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Lawson Software Customer Agreement Master Terms and Conditions
<br /> 8.2 Customers exclusive remedies for breach of the Services Warranty c) gives Lawson all available non-pdvileged information reasonably
<br /> or a Services default are as follows: requested by Lawson concerning the suit orclaim;
<br /> a) Lawson will re-perform those Services at no add'Rional charge d) does not make any admissions that prejudice, or might prejudice
<br /> within the Cure Period; and the defense; and
<br /> b)rf Lawson does not complete that re-performance within the e) has used the Products in compliance with the Agreement,
<br /> Cure Period, Customer may recover direct damages, including complies with this Section 11 and reasonably cooperates wkh
<br /> up to a refund of the Services Fees paid by Customer to Lawson in the defense (Lawson wig reimburse Customers
<br /> Lawson for those Services not re-performed and timely cured, reasonable out-of-pocket costs of that requested cooperation).
<br /> subject to the limitations described in Sedien 15 below. 11,2 Customer may also retain legal counsel to participate in the defense
<br /> 8. Lawson's Remedies. of a claim under this Section 11. Lawson will reimburse Customer for
<br /> the reasonable fees and expenses of Customer's legal counsel only
<br /> 9.1 Upon request, Customer will provide Lawson sufficient financial if Lawson fails to continue to retain legal counsel as required by this
<br /> information to enable Lawson to determine Customer's Section 11.
<br /> creditworthiness. Lawson may withhold delivery of any Products or
<br /> Services pending credit approval by Lawson. 11.3 If the Products or Service Deliverables are held or are reasonably
<br /> believed by Lawson to infringe under this Section 11, Lawson will at
<br /> 9.2 Lawson may suspend or terminate Maintenance and/or Services at its expense and to the extent commercially reasonable, modify or
<br /> any time if all Lawson invoices, that are then due and payable, are replace the applicable Products or Service Deliverables to be non-
<br /> not paid within 15 days after notice of late payment. infringing and with similar fundionality, or obtain permission for
<br /> 9.3 Late a ents will bear interest at the lesser of 8% r Cus om r
<br /> P Ym pe annum or t e to continue using the Products and Service Deliverables
<br /> the maximum annual rate allowed by applicable law. under the License.
<br /> 9.4 Lawson may terminate the License, the Agreement or any Order 11.4 Lawson will have no obligations or liability for any suit or claim of
<br /> Forth if any undisputed invoices are not paid by Customer within 15 infringement based on Customer's use of a superseded or
<br /> days after notice of late payment or if Customer does not cure any Customer-akered Release of the Products or Service Deliverable to
<br /> other material breach of the Agreement within 90 days after notice the extent that the obligation or liability would have been avoided by
<br /> of breach. the use of a then current Release of the Products or Service
<br /> 9.5 Lawson may immediately terminate the Agreement or portion of the Deliverable which Lawson provides to Customer.
<br /> Agreement to the extent that it becomes illegal for the Lawson 11.5 If Lawson determines that the remedies in this Section 11 are not
<br /> Group to conduct business with Customer. commercially and reasonably possible and a court orders or is
<br /> 9.6 Customer will promptly destroy or return to Lawson all Products reasonably likely to order Lawson to terminate the Agreement to the
<br /> and Service Deliverables if the License and the Agreement extent it relates to the infringing Product or Service Deliverable:
<br /> terminate as described in Sections 9 or 17.2 (Third Party Products a) Lawson will pay Customer, as Customer's sde and exdusive
<br /> must be returned to Lawson upon termination of the License). remedy against Lawson (other than indemnification by Lawson
<br /> under this Section 11) an amount equal to the License fee paid
<br /> 10. Confidential Information. under the Agreement for the infdnging Product and Service
<br /> 10.1 "Confidential Information" means objed code, source code and Deliverable and any other Product(s) and Service Deliverable(s)
<br /> benchmark tests for the Products and Service Deliverables, Limited that become substantially unusable because of the infringement
<br /> Offering software, pricing, non-standard Lawson contract terms, less the cumulative depreciation of those Produds and Service
<br /> Customer financial information, data and all other information Deliverables based on a six (6) year straight line depreciation
<br /> reasonably believed to be confidential, but excludes: commencing one (1) year after the initial date of the License for
<br /> a information made available to the those Products and Service Deliverables; and
<br /> general public without
<br /> restddion by the disclosing Party or by an authorized third b) Customer will cease to use and will return to Lawson such
<br /> party; Product(s) and Service Deliverable(s).
<br /> b) information known to the receiving Party independent of 11.6 Customer will reasonably cooperate wkh Lawson to mitigate
<br /> disclosures by the disclosing Pally; infringement damages.
<br /> c) information independently developed by the receiving Party 12. Insurance. While Lawson is rendering any on-site Maintenance or
<br /> without access to or use of the disdosing Partys Confidential Services, Lawson will maintain comprehensive general liability
<br /> Information; or insurance for bodily injury and damage to tangible property, with
<br /> d) information that the receiving Party may be required to disclose coverage of at least $1,000,000 USD per occurrence, with a general
<br /> pursuant to a valid and enforceable subpoena or other lawful aggregate limit of at least $2,000,000 USD.
<br /> process. The receiving Party will immediately notify the 13. No Hire of Certain Lawson Employees. Customer agrees that until
<br /> disclosing Party of any obligations to disclose under this Section one year after the later of (a) the termination of the Maintenance
<br /> 10.1 (d) so that the disclosing Party can appear and prated its period or (b) the completion of Services, Customer will not hire,
<br /> interests. Customer's Confidential Information also excludes employ, retain (diredly or indiredly), or contrad for services direct)
<br /> any new features or functionality suggested by Customer for the Y
<br /> Produds orService Deliverables. with any current employee of the Lawson Group who is or has been
<br /> working in any capacity with Customer, and whose services have
<br /> 10.2 The Parties will use reasonable efforts to keep each other's been invoiced to Customer, without receiving prior written consent
<br /> Confidential Information secret and will use that information only to from Lawson. If Customer violates this Sedion 13, Customer agrees
<br /> fulfill the rights and obligations underthe Agreement. to pay to Lawson as liquidated damages a fee of 100% of such
<br /> 10.3 Either Party may disdose in confidence the other Party's Lawson employee's annual compensation in effect at the time of
<br /> Confidential Information on a need-to-know basis to other persons, such employee's severance of employment with Lawson, as
<br /> and the Party making that disclosure will be responsible for that evidenced by a copy of such employee's most recent payroll record.
<br /> person's compliance with the Agreement. 14. Force Majeure.
<br /> 10.4 The Parties will have the right of injunctive relief to maintain 14.1 Neither Party will be in default of its obligations under the Agreement
<br /> compliance with this Sedion 10 and prevent unauthorized or liable to the other for any noncompliance arising from causes
<br /> disclosure, use or export of the Products, Service Deliverables,
<br /> Limited Offerings or other Confidential Information. beyond the reasonable control of the Party, including, without
<br /> limitation, fires, floods, natural disasters, communication failures and
<br /> 11. Infringement Indemnity and Remedies. other equipment or telecommunication problems.
<br /> 11.1 Lawson will, at its expense, retain legal counsel and defend any 14.2 Each Party will use reasonable efforts to resolve promptly any type
<br /> suit or claim brought against Customer and will indemnify of force majeure event described in Section 14.1.
<br /> Customer against any third party damage claims that the Produds 15. Limitations of Liability.
<br /> or Service Deliverables as licensed and delivered by Lawson
<br /> infringe any third partys Intellectual Property Rights, only if 15.1 In no event will Lawson, Lawson Group, Third Parties or
<br /> Customer. Customer be liable for indirect, incidental, punitive, exemplary,
<br /> a) promptly notfies Lawson after Customer learns of the suit or special or consequential damages, or damages for loss of
<br /> claim, and no delay by Customer in providing that notice Profits, revenue, data or use, incurred by either Party, whether
<br /> materially prejudices the rights of Lawson; in contract or tort, even if the other Party has been advised of
<br /> the possibility of such damages. Neither Party will seek or apply
<br /> b) gives Lawson authority to defend or settle the suit or claim for such damages.
<br /> (provided that Lawson does not agree to any settlement that 15.2 Other than indemnification b Lawson for third y
<br /> materially prejudices Customer); under Section 11 above or bodily Injury or direct damaage to real
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<br /> Customer Master T&C's -North America Page 5 of 6
<br /> Revised 2007 August 14
<br /> 25A-7
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