Overview... 3 Microsoft Dynamics GP 2013 and Microsoft Dynamics NAV 2013 Transition Upgrade Policy... 4

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1 Published July 11, 2012

2 Contents Overview... 3 Transition Upgrade Policy... 4 License Migration Transition Upgrade (LMT Upgrade)... 5 License Credit Transition Upgrade (LCT Upgrade)... 5 Use of Old Product Line Version... 6 Creation of Three New User Types for LMT Upgrades... 7 Transition Upgrade of Microsoft SharePoint Server Runtime Licenses purchased from the Microsoft Dynamics Price List... 7 Transition Upgrade of Microsoft Dynamics CRM Server Licenses... 7 Additional Policies... 8 Downgrade Policy... 8 LMT Upgrade Protected list price (PLP) Policy... 8 Country Localization Policy... 8 APPENDIX A: LMT Upgrade License Conversion Table... 9 Microsoft Dynamics GP to Microsoft Dynamics GP Microsoft Dynamics NAV to Microsoft Dynamics NAV The information contained in this document represents the current view of Microsoft Corporation on the issues discussed as of the date of publication. Because Microsoft must respond to changing market conditions, this document should not be interpreted to be a commitment on the part of Microsoft, and Microsoft cannot guarantee the accuracy of any information presented after the date of publication. This Document is for informational purposes only. MICROSOFT MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, AS TO THE INFORMATION IN THIS DOCUMENT. Complying with all applicable copyright laws is the responsibility of the user. Without limiting the rights under copyright, no part of this document may be reproduced, stored in or introduced into a retrieval system, or transmitted in any form or by any means (electronic, mechanical, photocopying, recording, or otherwise), or for any purpose, without the express written permission of Microsoft Corporation. Microsoft may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in this document. Except as expressly provided in any written license agreement from Microsoft, the furnishing of this document does not give you any license to these patents, trademarks, copyrights, or other intellectual property. Page 2

3 Overview Microsoft is launching Perpetual Licensing for Microsoft Dynamics GP 2013 and Microsoft Dynamics NAV This licensing model helps small and midsize customers jumpstart financial insights and distribution management and then easily extend into all functional areas. Perpetual Licensing provides a step forward by simplifying how customers purchase their ERP solution. The entire solution can be licensed via four components: The, the Extended Pack, the Full User and the Limited User. For partners, this new model should allow an accelerated sales cycle as quick and accurate price quotes can be easily calculated without having to go through a complex scoping exercise. For more information on the new licensing mode, please refer to the Licensing Guide. This transition upgrade policy document describes the two transition upgrade paths for customers wanting to upgrade from Microsoft Dynamics GP 2010 (or prior version) to Microsoft Dynamics GP 2013 (and later versions) or from Microsoft Dynamics NAV 2009 (or prior version) to Microsoft Dynamics NAV 2013 (and later versions), along with additional policies that may affect customer upgrades including but not limited to the Downgrade Policy and the Business Ready Enhancement Plan (BREP) Policy. Transitions to Microsoft Dynamics NAV 2013 or Microsoft Dynamics GP 2013 across product lines are not addressed in this policy as they are subject to the Microsoft Dynamics Licensing Transition Policy. Crossproduct transitions include transitions from Microsoft Dynamics AX or Microsoft Dynamics SL to Microsoft Dynamics NAV 2013 or Microsoft Dynamics GP 2013 but also transitions from Microsoft Dynamics GP to Microsoft Dynamics NAV 2013 and Microsoft Dynamics NAV to Microsoft Dynamics GP Page 3

4 Transition Upgrade Policy The new licensing model is incompatible with previous versions of the products because the security layer was redesigned to accommodate two distinct concurrent user types. Consequently, Microsoft Dynamics GP 2013 and Microsoft Dynamics NAV 2013 will not be available on either the Business Ready Licensing (BRL) or the Module Based Licensing (MBL) models and upgrades to Microsoft Dynamics GP 2013 and Microsoft Dynamics NAV 2013 require a bridging of license models. Microsoft wants to encourage customers to benefit from the latest innovations in the product. Customers with an active Microsoft Dynamics service plan will be able to upgrade to Microsoft Dynamics GP 2013 or to Microsoft Dynamics NAV 2013 (from prior version of the products) via a Transition Upgrade path dependent on when customers first acquired their upgrading Microsoft Dynamics solution: License Migration Transition Upgrade (LMT Upgrade) The LMT Upgrade path is only available to customers with an active Microsoft Dynamics NAV or Microsoft Dynamics GP product line having a first registration date prior to October 1, 2012 (as indicated in Voice) regardless of when the customer chooses to upgrade. With the LMT Upgrade, MBL and BRL are mapped to the Perpetual Licensing model to ensure that customers receive at least their current functionality plus the number of users they have already licensed except as noted below*. License Credit Transition Upgrade (LCT Upgrade) The LCT Upgrade is the only path available to customers with an active Dynamics NAV or Microsoft Dynamics GP product line having a first registration date on or after October 1, 2012 (as indicated in Voice) regardless of when the customer chooses to upgrade. The LCT Upgrade is conducted through a license investment credit aligned with the Microsoft Dynamics Licensing Transition Policy. These two paths will be available at the General Availability (GA) of Microsoft Dynamics GP 2013 or Microsoft Dynamics NAV However, customers need to meet the eligibility criteria for each path. * Important note: Customers running a functionality discontinued by Microsoft in any version prior to and including Microsoft Dynamics GP 2013 or Microsoft Dynamics NAV 2013 are informed that an upgrade will result in a loss of such functionality which will be unavailable through the Perpetual license key. The sole functionalities that are licensable with Microsoft Dynamics GP 2013 or Microsoft Dynamics NAV 2013 will be available after the upgrade is processed. Microsoft also expressly declines any responsibility regarding the upgrade compatibility of a functionality offered by an Independent Software Vendor. Page 4

5 LICENSE MIGRATION TRANSITION UPGRADE (LMT UPGRADE) ELIGIBILITY The LMT Upgrade is the only Transition Upgrade path available to customers who have a first registration date in Voice on their active Microsoft Dynamics GP and Microsoft Dynamics NAV product prior to October 1, The LMT Upgrade will apply to these customers regardless of when they choose to upgrade. Existing Microsoft Dynamics NAV or Microsoft Dynamics GP customers that are enrolled in BREP are eligible to LMT Upgrade to the most current version of the software they have licensed. Important note: The LMT Upgrade must be ordered through Order Central. MIGRATION A set of LMT Upgrade rules map which Microsoft Dynamics GP 2013 or Microsoft Dynamics NAV 2013 functionality packs and the quantity and type of users customers will receive in exchange for their configuration prior to the LMT Upgrade. See Appendix A for details about the rules. By choosing to upgrade, the customer acknowledges that there could be material changes impacting the use of functionality and users deployed in the ERP Solution prior to the LMT Upgrade. CUSTOMER SERVICE POLICY Customers are required to be on BREP when the LMT Upgrade order is placed. The BREP expiration date and the Protected List Price of the configuration prior to the LMT Upgrade will be carried over to the Microsoft Dynamics NAV 2013 or Microsoft Dynamics GP 2013 configuration. The BREP will not operate a recalculation when performing an LMT Upgrade to Microsoft Dynamics NAV 2013 or Microsoft Dynamics GP Customer will continue to use their existing Protected List Price until the BREP Plan expires or is re-calculated due to any other circumstance described in the then-current Microsoft Dynamics policies. LICENSE CREDIT TRANSITION UPGRADE (LCT UPGRADE) ELIGIBILITY The LCT Upgrade is the only transition upgrade path available to customers with an active Microsoft Dynamics NAV or Microsoft Dynamics GP having a first registration date on or after October 1, 2012 (as indicated in Voice) regardless of when the customer chooses to upgrade. Existing Microsoft Dynamics NAV or Microsoft Dynamics GP customers that are enrolled in an active Microsoft Dynamics service plan such as the BREP are eligible to LCT Upgrade to the most current version of the software they have licensed. Important note: LCT Upgrades must be ordered through Order Central. LICENSE CREDIT Customers will receive a credit corresponding to their existing license investment. This credit will be equivalent to 100% of their Protected List Price for the modules and users the customer has licensed and for which they are paying BREP fees.

6 APPLYING LICENSE CREDIT In exchange for the pre-existing license, customers upgrading via the LCT Upgrade path can use the license credit toward the cost of a Microsoft Dynamics NAV 2013 or Microsoft Dynamics GP 2013 license. If the license credit does not equal the entirety of the licensing cost for the desired Microsoft Dynamics NAV 2013 or Microsoft Dynamics GP 2013 configuration (based on the Microsoft Dynamics GP 2013 or Microsoft Dynamics NAV 2013 pricelist effective as of the LCT Upgrade date), the customer will need to pay for the incremental license cost from their partner of record. If the license credit exceeds the license cost of the desired Microsoft Dynamics NAV 2013 or Microsoft Dynamics GP 2013 configuration, customers may apply the excess towards additional users or functionality. However, the excess cannot be o o o o Refunded, or Reserved for future licenses purchases (license credit must be applied at the time of the LCT Upgrade), or Used towards the cost of any BREP purchase, or Used for purchase of products on Volume Licensing Programs. By choosing to upgrade, the customer acknowledges that there could be material changes impacting the use of functionality and users deployed in the ERP Solution prior to the LCT Upgrade. CUSTOMER SERVICE POLICY Customers are required to be on BREP when the LCT Upgrade order is placed and to renew their Business Ready Enhancement Plan as of the date of the LCT Upgrade. Customers are required to purchase at a minimum a one-year BREP for Microsoft Dynamics or any other available Customer Support Plan when they execute an LCT Upgrade. The credit for any value remaining on the current BREP prior to the LCT Upgrade will be applicable to the renewal of the plan. The BREP credit cannot be applied toward licenses or toward Volume Licensing Software Assurance programs. When a customer Transition Upgrades to Microsoft Dynamics NAV 2013 or Microsoft Dynamics GP 2013 with the LCT Upgrade, it is possible that the full license credit for the Microsoft Dynamics NAV 2013 or Microsoft Dynamics GP 2013 license may not be used. This would result in a lower System List Price. The renewed BREP value is calculated based on the new System List Price. In the event that the BREP credit exceeds the cost of the new plan, no refund or credit is issued. CREDIT FOR REMAINING VALUE OF CUSTOMER SERVICE PLAN WHEN TRANSITIONING The BREP credit will be prorated based on the value of the current BREP amount and the number of days remaining on the plan. USE OF OLD PRODUCT LINE VERSION Customers doing a Transition Upgrade to Microsoft Dynamics GP 2013 or Microsoft Dynamics NAV 2013 will continue to have access to their prior version license keys after the Transition Upgrade is completed. However, customers will not be able to add users and/or modules to the prior version(s). Page 6

7 CREATION OF THREE NEW USER TYPES FOR LMT UPGRADES LIGHT USER STARTER PACK CONVERSION With the launch of Microsoft Dynamics GP 2010, Microsoft discontinued standalone Business Portal (BP) modules and included BP rights into the Light User. Existing Microsoft Dynamics GP Business Ready Licensing customers on BREP received at no charge a Light User for each BP User on their license. The for Microsoft Dynamics GP 2013 includes an unlimited number of BP users so all qualified customers upgrading to Microsoft Dynamics GP 2013 will automatically receive more BP licenses than originally licensed. The need for the BP to Light User exchange dissipates for customers upgrading to Microsoft Dynamics GP 2013 so Microsoft is relabeling the exchange Light Users on customer accounts to Light User Conversion. This designation indicates a different LMT Upgrade mapping rule as indicated in Appendix A. This user type is not available for purchase. LIMITED UPGRADE USERS AND DEVICES The Light User Limited Upgrade, Employee Self Service User Limited Upgrade, Limited Device CAL Limited Upgrade, and Web User Limited Upgrade have the same licensing rights as their counterparts not designated as Limited Upgrade but have different LMT Upgrade mapping rules than as indicated in Appendix A. FULL USER UPGRADE AND LIMITED USER UPGRADE These Full User Upgrade and Limited User Upgrade users are used by the system for LMT Upgrades and carry the exact same licensing rights as their counterparts designated without the Upgrade suffix. These users have a System List Price of $0 and have a Protected List Price of $0. These user types are not available for purchase. Please see Appendix A for more information. TRANSITION UPGRADE OF MICROSOFT SHAREPOINT SERVER RUNTIME LICENSES PURCHASED FROM THE MICROSOFT DYNAMICS PRICE LIST Microsoft SharePoint Server Runtime licenses are not available on the Microsoft Dynamics GP 2013 or Microsoft Dynamics NAV 2013 price list. Microsoft Dynamics GP and Microsoft Dynamics NAV customers without Microsoft SharePoint Server Runtime licenses on their Voice account as of October 1, 2012 may acquire Microsoft SharePoint Server licenses through a Volume Licensing partner of their choosing. The Microsoft SharePoint Server Runtime licenses of Microsoft Dynamics GP and Microsoft Dynamics NAV customers who have first licensed Microsoft SharePoint Server Runtime from the Microsoft Dynamics Price List prior to October 1, 2012 (as reflected in VOICE) will be made available for those customers on the Microsoft Dynamics GP 2013 or the Microsoft Dynamics NAV 2013 licenses after the Transition Upgrade. These customers can also continue acquiring additional Microsoft SharePoint Runtime licenses and will continue accessing their Microsoft SharePoint Runtime entitlements in Voice/Customer source. TRANSITION UPGRADE OF MICROSOFT DYNAMICS CRM SERVER LICENSES When upgrading/transitioning from prior versions of Microsoft Dynamics GP and Microsoft Dynamics NAV to, customers keep their existing license entitlements for Microsoft Dynamics CRM Server.

8 Additional Policies DOWNGRADE POLICY Software License Terms do not provide downgrade rights to previous versions of the product as no previous versions are available under the Perpetual License Model. The license key issued for Microsoft Dynamics GP 2013 and Microsoft Dynamics NAV 2013 will not work with prior versions of the product. Existing eligible customers performing a Transition Upgrade need to understand that they will not be able to retrograde to a prior version after the Transition Upgrade is processed. LMT UPGRADE PROTECTED LIST PRICE (PLP) POLICY Customers doing an LMT Upgrade to Microsoft Dynamics NAV 2013 or Microsoft Dynamics GP 2013 are restricted from reducing the value of their PLP for thirty-six-months prior to the LMT Upgrade. This policy takes effect July 11, PLP reductions predating the effective date are exempt from this policy. Before being allowed to do an LMT Upgrade, customers with reduced PLPs must repurchase any combination of users and functionality to reestablish the highest PLP in effect within 36 months of the LMT Upgrade request (but no earlier than starting July 11, 2012). The PLP from the upgrading product version will be allocated to the Microsoft Dynamics GP 2013 or Microsoft Dynamics NAV 2013 configuration according to the LMT Upgrade mapping rule. See Appendix A for details about the rules. After the LMT Upgrade is complete, the cannot be deactivated. COUNTRY LOCALIZATION POLICY MICROSOFT LOCALIZED VERSIONS Customers may license any country-specific localized version. However, if a customer deploys a countryspecific localized version that is not developed by Microsoft specifically for their country, either because the localized version for their country is not yet available or because the customer chooses the localized version designed for another country, the customer will be first required to execute a Microsoft Customer Acknowledgement Authorization (MCAA). PARTNER LOCALIZED VERSIONS Partners are required to execute a Microsoft Dynamics Partner Localization and Translation Licensing Program (PLLP) for country-specific localizations developed by partners. TRANSITIONING FROM MICROSOFT LOCALIZATION TO PARTNER LOCALIZATION Customers in countries moving from Microsoft localized versions to partner localized versions will upgrade to the W1 version of Microsoft Dynamics NAV 2013 and partners will need to complete a PLLP if the customer chooses to deploy the partner localized version. Please find details on Microsoft localization policies in the Statement of Direction Page 8

9 APPENDIX A: LMT Upgrade License Conversion Table MICROSOFT DYNAMICS GP TO MICROSOFT DYNAMICS GP 2013 From License Edition User/Functionality Model MBL Any Foundation Layer Professional or System Manager Standard + First two Additional Standard or Professional Users From the 3 rd Additional Standard or Professional User Perpetual License Mapping + Extended Pack PLP Allocation 1 Full User Upgrade per User Discontinued MBL modules Not available Not applicable Other MBL modules Included in Starter or Extended Pack BRL BE BE Foundation Pack + First two Additional BE Users Discontinued BE Modules Not available Not applicable Other BE Modules Included in AM AM Foundation Pack + First two + Extended Pack Additional AM Users Discontinued AM Modules Not available Not applicable Other AM Modules Included in Extended Pack Any From the 3 rd Additional BE or AM 1 Full User Upgrade per User User Per Light User, Employee Self 1 Limited User Upgrade Service (ESS) User, or Limited Device CAL Light User Conversion Per 3 Light User Limited Upgrade 1 Limited User Limited User Per 6 ESS User Limited Upgrade 1 Limited User Limited User Per 3 Limited Device CAL Limited Upgrade 1 Limited User Limited User Any Any Human Resources Advanced, Payroll Advanced (US), PTO Manager, or Benefits Self Service Suite Extended Human Resources and Payroll Extended Human Resources & Payroll SmartList Builder SmartList Builder SmartList Builder Integration Suite or Dexterity or Customization Pack Customization Pack Customization Suite or Developer Toolkit for Microsoft Dynamics Business Portal Users and Management Reporter Designer or Viewer Users Unlimited Business Portal Users and Management Reporter Users included in Microsoft SQL Server 2008 R2 Runtime Standard or Enterprise Microsoft SharePoint Server 2010 Enterprise Runtime CAL Microsoft SQL Server 2008 R2 Runtime Standard or Enterprise Microsoft SharePoint Server 2010 Enterprise Runtime CAL Microsoft SQL Server 2008 R2 Runtime Standard or Enterprise Microsoft SharePoint Server 2010 Enterprise Runtime CAL

10 MICROSOFT DYNAMICS NAV TO MICROSOFT DYNAMICS NAV 2013 From Perpetual License User/Functionality Mapping License Model License Edition PLP Allocation MBL Any Basic General Ledger + First two + Extended Pack Additional (Standard or Professional) or Web Users Partial Access Named From the 3 rd Additional (Standard or 1 Full User Upgrade per User Professional) or Web Users - Partial Access Named For every 3 Web Users Limited 1 Limited User Limited User Upgrade Discontinued MBL modules Not available Not applicable Other MBL modules Included in Starter or Extended Pack BRL BE BE Foundation Pack + First two Additional BE or Light Users Jobs Suite Extended Pack Discontinued BE Granules Not available Not applicable Other BE Granules Included in AM AM Foundation Pack + First two + Extended Pack Additional AM or Light Users Discontinued AM Granules Not available Not applicable Other AM granule Included in Extended Pack Any From the 3 rd Additional BE or AM or 1 Full User Upgrade per User Light Users Each ESS User, or Limited Device 1 Limited User Upgrade CAL Per 3 Light User Limited Upgrade 1 Limited User Limited User Per 6 ESS User Limited Upgrade 1 Limited User Limited User Per 3 Limited Device CAL Limited 1 Limited User Limited User Upgrade Any Any Application Builder Application Builder Application Builder Solution Developer Solution Developer Solution Developer Tables Tables (same qty) Tables Forms Pages (same qty) Pages Pages Pages (same qty) Pages Reports Reports (same qty) Reports Codeunits Codeunits (same qty) Codeunits XML Ports XML Ports (same qty) XML Ports Dataports XML Ports (same qty) XML Ports Add-on SKU Add-on SKU $0 Microsoft SQL Server 2008 R2 Runtime Standard or Enterprise Microsoft SharePoint Server 2010 Enterprise Runtime CAL Microsoft SQL Server 2008 R2 Runtime Standard or Enterprise Microsoft SharePoint Server 2010 Enterprise Runtime CAL Microsoft SQL Server 2008 R2 Runtime Standard or Enterprise Microsoft SharePoint Server 2010 Enterprise Runtime CAL Page 10

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