|
a:~; >c,i ,~., :,.a'e vaS:c:...~ ;3 f, .,t %~s~ T ro~ <+~ c, ~ :!;,ns
<br />Maintenance for the Lawson-Maintained Products listed in that 5.2
<br />Order Form. Unless otherwise stated in that Order Form, and
<br />based on the type and level of Maintenance purchased,
<br />Maintenance v~ill include the following:
<br />a) make available to the Specified Customer identified in that
<br />Order Form general technical information and assistance with
<br />problem determination, isolation, verification and resolution
<br />during the hours specified in the then current Support 5.3
<br />Operations Handbook;
<br />b) correct programming errors in the Lawson-Maintained Products
<br />listed in that Order Form to comply with the Product Warranty
<br />under Section 7.1 below and allow the Lawson-Maintained
<br />Products, when properly installed and configured (if not installed
<br />and configured by Lawson), to operate materially and
<br />substantially as described in the Documentation for those
<br />Products, by providing that Specked Customer a program
<br />patch, update, new Release, or instructions for avoiding the
<br />error, as determined by Lawson; and
<br />c) provide that Specified Customer updates and new Releases of
<br />the same Lawson-Maintained Products listed in that Order
<br />Form when generally made available by Lawson for installation
<br />and use by that Specked Customer under the Agreement.
<br />New Products require a separate Order Form and are not provided as a new
<br />Release or as part of Maintenance for other Products.
<br />4.2
<br />4.3
<br />4.4
<br />4.5
<br />4.6
<br />4.7
<br />4.8
<br />5.
<br />During each respective Maintenance Period, Lawson will provide
<br />Maintenance for:
<br />a) each Release of aLawson-Maintained Product for at least 36
<br />months after general availability of that Release ("Mainstream
<br />Maintenance"); and
<br />b) each Release of aLawson-Maintained Product for at least an
<br />additional 24 months after termination of Mainstream
<br />Maintenance ("Extended Maintenance"). Extended
<br />Maintenance is subject to an additional Maintenance fee, and
<br />may exclude updates.
<br />Lawson will publish on its support website the scheduled
<br />termination date for Maintenance of each Release that has a
<br />scheduled termination date.
<br />Lawson will not materially degrade its Maintenance practices
<br />during the Maintenance Period.
<br />Customer may elect to purchase at Customer's expense from the
<br />applicable Third Party available support for the Third Party
<br />Products specified in an Order Form or Support Operations
<br />Handbook as not maintained or supported by Lawson ("No LM°).
<br />Unless otherwise described in an applicable Order Form, Lawson
<br />does not maintain or support Service Deliverables or Products
<br />mod~ed outside of Maintenance provided by Lawson.
<br />Lawson Maintenance requires that:
<br />a) Customer uses an Internet browser with access to the World
<br />Wide Web and an e-mail address to obtain Lawson
<br />Maintenance;
<br />b) only persons trained by aLawson-certified trainer may access
<br />Lawson Maintenance;
<br />c) Customer provides Lawson reasonably available information
<br />and technical assistance;
<br />d) he Products must be properly installed;
<br />e) Customer complies wRh the Support Operations Handbook;
<br />f)the Specified Customer for the Lawson-Maintained Products listed
<br />in an Order Forth uses those Products only on the operating
<br />systemldatabase and in the technical environment shown in
<br />that Order Forth or applicable Documentation; and
<br />g) Customer uses the Products in accordance with the
<br />Documentation.
<br />ff Lawson reasonably determines that a Customer-reported
<br />problem is (1) not caused by the Lawson-Maintained Products, (2)
<br />due to Customer's modfication of the Products or noncompliance
<br />with the Documentation or the then current Support Operations
<br />Handbook, or (3) due to Customer's Zack of training on the
<br />functionality or use of the Products, and Lawson is reasonably able
<br />to correct the problem at Customers request, then Customer will
<br />reimburse Lawson for handling that problem at Lawson's then
<br />current rates.
<br />Maintenance Renewal and Reinstatement.
<br />5.1 Before each renewal date of the Maintenance Period, Lawson will
<br />provide to the Specified Customer for the Lawson-Maintained
<br />Products listed in an Order Form an invoice for the Maintenance
<br />fees for those Products for that renewal period, plus applicable
<br />Taxes.
<br />st~-' -s Master i3Ca ~-h~ .ti,~1.r~tir~t:
<br />5.4
<br />6.
<br />6.1
<br />6.2
<br />6.3
<br />6.4
<br />6.5
<br />7.
<br />7.1
<br />7.1.1
<br />7.1.2
<br />7.1.3
<br />7.2
<br />7.3
<br />After the Initial Maintenance Period (unless otherwise stated in an
<br />Order Form), Maintenance for the Lawson-Maintained Products will
<br />automatically renew for successive one year Maintenance Periods
<br />so long as Lawson makes that Maintenance available to its
<br />customers, unless the Specified Customer identified in the Order
<br />Form for those Products or Lawson notifies each other of non-
<br />renewal before the renewal date.
<br />Lawson may consolidate the renewal date for Maintenance Periods
<br />under one or mare Order Forms into one Maintenance renewal date
<br />each year for Customer. If Customer has prepaid Maintenance fees
<br />as of the consolidated Maintenance renewal date, Lawson will credit
<br />the unearned portion of the prepaid Maintenance fees as part of the
<br />renewal Maintenance fees due on the next consolidated
<br />Maintenance renewal date.
<br />If Maintenance has terminated and Customer and Lawson desire to
<br />reinstate Maintenance, Lawson will promptly reinstate available
<br />Maintenance 'rf Customer pays Lawson: (a) all outstanding invoices,
<br />(b) the Maintenance fees for the next Maintenance Period, and (c) a
<br />"Reinstatement Fee" equal to 2°h of the then current list price for the
<br />Lawson-Maintained Products for each month not under
<br />Maintenance.
<br />Services.
<br />Except as otherwise agreed in an applicable Order Form, all
<br />Services will be on a time and materials basis at Lawson's then
<br />current rates (the "Services Fees°) plus applicable Taxes, payable
<br />within 30 days after invoice date.
<br />The Services will be performed in the manner and under the terms
<br />described in the relevant Statement(s) of Work.
<br />Lawson will select the personnel and provide the Services directly or
<br />through a subcontractor, and may reassign personnel 'rf
<br />reassignment does not materially impede the performance or
<br />schedule of Services.
<br />Except as otherwise agreed in an applicable Order Form, the
<br />Specified Customer identified in an Order Form will reimburse
<br />Lawson for reasonable travel and out-of-pocket expenses incurred
<br />when rendering on-site Services, Maintenance or Product Warranty
<br />services for any Products listed in that Order Form.
<br />Customer may elect to purchase installation, implementation and
<br />other available Services directly from Lawson or a Lawson Partner.
<br />Warranties.
<br />Product Waranty. At the time of delivery of the Products listed in an
<br />Order Forth, Lawson warrants that (the "Product Warranty°):
<br />Media. The media for those Products as provided by Lawson will be
<br />free of defects;
<br />Viruses. Before delivery of those Products by Lawson, Lawson will
<br />have used up-to-date, commercially available virus scanning and
<br />cleaning, and will not have, based on the results of that scanning
<br />and cleaning, delivered to the Specified Customer identified in that
<br />Order Form Products containing any computer viruses, time bombs,
<br />harmful and malicious data, or other undocumented programs which
<br />inhibit Product use; and
<br />Functionality. Those Products will include the functionality described
<br />in the Documentation for those Products.
<br />Services Warranty. Lawson warants that at the time of Services
<br />delivery, the Services will be provided by trained personnel and in a
<br />professional manner using commercially reasonable efforts.
<br />THE WARRANTIES REFERENCED IN THE AGREEMENT ARE
<br />MADE SOLELY BY LAWSON AND ARE IN LIEU OF ALL OTHER
<br />WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED
<br />WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
<br />PARTICULAR PURPOSE. Lawson does not warrant that the
<br />Products, Services, Service Deliverables or Limited Offerings are
<br />free of nonmaterial defects or will meet the specific requirements or
<br />needs of Customer's business (whether or not those requirements
<br />and needs are known to Lawson).
<br />8. Customer's Remedies.
<br />8.1 Customer's exclusive remedies for Lawson Group's breach of the
<br />Product Warranty or a Maintenance default are as follows:
<br />a) Lawson will provide Maintenance (if purchased by Customer) to
<br />repair, replace or furnish an upgrade of the Lawson-Maintained
<br />Products to enable those Products or upgrade of those Products
<br />to comply with the Product Warranty and Section 4 above; and
<br />b) if Lawson does not comply wRh Section 8.1 (a) above within the
<br />Cure Period, Customer may recover direct damages for the
<br />Lawson-Maintained Products subject to the damage claim,
<br />including up to a refund of the License fees or Maintenance Fees
<br />paid by Customer to Lawson for those Products, subject to the
<br />time periods and limitations described in Section 15 below.
<br />`-'<t~u <e cf ~7
<br />25C-39
<br />
|