25C - FINANCE AND UTILITY SOFTWARE

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"Peripherals" means all non-server related Hardware components including, without limitation, disk storage, workstations, printers, tape drives, modems. "Source Code" means computer code in high level, human readable language, including comments and documentation reasonably necessary to build and/or modify such code. "Support Services" means the software maintenance and support services to be provided by S&S as further described in Section 4 and in the S&S Software Maintenance & Support Guidelines, as such guidelines may be amended by S&S from time to time. "System Acceptance" means the date on which a module or group of interrelated modules of the Application Software is operating in a production environment processing actual Customer data with out a Level 1 defect as defined in the Statement of Work signed between the Customer and Lawson Software, Inc. ("Lawson")., and shall occur thirty (30) days after go-live unless a Level 1 defect extend the acceptance date. "System Equipment" means the Hardware, Peripherals, Operating System Software and Third Party Software. "Term" means perpetual unless the Agreement is terminated in accordance with Section 8(B). "Third-Party Software" means the computer software that is described in Exhibit 1 that S&S delivers to Customer under this Agreement but which is subject to the license agreement provided by such third party. For avoidance of doubt, this term does not include the Application Software. 2. FEES AND PAYMENT SCHEDULE A. Fees. S&S grants the licenses in this Agreement conditioned upon payment of the applicable license fee(s). License fees related to the Application Software shall be due and payable within 30 days of the Effective Date of this Agreement. Fees for Hardware and Third Party software shall be due and payable within 30 days of Delivery of said Hardware or Third Party software. Customer shall ensure that all such amounts are directly remitted to S&S. B. Invoices. All invoices submitted pursuant to this Agreement shall be due and payable within thirty days of receipt of invoice. All amounts listed in this Agreement or otherwise quoted by S&S are (i) in U.S. Dollars and shall be paid in U.S. Dollars; and (ii) do not include any applicable sales taxes, use taxes, duties or any similar assessments, and the Customer shall furnish a tax exemption certificate to S & S. Any amount payable pursuant to this Agreement and not paid within thirty (30) days after the relevant payment date for said amount shall be delinquent and shall bear interest at the rate of one and one half percent (1'/z%) (or, if less, the maximum legal rate) for each month or portion thereof it is delinquent. Customer shall ensure payment of all such interest, as well as all costs and reasonable attorneys' fees incurred by S&S in the collection of such delinquent sums. C. Additional Items. In the event S&S provides Customer with additional hardware, software and/or related services not specified in this Agreement, S&S shall be entitled to invoice Customer for such items pursuant to S&S' standard fees for such items or other mutually agreed upon amounts, and such invoiced amounts shall be due and payable in accordance with the terms set forth in this Section. 3. OWNERSHIP; LICENSE A. Ownershiy. S&S and its licensors shall have and retain sole and exclusive ownership of all right, title and interest in and to the Application Software, including ownership of all trade secrets and copyrights pertaining thereto, subject only to the license rights and privileges expressly granted to the Customer herein. Customer agrees that S&S and its licensors shall have sole ownership of all improvements and modifications made to the Application Software, including without limitation those made in connection with the Customization, regardless of whether such improvements and modifications are made by S&S alone or together with the Customer or third parties. Nothing in this Agreement shall be construed as a commitment of S&S to create improvements, modifications or future enhancements to the Application Software, other than those expressly specified in this Agreement. Upon request and without the necessity for further consideration, Customer shall take all necessary actions to assign ownership of the Application Software and Customizations to S&S. B. Hardware. Subject to all the terms and conditions of this Agreement, S&S agrees to sell and Customer agrees to purchase the Hardware specified in Exhibit 1. S&S shall arrange for Delivery of each unit of Hardware by common carrier at mutually agreeable time(s). Customer shall pay or reimburse S&S for all costs of Hardware shipping and transportation. At Customer's expense, S&S shall procure transit and casualty insurance for the replacement value of the Systems & Software, Inc. Confidential 25C-6