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

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Infor owns and will own all right, title and interest to the Services and any work product generated from the Services ( "Work Product'), and Licensee will execute and deliver to Infor any documents reasonably necessary to vest in Infor all right, title and interest therein. Subject to the terms and conditions of this Work Order, Infer grants Licensee a perpetual, non-exclusive, non - transferable license (without the right to sublease or sublicense) to use and copy for use the Work Product for Licensee's own, internal computing operations, This Work Order will be governed by and construed under the laws of the State of California, as applicable to agreements executed and wholly performed therein, but without regard to the choice of law provisions thereof. Licensee may not assign or transfer any of its rights or obligations under this Work Order, whether by law or otherwise, and any attempt at such assignment will be void without the prior written consent of Infor. A party's failure to enforce its rights with respect to any single or continuing breach of this Work Order will not act as a waiver of the right of that party to later enforce any such rights or to enforce any other or any subsequent breach. Infor will provide all Services as an independent contractor, and no employment or other relationship arises between the parties as a result of the execution of this Work Order, This Work Order contains the entire understanding of the parties with respect to its subject matter, and supersedes and extinguishes all prior oral and written communications between the parties about its subject matter. Any purchase order or similar document, which may be issued by Licensee in connection with this Work Order, does not modify this Work Order. No modification of this Work Order will be effective unless It Is in writing, Is signed by each party, and expressly provides that it amends this Work Order. This Work Order and any signed related document, to the extent signed and delivered by means of digital imaging, electronic mail or a facsimile machine, shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. This Work Order may be signed in counterparts. THE PARTIES have executed this Work Order through the signatures of their respective authorized representatives. Licensee Billing Address City of Santa Ana Attn: Information Services Applications Manager 20 Civic Center Plaza, M(S M42 Santa Ana, CA 92601 LICENSEE: Cit anta An Signature: Printed Name: David Cavazos Title: Ci�Manaoer Address: 20 Civic Center Plaza Address: Santa Age, CA 92701 Signature Date: ATT€S� Maria Huizar Clerk of the Council i I M RECOMMENDED FOR AP OVAL: Francisco Gutierrez Executive Director, Finance & Management Services Agency APPROVED AS TO FORM: T�f- Sonia R. Carvalho City Attorney infor SeMcee Work OMer Shed Form Agreement (US Nov 2012) Page 3 of 4