25A - FINANCIAL SYSTEM MAINTENANCE

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Lawson Software Customer Agreement Master Terms and Conditions or tangible personal property to the extent caused by 19.2 Other communications may be delivered by fax, a-mail or other Lawson's gross nsgligenca, Lawson, Lawson Group and Its written means. Third Parties' aggryats and cumulathra flabllity for damages to Customer: 20. General. a) for the Products, the Product Warranty or Maintenance, 20.1 All services provided by Lawson will be provided as an independent whether in contract or tort, will be limited to actual direct contractor, and neither Party will be, or represent itself to be, the money damages in an amount not to exceed: (1) franchiser, franchisee, agent, legal representative or fiduciary of the theLicense fees paid by Customer to Lawson for the other Party. Products subject to the damage claim if Customer notifies 202 The Agreement may be amended only in writing signed by the Lawson of the claim within one year after the date of the Parties, except that Lawson may upon notice to Customer and earliest Order Form for those Products or (2) the most without Customers signature, amend an Order Form to eorect recent annual Maintenance fees paid by Customer to errors without increasing the License fees or Services rates. Lawson for the Products subject to the damage claim if 20.3 The Agreement contains the complete agreement with Customer Customer notifies Lawson of the claim more than one year 9 y products, software, maintenance or services after the date of the earliest Order Forrn for those Products concemin an sub ect to the dame a claim• provided by any Lawson Group company. The Agreement J g supersedes all purchase orders, prior agreements, representations, b) for the Services and Services Warrant wheth r y, a In statements, requests for proposal, proposals, negotiations, contract or tort, will be limited to actual direct money understandings and undertakings concerning any products, damages in an amount not to exceed the Services Fees software, maintenance, service, Service Deliverable or Limited paid by Customer to Lawson for the Services subject to the 1 Offering. damage claim during the one year period prior to Customer 20.4 The Agreement will commence into force on the date that Lawson notifying Lawson of the claim; and signs the Agreement and will continue in force until the Parties agree c) for any Limited Offering, whether in contract or tort, will be otherwise or the Agreement is terminated in writing in accordance limited to actual direct money damages in an amount not with the provisions of the Agreement. to exceed any fees paid by Customer to Lawson for that 20.5 Sections 1, 7.3, 9, 10, 11, 13, 14, 15, 17, 19, 20, 21 and 22, and the Limited Offering during the one year period prior to rovisions of the A reement concemin Customer notifying Lawson of the claim. p 9 g protection of Intellectual Property Rights, will survive any termination or expiration of the 15.3 The limitations of liability in Section 15 apply to Lawson Group Agreement. in the aggregate and are not additive among each Lawson Group company. 21. Governing Law and Dispute Resolution. ' 15.4 The Parties will each use reasonable efforts to mitigate their 21.1 The Agreement is governed by Minnesota law (without regard to damages. conflicts of laws principles). All of the terms of the Agreement shall 15.5 Section 15 describes the agreed allocation of risk. be enforceable to the full extent allowed by Minnesota law. If Minnesota law changes in any manner contrary to the express terms 16. Source Code Escrow. Unless an Order Form specifies delivery of of the Agreement, those changes will not govern the Agreement to source code fora Product, all Products will be provided in object the extent that those changes can be lawfully waived by contract. code only to the Specified Customer identified in an Order From. 212 Promptly after the written request of either Party, each of the Parties During the Maintenance Period, the Specified Customer identified will appoint a designated representative to meet promptly in person in an Order Form may elect to become a beneficiary under the or by telephone to attempt to resolve in good faith any dispute applicable Escrow Agreement between Lawson Group and its concerning Lawson's invoices, the Products, Maintenance, Services, escrow agent for the Lawson Products delivered by Lawson in a Limited Offering or the Agreement. If the designated object code only under that Order Form (excluding Third Party representatives do not resolve the dispute, then either Party may Products) by: (1) signing the applicable acceptance form provided request that an officer of Lawson and an officer of Customer meet by Lawson and (2) paying the escrow agent all initial and renewal promptly in person or by telephone to review and attempt to resolve escrow fees. The License and the Escrow Agreement govern any the dispute in good faith. Product source code provided to Customer under the Escrow 21 3 Unless prohibited by applicable law, Lawson and Customer each Agreement. waive their right to a trial by jury for any disputes between the 17. Assignment. Parties. 17.1 Customer may not assign the License or the Agreement, or transfer 21.4 No Iftigation, arbitration or other action relating to the Products, any rights or obligations under the Agreement. Maintenance, Services, Limned Offering, Lawson's invoices or the 17.2 If a Lawson Competitor acquires a controlling interest in the capital Agreement may be brought: (a) if the injured Party has not stock or assets of Customer or Customers successor, Lawson may participated or agreed to participate in the meetings described in elect to terminate the Agreement upon notice to Customer and Section 21.2 above or (b) if the cause of action has been known by shall have no refund obligations to Customer. the injured Party more than 2 years. 17.3 Lawson Group may transfer the right to receive payments under 21'5 Each Party will pay (without reimbursement) its own legal fees and the Agreement. expenses incurred in any dispute. 17.4 Lawson Group may transfer the Agreement in connection with a 21.6 The Parties must comply wfth this Section 21 for any dispute. merger, reorganization, sale or transfer of all or substantially all of 22. United States Government Restricted Rights. If the Products or the assets of Lawson Group or its applicable operating subsidiary Service Deliverables are acquired by or for the United States ("U.S.") or division. Government or by a U.S. Government prime contractor or 17.5 Any assignment or transfer in violation of this Section 17 is void. subcontractor (at any tier), then the U.S. Government's rights in the Products and Service Deliverables will be only as set forth in the 18. Publicity. Agreement. This Section 22 is in accordance with 48 CFR 227.7201 18.1 Efther Party may (in any presentations, press release, advertising through 227.7202-4 (for Department of Detense (DOD) acquisitions) or publicly-disseminated materials) refer to the other Party, to the and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions), and Products and Services acquired by Customer, or to background other applicable sections of the U.S. Code of Federal Regulations information, including, far example: Lawson competitors and then in effect. competing products considered by Customer, net value of the Agreement, and Customer business needs and reasons for (End of Lawson Software Customer selecting Lawson and the Products. Agreement Master Terms and Conditions) 18.2 Pricing and non-standard Lawson contract terms will remain confidential under Section 10 above. 19. Notices. 19.1 All notices required under the Agreement must be in writing and delivered electronically or by other method providing for proof of delivery, to the atterMion of the Party's president or managing director, at the address on the applicable Order Form (unless a different recipient or address has been designated by notice to the other Party). Customer Master T&C's - Nor[h America Page 6 of 6 Revised 2007 August 14 25A-8