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Lawson Software Customer Agreement Master Terms and Conditions
<br />The following Lawson Master Terms and Conditions supplement and govem
<br />each Order Form, Statement of Work and other written agreement entered
<br />into at any time by Customer and any Lawson Group company at any time on
<br />or after the effective date of these Lawson Master Terns and Conditions:
<br />1. Definitions. The following defined terms are in addition to the
<br />definitions contained in each applicable Order Forth or Statement
<br />of W ork:
<br />1.1 "Agreement" or "Lawson Software Customer Agreement" means
<br />these Lawson Software Customer Agreement Master Terms and
<br />Conditions and each Order Forth, Statement of Work and other
<br />written agreement entered into by Customer and any Lawson
<br />Group company at any time in the future and which refers to these
<br />Lawson Master Terms and Conditions.
<br />1.2 "Cure Period' means the period of time after notice from Customer,
<br />reasonably required for Lawson to cure a breach in accordance
<br />with Lawson's then current standard Maintenance or Services
<br />practices.
<br />1.3 "Customer" collectively means the customer entity that has signed
<br />these Lawson Master Terms and Conditions and each Specified
<br />Customer (if different) identified in each respective Order Form or
<br />Statement of Work.
<br />1.4 "Documentation" moans all help screens, or other documentation
<br />describing the operation of the Software described in an Order
<br />Forth, which are delivered (in printed or electronic forth) with the
<br />Software by Lawson or a Third Party, any subsequent updates and
<br />new Releases of that documentation provided to the Specified
<br />Customer listed in that Order Form by Lawson under Maintenance
<br />or by a Third Party, and any copies of that documentation.
<br />Documentation excludes all advertising, marketing materials,
<br />requests for proposal, proposals, demonstration materials and
<br />other promotional information.
<br />1.5 "Escrow Agreement" means the separate escrow agreement, if
<br />any, entered into by the escrow agent appointed by Lawson.
<br />1.6 "Extended Maintenance" is defined in Section 4.2(b) below.
<br />1.7 "Initial Maintenance Period" means the initial period of Maintenance
<br />specified in an applicable Order Form.
<br />1.8 "Intellectual Property Rights" means all copyrights, patent rights,
<br />confidentiality rights, trade secret rights and trademark rights now
<br />known or created in the future.
<br />1.9 "Lawson" means each respective Lawson Group company that has
<br />entered into the Agreement with Customer.
<br />1.10 "Lawson Competitor" means a developer, licensor or provider of
<br />software or services that directly competes with the then current
<br />Products or Services provided by Lawson Group.
<br />1.11 "Lawson Documentation" means the Documentation for the
<br />Lawson Products.
<br />1.12 "Lawson Group" means Lawson Software, Inc. and each of is
<br />direct and indirect subsidiaries.
<br />1.13 "Lawson Partner mesa each entity that is then currently
<br />appointed as a'Lawson Partner by any Lawson Group company.
<br />1.14 "Lawson - Maintained Products' means the unmodified Products or
<br />Limited Offering that are specified as "LMP" in an applicable Order
<br />Form while eligible for Maintenance under Section 4 below.
<br />1.15 "Lawson Product" means each Product described in an Order
<br />Forth, excluding Third Party Products.
<br />1.16 "License" is defined in Section 2 below.
<br />1.17 "License Term" means a perpetual period of time, unless a shorter
<br />term is specified in the applicable Order Form or the License is
<br />terminated pursuant to the Agreement.
<br />1.18 "Limited Offering" means software, maintenance and /or services
<br />that are designated as "LO' in an Order Forth. An Order Forth may
<br />exclude a Limited Offering from the definition of a Product,
<br />Maintenance and /or Service under the Agreement.
<br />1.19 "Mainstream Maintenance" is defined in Section 4.2(a) below.
<br />1.20 "Meintensinos' means the maintenance and support services
<br />described in Section 4 below and in the then current Support
<br />Operations Handbook and purchased for the Lawson- Maintained
<br />Products listed in an Order Form by the Specified Customer listed
<br />in that Order Forth, excluding any Limited Offering maintenance or
<br />support that is listed in an Order Form as not being 'Makoenance."
<br />1.21 'Maintenance Period' cum: (a) the Initial Maintenance Period or
<br />(b) any renewal period of Maintenance under Section 5 below or
<br />under the applicable Order Forth.
<br />1.22 "Maxanum the Designations" means the user Imitation defined
<br />and shown in the Order Form applicable to the Products, Services
<br />or Service Deliverables.
<br />1.23 'New Products" moans new software and documentation that
<br />Lawson Group elects to make generally available to customers
<br />separate from other products and which contain new application
<br />software or technology.
<br />1.24 'Order Form" means a Product Order Form ('POF"), a Services
<br />Order Forth ('SOP), Statement of Work or other order form entered
<br />into by Lawson and the applicable Specified Customer at any time
<br />and referring to these Lawson Master Terms and Conditions. Each
<br />Order Forth pertains only to the Specified Customer identified in that
<br />Order Forth.
<br />1.25 "Party" means Lawson or Customer, and 'Parties" means Lawson
<br />and Customer.
<br />1.26 ' Products" mean the Software and Documentation.
<br />1.27 "Product Warranty' is defined in Section 7.1 below.
<br />1.28 'Relase" memo the edition of a Lawson- Maintained Product after it
<br />has been made generally available by Lawson.
<br />1.29 "Service' means training, implementation, consulting, Service
<br />Deliverables, subscription or other services provided by Lawson
<br />under the Agreement, excluding Maintenance and any Limited
<br />Offering (unless otherwise stated in an Order Form).
<br />1.30 "Service Deliverable' means any tool, training materials or other non-
<br />Product Rem described in the applicable Order Forth or Statement of
<br />Work as a "Service Deliverable' for delivery to the Specified
<br />Customer identified in that Order Forth or Statement of Work.
<br />1.31 "Services Warranty' is defined in Section 7.2 below.
<br />1.32 "Software" means the software and media described in a POF (in
<br />source code and /or object code as specified in a POF), any repairs,
<br />replacements, upgrades, updates, enhancements and new Releases
<br />provided by Lawson to Customer under applicable Maintenance for
<br />that same Software or provided by a Third Party to Customer, and
<br />any copies of that code, excluding any Limited Offering software that
<br />is Noted in an Order Form as not being a "Product."
<br />1.33 'Specified Customer" means the customer identified in an Order
<br />Form or Statement of Work and which is either (a) the same
<br />customer entity that signed these Lawson Master Terms and
<br />Conditions or (b) a customer which is affiliated with the customer
<br />entity that signed these Lawson Master Terms and Conditions.
<br />1.34 "Statement of Work" or "SOW" means the portion of the Agreement
<br />that describes the Services to be performed by Lawson for the
<br />Specified Customer identified in that Statement of Work and that
<br />describes one or more of the following: the main responsibilities of
<br />the parties, estimated time schedule for completion of project, project
<br />scope and organization, change order process, and other project
<br />requirements.
<br />1.35 'Support Operations Handbook" means the Lawson- prepared
<br />document that describes the respective types and levels of
<br />maintenance and support available for purchase by the applicable
<br />Specified Customer for the Lawson - Maintained Products, as
<br />amended by Lawson from time to time.
<br />1.36 " Taxes" means any value - added, sales, use, excise, goods and
<br />services, withholding taxes, duties or other taxes, interest and
<br />penalties that are levied or assessed by a governmental authority
<br />because of the Agreement, excluding: (a) taxes for which Customer
<br />provides Lawson a valid tax exemption or resale certificate, (b) taxes
<br />based on Lawson Group's not income and (c) interest and penalties
<br />caused by Lawson Group and not Customer.
<br />1.37 "Third Party" means the applicable owner or supplier of a Third Party
<br />Product.
<br />1.38 "Third Party Product" means each Product owned by a third party
<br />and designated as a separate "Third Party Product" in a POF and
<br />delivered to the applicable Specified Customer under the
<br />Agreement, excluding third party Products that are designated in that
<br />POF as embedded or included with a Product that is proprietary to
<br />Lawson.
<br />1.39 "User means employees of the applicable Specified Customer or
<br />other natural persons who are authorized by that Specified Customer
<br />to use the Products, Services Deliverables and Limited Offerings for
<br />the internal business of that Specified Customer, subject to the
<br />Agreement.
<br />2. License Granted. Subject to the Agreement, when a Lawson Group
<br />company and a Specified Customer sign an Order Form, that
<br />Lawson Group company hereby grants to only the Specified
<br />Customer identified in that Order Form, throughout the License
<br />Term, a non - transferable and non - exclusive license to that Specified
<br />Customer to use and allow that Specified Customer's Users to use
<br />the respective Products, Service Deliverables and Limited Offerings
<br />identified in that Order Forth for up to the Maximum Use
<br />Designations identified in that Order Form and only for the internal
<br />business of that Specified Customer ('License ").
<br />Customer Master T &C s - North Amenca Page 2 of 6
<br />Revised 2007 August 14
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