreement and the
Logo Guidelines in the use of your designation as a "Microsoft Certified System Engineer".

11. BETA EVALUATION PROGRAM
(a) BETA CD. Microsoft, at its sole discretion, may periodically provide a Beta CD to you at no
additional charge, You understand and agree that the Beta CD may be used only by you and that
you are not entitled to receive any particular Beta Software or any commercial release version of
a Microsoft Software appearing on any Beta CD. The Beta Software provided herein may not
contain all features ultimately included in the commercial release version of the software product
and may contain features that will disable it at the end of the license period. Microsoft will not
provide any product support for the Beta Software. Additionally, the following shall apply:
(b) END USER LICENSE AGREEMENT COVERAGE, An End User License Agreement in printed
and/or electronic form covering each Beta Software product will accompany each Beta CD. You
will be entitled to install and use up to three authorized copies per Beta Software product that you
agree to the terms and conditions of the End User License Agreement for that product. If you do
not agree with the terms and conditions of such End User License Agreement, you are not
authorized to use that product.
(c) CONFIDENTIALITY. You acknowledge and agree that the Beta Software you receive is
proprietary and confidential information of Microsoft and its suppliers and shall be subject to the
terms and conditions of the Microsoft Non-Disclosure Agreement signed by you, if any. If you
have not signed a Microsoft Non-Disclosure Agreement or if the agreement signed is limited in
a manner such that it dose not cover pre-release software, then this section shall apply. Subject
to the exceptions set forth below, you agree not to disclose or provide the Beta Software or any
information you learn about the Beta Software to any third party, nor disclose any such
information in a written publication. You may, however, disclose the information under judicial or
other governmental order provided that you give Microsoft reasonable protective order or
equivalent. With regard to any versions of the Beta Software for Microsoft Windows, Windows NT,
Microsoft-DOS, and predecessor or successor versions (including products marketed as
replacements) of these products, this confidentiality provision shall continue in effect until the
earlier of one year from the date that you receive a Beta CD containing any such version(s) or
the date the associated information is made public by Microsoft. For versions of any other Beta
Software, this confidentiality provision will continue in effect until the earlier of three years from
the date you receive a Beta CD containing such software or the data the associated information
is made public by Microsoft. This confidentiality obligation applies only to Beta CDs and the
associated Beta Software that you receive under the terms of this Agreement.

12. GENERAL
(a)  GOVERNING LAWS. This Agreement shall in all respects be controlled by the laws of the state
of Washington. You hereby consent to jurisdiction and venue in the state and federal courts
sitting in the State of Washington. The parties agree to accept service of process by U.S. certified
or registered mail, return receipt requested or by any other method authorized by Washington Law.
If either party employs attorneys to enforce any rights arising out of or related to this Agreement,
the prevailing party shall be entitled to recover its reasonable attorneys fees, costs and other
expenses.
(b) MODIFICATION. This Agreement may be modified expect in a writing signed by authorized
representatives of both parties. This Agreement applies only to the Certification in respect of the
applicable MCP Designation indicated in the Certification Welcome Kit accompanying this
Agreement and shall not modify any other agreement you may have with Microsoft for any other
Certification or otherwise.
(c) NON-WAIVER. No waiver of any breach of any provision of this Agreement by either party on
one occasion shall constitute a waiver of any prior, concurrent or subsequent breach of the same
or any other provision hereof, and no waiver shall be effective unless made in writing and signed
by an authorized representative of the waiving party.
(d) NON-DISCLOSURE AGREEMENT. You expressly undertake to retain in confidence all
information and know-how transmitted to you by Microsoft that Microsoft has identified as being
proprietary and/or confidential or that, by the nature of the circumstances surrounding its
disclosure, ought in good faith to be treated as proprietary and/or confidential, and you will make
no use of such information and know-how except under the terms and during the existence of
this Agreement. Notwithstanding the foregoing, you shall have no obligation to maintain the
confidentiality of information that (i) you received rightfully from another party prior to its receipt
from Microsoft; (ii) Microsoft has disclosed to an unaffiliated third party without any obligation to
maintain such information in confidence; or (iii) you independently develop. Further, you may
disclose confidential information as required by governmental or judicial order, provided you give
Microsoft prompt written notice prior to such disclosure, and comply with any protective order
(or equivalent) imposed on such disclosure. Your obligation under this Section shall survive the
expiration or termination of this Agreement and continue until the earlier of (i) such time as the
information protected hereby is in the public domain through no fault of yours; or (ii) one year
from the date of disclosure for any confidential information regarding object code for MS-DOS,
Microsoft Windows,Windows 95 (and predecessor or successor versions, including products
marketed as replacements of these products); or (iii) three years from the expiration or
termination of this Agreement for all other confidential information.
(e)  SURVIVAL. Sections 6, 7(b), 8(c), 11 and 12(d) of this Agreement shall survive the expiration
or termination of this Agreement.
(f) NOTICES. All notices required by this Agreement to be sent to Microsoft must be addressed to
Microsoft Certified Professional Program, Microsoft Corporation, One Microsoft Way, Redmond,
WA 98052-6399. All notices required by this Agreement to be sent to you will be sent to the address
to which we shipped your Microsoft Certified Professional Certification Welcome kit.

From Welcome Kit