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LawSOn Sehware Custom tr,4graymenl Ma$or TErmS and Conti hone
<br />8.2 Customers exclusive remedies for breach of the Services Warranty
<br />or a Services default are as follows:
<br />a) Lawson will m-perfonn those Services at no additional charge
<br />within the Cure Period; and
<br />b) if Lawson does not complete that m- pedormance within to
<br />Cure Period, Customer may recover direct damages, Including
<br />up to a refund of the Services Fees paid by Customer to
<br />Lawson for those Services not re- performed and timely cured,
<br />subject to the limitations described In Section 15 below. 11.2
<br />9. Laimu n's Reinstall
<br />9.1 Upon request, Customer will provide Lawson sufficient financial
<br />information to WMC Lawson to determine Customers
<br />creditworthiness. Lawson may withhold delivery of any Products or
<br />Services pending credit approval by Lawson.
<br />9,2 Lawson may suspend or terminate Maintenance and/or Services at
<br />any time If all Lawson Invoices, that am then due and payable, are
<br />not paid within 15 days after notice of late payment.
<br />9.3 Late payments will bear Interest at the lesser of 8% per annum or
<br />the maximum annual rate allowed by applicable law.
<br />9.4 Lawson may terminate the License, the Agreement or any Order
<br />Form If any undisputed invoices are not paid by Customer within 15
<br />days after notice of late payment or If Customer does not cure any
<br />other material breach of the Agreement within 90 days after notice
<br />of breach.
<br />9.5 Lawson may Immediately terminate the Agreement or portion of the
<br />Agreement to the extent that it becomes illegal for the Lawson
<br />Group to conduct business with Customer.
<br />9.6 Customer will promptly destroy or return to Lawson all Products
<br />and Service Deliverables If the License and the Agreement
<br />laminate as described in Sections 9 or 17.2 (Third Party Products
<br />must be returned to Lawson upon lemdnetion ofthe License).
<br />10. Confidential Information.
<br />101 'CorlgdenUY Information" means object code, source code and
<br />benchmark tests for the Products and Service Deliverables, Limned
<br />Offering software, pricing, non - standard Lawson contract terms,
<br />Customer financial Information, data and all other Information
<br />reasonably believed to be confidential, but excludes:
<br />a) Information made available to the general public without
<br />nostrimlon by the disclosing Party or by an aohodzed third
<br />party;
<br />b) Intonation known to the receiving Party independent of
<br />disclosures by the disclosing Party;
<br />c) information Independently developed by the receiving Party
<br />wheal access to or use of the disclosing Padya Confider"
<br />Information; or
<br />d) information that the Wall Party may be required to disclose
<br />pursuant to a valid and enforceable subpoena or other lawful
<br />Process. The receMng Partly will immediately nutty the
<br />disclosing Party of any obligations to disclose under this Section
<br />10.1(d) so that the disclosing Party can appear and protect its
<br />interests. Customers Confidential Information also excludes
<br />any new features or functionality suggested by Customer for the
<br />Products or Service Deliverables.
<br />10.2 The Parties soft use reasonable efforts to keep each others
<br />Confidential Information secret and will use that Information only to
<br />fulfill the rights and obligations under the Agreement,
<br />10.3 Efther Party may disclose in omfidence rte other Party's
<br />Confidential Information on a need4o -know basis to other persons,
<br />and the Party making that disclosure will be responsible for that
<br />person's compliance with the Agresrrem.
<br />10.4 The Parties will have the fight of injunctive mllef to maintain
<br />compliance with this Section 10 and prevent unauthorized
<br />disclosure, use or export of the Products, Service Deliverables,
<br />Limited Offerings or other Confidential Information.
<br />11.3
<br />11.4
<br />11.5
<br />11.6
<br />c) gives Lawson all available non - privileged Information reasonably
<br />requested by Lawson Maceming the suit orclalm;
<br />d) does not make any admissions that prejudice, or might prejudice
<br />the defense; and
<br />e) has used the Products In compliance with the Agreement,
<br />complies with this Section 11 and reasonably cooperates with
<br />Larson in the daNrrs (Lawson soft ralmblxse Cuslanlars
<br />ressonable call pocket costa of that requested cooperation).
<br />Customer may also retain legal counsel to participate in the oaten"
<br />of a claim under this Section 11. Lawson will reimburse Customer for
<br />the reasonable fees and expenses of Customers legal counsel only
<br />If Lawson falls to continue to retain legal counsel as required by this
<br />Section 11.
<br />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 />Us expense and to the extent commercially reasonable, modify or
<br />replace the applicable Products or Service Delivembles to be non-
<br />Infringing and with similar functionality, or obtain permission for
<br />Customer to continue using the Products and Service Delivembles
<br />under the License.
<br />Lawson will have no obligations or liability for any sun or claim of
<br />Insring a leM based on Customers use of a superseded or
<br />Customeranered Release of the Products or Service Deliverable to
<br />the extent that the obligation or Ilabiifty would have been avoided by
<br />the use of a then current Release of the Products or Service
<br />Deliverable which Lawson provides to Customer.
<br />If Lawson determines that the remedies in this Section 11 are not
<br />commercially and reasonably possible and a court orders or is
<br />reasonably likely to order Lawson to terminate the Agreement to the
<br />extent it mistes to the Infringing Product or Service Deliverable:
<br />a) Larsal will pay Customer, u Cu oases Baia sari exclusive
<br />remedy against Lawson (other than Indemnification by Lawson
<br />under this Section 11) an amount equal to the License fee paid
<br />under the Agreement for the infringing Product and Service
<br />Deliverable and any Other Pmduct(s) and Service Delivemble(s)
<br />that become substantially unusable because of the Infringement
<br />leas the cumulat as depreciation of those Produce and Service
<br />Deliverables based an a Six (6) year straight line depreaclation
<br />commencing care (1) year after the initial date of the License for
<br />those Products and Service Deliverables; and
<br />b) Customer will cease to use and will return to Lawson such
<br />Product(s) and Service Denverable(s).
<br />Customer will reasonably cooperate with Lawson to mitigate
<br />Infringement damages.
<br />12. Insurance, While Lawson is rendering any omits Maintenance or
<br />Services, Lawson will maintain comprehensive general liability
<br />Insurance for bodily injury and damage to tangible property, with
<br />coverage of at least $1,000,000 USD per occurrence, with a general
<br />aggregate limit ofat least $2,000,000 USD.
<br />13.
<br />14.
<br />14.1
<br />11. Infringement Indemnity and Remedies.
<br />11.1 Lawson will, at its expense, retain legal counsel and defend any 142
<br />suit or claim brought against Customer and will indemnity
<br />Customer against any third party damage claims that the Products 15
<br />or Service Delivembles as licensed and delivered by Lawson
<br />infringe any third party's Intellectual Property Rights, only it 15.1
<br />Customer
<br />a) promptly notifies Lawson after Customer learns of the suit or
<br />claim, and no delay by Customer In providing that notice
<br />materially prejudices the rights of Lawson;
<br />b) gives Lawson authority to defend or salts the suit or claim
<br />(provided that Lawson does not agree to any sedienlent that 15.2
<br />materially prejudices Custorl
<br />Cusromer Master TSCI — Nunn An,,% +
<br />Revised 2007 Hngust 14
<br />25D -7
<br />No Hire of Certain Lawson Employees. Customer agrees that until
<br />one year after the later of (a) the lamination of the Maintenance
<br />Period or (b) the completion of Services, Customer will not hire,
<br />employ, retain (directly or Indirectly), or contract for services directly
<br />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 />been invoiced to Customer, without receiving prior written consent
<br />from Lawson. If Customer violates this Section 13, Customer agrees
<br />to pay to Lawson as liquidated damages a fee of 100% of such
<br />Lawson employee's annual compensation in effect at the time of
<br />such employee's severance of employment with Lawson, as
<br />evidenced by copy of such employee's most recent payroll record.
<br />Force Majeure.
<br />Neither Party will be in default of its obligations under the Agreement
<br />or liable to the other for any noncompliance arising from causes
<br />beyond the reasonable control of the Party, Including, wnhoul
<br />Iimrtation, fires, goods, natural disasters, communication failures and
<br />other equipment or telecommunication problems.
<br />Each Party will use reasonable efforts to resolve promptly any type
<br />of fame majeure event described In Section 14.1.
<br />Limitations of Liability.
<br />In no event will Lawson, Lawson Group, Third Parties or
<br />Customer be liable for Indirect. Incidental, punitive, exemplary,
<br />special or consequential damages, or damages for loss of
<br />profile, revenue, data or use, Incurred by either Party, whether
<br />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 />for such damages.
<br />Other than indemnification by Lawson for third party claims
<br />under Section 11 above or bodily Injury or direct damage to real
<br />P,e5ei
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