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Lawson Software Customer Agreement Master Terms and Conditions
<br /> The following Lawson Master Terms and Conditions supplement and govern 1.23 "New Products' means new softwaro and documentation that
<br /> each Order Form, Statement of Work and other written agreement entered Lawson Group elects to make generally available to customers
<br /> into at any time by Customer and any Lawson Group company at any time on separate from other products and which contain new application
<br /> or after the effective date of these Lawson Master Terms and Conditions: software or technology.
<br /> 1. Definitions. The following defined terms are in addition to the 1.24 'Order Form" means a Product Order Form ('POF"), a Services
<br /> definitions contained in each applicable Order Fonn or Statement Order Fonn ("SOF'), Statement of Work or other order form entered
<br /> of Work: into by Lawson and the applicable Specified Customer at any time
<br /> and referring to these Lawson Master Terms and Conditions. Each
<br /> 1.1 "Agreement" or "Lawson Software Customer Agreement" means Order Fonn pertains only to the Specified Customer identified in that
<br /> these Lawson Software Customer Agreement Master Terms and Order Fonn.
<br /> Conditions and each Order Form, Statement of Work and other
<br /> written agreement entered into by Customer and any Lawson 1.25 "Party" means Lawson or Customer, and "Parties" means Lawson
<br /> Group company at any time in the future and which refers to these and Customer.
<br /> Lawson Master Terms and Conditions. 1.26 'Products' means the Software and Documentation.
<br /> 1.2 "Cure Period" means the period of time after notice from Customer, 1.27 "Product Warranty' is defined in Section 7.1 below.
<br /> reasonably required for Lawson to cure a breach in accordance 1.28 "Release" means the edition of aLawson-Maintained Product after it
<br /> with Lawson's then current standard Maintenance or Services has been made generally available by Lawson.
<br /> practices.
<br /> 1.3 "Customer" collectively means the customer entity that has signed 1.29 "Service" means training, implementation, consulting, Service
<br /> these Lawson Master Tenns and Conditions and each Specified Deliverables, subscription or other services provided by Lawson
<br /> Customer (if different) identified in each respective Order Fonn or under the Agreement, excluding Maintenance and any Limked
<br /> Offering (unless otherwise stated in an Order Fonn).
<br /> Statement of Work.
<br /> 1.4 "Documentation" means ell help screens, or other documentation 1.30 "Service Deliverable" means any tool, training materials or other non-
<br /> describing the operation of the Software described in an Order Product item described in the applicable Order Form or Statement of
<br /> Fonn, which are delivered (in printed or electronic form) with the Work as a "Service Deliverable" for delivery to the Specified
<br /> Software by Lawson or a Third Party, any subsequent updates and Customer identified in that Order Fonn or Statement of Work.
<br /> new Releases of that documentation provided to the Specified 1.31 "Services Warranty is defined in Section 7.2 below.
<br /> Customer listed in that Order Form by Lawson under Maintenance 1.32 "Software" means the software and media described in a POF (in
<br /> or by a Third Party, and any copies of that documentation. source code and/or object code as specified in a POF), any repairs,
<br /> Documentation excludes all advertising, marketing materials, replacements, upgrades, updates, enhancements and new Releases
<br /> requests for proposal, proposals, demonstration materials and provided by Lawson to Customer under applicable Maintenance for
<br /> other promotional information. that same Software or provided by a Thircl Party to Customer, and
<br /> 1.5 "Escrow Agroement" means the separate escrow agreement, if any copies of that code, excluding any Limited Offering software that
<br /> any, entered into by the escrow agent appointed by Lawson. is listed in an Order Form as not being a'Produd."
<br /> 1.6 "Extended Maintenance" is defined in Section 4.2(b) below. 1.33 'Speafied Customer" means the customer identified in an Order
<br /> 1.7 "Initial Maintenance Period" means the initial period of Maintenance Fonn or Statement of Work and which is either (a) the same
<br /> specified in an applicable Order Form. customer entity that signed these Lawson Master Terms and
<br /> Conditions or (b) a customer which is affiliated with the customer
<br /> 1.8 "Intellectual Property Rights' means all copyrights, patent rights, entity that signed these Lawson Master Terms and Conditions.
<br /> confidentiality rights, trade secret rights and trademark rights now 1.34 "Statement of Work" or "SOW" means the portion of the Agreement
<br /> known or created in the future. that describes the Services to be performed by Lawson for the
<br /> 1.9 "Lawson" means each respective Lawson Group company that has Specified Customer identified in that Statement of Work and that
<br /> entered into the Agreement with Customer. describes one or more of the following: the main responsibilities of
<br /> 1.10 "Lawson Competitor'' means a developer, licensor or provider of the parties, estimated time schedule for completion of project, project
<br /> software or services that directly competes with the then current scope and organization, change order process, and other project
<br /> Products or Services provided by Lawson Group. requirements.
<br /> 1.11 "Lawson Documentation" means the Documentation for the 1.35 "Support Operations Handbook" means the Lawson-prepared
<br /> Lawson Products. document that describes the respective types and levels of
<br /> maintenance and support available for purchase by the applicable
<br /> 1.12 "Lawson Group" means Lawson Software, Inc. and each of its
<br /> direct and indirect subsidiaries. Specified Customer for the Lawson-Maintained Products, as
<br /> amended by Lawson from time to time.
<br /> 1.13 "Lawson Partnef means each entity that is then currently 1.36 "Taxes" means any value-added, sales, use, excise, goods and
<br /> appointed as a "Lawson Partner" by any Lawson Group company. services, withholding taxes, duties or other taxes, interest and
<br /> 1.14 "Lawson-Maintained Products" means the unmodified Products or penalties that are levied or assessed by a governmental authority
<br /> Limited Offering that are specified as "LMP" in an applicable Order because of the Agreement, excluding: (a) taxes for which Customer
<br /> Fonn while eligible for Maintenance under Section 4 below. provides Lawson a valid tax exemption or resale certificate, (b) taxes
<br /> 1.15 "Lawson Product" means each Product described in an Order based on Lawson Group's net income and (c) interest and penaties
<br /> Fonn, excluding Third Party Products. caused by Lawson Group and not Customer.
<br /> 1.16 "License" is defined in Section 2 below. 1.37 "Third Party means the applicable owner or supplier of a Third Party
<br /> Product.
<br /> 7.17 "License Term" means a perpetual period of time, unless a shorter
<br /> tens is specified in the applicable Order Forth or the License is 1.38 "Third Party Product' means each Product owned by a third party
<br /> terminated pursuant to the Agreement. and designated as a separate "Third Party Produd° in a POF and
<br /> delivered to the applicable Specified Customer under the
<br /> 1.18 "Limited Offering' means software, maintenance and/or services Agreement, excluding third party Products that are designated in that
<br /> that are designated as "LO" in an Order Form. An Order Form may POF as embedded or included with a Product that is proprietary to
<br /> exclude a Limited Offering from the definition of a Produd, Lawson.
<br /> Maintenance and/or Service under the Agreement. 1.39 "User" means employees of the applicable Specified Customer or
<br /> 1.19 "Mainstream Maintenance' is defined in Section 4.2(a) below. other natural persons who are authorized by that Specked Customer
<br /> 1.20 "Maintenance` means the maintenance and support services to use the Products, Services Deliverables and Limited Offerings for
<br /> described in Section 4 below and in the then current Support the internal business of that Specified Customer, subject to the
<br /> Operations Handbook and purchased for the Lawson-Maintained Agreement.
<br /> Products listed in an Order Fonn by the Specified Customer listed 2 License Granted. Subject to the Agreement, when a Lawson Group
<br /> in that Order Fonn, excluding any Limited Offering maintenance or company and a Specified Customer sign an Order Fonn, that
<br /> support that is Nsted in an Order Form as not being "Maintenance." Lawson Group company hereby grants to only the Specified
<br /> 1.21 "Maintenance Period' means: (a) the Initial Maintenance Period or Customer identified in that Order Fonn, throughout the License
<br /> (b) any renewal period of Maintenance under Section 5 below or Term, anon-transferable and non-exclusive license to that Specified
<br /> under the applicable Onler Fonn. Customer to use and allow that Specified Customers Users to use
<br /> 1.22 `Maximum Use Designations" means the user limitation defined the respective Products, Service Deliverables and Limited Offerings
<br /> and shown in the Order Forth applicable to the Products, Services identified in that Order Fonn for up to the Maximum Use
<br /> or Service Deliverables. Designations identfied in that Order Fonn and only for the internal
<br /> business of that Specked Customer ("License°).
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<br /> Customer Master T&C's -North America Page 2 of 6
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<br /> Revised 2007 August 14
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