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

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DocuSign Envelope ID: EF382D42- 6B8E- 466D- B55C- OA58B3E308AE 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 then 50 miles from Licensee location. Travel time to and from Licensee's site will be billed at $0 /hour. After hours and weekend or holiday work are based on availability and require pre - approval from Infer. "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 8:00 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 Ye day (4 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 02701 Santa Ana, CA 02703 PAYMENT Infer will invoice Licensee for all services and applicable charges on monthly basis, as Infer renders the services or Licensee Incurs the charges, as applicable. Licensee is responsible for paying all applicable taxes. Licensee will pay each Infer 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 Confidential 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. "Disclose t' means the party providing Confidential Information to the Recipient. "Reci fen ' means the party receiving Confidential Information from the Discloser. "Confidential 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 informatlon that (I) Is or becomes known to the public without fault or breach of the Recipient; (it) the Discloser regularly discloses to third parties without restriction on disclosure; (fit) 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 falls 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, Infer 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 tens of this Work Order. All obligations relating to non -use and non - disclosure of Confidential Information, limitation of liability, and such other tames which by their nature survive termination, will survive termination of this Work Order. WARRANTY; LIMITATION OF LIABILITY Infer will render the Services with reasonable care and skill and will re- 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 ANWOR 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 WORKORDER. MISCELLANEOUS 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, Infor 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, inlemal 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 bylaw or othenvise, and any attempt at such assignment will be void without the prior written consent of Infer, 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 volt be effective unless it is In writing, Is signed by each party, and expressly provides that it amends Infor See vices Week Order abort Foon Agreement JUG Nov 2012) Page 2 of 4