INFOR (US) INC. (FORMERLY LAWSON SOFTWARE) 2 - 2008

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to property, resuking from any act or occurrence arising out of Lawson's operations in the performance of this Agreement. 5. Professional Liability (Errors & Omissions) insurance, with a combined single limit of not less that $1,000,000.00 per claim. Certificates of insurance shall be placed on file with the Customer's Clerk's Office prior to beginning performance. Section 13 of the Agreement is deleted and replaced in its entirety with the following: Both Parties shall not directly solicit, during the period of this contract or any extensions to it, any professional personnel who are also in the employ of the other Party and who are providing services involving this contract or services similar in nature to the scope of this contract to such Party. Furthermore, both Parties shall not directly solicit, during the period of this contract or any extensions to it, any employee of the other Party who has participated in the making of this contract until at least one year after his/her termination of employment with such Party. The following Section shall be added to the Agreement as Section 17.6: Assignment. Lawson shall not assign, sublet or transfer or otherwise dispose of its interest in this Agreement without the prior written consent of Customer. Notwithstanding the foregoing, Lawson may, upon prompt written notice to the Customer but without Customer's consent, assign all of Lawson's rights and obligations under this Agreement in connection with a merger, reorganization, sale or transfer of substantially all of the capital stock or assets of Lawson or its applicable operating division. Section 18.2 of the Agreement is deleted in its entirety. Section 21.1 of the Agreement is deleted and replaced in its entirety with the following: The Agreement is governed by the laws of the State of California. Notwithstanding the foregoing, the parties understand and agree to be bound by the terms and conditions of this Agreement and each waive their rights to the extent permitted by applicable law in any case where the terms of this Agreement and the laws of the State of California are in conflict. If the laws of the State of California changes in any manner contrary to the express terms of the Agreement, those changes will not govern the Agreement to the extent that those changes can be lawfully waived by contract. Section 21.2 of the Agreement is deleted and replaced in its entirety with the following: In the event of any dispute or disagreement between the parties which does not require immediate legal relief, whether with respect to the interpretation of any provision of the Agreement, or with respect to the performance of either party hereto, each of the parties will have their respective Project Managers meet for the purpose of endeavoring to resolve such dispute or negotiate for an adjustment to such provision. If a resolution to such dispute does not occur during such meeting or within three business days thereafter, the parties agree to elevate the dispute to a meeting of Lawson's Practice Director or the Customer's Executive Director of Finance. If a resolution to such dispute does not occur during such meeting or within three business days thereafter, the parties agree to elevate the dispute to the Vice President level of LAWSON and the City Manager or his designee of the City. If either of the representatives at this level concludes, after a good faith attempt to resolve the dispute, that amicable resolution through continued negotiation of the matter at issue does not appear likely, the parties may seek any other legal means necessary. In order to constitute a good faith attempt under this Section, the aggrieved Party must give the other Party a minimum of thirty (30) days from the start of the informal dispute resolution process before seeking other legal action. The following Section shall be added to the Agreement as Section 23: Injury, Property, or Other Damage. Lawson shall be responsible for all finally adjudicated damages resulting from third party claims, actions and suits for personal injury and damage to real or tangible personal property due to, or resulting from, the negligent acts or omissions of Lawson, its employees, Santa Ana License Add 08 Feb2008final.doc Page 4 of 8