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ADDENDUM TO LAWSON SOFTWARE CUSTOMER AGREEMENT <br />MASTER TERMS AND CONDITIONS <br />This Addendum ("Addendum') modifies the Lawson Software Customer Agreement Master Terms and <br />Conditions (the " Agreement') entered into between Lawson Software Americas, Inc. ( "Lawson ") and the <br />undersigned Customer, and is effective as of the date signed by Lawson. All of the capitalized terms not <br />otherwise defined in this Addendum have the same respective meanings as contained in the Agreement. The <br />following sections replace the respective sections contained in the Agreement, or add additional section(s) to <br />the Agreement. The sections of the Agreement that are not expressly modified or replaced by this Addendum <br />shall remain in effect pursuant to their terms. <br />Section 1.1 of the Agreement is deleted and replaced in its entirety with the following: <br />"Agreement" or "Lawson Software Customer Agreement" means these Lawson Software Customer Agreement <br />Master Terms and Conditions, each Order Form, Statement of Work and other written agreement entered into <br />by Customer and any Lawson Group company at any time in the future and which refers to these Lawson <br />Master Terms and Condition, and, subject to Section 32 below, each of the following documents which are <br />attached to this Agreement: <br />Exhibit A. Functional and Technical Requirements <br />Exhibit B. Lawson's Response to Request for Proposal <br />Exhibit C. City of Santa Ana ERP Request for Proposal <br />Exhibit D. City of Santa Ana Request for Clarification dated August 13, 2007 (as amended) <br />Exhibit E. City of Santa Ana Request for Clarification dated June 27, 2007 (as amended) <br />Section 1.13 of the Agreement is deleted and replaced in its entirety with the following: <br />"Lawson Partner" means each entity that is then currently appointed as a "Lawson Partner" by any Lawson <br />Group company. <br />Customer will be licensing directly from Systems & Software Inc. ( "SAS ") some third party software, which <br />transaction is not part of this Agreement. However, as part of the first Statement of Work that is executed <br />concurrently with this Customer Agreement, Lawson will be subcontracting some Services to S &S. For the <br />avoidance of doubt, even if Lawson terminates its subcontractor agreement with SAS, the City's License to the <br />Products licensed under this Agreement will not be affected as a result of such termination. <br />Section 2.4.1 of the Agreement is deleted and replaced in its entirety with the following: <br />Customer may modify the Lawson Products and Service Deliverables only to the extent permitted under an <br />Order Form or described in the Documentation for those Products. The Lawson Products listed in an Order <br />Form may be used by the Specified Customer identified in that Order Form or by Lawson Partners retained by <br />that Specified Customer to develop and use (for only the internal business of that Specified Customer) Software <br />interfaces. For the avoidance of doubt, the Specified Customer may use the Lawson Products to develop <br />and use Software interfaces for their internal business purposes. Subject to the License, Lawson and its <br />Third Parties will continue to own all Intellectual Property Rights for the Products, Services, Service Deliverables <br />and any modifications of the respective Products or Service Deliverables. Unless authorized by separate <br />agreement, Customer will not modify Third Party Products. <br />Section 2.5.2 of the Agreement is deleted and replaced in its entirety with the following: <br />Only employees of Customer may attend Lawson training. Contractors of Customer may attend training by <br />obtaining Lawson's prior written approval, such approval to not be unreasonably withheld. However, <br />should any Lawson - approved contractor become a competitor of Lawson for any products or services, <br />Lawson may revoke such approval. <br />Section 2.7.6 of the Agreement is deleted and replaced in its entirety with the following: <br />Santa Ana License Add 08 Feb2008final.doc Page 1 of 8 <br />