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Lawson Software Customer Agreement Master Terms and Conditions
<br /> 2.1 Installation and Use. 2.5 Restrictions.
<br /> 2.1.1 Unless otherwise authorized by Lawson In writing, only the 2.5.1 The Specified Customer identified in an Order Form may not
<br /> applicable Specified Customer, Lawson Group or a Lawson Partner transfer, rent, lease, redistribute or re-license the Products or
<br /> retained by that Specified Customer, may install or host the Service Deliverables or use the Products or Service Deliverables
<br /> Products, upgrades, enhancements and new Releases of the listed in that Order Forth to provide data processing, outsourcing,
<br /> Products, Service Deliverables and Specified Customer service bureau, hosting services or training to third parties. Customer
<br /> modifications of the Lawson Products and Service Deliverables will not disassemble, decompile, decode or reverse engineer the
<br /> listed in the Order Forth identifying that Specified Customer. Software, except as expressly permitted by applicable law.
<br /> 2.1.2 The Specified Customer identified in an Order Forth or Statement 2.5.2 Only employees of Customer may attend Lawson training.
<br />
<br /> ' of Work may use the Products and Services Deliverables listed in 2.5.3 Customer shall not directly or indirectly,expart the Products or
<br /> that Order Forth or Statement of Work only in accordance with the
<br /> Se i
<br /> Documentation. rvce Deliverables from the country of initial delivery by Lawson
<br /> without the prior written authorization of Lawson and compliance with
<br /> 2.1.3 Customer must obtain applicable Third Party approval before applicable laws and regulations.
<br /> granting a Lawson Partner or third party permission to install, use 2,5.4 The restrictions in the Agreement concerning the use, confidentiality
<br /> or host Third Party Products on that Lawson PartnePs or third and export of the Products and Service Deliverables extend to an
<br /> party's hardware platform. Y
<br /> updates, upgrades, enhancements, Releases, or support materials
<br /> 2.1.4 The License does not allow a Specified Customer identified in an related to the Products or Service Deliverables, and provided by
<br /> Order Forth to use source code unless the source code has been Lawson or its Third Parties.
<br /> delivered to that Specified Customer under either (a) that Order 2.5.5 Customer shall comply with applicable laws when using any
<br /> Forth or (b) a separate Escrow Agreement entered into by that Products, Services, Service Deliverables or Limfted Offerings.
<br /> Specified Customer. The applicable License govems the use of
<br /> any source code. The Escrow Agreement govems the use of any 2.5.6 Each Specified Customer is responsible for compliance with the
<br /> source code delivered under that Escrow Agreement. Agreement by each of its Users.
<br /> 2.2 Software and Documentation Copies. 2.6 Country Versions. The Products licensed to the Specified
<br /> 2.2.1 The Specified Customer identified in an Order Forth may copy the Customer identified in an Order Forth are the country version of the
<br /> Software listed in that Order Forth only for backup and archival Products only for the country(s) listed in that Order Forth. That
<br /> purposes. Specified Customer may, upon written request and payment of the
<br /> 2.2.2 During the Maintenance Period and upon request and for a nominal applicable fees, license other thencurrently available country
<br /> handling charge, Lawson will provide additional copies of the versions of the Products under the then current terms and
<br /> Lawson Products listed in an Order Form (subject to the Maximum conditions. Lawson is not obligated to modify or develop software to
<br /> Use Designations shown in that Order Form) to the Specified meet any requirements of any country orjurisdiction.
<br /> Customer identified in that Order Fortin. 2.7 Verifications.
<br /> 2.2.3 Customer may copy the Lawson Documentation and Service 2.7.1 If requested by Lawson, Customer will inform Lawson each calendar
<br /> Deliverables only for use with the applicable Software under the year of the countries where the licensed Products are located and
<br /> License. used.
<br /> 2.2.4 Customer may not copy Documentation for Third Party Products 2'7.2 The Maximum Use Designations for each Product licensed under the
<br /> unless permitted by the applicable Third Party. Agreement are set out in the applicable Order Form.
<br /> 2.2.5 Customer must retain and include on each copy of the Products 2'7.3 Customer acknowledges that some Products may contain software
<br /> and Service Deliverables, all titles, trademarks, and copyright and that will monitor the actual users and prohibit unauthorized use of the
<br /> restricted rights notices and Customer will document the number of Software.
<br /> copies. 2.7.4 After reasonable notice and request (and no more than once per
<br /> 2.3 Third Party Products Sublicensed by Lawson. calendar year): (a) the Specified Customer identified in an Order
<br /> 2.3.1 Third Party Products Sublicensed by Lawson may be used only Form will provide Lawson a verification of that Specified Customers
<br /> with the Products and the operating system/database shown in the compliance with the Maximum Use Designations listed in that Order
<br /> applicable Order Form. Forth and (b) Lawson, its Third Parties or their representatives may
<br /> inspect the location where the Products listed in that Order Forth are
<br /> 2.3.2 Customer is responsible for licensing and paying for additional third installed to verify compliance with the Agreement, provided the
<br /> party products that may be required for use of upgrades, inspection is during normal business hours, complies with that
<br /> enhancements or new Releases of the Lawson-Maintained Specified Customer's confidentiality and securfty policies, and does
<br /> Products. not unreasonably interfere wfth that Specified Customer's business.
<br /> 2.3.3 If the reseller agreement terminates between Lawson and a Third 2.7.5 The Specified Customer will promptly: (a) notify Lawson if it
<br /> Party for any Third Party Products listed in an Order Form: (a) the becomes aware that it has exceeded the Maximum Use
<br /> Specified Customer identified in that Order Forth may continue to Designations listed in an Order Form for that Specified Customer
<br /> use those Third Party Products under the License for the License and (b) pay Lawson the then current list price for those additional
<br /> Term and (b) that Third Party will continue to be a third party Maximum Use Designations plus applicable Taxes.
<br /> beneficiary to the Agreement and may enforce its rights under the 2,7.6 If Lawson teams that the Specified Customer has exceeded the
<br /> Agreement as the licensor of the applicable Third Party Product Maximum Use Designations listed in an Order Form for that
<br /> Sublicensed by Lawson to that Specified Customer. Specified Customer, and that customer has not previously paid
<br /> 2.4 Modifications and Ownership. Lawson for that overage under Section 2.7.5 above, after notice from
<br /> 2.4.1 Customer may modify the Lawson Products and Service Lawson that Specified Customer will promptly pay Lawson: (a) the
<br /> Deliverables only to the extent permitted under an Order Forth or then curtent list price for those additional Maximum Use
<br /> described in the Documentation for those Products. The Lawson Designations plus a 25% surcharge of that amount, plus applicable
<br /> Products listed in an Order Form may be used by the Specified Taxes and (b) the reasonable costs of conducting the verification
<br /> Customer identified in that Order Form or by Lawson Partners under Section 2.7.4 if the Maximum Use Designations were
<br /> retained by that Specified Customer to develop and use (for only exceeded by more than 5°/ .
<br /> the internal business of that Specified Customer) Software 2 7 7 Customer will not be entitled to a reduction or refund of any fees
<br /> interfaces. Subject to the License, Lawson and its Third Parties will because the number of actual users is less than the Maximum Use
<br /> continue to own all Intellectual Property Rights for the Products, Designations.
<br /> Services, Service Deliverables and any modifications of the
<br /> respective Products or Service Deliverables. Unless authorized by 3. Delivery and Installation.
<br /> separate agreement, Customer will not modify Third Party 3 1 Lawson will rom tl deliver to the S ecified Customer identfied in
<br /> Products. p p y p
<br /> an Order Forth one copy of the Products listed in that Order Forth.
<br /> 2.4.2 The Agreement and Customer will not restrict Lawson Group's or Title to any delivered goods passes at place of shipment (subject to
<br /> its Third Parties' independent development, use or licensing of any the License), unless prohibited by applicable law.
<br /> type of software.
<br /> 3.2 Except as otherwise agreed in an Order Forth, Customer is
<br /> 2.4.3 If an Order Forth lists a Product for development and test use only, responsible, at Customer's expense, for installation of the Software
<br /> the Specified Customer identified in that Orcler Forth may use that and Service Deliverables, User training, data conversion,
<br /> Product for development and testing but not for production (unless implementation and other services.
<br /> that Specified Customer has licensed that Product separately for
<br /> production use). 4. Maintenance.
<br /> 4.1 During the Maintenance Period, Lawson will directly or indirectly
<br /> provide to the Specified Customer identified in an Order Forth
<br /> Customer Master T&C's -North America Page 3 of 6
<br /> Revised 2007 August 14
<br /> 25A-5
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