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Lawson Software Customer Agreement Master Terms and Conditions
<br /> Maintenance for the Lawson-Maintained Products listed in that 5.2 After the Initial Maintenance Period (unless otherwise stated in an
<br /> Order Fonn. Unless othenwise stated in that Order Fonn, and Ober Forth), Maintenance for the Lawson-Maintained Products will
<br /> based on the type and level of Maintenance purchased, automatically renew for successive one year Maintenance Periods
<br /> Maintenance will include the following: so long as Lawson makes that Maintenance available to its
<br /> a) make available to the Specified Customer identified in that customers, unless the Specified Customer identified in the Order
<br /> Order Forth general technical information and assistance with Forth for those Products or Lawson notifies each other of non-
<br /> problem determination, isolation, verification and resolution renewal before the renewal date.
<br /> during the hours specified in the then curent Support 5.3 Lawson may consolidate the renewal date for Maintenance Periods
<br /> Operations Handbook; under one or more Order Forms into one Maintenance renewal date
<br /> b) correct programming errors in the Lawson-Maintained Products each year for Customer. If Customer has prepaid Maintenance fees
<br /> listed in that Order Forth to comply with the Product Warranty as of the consolidated Maintenance renewal date, Lawson will credit
<br /> under Section 7.1 below and allow the Lawson-Maintained the unearned portion of the prepaid Maintenance fees as part of the
<br /> Products, when property installed and configured (if not installed renewal Maintenance fees due on the next consolidated
<br /> and configured by Lawson), to operate matedally and Maintenance renewal date.
<br /> substantially as described in the Documentation for those 5.4 If Maintenance has terminated and Customer and Lawson desire to
<br /> Products, by providing that Specified Customer a program reinstate Maintenance, Lawson will promptly reinstate available
<br /> patch, update, new Release, or instructions for avoiding the Maintenance if Customer pays Lawson: (a) all outstanding invoices,
<br /> error, as determined by Lawson; and (b) the Maintenance fees for the next Maintenance Period, and (c) a
<br /> c) provide that Specfied Customer updates and new Releases of "Reinstatement Fee" equal to 2% of the then current list price for the
<br /> the same Lawson-Maintained Products listed in that Order Lawson-Maintained Products for each month not under
<br /> Forth when generally made available by Lawson for installation Maintenance.
<br /> and use by that Specfied Customer under the Agreement. 6. Services.
<br /> New Products require a separate Order Forth and are not provided as a new 6.1 Except as otherwise agreed in an applicable Order Forth, all
<br /> Release or as part of Maintenance for other Products. Services will be on a time and materials basis at Lawson's then
<br /> 4.2 During each respective Maintenance Period, Lawson will provide current rates (the °Services Fees°) plus applicable Taxes, payable
<br /> Maintenance for: within 30 days after invoice date.
<br /> a) each Release of aLawson-Maintained Product for at least 36 6.2 The Services will be performed in the manner and under the terms
<br /> months after general availability of that Release ("Mainstream described in the relevant Statement(s) of Work.
<br /> Maintenance"); and 6.3 Lawson will select the personnel and provide the Services directly or
<br /> b) each Release of aLawson-Maintained Product for at least an through a subcontractor, and may reassign personnel if
<br /> additional 24 months after termination of Mainstream reassignment does not materially impede the performance or
<br /> Maintenance ("Extended Maintenance"). Extended schedule of Services.
<br /> Maintenance is subject to an addtional Maintenance fee, and 6.4 Except as otherwise agreed in an applicable Order Form, the
<br /> may exclude updates. Specified Customer identified in an Order Form will reimburse
<br /> 4.3 Lawson will publish on its support website the scheduled Lawson for reasonable travel and out-of-pocket expenses incurred
<br /> termination date for Maintenance of each Release that has a when rendering on-site Services, Maintenance or Product Warranty
<br /> scheduled termination date. services for any Products listed in that Order Form.
<br /> 4.4 Lawson will not materially degrade its Maintenance practices 6.5 Customer may elect to purchase installation, implementation and
<br /> during the Maintenance Period. other available Services directly from Lawson or a Lawson Partner.
<br /> 4.5 Customer may elect to purchase at Customers expense from the 7. Warranties.
<br /> applicable Third Party available support for the Third Party
<br /> Products specified in an Order Form or Support Operations 7.1 Product Warranty. At the time of delivery of the Products listed in an
<br /> Handbook as not maintained or supported by Lawson ("No LM"). Order Forth, Lawson warrants that (the "Product Warranty'):
<br /> 4.6 Unless otherwise described in an applicable Order Form, Lawson 7.1.1 Media. The media for those Products as provided by Lawson will be
<br /> does not maintain or support Service Deliverables or Products free of defects;
<br /> modified outside of Maintenance provided by Lawson. 7.1.2 Viruses. Before delivery of those Products by Lawson, Lawson will
<br /> 4.7 Lawson Maintenance requires that: have used up-to-date, commercially available virus scanning and
<br /> cleaning, and will not have, based on the results of that scanning
<br /> a) Customer uses an Internet browser with access to the World and cleaning, delivered to the Specified Customer identified in that
<br /> Wide Web and an a-mail address to obtain Lawson Order Forth Products containing any computer viruses, time bombs,
<br /> Maintenance; harmful and malicious data, or other undocumented programs which
<br /> b) only persons trained by aLawson-certified trainer may access inhibit Product use; and
<br /> Lawson Maintenance; 7.1.3 Functionality. Those Products will include the functionality described
<br /> c) Customer provides Lawson reasonably available information in the Documentation for those Products.
<br /> and technical assistance; 7.2 Services Warranty. Lawson warrants that at the time of Services
<br /> d) he Products must be properly installed; delivery, the Services will be provided by trained personnel and in a
<br /> e) Customer complies with the Support Operations Handbook; professional manner using commeroially reasonable efforts.
<br /> 7.3 THE WARRANTIES REFERENCED IN THE AGREEMENT ARE
<br /> f)the Specified Customer for the Lawson-Maintained Products listed MADE SOLELY BY LAWSON AND ARE IN LIEU OF ALL OTHER
<br /> in an Order Forth uses those Products only on the operating WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED
<br /> system/database and in the technical environment shown in WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
<br /> that Order Forth or applicable Documentation; and PARTICULAR PURPOSE. Lawson does not warrant that the
<br /> g) Customer uses the Products in accordance with the Products, Services, Service Deliverables or Limited Offerings are
<br /> Documentation. free of nonmaterial defects or will meet the specific requirements or
<br /> 4.8 If Lawson reasonably determines that a Customer-reported needs of Customers business (whether or not those requirements
<br /> problem is (1) not caused by the Lawson-Maintained Products, (2) and needs are known to Lawson).
<br /> due to Customers modification of the Products or noncompliance 8. Customer's Remedies.
<br /> with the Documentation or the then curtent Support Operations
<br /> Handbook, or (3) due to Customers lack of training on the 8.1 Customers exclusive remedies for Lawson Group's breach of the
<br /> functionality or use of the Products, and Lawson is reasonably able Product Warranty or a Maintenance default are as follows:
<br /> to correct the problem at Customers request, then Customer will a) Lawson will provide Maintenance (if purchased by Customer) to
<br /> reimburse Lawson for handling that problem at Lawson's then repair, replace or furnish an upgrade of the Lawson-Maintained
<br /> curtent rates. Products to enable those Products or upgrade of those Products
<br /> 5. Maintenance Renewal and Reinstatement. to comply with the Product Wartanty and Section 4 above; and
<br /> 5.1 Before each renewal date of the Maintenance Period, Lawson will b) if Lawson does not comply with Section 8.1 (a) above within the
<br /> provide to the Specified Customer for the Lawson-Maintained Cure Period, Customer may recover direct damages for the
<br /> Products listed in an Order Forth an invoice for the Maintenance Lawson-Maintained Products subject to the damage claim,
<br /> fees for those Products for that renewal period, plus applicable including up to a refund of the License fees or Maintenance Fees
<br /> Taxes. paid by Customer to Lawson for those Products, subject to the
<br /> time periods and limitations described in Section 15 below.
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<br /> Customer Master T&C's -North America Page 4 of 6
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<br /> Revised 2007 August 14
<br /> 25A-6
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