|
25D -5
<br />Lawson 50,irru Custornni Agreement Mmerar Tenha aria Conditions
<br />2.1
<br />Installation and Use.
<br />2.5
<br />Restrictions.
<br />2.1.1
<br />Unless otherwise authorized by Lawson In writing, only the
<br />2.5.1
<br />The Specified Customer Identified in an Order Form may not
<br />applicable Specified Customer, Lawson Group or a Lawson Partner
<br />transfer, rent, lease, redistribute or re- license the Products or
<br />retained by that Specified Customer, may Install or host the
<br />Service Deliverables or use the Products or Service Deliverables
<br />Products, upgrades, enhancements and new Releases of the
<br />listed in that Order Form to provide data processing, outsourdng,
<br />Products, Service Deliverables and Specified Customer
<br />service bureau, hosting services or (mining to third parties. Customer
<br />modifications of the Lawson Products and Service Deliverebles
<br />will not disassemble, decompile, decode or reverse engineer the
<br />listed In the Order Forte identifying that Specified Customer.
<br />Software, except as expressly permitted by applicable law.
<br />2.1.2
<br />The Specified Customer Identified in an Order Form or Statement
<br />2.52
<br />Only employees of Customer may attend Lawson Gaining.
<br />of Work may use the Products and Services Deliverables listed in
<br />2,5,3
<br />Customer shell not directly or indirectly export the Products or
<br />that Order Form or Statement of Work only in accordance with the
<br />Service Deliverebles from the country of Initial delivery by Lawson
<br />Documentation.
<br />without the prior written authorization of Lawson and compliance with
<br />2.1.3
<br />Customer must obtain applicable Third Party approval before
<br />applicable laws and regulations.
<br />granting a Lawson Partner or third party permission to Install, use
<br />2 5.4
<br />The restrictions In the Agreement concerning the use, confidentiality
<br />o heat Third Party Products on that Lnvnnn Partners or third
<br />and export of the Products and Service Deliverables extend to any
<br />party's hardwars platform.
<br />updates, upgrades, enhancements, Releases, or support materials
<br />2.1.4
<br />The License doss not allow a Specified Customer in
<br />related to the Products or Service Delverebles, and provided by
<br />Oder Form to use source erode unless the source code has been
<br />code a been
<br />Lawson or Its Third Parties.
<br />delivered to that Specified Customer under either (a) that Order
<br />2.5.5
<br />Customer shall comply with applicable laws when using any
<br />Form or (b) a separate Escrow Agreement entered Into by that
<br />Products, Services, Service Deliverables or Limited Offerings.
<br />Specified Customer. The applicable License governs the use of
<br />any source code. The Escrow Agreement governs the use of any
<br />2.5.6
<br />Each Specified Customer is responsible for compliance with the
<br />source code delivered under that Eacrow Agreement.
<br />Agreement by each of its Users.
<br />2.2
<br />Software and Documentation Copies.
<br />2.6
<br />Country Versions. The Produces licensed to the Specified
<br />2.2.1
<br />The Specifietl Customer identified in an Older Form may copy the
<br />Customer identified In an Order Form are the country version of the
<br />Software limed in that Order Form only for backup and archival
<br />Produces only for the country(s) listed in that Order Pon, That
<br />purposes.
<br />Specified Customer may, upon written request and payment of the
<br />2.2.2
<br />During the Maintenance Period and upon request and for a nominal
<br />applicable fees, license other than - currently available country
<br />versions of the Products under the then current terms and
<br />handling charge, Lawson will provide additional copies of the
<br />o Lawson is rot to develop software to
<br />Lawson Products listed in an Order Form (subject to the Maximum
<br />y r
<br />meet any requirements of any country orJudsdletion.
<br />meet any coup rjums is
<br />Use Designations shown in that Order Form) to the Specified
<br />Customer Identified In that Order Farm.
<br />2.7
<br />Verifications.
<br />2.2.3
<br />Customer may copy the Lawson Documentation and Service
<br />2.7.1
<br />If requested by Lawson. Customer will Inform Lawson each calendar
<br />year of the countries where the licensed Products ere located and
<br />Deliverables only for use with the applicable Software under the
<br />used.
<br />License.
<br />2.2.4
<br />Customer may not copy Documentation for Third Party Products
<br />2'7'2
<br />The Maximum Use Designations for each Product licensed under the
<br />unless permitted by the applicable Third Party.
<br />Agreement are am out In the applicable Order Form
<br />2.2.5
<br />Customer mum retain and Include on each copy of the Products
<br />2'7'3
<br />Customer acknowledges that some Products may contain software
<br />that will monitor the actual users and prohibft unauthorized use ofthe
<br />and Service Deliverables, all titles, trademarks, and copyright and
<br />Software.
<br />restricted rights notices and Customer will document the number of
<br />copies.
<br />2.7.4
<br />After reasonable notice and request (and no more than once per
<br />2.3
<br />Third Party Produces Sublicensed by Lawson.
<br />calendar year): (a) the Specified Customer Identified in an Order
<br />2.31
<br />Third Party Products subloensed by Lawson may be used only
<br />Form will provide Lawson a verification of that Specified Customers
<br />compliance with the Maximum Use Designations listed In that Order
<br />with the Products and the operating system /tlalabese shown in the
<br />Form and (b) Lawson, its Third Parties or their representatives may
<br />applicable Order Form.
<br />Inspect the location where the Products listed in that Order Form are
<br />2.3.2
<br />Customer is responsible for licensing and paying for additional third
<br />installed to verify compliance with the Agreement, provided the
<br />party products that may be required for use of upgrades,
<br />Inspection is during normal business hours, complies with that
<br />enhancements or new Releases of the Lawson - Maintained
<br />Specified Customers confidentiality and security policies, and does
<br />Products.
<br />not unreasonably interfere with that Specified Customers bush l
<br />2.3.3
<br />It the reseller agreement terminates between Lawson and a Third
<br />2.7.5
<br />The Specified Customer will promptly: (a) notify Lawson K K
<br />Party for any Third Party Products listed in an Order Fan: (a) the
<br />becomes aware that K has exceeded the Maximum Use
<br />Specified Customer Identified in that Order Fan may continua to
<br />Designations listed In an Order Form for that Specified Customer
<br />use those Third Party Products under the License for the License
<br />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
<br />Maximum Use Designations plus applicable Taxes,
<br />beneficiary to the Agreement and may enforce Its rights under the
<br />217.6
<br />If Lawson teams that the Specified Customer has exceeded the
<br />Agreement as the licensor of the applicable Third Party Product
<br />Maximum Use Designations limed In an Order Form for that
<br />sublicensed by Lawson to that Specified Customer.
<br />Specified Customer, and that customer has not previously paid
<br />24
<br />Modifications and Ownership.
<br />Lawson for that overage under Section 2,7.5 above, after notice from
<br />2.4.1
<br />Customer may mollify the Lawson Products and Service
<br />Lawson that Specified Customer will promptly pay Lawson: (a) the
<br />Deliverables only to the extant pertained under an Order Form or
<br />then current list price for those additional Maximum Use
<br />described in the Documentation for those Products. The Lawson
<br />Designations plus a 25% surcharge of that amount, plus applicable
<br />Products listed In an Order Form may be used by the Specified
<br />Taxes and (b) the reasonable costs of conducting the verification
<br />Customer Identified in that Order Pam or by Lawson Partners
<br />under Section 2.7.4 If the Maximum Use Designations were
<br />retained by that Specified Customer to develop and use (for only
<br />exceeded by more then 5%.
<br />the Internal business of that Specified Customer) Software
<br />2,7,7
<br />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
<br />because the number of actual users Is less than the Maximum Use
<br />continue to own all Intellectual Property Rights for the Products,
<br />Designations,
<br />Services, Service Deliverables and any modifications of the
<br />respective Products or Service Deliverables. Unless authorized by
<br />3.
<br />Delivery and Installation.
<br />separate agreement, Customer will not modify Third Party
<br />Products.
<br />3.1
<br />Lawson will promptly deliver to the Specified Customer Identified in
<br />an Order Farm one copy of the Products listed In that Order Porte,
<br />2.4.2
<br />The Agreement and Customer will act restrict Lawson Group's or
<br />Title to any delivered goads passes at place of shipment (subject to
<br />its Third Parties' Independent development, use or licensing of any
<br />the Llconsa), unless prohibited by applicable law,
<br />type of saftware,
<br />3.2
<br />Except as otherwise agreed In an Order Form, Customer Is
<br />2.43
<br />If an Order Form lists a Product for development and lest use only,
<br />responsible, at Cwlcmera expanse, fair installation of the Software
<br />the Specified Customer Identified In that Order Forth may use that
<br />and Service Deliverables, User training, data conversion,
<br />Product for development and testing but not for production (unless
<br />implemematlon and other services.
<br />that Specified Customer has licensed that Product separately for
<br />production use).
<br />4.
<br />Maintenance.
<br />4.1
<br />During the Maintenance Period, Lawson will directly or Indirectly
<br />Provide to the Specified Customer Identified In an Order Form
<br />Customer
<br />Master T &Cs — North Amm..ca
<br />Page 3 or 5
<br />Revised
<br />2007 Augu a 14
<br />25D -5
<br />
|