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Customer Master T &C's -No qtt Amenef Paye 2 of C
<br />Revised 2007A ugust 14
<br />25D -4
<br />Lawson Software Costumer Agreement Master Torras and Conditions
<br />The following
<br />Lawson Master Terms and Conditions supplement and govern
<br />1,23
<br />'Nor ProdrWa' owns new smware and doamantaflon that
<br />each Order Fenn, Statement of Work and other written agreement entered
<br />Lawson Group elects to make generally available to customers
<br />Into at
<br />any time by Customer and any Lawson Group company at any time on
<br />separate from other products and which contain new application
<br />or after the effective date of these Lawson Master Terms and Conditions:
<br />software or technology,
<br />I .
<br />Definitions. The following defined terms are In addition to the
<br />1.24
<br />"Omhr Font roans a Product Order Fom (- POP"), a Services
<br />definitions contained In each applicable Order Form or Statement
<br />Order Form (7SOF'), Statement of Work or other order form entered
<br />of Work:
<br />Into by Lawson and the applicable Specified Customer at any time
<br />1.1
<br />"Agroonurt' n "Lawson Software Customer Agreement" means
<br />and retardng to these Lawson Master Terms and Conditions. Each
<br />Order Farm pertains only to the Specified Customer Identified in that
<br />these Lawson Software Customer Agreement Master Terms and
<br />Order Farm.
<br />Conditions and each Order Form, Statement of Work and other
<br />written agreement entered into by Customer and any Lawson
<br />125
<br />'Party maam Lrmon or Cuslonur, and 'Parties' means Lawson
<br />Group company at any time In the future and which refers to these
<br />and Customer.
<br />Lawson Master Terms and Conditions.
<br />1.26
<br />'Product trans the Sohmser and Documentation.
<br />1.2
<br />'Cure Pedod' means the period of time after notice from Customx,
<br />1.27
<br />'Product Worroay in opened for Section 7.1 below.
<br />reasonably required for Lawson to cure a breach in accordance
<br />with Laments then current standard Maintenance or Services
<br />128
<br />'Reieu Mn e' momma the * of a Lawson- Mainlined Product after it
<br />Practices.
<br />has been made generally available by Lawson.
<br />1,3
<br />'Cuatomer collectively means the customer entity that has signed
<br />129
<br />"$xNo moons hearing' Implemntatim, coneuNrig, Service
<br />theft Lawson Master Terms end Conditions and each Spsgned
<br />Delivembles, subscription or other services provided by Lawson
<br />under the Agreement, excluding Maintenance and any Limited
<br />Customer (If different) Identified in each respective Order Form or
<br />Offering (unless otherwise slated In an Order Form).
<br />1.4
<br />Statement of Work.
<br />'DOamerdalion" moons al help screens, or other docxmMatin
<br />c ne
<br />1.30
<br />" Servics Delves' moans any tool, luring materials x other non -
<br />Product Rem described in the applicable Order Form or Statement of
<br />describing the operation of the Software described Order
<br />Form, which are delivered (in printed or electronic (am) with the
<br />Wok u • 'SeMw Dt far la the Specified
<br />Software by Lawson or a Third Party, any subsequent updates and
<br />Order Form Staten
<br />Customer identified In that Order Form or Statement of Work.
<br />new Releases of that documentation provided to the Specified
<br />1.31
<br />"Services Womanly is defined in$actlon 7.2 below.
<br />Customer listed In that Order Form by Lawson under Maintenance
<br />1.32
<br />'Safiwafe' means 11% Software and manta described In a POP (In
<br />or by a Third Party, and any copies of that documentation.
<br />source code and /or object code as specified In a POF), any repairs,
<br />Documentation excludes all advertising, marketing materials,
<br />replacements, upgrades, updates, enhancements and crew Releases
<br />requests for proposal, proposals, demonstration materiels and
<br />provided by Lawson to Customer under applicable Maintenance for
<br />other promo0onal Information.
<br />that same Software or provided by a Third Party to Customer, and
<br />1.5
<br />"Escrow Agreement" means the separate escrow, agreement, if
<br />any copies of that code, excluding any Limllod Offering software that
<br />any, entered into by the escrow agent appointed by Lawson.
<br />is IMed in n Order Font as not being a - Product:
<br />1.6
<br />"Extended Malnlnarim' is defined in Section 4.2(b) below.
<br />1.33
<br />'Specified Cusucrur moons the customer identified In an Order
<br />1.7
<br />"Initial Maintenance Period" moons the Initial period of Maintnance
<br />Form or Statement of Work and which Is ether (a) the same
<br />specified In an applicable Order Form.
<br />customer entity that signed these Lawson Master Terms and
<br />Conditions or (b) a customer which Is affiliated with the customer
<br />1.8
<br />"IMeledual Property RAMS' means el copyrights, patent rights,
<br />entity that signed these Lawson Master Tens and Conditions.
<br />confidentiality rights, lretle secret rights and trademark rights now
<br />known or created In the future.
<br />1.34
<br />"Statement of Work' or'SOW means ore portion of the Agm~
<br />that describes the Services to be performed by Lawson for the
<br />1.9
<br />"Lawson' moons each mpagw Lawson Group company that has
<br />Specified Customer Identified in that Statement of Work and that
<br />entered Into the Agreement with Customer,
<br />describes one or more of f the following: the main responsibilities of
<br />110
<br />"Leman Cornpothor means a developer, licensor or provider of
<br />the parties, estimated time schedule for completion of project, project
<br />software or services that directly competes with the then current
<br />scope and organimlion, change order process, and other project
<br />Products or Services provided by Lawson Group.
<br />requirements.
<br />111
<br />"Lawson Documentation' moons the Documentation for the
<br />1.35
<br />'Support OPxMlxu Handbook' means the Lawson- prepared
<br />Lawson Products.
<br />document that describes the respective types and levels of
<br />1.12
<br />'Lawson Group" means Lwsm Software, Inc. and each of he
<br />maintenance and support available for purchase by the applicable
<br />Specified
<br />Specified Customer for the Lawson- Malmoned Products, as
<br />direct and Indirect subsidiaries,
<br />by Lawson from time to time.
<br />1.13
<br />"Leman Partner tens each 6" that is then currently
<br />1.36
<br />"faxes' morns my vWle- added, sales, use, excise, gouda and
<br />appointed as a'Lawan Partner by any Lwsm Group company.
<br />services, withholding taxes, duties or other taxes, Interest and
<br />1.14
<br />" Lwson- Maintained Products' moons the nmodfied Products or
<br />penalties that are levied or assessed by a governmental authority
<br />Limited Offering that am specified as "LMP" in an applicable Order
<br />because of the Agreement, excluding: (a) taxes for which Customer
<br />Form while eligible for Maintenance under Section 4 below.
<br />provides Lawson a valid tax exemption or resale certificate, (b) taxes
<br />1.15
<br />"Loran Product' moons each Product described in an Order
<br />based on Lamm Group's net Income and (c) Interest and penalties
<br />Form, excluding Third Party Products.
<br />caused by Lawson Group and not Customer.
<br />1.16
<br />"License" is deflrud in Section 2 below.
<br />1.37
<br />"Third Poly nuam Bic applicable owner or supplier of a Third Party
<br />Product
<br />1.17
<br />"License Tam- moots • perpetual period of time, unless a shorter
<br />term is specified in the applicable Order Form or the License is
<br />1.38
<br />'rhi Party Product' mom eah Product owned by a third party
<br />terminated pursuant to the Agreement.
<br />and designaled u a separate "Third Party Product In a POP and
<br />1.18
<br />'Limited Offering' means allware, maintenance and /or services
<br />delivered to the applicable Specified Customer under the
<br />Agreement, excluding third party Products that are designated In that
<br />that are designated es 'LO' in an Order Fom. An Order Fan may
<br />Y
<br />as Bmmedetl or Included with a Product that is proprietary to
<br />y to
<br />exclude a Limited Offering from the definition of a Product,
<br />Le
<br />Lawson.
<br />Maintenance snorer Service under the A9reemeM.
<br />1.39
<br />"User means employes of the applicable Specified Customer or
<br />1.19
<br />"Mainelrexn MalMenanco' la defied In Section 4.2(a) below.
<br />other natural persons who are authorind by that Specified Customer
<br />1.20
<br />"Maintanarrce' mans the mainlenarrm and UPI services
<br />to use the Products, Services Deliverables and Limited Offerings for
<br />described in Section 4 below and In the then current Support
<br />the internal business of that Specified Customer, subject to the
<br />Operations Handbook and purchased for the Lawson- Maimalned
<br />Agreement
<br />Products listed In an Order Form by the Specified Customer listed
<br />In that Order Farm, excluding any Limited Offering maintenance or
<br />2
<br />License Granted. Subject to the Agreement, when a Lawson Group
<br />support that is Isud in an Order corns m not being - MaiMmenae.-
<br />company and a Specified Customer sign an Order Form, that
<br />1.21
<br />-Mainlnoroo Psfbd' rmns: (a) the Initial Maintenance Period or
<br />Lawson Group company hereby germs to only the Specified
<br />Customer Identified In that Order Form, throughout the License
<br />(b) any renewal period of Maintenance under Section 5 below or
<br />Term, a nontransfe abae and non - exclusive license to that Specified
<br />under the applicable Order Fortin.
<br />Customer to use and allow that Specified Customers Users to use
<br />1.22
<br />'Maimium Use Designations" mans the user ImBallon defined
<br />the respective Products, Service Deliverables; and Limited Offerings
<br />and shown In the Order Form applicable to the Products, Services
<br />Identified in that Order Form for up to the Maximum Use
<br />or Service Deliverables.
<br />Designations Identified in that Order Form and only for the internal
<br />business of that Specified Customer ('Lawn').
<br />Customer Master T &C's -No qtt Amenef Paye 2 of C
<br />Revised 2007A ugust 14
<br />25D -4
<br />
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