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

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LAWSN Readiness Assessment Summary Report and presentation Reports and presentations referenced above are presented to the Lawson /enQuesta/City Project Teams and Executive Steering Committee by the Lawson Quality Manager and /or Lawson Practice Director 8. Commercial Terms Any delays or changes caused by City's employees, equipment, contractors or vendors may require an extension in the estimated Project schedule and /or may cause an increase in the estimated service hours or estimated fees described in this SOW, including without limitation delays or changes due to the following: (a) a material change to or deficiency in the information which the City has supplied to Lawson; (b) a failure by City and /or vendors to perform any of their respective responsibilities under this SOW, including, without limitation, the supply to Lawson of adequate resources and information; (c) an unanticipated event that materially changes the service needs or requirements of the City; (d) circumstances beyond the reasonable control of either Lawson or City, acts of God or other Force Majeure Event (as defined herein); or (e) a change in law. The City may elect to reschedule or cancel scheduled Services, but if City provides Lawson fewer than 10 business days advance written notice of rescheduling or cancellation (for time and materials Services), City shall pay Lawson the Services Fees for each business day that Lawson did not receive 10 business days advance notice. If City elects to reschedule or cancel any on -site Services, Maintenance or Product Warranty services, Lawson may invoice City for any expenses that cannot reasonably be avoided by Lawson (e.g. penalties for changing airline or hotel commitments). If the City is not ready to go live upon completion of the Services described in this Statement of Work, additional Services and Training may be required ( "Additional Work "). Any Additional Work and associated costs required for this purpose are not included in this Statement of Work and would be managed through the procedure described in Section 10 Project Change Control Procedure of this SOW. Disentanglement In connection with termination of this SOW for Lawson's default, Lawson shall use commercially reasonable efforts to accomplish an adequate and timely transition from Lawson to the City, or to any replacement providers (collectively, the "New Consultant" or "NC ") designated by the City, of the services being terminated (a "Disentanglement "), without material impact on the Services or any other Services provided by third parties. For the avoidance of doubt, the City's selection of a New Consultant must be in accordance with the Master Terms and Conditions. Lawson shall reasonably cooperate with the City and the NC in effecting an adequate and timely Disentanglement. Lawson shall provide the City and the NC with the necessary information regarding the Services or as is otherwise needed for Disentanglement, subject to NC agreeing to maintain the confidentiality of Lawson Confidential Information. Unless mutually agreed upon, Lawson shall not be required to finish any Service Deliverables or partially completed Deliverables as part of the Disentanglement Services. The City shall pay Lawson for all Disentanglement Services on a time and materials basis at the rates set forth in the SOW for a period of twenty - four (24) months after the Effective Date of the SOW; thereafter all Services will be provided at Lawson's then - current rates. 9. General Project Assumptions The following general assumptions apply to this SOW. SOW- SantaAna- 12Feb08 vFina1_v2.doc Confidential 22