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Lawson Software Customer Agreement Master Terms and Conditions
<br />or tangible personal property to the extent caused by
<br />Lawson's gross npNOsnce, Lawson, Lawson Group and Its
<br />Third rartles' aggrogaM said ewllWsWs Nability for damages
<br />to Customer:
<br />a) for the Products, the Product Warranty or Maintenance,
<br />whether in contract or tort, will be limited to actual direct
<br />money damages In an amount not to exceed: (1)
<br />theLlcense fees paid by Customer to Lawson for the
<br />Products subject to the damage claim If Customer notifies
<br />Lawson of the claim within one year after the date of the
<br />earliest Order Form for those Products or (2) the most
<br />recent annual Maintenance fees paid by Customer to
<br />Lawson for the Products subject to the damage claim if
<br />Customer notifies Lawson of the claim more than one year
<br />after the date of the earliest Order Form for those Products
<br />subject to the damage claim;
<br />b) for the Services and Services Warranty, whether In
<br />contract or tort, will be limited to actual direct money
<br />damages in an amount not to exceed the Services Fees
<br />paid by Customer to Lawson for the Services subject to the
<br />damage claim during the one year period prior to Customer
<br />notifying Lawson of the claim; and
<br />c) for any Limited Offering, whether in contract or tort, will be
<br />limited to actual direct money damages In an amount not
<br />to exceed any fees paid by Customer to Lawson for that
<br />Limited Offering during the one year period prior to
<br />Customer notifying Lawson of the claim.
<br />15.3 The limitations of liability in Section 15 apply to Lawson Group
<br />In the aggregate and are not additive among each Lawson
<br />Group company.
<br />15.4 The Parties will each use reasonable efforts to mitigate their
<br />damages.
<br />15.5 Section 15 describes the agreed allocation of risk.
<br />16. Source Code Escrow. Unless an Order Forth specifies delivery of
<br />source code for a Product, all Products will be provided in object
<br />code only to the Specified Customer identified in an Order From.
<br />During the Maintenance Period, the Specified Customer identified
<br />in an Order Forth may elect to become a beneficiary under the
<br />applicable Escrow Agreement between Lawson Group and its
<br />escrow agent for the Lawson Products delivered by Lawson in
<br />object code only under that Order Forth (excluding Third Party
<br />Products) by: (1) signing the applicable acceptance forth provided
<br />by Lawson and (2) paying the escrow agent all initial and renewal
<br />escrow fees. The License and the Escrow Agreement govern any
<br />Product source code provided to Customer under the Escrow
<br />Agreement.
<br />17. Assignment.
<br />17.1 Customer may not assign the License or the Agreement, or transfer
<br />any rights or obligations under the Agreement.
<br />17.2 If a Lawson Competitor acquires a controlling interest in the capital
<br />stock or assets of Customer or Customer's successor, Lawson may
<br />elect to terminate the Agreement upon notice to Customer and
<br />shall have no refund obligations to Customer.
<br />17.3 Lawson Group may transfer the right to receive payments under
<br />the Agreement.
<br />17.4 Lawson Group may transfer the Agreement in connection with a
<br />merger, reorganization, sale or transfer of all or substantially all of
<br />the assets of Lawson Group or its applicable operating subsidiary
<br />or division.
<br />17.5 Any assignment or transfer in violation of this Section 17 is void.
<br />18. Publicity.
<br />18.1 Either Party may (in any presentations, press release, advertising
<br />or publicly- disseminated materials) refer to the other Party, to the
<br />Products and Services acquired by Customer, or to background
<br />information, including, for example: Lawson competitors and
<br />competing products considered by Customer, net value of the
<br />Agreement, and Customer business needs and reasons for
<br />selecting Lawson and the Products.
<br />18.2 Pricing and non - standard Lawson contract terms will remain
<br />confidential under Section 10 above.
<br />19. Notices.
<br />19.1 All notices required under the Agreement must be in writing and
<br />delivered electronically or by other method providing for proof of
<br />delivery, to the attenbon of the Party's president or managing
<br />director, at the address on the applicable Order Forth (unless a
<br />different recipient or address has been designated by notice to the
<br />other Party).
<br />19.2 Other communications may be delivered by fax, e-mail or other
<br />written means.
<br />20. General.
<br />20.1 All services provided by Lawson will be provided as an independent
<br />contractor, and neither Party will be, or represent itself to be, the
<br />franchiser, franchisee, agent, legal representative or fiduciary of the
<br />other Party.
<br />20.2 The Agreement may be amended only in writing signed by the
<br />Parties, except that Lawson may upon notice to Customer and
<br />without Customer's signature, amend an Order Form to correct
<br />errors without increasing the License fees or Services rates.
<br />20.3 The Agreement contains the complete agreement with Customer
<br />concerning any products, software, maintenance or services
<br />provided by any Lawson Group company. The Agreement
<br />supersedes all purchase orders, prior agreements, representations,
<br />statements, requests for proposal, proposals, negotiations,
<br />understandings and undertakings concerning any products,
<br />software, maintenance, service, Service Deliverable or Limited
<br />Offering.
<br />20.4 The Agreement will commence into force on the date that Lawson
<br />signs the Agreement and will continue in force until the Parties agree
<br />otherwise or the Agreement is terminated in writing in accordance
<br />with the provisions of the Agreement.
<br />20.5 Sections 1, 7.3, 9, 10, 11, 13, 14, 15, 17, 19, 20, 21 and 22, and the
<br />provisions of the Agreement concerning protection of Intellectual
<br />Property Rights, will survive any termination or expiration of the
<br />Agreement.
<br />21. Governing Law and Dispute Resolution.
<br />21.1 The Agreement is governed by Minnesota law (without regard to
<br />conflicts of laws principles). All of the terms of the Agreement shall
<br />be enforceable to the full extent allowed by Minnesota law. If
<br />Minnesota law changes in any manner contrary to the express terms
<br />of the Agreement, those changes will not govern the Agreement to
<br />the extent that those changes can be lawfully waived by contract.
<br />21.2 Promptly after the written request of either Party, each of the Parties
<br />will appoint a designated representative to meet promptly in person
<br />or by telephone to attempt to resolve in good faith any dispute
<br />concerning Lawson's invoices, the Products, Maintenance, Services,
<br />a Limited Offering or the Agreement. If the designated
<br />representatives do not resolve the dispute, then either Party may
<br />request that an officer of Lawson and an officer of Customer meet
<br />promptly in person or by telephone to review and attempt to resolve
<br />the dispute in good faith.
<br />21.3 Unless prohibited by applicable law, Lawson and Customer each
<br />waive their right to a trial by jury for any disputes between the
<br />Parties.
<br />21.4 No litigation, arbitration or other action relating to the Products,
<br />Maintenance, Services, Limited Offering, Lawson's invoices or the
<br />Agreement may be brought: (a) if the injured Party has not
<br />participated or agreed to participate in the meetings described in
<br />Section 21.2 above or (b) if the cause of action has been known by
<br />the injured Party more than 2 years.
<br />21.5 Each Party will pay (without reimbursement) its own legal fees and
<br />expenses incurred in any dispute.
<br />21.6 The Parties must comply with this Section 21 for any dispute
<br />22. United States Government Restricted Rights. If the Products or
<br />Service Deliverables are acquired by or for the United States ( "U.S. ")
<br />Government or by a U.S. Government prime contractor or
<br />subcontractor (at any tier), then the U.S. Govemment's rights in the
<br />Products and Service Deliverables will be only as set forth in the
<br />Agreement. This Section 22 is in accordance with 48 CFR 227.7201
<br />through 227.7202 -4 (for Department of Defense (DOD) acquisitions)
<br />and with 48 CFR 2.101 and 12.212 (for non -DOD acquisitions), and
<br />other applicable sections of the U.S. Code of Federal Regulations
<br />then in effect.
<br />(End of Lawson Software Customer
<br />Agreement Master Terms and Conditions]
<br />Customer Master T &Cs - North Arnenco Page 6 of 6
<br />Revised 2007 August 14
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