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

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occurs. Lawson recommends the Citv consider this an issue that will be considered on a per case basis as the situation arises during the project, rather than set hours. 8) Limitations on Liability. A. The cap on damages for any claim arising from an agreement between the parties will be set at amount not to exceed twice the actual value of the fees paid for software and implementation services. Personal injury and property damage claims will be exempt from this cap. Lawson and S &S Response: Lawson can agree to exclude personal injury and property damage claims from the cap on damn -,es. However, Lawson �s unable to aigrce to a 2x multiple cap on damages and requests the t6ilowing, limitation ofliability provision: Linniianons of Liability. hr no event will Lawson, l...a),vson Group, Third Parties or Santa Ana be Gable for indirect. incidental, punitive, exemplary, special or consequential damages, or damages for loss of profits, revenue, data or use, incurred by either Party, whether in contract or tort, even if the other Party has been advised of the possibility of such damages. Neither Party will seek or apply for such dama(Tes. Other than indemnification by Lawson for third party claims for intellectual property infringement as described in Lawson's Master Terms and Conditions or bodily injury or direct damage to real or tangible personal property to the extent caused by Lawson's gross negligence, Lawson, Lawson Group and its Third Parties' aggregate and cumulative hclbility for damages to Santa Ana: for the Products, the Product Warranty, Maintenance or the Maintenance Warranty, whether in contract or tort. will be limited to actual direct money damages in an amount riot to exceed: (1) the License fees paid by Santa Ana to Lawson for the Products subject to the damage claim if Santa Ana notifies Lawson of the claim within one year after the date of the carliest Order Form fir those Products or (2) the most recent annual Maintenance fees paid by Santa Ana to Lawson for the Products subject to the damage claim if Santa Ana notifies Lawson of the claim more than one year after the date of the earliest Order Form for those Products subject to the damage claim; and for the Services and Services Warranty, whether in contract or tort, will be limited to actual direct money damages in an amount not to exceed the Services Fees paid by Santa Ana to Lawson for the Services subject to the dama0e claim during the 18 month period prior to Santa Ana notifying Lawson of the claim. B. Vendor agrees to hold the City harmless from any and all damages. Lawson and S &S Response: Lawson Software cannot agree to this broad indemnification provision. However. Lawson will agree to hold the City of Santa Ana harmless for personal injury and property damage claims in accordance with the following provision: Injury. Property, or Other Damage. Lawson agrees to defend and indemnify Santa Ana and its respective officers, employees and agents from and against third party claims, actions and suits, for personal injury to, or death of, any person, or loss or damage to real or tangible personal property arising out of, or resulting from, the grossly negligent acts of Lawson. The provisions of this section shall survive the termination of this agreement. The parties will each use reasonable efforts to mitigate their damages. 9) Statement of Work. The City will require the development of detailed statement of work, including a high - level project plan, prior to contract signing. Lawson and S &S Response: Lawson's standard procedure is to develop a detailed Statement of Work. The Statement of Work is a required component of the contract documents and will require signature by the City and Lawson. Lawson will also include a high level project plan at the City's request; however, this is riot a contract document, as the Project Plan is to be a deliverable during the Planning Phase of the project and is completed by the Lawson, S &S and City Project Managers. Lawson Software — Confidential 63