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2.1 Installation and Use.
<br />2.1.1 Unless otherwise authorized by Lawson in writing, only the
<br />applicable Specified Customer, Lawson Group or a Lawson Partner
<br />retained by that Specified Customer, may install or host the
<br />Products, upgrades, enhancements and new Releases of the
<br />Products, Service Deliverables and Specified Customer
<br />modifications of the Lawson Products and Service Deliverables
<br />listed in the Order Form identifying that Specified Customer.
<br />2.1.2 The Specified Customer identified in an Order Form or Statement
<br />of Work may use the Products and Services Deliverables listed in
<br />that Order Form or Statement of Work only in accordance with the
<br />Documentation.
<br />2.1.3 Customer must obtain applicable Third Party approval before
<br />granting a Lawson Partner or third party permission to install, use
<br />or host Third Party Products on that Lawson Partner's or third
<br />party's hardware platform.
<br />2.1.4 The License does not allow a Specified Customer identified in an
<br />Order Form to use source code unless the source code has been
<br />delivered to that Specified Customer under either (a) that Order
<br />Form or (b) a separate Escrow Agreement entered into by that
<br />Specified Customer. The applicable License governs the use of
<br />any source code. The Escrow Agreement governs the use of any
<br />source code delivered under that Escrow Agreement.
<br />2.2 Software and Documentation Copies.
<br />2.2.1 The Specified Customer identified in an Order Form may copy the
<br />Software listed in that Order Form only for backup and archival
<br />purposes.
<br />2.2.2 During the Maintenance Period and upon request and for a nominal
<br />handling charge, Lawson will provide additional copies of the
<br />Lawson Products listed in an OrcJer Form (subject to the Maximum
<br />Use Designations shown in that Order Form) to the Specified
<br />Customer identified in that Order Form.
<br />2.2.3 Customer may copy the Lawson Documentation and Service
<br />Deliverables only for use with the applicable Software under the
<br />License.
<br />2.2.4 Customer may not copy Documentation for Third Party Products
<br />unless permitted by the applicable Third Party.
<br />2.2.5 Customer must retain and include on each copy of the Products
<br />and Service Deliverables, all titles, trademarks, and copyright and
<br />restricted rights notices and Customer will document the number of
<br />copies.
<br />2.3 Third Party Products Sublicensed by Lawson.
<br />2.3.1 Third Party Products sublicensed by Lawson may be used only
<br />with the Products and the operating system/database shown in the
<br />applicable Order Form.
<br />2.3.2 Customer is responsible for licensing and paying for additional third
<br />party products that may be required for use of upgrades,
<br />enhancements or new Releases of the Lawson-Maintained
<br />Products.
<br />2.3.3 If the reseller agreement terminates between Lawson and a Third
<br />Party for any Third Party Products listed in an Order Form: (a) the
<br />Specified Customer identified in that Order Form may continue to
<br />use those Third Party Products under the License for the License
<br />Term and (b) that Third Party will continue to be a third party
<br />beneficiary to the Agreement and may enforce its rights under the
<br />Agreement as the licensor of the applicable Third Party Product
<br />sublicensed by Lawson to that Specified Customer.
<br />2.4 Modifications and Ownership.
<br />2.4.1 Customer may modify the Lawson Products and Service
<br />Deliverables only to the extent permitted under an Order Form or
<br />described in the Documentation for those Products. The Lawson
<br />Products listed in an Order Form may be used by the Specified
<br />Customer identified in that Order Form or by Lawson Partners
<br />retained by that Specked Customer to develop and use (for only
<br />the internal business of that Specified Customer) Software
<br />interfaces. Subject to the License, Lawson and its Third Parties will
<br />continue to own all Intellectual Property Rights for the Products,
<br />Services, Service Deliverables and any modifications of the
<br />respective Products or Service Deliverables. Unless authorized by
<br />separate agreement, Customer will not modify Third Party
<br />Products.
<br />2.4.2 The Agreement and Customer will not restrict Lawson Group's or
<br />its Third Parties' independent development, use or licensing of any
<br />type of software.
<br />2.4.3 If an Order Form lists a Product for development and test use only,
<br />the Specified Customer identified in that Order Form may use that
<br />Product for development and testing but not for production (unless
<br />that Specified Customer has licensed that Product separately for
<br />production use).
<br />
<br />2.5 Restrictions.
<br />2.5.1 The Specified Customer identified in an Order Form may not
<br />transfer, rent, lease, redistribute or re-license the Products or
<br />Service Deliverables or use the Products or Service Deliverables
<br />listed in that Order Form to provide data processing, outsourcing,
<br />service bureau, hosting services or training to third parties. Customer
<br />will not disassemble, decompile, decode or reverse engineer the
<br />Software, except as expressly permitted by applicable law.
<br />2.5.2 Only employees of Customer may attend Lawson training.
<br />2.5.3 Customer shall not directly or indirectly export the Products or
<br />Service Deliverables from the country of initial delivery by Lawson
<br />without the prior written authorization of Lawson and compliance with
<br />applicable laws and regulations.
<br />2.5.4 The restrictions in the Agreement concerning the use, confidentiality
<br />and export of the Products and Service Deliverables extend to any
<br />updates, upgrades, enhancements, Releases, or support materials
<br />related to the Products or Service Deliverables, and provided by
<br />Lawson or its Third Parties.
<br />2.5.5 Customer shall comply with applicable laws when using any
<br />Products, Services, Service Deliverables or Limited Offerings.
<br />2.5.6 Each Specified Customer is responsible for compliance with the
<br />Agreement by each of its Users.
<br />2.6 Country Versions. The Products licensed to the Specified
<br />Customer identified in an Order Form are the country version of the
<br />Products only for the country(s) listed in that Order Form. That
<br />Specified Customer may, upon written request and payment of the
<br />applicable fees, license other then-currently available country
<br />versions of the Products under the then current terms and
<br />conditions. Lawson is not obligated to modify or develop software to
<br />meet any requirements of any country or jurisdiction.
<br />2.7 Verifications.
<br />2.7.1 If requested by Lawson, Customer will inform Lawson each calendar
<br />year of the countries where the licensed Products are located and
<br />used.
<br />2.7.2 The Maximum Use Designations for each Product licensed under the
<br />Agreement are set out in the applicable Order Form.
<br />2.7.3 Customer acknowledges that some Products may contain software
<br />that will monitor the actual users and prohibit unauthorized use of the
<br />Software.
<br />2.7.4 After reasonable notice and request (and no more than once per
<br />calendar year): (a) the Specified Customer ident~ed in an Order
<br />Form will provide Lawson a verification of that Specified Customer's
<br />compliance with the Maximum Use Designations listed in that Order
<br />Form and (b) Lawson, its Third Parties or their representatives may
<br />inspect the location where the Products listed in that Order Form are
<br />installed to verify compliance with the Agreement, provided the
<br />inspection is during normal business hours, complies with that
<br />Specified Customer's confidentiality and security policies, and does
<br />not unreasonably interfere with that Specified Customers business.
<br />2.7.5 The Specified Customer will promptly: (a) notify Lawson if it
<br />becomes aware that it has exceeded the Maximum Use
<br />Designations listed in an Order Form for that Specified Customer
<br />and (b) pay Lawson the then current list price for those additional
<br />Maximum Use Designations plus applicable Taxes.
<br />2.7.6 If Lawson learns that the Specified Customer has exceeded the
<br />Maximum Use Designations listed in an Order Form for that
<br />Specfed Customer, and that customer has not previously paid
<br />Lawson for that overage under Section 2.7.5 above, after notice from
<br />Lawson that Specified Customer will promptly pay Lawson: (a) the
<br />then current list price for those additional Maximum Use
<br />Designations plus a 25% surcharge of that amount, plus applicable
<br />Taxes and (b) the reasonable costs of conducting the verification
<br />under Section 2.7.4 if the Maximum Use Designations were
<br />exceeded by more than 5%.
<br />2.7.7 Customer will not be entitled to a reduction or refund of any fees
<br />because the number of actual users is less than the Maximum Use
<br />Designations.
<br />3. Delivery and Installation.
<br />3.1 Lawson will promptly deliver to the Specified Customer identified in
<br />an Order Form one copy of the Products listed in that Order Form.
<br />Title to any delivered goods passes at place of shipment (subject to
<br />the License), unless prohibited by applicable law.
<br />3.2 Except as otherwise agreed in an Order Form, Customer is
<br />responsible, at Customer's expense, for installation of the Software
<br />and Service Deliverables, User training, data conversion,
<br />implementation and other services.
<br />4. Maintenance.
<br />4.1 During the Maintenance Period, Lawson will directly or indirectly
<br />provide to the Specified Customer identified in an Order Form
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<br />25C-38
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