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<br /> or tangible personal property to the extent caused by 19.2 Other communications may be delivered by fax, a-mail or other
<br /> Lawson's gross negligence, Lawson, Lawson Group and its written means.
<br /> Third Parties' aggregate and cumulative liability for damages
<br />20.
<br />General.
<br /> to Customer:
<br />a) for the Products, the Product Warranty or Maintenance, 20.1 All services provided by Lawson will be provided as an independent
<br /> whether in contract or tort, will be limited to actual direct contractor, and neither Party will be, or represent itself to be, the
<br />legal representative or fiduciary of the
<br />agent
<br />franchisee
<br />franchiser
<br /> money damages in an amount not to exceed: (1) ,
<br />,
<br />,
<br />other Party.
<br /> theLicense fees paid by Customer to Lawson for the
<br /> Products subject to the damage claim if Customer notifies 20.2 The Agreement may be amended only in writing signed by the
<br /> Lawson of the claim wkhin one year after the date of the Parties, except that Lawson may upon notice to Customer and
<br /> earliest Order Form for those Products or (2) the most without Customer's signature, amend an Order Form to correct
<br /> recent annual Maintenance fees paid by Customer to errors without increasing the License fees or Services rates.
<br /> Lawson for the Products subject to the damage claim if 20.3 The Agreement contains the complete agreement with Customer
<br /> Customer notifies Lawson of the claim more than one year concerning any products, software, maintenance or services
<br /> after the date of the earliest Order Form for those Products provided by any Lawson Group company. The Agreement
<br /> subject to the damage claim; supersedes all purchase orders, prior agreements, representations,
<br /> b) for the Services and Services Warranty, whether in statements, requests for proposal, proposals, negotiations,
<br /> contract or tort, will be limited to actual direct money understandings and undertakings concerning any products,
<br /> damages in an amount not to exceed the Services Fees software, maintenance, service, Service Deliverable or Limited
<br /> paid by Customer to Lawson for the Services subject to the Offering.
<br /> damage claim during the one year period prior to Customer 20.4 The Agreement will commence into force on the date that Lawson
<br /> notifying Lawson of the claim; and signs the Agreement and will continue in force until the Parties agree
<br /> c) for any Limited Offering, whether in contract or tort, will be otherwise or the Agreement is terminated in writing in accordance
<br /> limited to actual direct money damages in an amount not with the provisions of the Agreement.
<br /> to exceed any fees paid by Customer to Lawson for that 20.5 Sections 1, 7.3, 9, 10, 11, 13, 14, 15, 17, 19, 20, 21 and 22, and the
<br /> Limted Offering during the one year period prior to provisions of the Agreement concerning protection of Intellectual
<br /> Customer notifying Lawson of the claim. Property Rights, will survive any termination or expiration of the
<br />15.3 The limitations of liability in Section 15 apply to Lawson Group Agreement.
<br /> in the aggregate and are not additive among each Lawson
<br />21.
<br />Governing Law and Dispute Resolution.
<br /> Group company.
<br />4
<br />15 The Parties will each use reasonable efforts to mitigate their 21.1 The Agreement is governed by Minnesota law (without regard to
<br />. damages. conflicts of laws principles). All of the terms of the Agreement shall
<br /> be enforceable to the full extent allowed by Minnesota law. If
<br />15.5 Section 15 describes the agreed allocation of risk. Minnesota law changes in any manner contrary to the express terms
<br />16 Unless an Order Form specifies delivery of
<br />Source Code Escrow of the Agreement, those changes will not govern the Agreement to
<br />. .
<br />source code for a Product, all Products will be provided in object the extent that those changes can be lawfully waived by contract.
<br /> code only to the Specified Customer identified in an Order From. 21.2 Promptly after the written request of either Party, each of the Parties
<br /> During the Maintenance Period, the Specified Customer identified will appoint a designated representative to meet promptly in person
<br /> in an Order Form may elect to become a beneficiary under the or by telephone to attempt to resolve in good faith any dispute
<br /> applicable Escrow Agreement between Lawson Group and its concerning Lawson's invoices, the Products, Maintenance, Services,
<br /> escrow agent for the Lawson Products delivered by Lawson in a Limited Offering or the Agreement. If the designated
<br /> object code only under that Order Form (excluding Third Party representatives do not resolve the dispute, then either Party may
<br /> Products) by: (1) signing the applicable acceptance form provided request that an officer of Lawson and an officer of Customer meet
<br /> by Lawson and (2) paying the escrow agent all initial and renewal promptly in person or by telephone to review and attempt to resolve
<br /> escrow fees. The License and the Escrow Agreement govern any the dispute in good faith.
<br /> Product source code provided to Customer under the Escrow 21.3 Unless prohibited by applicable law, Lawson and Customer each
<br /> Agreement. waive their right to a trial by jury for any disputes between the
<br />17.
<br />1
<br />17 Assignment.
<br />Customer may not assign the License or the Agreement, or transfer
<br />21.4 Parties.
<br />No litigation, arbitration or other action relating to the Products,
<br />'
<br />. any rights or obligations under the Agreement. s invoices or the
<br />Maintenance, Services, Limited Offering, Lawson
<br />Agreement may be brought: (a) 'rf the injured Party has not
<br />17.2 If a Lawson Competitor acquires a controlling interest in the capital participated or agreed to participate in the meetings described in
<br /> stock or assets of Customer or Customer's successor, Lawson may Section 21.2 above or (b) if the cause of action has been known by
<br /> elect to terminate the Agreement upon notice to Customer and the injured Party more than 2 years.
<br /> shall have no refund obligations to Customer.
<br />21.5
<br />Each Party will pay (without reimbursement) its own legal fees and
<br />17.3 Lawson Group may transfer the right to receive payments under expenses incurred in any dispute.
<br /> the Agreement.
<br />21.6
<br />The Parties must comply with this Section 21 for any dispute.
<br />17.4 Lawson Group may transfer the Agreement in connection with a
<br /> merger, reorganization, sale or transfer of all or substantially all of 22. United States Government Restricted Rights. If the Products or
<br />"
<br />"
<br /> the assets of Lawson Group or its applicable operating subsidiary U.S
<br />)
<br />Service Deliverables are acquired by or for the United States (
<br /> or division. Government or by a U.S. Government prime contractor or
<br />17.5 Any assignment or transfer in violation of this Section 17 is void. subcontractor (at any Her), then the U.S. Government's rights in the
<br />Products and Service Deliverables will be only as set forth in the
<br />18 Publicity. Agreement. This Section 22 is in accordance with 48 CFR 227.7201
<br />. through 227.7202-4 (for Department of Defense (DOD) acquisitions)
<br />18.1 Either Party may (in any presentations, press release, advertising and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions), and
<br /> or publicly-disseminated materials) refer to the other Party, to the other applicable sections of the U.S. Code of Federal Regulations
<br /> Products and Services acquired by Customer, or to background then in effect.
<br /> information, including, for example: Lawson competitors and
<br /> competing products considered by Customer, net value of the
<br /> Agreement, and Customer business needs and reasons for (End of Lawson Software Customer
<br /> selecting Lawson and the Products. Agreement Master Terms and Conditions]
<br />18.2 Pricing and non-standard Lawson contract terms will remain
<br /> confidential under Section 10 above.
<br />19. Notices.
<br />19.1 All notices required under the Agreement must be in writing and
<br /> delivered electronically or by other method providing for proof of
<br /> delivery, to the attention of the Party's president or managing
<br /> director, at the address on the applicable Order Form (unless a
<br /> different recipient or address has been designated by notice to the
<br /> other Party).
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<br />
<br />25C-41
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