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

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6.3.1 Subcontractors. Lawson shall not subcontract the Services to be provided by it under this Agreement, and no subcontracting of the Services to be provided under this Agreement or any right or interest therein by Lawson shall be effective, without the prior written consent by Customer of such subcontract, which consent will not be unreasonably withheld. In the event of any subcontract, LAWSON shall remain primarily liable for all of its obligations under this Agreement. Upon request, Lawson can obtain lien waivers from subcontractors performing Services for Customer under the Agreement. For the avoidance of doubt, Lawson will not be required to obtain Customer's approval if Lawson merely uses Lawson- certified personnel that are not Lawson employees to perform Services. The following Section shall be added to the Agreement as Section 7.1.4: 7.1.4 Functionality Warranty. Lawson warrants that, for a period of 24 months after the Effective Date of the Agreement, the applicable Lawson- Maintained Products shall operate in accordance with their Functional and Technical Requirements attached hereto as Exhibit A. This warranty applies only to those Lawson - Maintained Products actually licensed by Customer and only to the release of the Products initially delivered under the Product Order Form executed in conjunction with this Agreement. The following Section shall be added to the Agreement as Section 10.5: Except for the categories set forth in Section 10.1, no information or document that Lawson provides to Customer in connection with this Agreement will be deemed Confidential Information unless it is marked as "confidential" or "proprietary" and constitutes material, which under applicable law, is not of public record. In the event that a request is made under the state's Open Records Law or other applicable law for any of Lawson's Confidential Information, Customer will promptly provide Lawson notice of the request for information so that Lawson may promptly avail itself of any opportunities to establish reasons why the information should be withheld prior to disclosing such Confidential Information. Section 11.1(b) of the Agreement is deleted and replaced in its entirety with the following: gives Lawson authority to defend or settle the suit or claim provided that Lawson does not agree to any settlement that materially prejudices Customer Group, provided that Lawson will consult with Customer regarding the defense, Section 11.1(d) of the Agreement is deleted and replaced in its entirety with the following: does not make or allow Customer Group to make any admissions that prejudice, or might prejudice the defense, except as may be elicited during lawful judicial process; and Section 11.5(a) of the Agreement is deleted and replaced in its entirety with the following: Lawson will pay Customer, as Customer's sole and exclusive remedy against Lawson (other than indemnification by Lawson under this Section 11) an amount equal to the License fee paid under the Agreement for the infringing Product and Service Deliverable and any other Product(s) and Service Deliverable(s) that become substantially unusable because of the infringement less the cumulative depreciation of those Products and Service Deliverables based on a ten (10) year straight line depreciation commencing one (1) year after the initial date of the License for those Products and Service Deliverables; and Section 12 of the Agreement is deleted and replaced in its entirety with the following: 12. Insurance. Lawson will carry the following amounts and types of insurance in conjunction with the work performed under this contract. 1. Worker's Compensation......... Within limits required by the State of California 2. Employer's Liebility ...... $1,000,000.00 each accident 3. Commercial Automobile Liability 31,000,000.00 Combined Single Limit 4. Commercial General Liability, $1,000,000.00 per occurrence, and naming the City, its officers, employees and agents as additional insured(s) and shall include, but not be limited to protection a against claims arising from bodily and personal injury, including death resulting therefrom and damage Santa Ana Lioense Add 08 Feb2008final.doc Page 3 of 8