INFOR (US) INC. (FORMERLY LAWSON SOFTWARE) 2I

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°AII amounts are in US Dollars unless otherwise specified Estimated time and costs listed in this Work Order represent an estimate only. Actual project time and cost may vary from the estimates provided. Where a substantial variation from this Work Order is foreseen, both parties must agree in writing to the additional work and amend this Work Order accordingly. All Services are provided on a time and materials basis and are billed monthly. Billing and payment are not dependent or conditioned on delivery of deliverables contemplated herein or any other deliverables. Travel and living expenses are not included in the rates or estimated fees stated herein. Such travel and living expenses are in addition to such fees. Reasonable travel and living expenses will be billed for infer resources who reside further than 50 miles from Licensee location. Travel time to and from Licensee's site will be billed at $0 11hour. After hours and weekend or holiday work are based on availability and require pre - approval from Infor. "After hours work" is defined as services performed between 8:00 p.m. and 6:00 a.m. "Weekend work" is defined as services performed between 5:00 p.m. Friday and 6:00 a.m. Monday. LOCATIONS Services may be provided at the facilities of Infer or its contractors, or at the Licensee sites listed below. A minimum of % day (A hours) will be charged for all work at the Licensee's facilities. Remote services provided via phone, facsimile or remote access to Licensee's site will be charged at the standard hourly rate. Licensee Site Addresses City of Santa Ana City of Santa Ana City Hall Corporate Yard 20 Civic Center Plaza 220 S. Daisy Ave. Santa Ana, CA 92701 Santa Ana, CA 92703 PAYMENT Infer will Invoice Licensee for all services and applicable charges on a monthly basis, as Infor renders the services or Licensee incurs the charges, as applicable. Licensee is responsible for paying all applicable taxes. Licensee will pay each Infor invoice within thirty (30) days of the date of invoice. CONFIDENTIALITY The Recipient will not disclose to any third party, or make any use of the Discloser's Confidential Information except as may be required by the California Public Records Act or any other applicable laws. The Recipient will use at least the same standard of care to maintain the confidentiality of the Discloser's Confidential Information that it uses to maintain the confidentiality of its own Confidential Information, but in no event less than reasonable care. The non - disclosure and non -use obligations hereunder will remain in full force with respect to each item of Confldential Information for a period of ten (10) years after Recipient's receipt of that item. However, Licensee's obligations to maintain software as confidential will survive In perpetuity. "Discloser" means the party providing Confidential Information to the Recipient. "Recipitin ' means the party receiving Confidential Information from the Discloser. °Confidenttlal Information" means non - public information of a party to this Agreement that Is Identified as or would be reasonably understood to be confidential and /or proprietary. Confidential Information does not include information that: (1) is or becomes known to the public without fault or breach of the Recipient; (11) the Discloser regularly discloses to third parties without restriction on disclosure; (iii) the Recipient obtains from a third party without restriction on disclosure and without breach of a non- disclosure obligation; or (iv) is independently developed by the Recipient without access to Confidential Information. TERM AND TERMINATION If either party materially breaches any obligation in this Work Order, and fails to remedy such breach within thirty (30) days of receipt of written notice of such breach, the other party may terminate this Work Order. Upon termination of this Work Order by either party, Infor will discontinue the provision of all Services and Licensee will promptly pay Infor for all Services rendered through the effective date of such termination. Termination of this Work Order will not release either party from making payments which may be owing to the other party under the terms of this Work Order. All obligations relating to non -use and nondisclosure of Confidential Information, limitation of liability, and such other terms which by their nature survive termination, will survive termination of this Work Order. WARRANTY; LIMITATION OF LIABILITY Infor will render the Services with reasonable care and skill and will m- perform any portion of the Services that Licensee reasonably demonstrates, within sixty days of the provision of such Services, have not been provided with reasonable care and skill. INFOR MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO THE SERVICES AND /OR ANY OTHER MATTER RELATING TO THIS WORK ORDER. INFOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, INFOR WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOST PROFITS), EVEN IF INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE. IN NO EVENT WILL INFOR'S LIABILITY IN CONNECTION WITH THE SERVICES OR ANY OTHER MATTERS HEREUNDER EXCEED THE AMOUNTS THAT LICENSEE ACTUALLY PAID TO INFOR FOR THE SERVICES PURSUANT TO THIS WORK ORDER. MISCELLANEOUS Infor Sarvicea We& Order short F.. Agreonu nt (US N., 2012) Page 2 d4