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LAWSON SOFTWARE CUSTOMER AGREEMENT
MASTER TERMS AND CONDITIONS

Agreement No: 00004347.0

Customer Name: City of Nashua
Address: 225 Main St.

City: Nashua

State/Zip or Province/Postal Code: New Hampshire 03060
Country: United States

These Lawson Software Customer Agreement Master Terms and Conditions (‘Master Terns and Conditions") are eniered
inta by each respective Lawson Group company named below and in each Order Form, and the customer entity named
above and in each Order Form. These Master Terms and Conditions are effective as of the latest date signed below afier all
Parties have signed.

The entire Lawson Software Customer Agreement includes these Master Terms and Conditions, and each Order Form,
Statement of Work and other written agreement entered into by Customer and any Lawson Group company at any time and
which refers to these Master Terms and Conditions (collectively, the “Agreement’},

The Agreement contains the complete agreement with Customer concerning any products, software, maintenance or servic-
€s provided by any Lawson Group company, and supersedes all purchase orders, presentations, demonstrations, requesis
for proposal and proposals.

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Cusiomer Agreement TAC Norin Amerca
Revised Seplerime: 18 2008
Las! Update Ociebe °5 2008

Lawson Software Customer Acreement Master Terms end Conditions

The following Master Terms and Conditions supplement and govern
each Order Form, Statement of Work and other written agreement en-
tered into by Customer and any Lawson Group company at any time:

4.

1.1

1.2

7.3

1.4

1.6
1.6

VF

1.8

1.22

1.27

Definitions. The foflowing defined terms are in addition to the
definitions contained in each applicable Order Farm or SOW:
“Agreement” or “Lawson Software Customer Agreement"
means these Master Terms and Conditions and each Order
Form.

“Cure Period” means the time after notice from Customer, rea-
sonably required for Lawson to cure a breach under Lawson's
then current Maintenance or Services practices.

“Customer” means the customer entity that has signed these
Master Terms and Conditions and each Order Form,
“Documentation” means all help screens or other electronic or
printed material describing the operation of the Software and
made available by Lawson or a Third Party Supplier, Docu-
mentation excludes all marketing materials, proposals, demon-
strations and other promotional information.

“Escrow Agreement” means the separate escrow agreement, if
any, entered into by the escrow agent appointed by Lawson.
“Initial Maintenance Period” means the initial period of Main-
tenance specified in an applicable Order Form.

“Intellectual Property Rights” means all copyrights, patent
rights, confidentiality rights, trade secret tights anc trademark
rights.

“Lawson” means each respective Lawson Group company that
has entered into the Agreement with Customer.

Lawson Documentation" means the Documentation for the
Lawson Products.

“Lawson Group" means Lawson Software, Inc. and each of its
direct and indirect subsidiaries.

“Lawson Pariner’ means each entity that is then currently ap-
pointed as a “Lawson Partner’ by Lawson Group.
“Lawson-Maintained Products” means the unmodified Products
denoted "LMP" in an Order Form while eligible for Mainten-
ance.

“Lawson Product’ means each Product described in an Order
Form, excluding Third Pariy Products.

“License” means the rights granted in Section 2.

“License Term” means perpetual, unless a shorter term is spe-
cified in the applicable Order Form or the License is terminated
Pursuant to the Agreement.

“Limited Offering” means software, maintenance and/or servic-
és that are designated as “LO” in an Order Form.
“Maintenance” means the jevel of maintenance and support
services described in an Order Form and in the Support Op-
erations Handbook, and purchased by Customer for the Law-
sorn-Maintained Products listed in that Order Form.
“Maintenance Period” means: (a) the Initial Maintenance Pe-
riod of (b) any renewal period of Maintenance under Section 4
or under the applicable Order Form,

“Maintenance Warranty” is defined in Section 6.2.

“Maximum Use Designations" means the License and user
limitation defined and shown in the applicable Order Form.
“New Products” means new software and documentation that
Lawson Group elects to make generally avaitable to customers
separate from other products and which contain new applica-
tion software or technology.

Order Form” means a Product Order Form (“POF”), a Services
Order Form (“SOF"}, Statement of Werk (“SOW") or other or-
der form signed by Lawson and Customer and referring to
these Master Terms and Conditions,

“Party” or “Parties” means Lawson and/or Customer,

“Products” means the Software and Documentation.

“Product Warranty” is defined in Section 6.1.

“Release” means the edition of a Lawson-Maintained Product
after it has been designated as a release and made generally
available by Lawson.

“Service” means training, implementation, consulting, Service
Deliverables, subscription, managed service, hosting or other
services provided by Lawson, excluding Maintenance,

Customer Agreement TAC North Amenca
Revised Saptember 18, 2008
Last Update October 15. 2008

4.28

1.29
4.30

4.34

1.32

Los

1.94
1.35
1.36

2.2

2.3
2.3.1

2.3.2
2.3.3

2.3.4

“Service Deliverable” means any tool, training materials or
other non-Produst item described in an Order Form or State.
ment of Work for delivery to Customer.

“Services Warranty’ is defined in Section 6.3.

“Software” means the software code and media described in a
POF, and any repairs, replacements, upgrades, updates, en-
hancements and new Releases provided by Lawson or a Third
Party Supplier under applicable Maintenance, and any copies.
“Statement of Work" or “SOW' means the portion of the
Agreement that describes the Services by Lawson and the
main responsibilities of the Parties, estimated time schedule for
compietion of a project, project scope and organization,
change order process and other project requirements.

“Support Operations Handbook" means Lawson's then current
document describing the levels of Maintenance available for
purchase by Customer under a Product Order Form.

“Taxes” means any value-added, sales, use, excise, goods
and services, withholding taxes, duties or other taxes, interest
and penalties that are assessed by a governmental authority
because of the Agreement, excluding taxes for which Custom-
er provides Lawsen a vatid tax exemption certificate.

“Third Party Supplier’ means the owner or supplier of a Third
Party Product.

“Third Party Product” means each Product designated as a
“Third Party Product” (or with a similar Gesignation} in a POF.
“Users” means the natural persons authorized by Customer to
usé the Products, Services Deliverables and Limited Offerings
within the scope of the License, and who each have an ID (pro-
file} and password.

License Granted, Subject fo the Agreement, when a Lawson
Group company and Customer sign an Order Form, that Law-
son Group company hereby grants to Customer, throughout
ihe License Term, a@ non-transferable and non-exclusive li-
censée to Customer to use and allow its Users to use the re
spective Products, Service Deliverables and Limited Offerings
identified in that Order Form for up to the Maximum Use De
signations identified in that Order Form and only for the internal
business of Customer and its wholly owned subsidiaries.
Software and Documentation Copies.

Users may copy: (a) the Software listed in an Order Form only
for backup and archival purposes and {b) the Lawson Docu-
mentation and Service Deliverables only for use with the Soft-
ware. Users may not copy Documeniation for Third Party
Products unless permitied by the Third Party Supplier,

Upon request during the Maintenance Period and for a nominal
handling charge, Lawson will provide Customer additional cop-
ies of the Lawson Products listed in an Order Form (subject to
the Maximum Use Designations).

Modifications and Ownership. Customer may modify the Law-
son Products and Service Deliverables only to the extent per-
mitted under an Order Farm or the applicable Documentation,
Customer or Lawson Partners may use the Lawson Products
to develop and use interfaces for those Products only within
the scope of the License, Subject to the License, Lawson and
its Third Party Suppliers will continue io own all Intetlectual
Property Rights for the Products, Services, Service Delive-
rables and any modifications, Unless authorized by separate
agreement, Customer will not modify Third Party Products.
Compliance.

Customer may not transfer, rent, or re-license the Products or
Service Deliverables, or use them to Provide outsourcing, ser-
vice bureau, hosting services or training to third parties.

Unless otherwise authorized by Lawson in writing, only Cus-
tomer, Lawson Group or a Lawson Partner, may install, main-
tain or host the Products and Service Deliverables,

Customer may use the Products listed in an Order Form only in
accordance with the Documentation and only with the operat-
ing systen/database showa in that Order Form.

If an Order Form lists a Produet for development and test use
only, Customer may use that Product for internal development

24}

2.3.5
2.3.6

2.3.7

2.3.8

2.4
2.4.1

2.4.2

4.2

4.3

4.4

4.5

4.6

Lawson Software Customer Agreemenl Master Terms anc Conditions

and testing but not far production (unless Customer has Ji
censed that Product separately for production use}.

Customer may not simultaneously use the sama User 1D (pro-
file) on more than one computer terminal or access point.
Customer may allow its employees and contractors to atlend
Lawson training, but those contractors may usé the Lawson
training materials only for the benefit of Customer and may not
be Lawson competitors.

Customer shalt not export the Products or Service Deliverables
from the country of initial delivery by Lawson without Lawson’s
prior written authorization and compliance with applicable law.
Customer is responsible for compliance with the Agreement by
each of its Users and contractors.

Verifications.

After reasonable natice, Customer will Pramptly: {a} inform
Lawson where the licensed Products are installed and confirm
its compliance with the Maximum Use Designations and (b) al-
low Lawson's representatives to verify that compliance by re-
mote or physical inspection during narmai business hours.
Customer acknowledges that some Products may allow Law-
son to monitor and prohibit unauthorized use.

If Lawson learns that Customer has exceeded the Maximum
Use Designations, and Customer has not previously paid Law-
son the applicable additional License fees, after written request
from Lawson, Customer will promptly pay Lawson: (a) the then
current list price for that overage plus a 25% surcharge and (b)
the reasonable costs of conducting the above verification if the
Maximum Use Designations were exceeded by more than 5%,

Delivery and Installation,

Lawson will promptly deliver or make available io Customer
one copy of the Products listed in an Order Form. Title to any
delivered goods passes at place of shipment (subject to the Li-
sense}, unless prohibited by applicable law.

Except as otherwise agreed in an Order Form, Customer is
responsible at its expense for installation of the Software and
Service Deliverables, User training, data conversion, imple-
mentation and other services.

Maintenance and Renewal.

During the Maintenance Period, Lawson (a) will directly or indi-
rectly provide Customer Maintenance for the Lawson-
Maintained Products pursuant to the Support Operations
Handbook and (b) will not materially degrade its Maintenance
practices, New Products require a separate Order Form and
are not provided as a new Release or as part of Maintenance
for other Products.

Customer may elect to purchase from the applicable Third
Party Supplier available support for Third Party Products speci-
fied in an Order Form or Support Operations Handbook as not
maintained by Lawson. Customer is responsible for licensing
and paying for additional third party products that may be re-
quired for use of upgrades, enhancements or new Releases of
the Lawson-Maintained Products.

Unless otherwise described in an applicable Order Form, Law-
son does not maintain or support Service Deliverables or
Products modified outside of Maintenance provided by Law-
son.

Before each renewal date of the Maintenance Period, Lawson
will provide Customer an invaice for the Maintenance fees for
the Lawson-Maintained Products far that renewal period.

After the Initial Maintenance Period {unless otherwise stated in
an Order Form), Maintenance for the Lawson-Maintained
Products wilt aufomatically renew for successive one year
Maintenance Periods so long as Lawson makes that Mainter-
ance available to its customers, unless Customer or Lawson
notifies the other Party of non-renewal at least three months
before the renewal date.

Lawson may consolidate the annual renewal dates for Main-
tenance Periods under one or more Order Forms.

Services. Except as otherwise agreed in an applicable Order
Form or elsewhere in the Agreement: (a) all Services will be

Customer Agreement T&C Nonh America
Revised September 18, 2608
cast Update Ostaber +5, 2008

6.2

6.3

6.4

7.2

on a time and materials basis at Lawson's then current rates
and (b) Customer will reimburse Lawson for reasonable travel
and out-of-pocket expenses incurred when rendering on-site
Services, Maintenance or other warranty services.

Warranties.

Product Warranty. At the time of delivery of the Products, Law-
$on watrants that: (a) the applicable media for those Products
will be free of defects, (b) Lawson will have timely used up-to-
date, commercially available virus scanning and cleaning, and
will not have (based on the results of that scanning and clean-
ing) delivered Products containing any viruses, time bombs or
other undocumented programs which inhibit Product use and
{c) those Products will include the functionality described in the
Documentation for those Products.

Maintenance Warranty. Subject to the level of Maintenance
Purchased, Lawson warrants that Maintenance will include: (a)
help desk support, (b) corrections to allow the unmodified Law.
son-Maintained Products (when properly installed and confi-
gured) to operate materially and substantially as described in
the Documentation for those Products (by providing a program
patch, update, new Release, or instruction for avoiding the er-
for, as determined by Lawson) and (c) updates and new Re-
ieases of the same Lawson-Maintained Products when gener-
ally mace available by Lawson for installation and use by Cus-
tomer. New Products require a separate Order Form and are
not provided as a new Release or as part of Maintenance for
other Products.

Services Warranty. Lawson warrants that at the time of Ser-
vices delivery, the Services will be provided by trained person-
nel using commercially reasonable efforts.

THE WARRANTIES IN THE AGREEMENT ARE MADE SO-
LELY BY LAWSON AND ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IM-
PLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. Lawson does not warrant
that the Products, Services, Service Deliverables or Limited OF
ferings are free of nonmaterial defects or will meet the specific
Tequirements or needs of Customer's business or of any coun-
try or jurisdiction.

Customer’s Remedies,

Customer's exclusive remedies for Lawson Group’s breach of
the Product Warranty or Maintenance Warranty are as follows:

a} Lawson will provide Maintenance (if purchased by Custom-
er) to repair, replace or furnish an upgrade of the Lawson-
Malntained Products to enable those Products or upgrade
of those Products to comply with the applicable Product
Warranty and Maintenance Warranty; and

b} if Lawson does net comply with Section 7.1fa) within the
Cure Period, Customer may terminate Maintenance and re-
cover direct damages for the Lawson-Maintained Products
subject to the damage claim, including up to a refund of the
fees paid by Customer to Lawson for those Products, sub-
ject to Section 13.

Customer's exclusive remedies for breach of the Services War-

ranty or Lawson's Service obligations are as follows:

a) Lawson will re-perform or re-detiver those Services or the
applicable Service Deliverables at no additional charge with-
in the Cure Period: and

5) if Lawson does not complete that re-performance within the
Cure Period, Customer may terminate the Services and re
cover direc! damages, including up to @ refund of the fees
paid by Customer to Lawson for those Services or Service
Deliverables not re-performed and timely cured, subject to
Section 13.

Lawson's Payment Terms and Remedies,

Upon request, Customer will provide Lawsen sufficient finan-
cial information to enable Lawson to determine Customer's
creditworthiness. Lawson may withhold delivery of any Prod-
ucts or Services pending credit approval by Lawson.

344}

8.2

8.3

8.4

8.5

8.6

92

9.3

10.

44.

Lawson Software Customer Agreement Masier Terms and Conditions

Unless otherwise stated in the Agreement, an applicable Order
Form or invoice, Lawson's invoices are dué and payable within
30 days after invoice date. The payment terms in the Agree-
ment, an applicable Order Form or Lawson's invoice prevail
over any payment terms stated on a purchase order or other
document from Customer to place an order, and prevait over
Customer's accounts payable policy or practice.

All fees and expenses invoiced by Lawson are exclusive of
Taxes. Customer is responsible for payment or reimbursement
of applicable Taxes.

Lawson may suspend or terminate Maintenance and/or Ser-
vices at any time if ali Lawson invoices, that are then due and
payable, are not paid within 15 days after Lawson informs Cus-
tomer of non-payment.

Lawson may terminate the License, the Agreement or any
Order Form if any undisputed invoices are not paid by Cus-
tomer within 15 days after notice of late payment or if Custom-
er does not cure any other material breach of the Agreement
within $0 days after notice of breach.

Customer will promptly destroy or return to Lawson all Prod-
ucts and Service Deliverables if the License and the Agree-
ment terminate as described in Section 8 (Third Party Products
must be returned to Lawson upan termination of the License),

Confidential information.

“Confidential Information” means software code and bench-
mark tests for the Products and Service Deliverables, Docu-
mentation, Limited Offering software, pricing, non-standard
Lawson contract terms, User ID (profile) and passwords, Cus-
tomer financial information, data and all other information rea-
sonably believed to be confidentiat, but excludes:

a) information made generally available without restriction by
the disclosing Party or by an authorized third party:

b) information known to the receiving Party independent of
disclosures by the disclosing Party;

¢) information independently developed without access to or
use of the disciosing Party's Confidential information; or

dq} information that must be disclosed pursuant to court order.
Customer's Confidential Information also excludes any new
features or functionality suggested by Customer for the
Products or Service Deliverables.

The Parties will use reasonable efforts to keep each other's

Confidential Information secret and will use that information on-

ly to fulfill the rights and obligations under the Agreement.

The Parties will have the right of injunctive relief to maintain

compliance with this Section 9 and prevent unauthorized dis-

closure, use or export of the Preducts, Service Detiverables,

Limited Offerings or other Confidential Information.

Infringement Indemnity. Lawson will, at its expense, retain
legal counsel and defend any suit or claim brought against
Customer and will indemnify Customer against any third party
damage claims that the Producis or Service Deliverables as fi:
censed and delivered by Lawson infringe any third party's Intel-
lectuai Property Rights. Lawson may control the defense and
setilement. [f the Products or Service Deliverables are held or
are reasonably believed by Lawson to infringe under this Sec-
tion 70, Lawson will at its expense and to the extent commer-
cially available, modify or replace the applicable Products of
Service Deliverables to be non-infringing and with similar func-
tionality, or obtain permission for Customer to continue using
the Products and Service Deliverables under the License.
Lawson will have no obligations or liability for any claim of in-
fringement based on Customer's use of a superseded or Cus-
tomer-aliered Release of the Products or Service Deliverable
to the extent thai the obligation or fiability would have been
avoided by the use of a then current Release of the Products
or Service Deliverabie which Lawson provides te Customer.

No Hire of Certain Employees. Customer agrees that until
one year after the later of (a) the termination and non-renewal!
of the Maintenance Period or (b} the completion of Services,

Customer Agreemeni TSC North Americe
Revised September 18, 2008
Last Update October 15, 20908

12.

13.
13.1

13.2

13.3

44,

15,
16.

v7.
171

17.2

17.3

i7.4

Customer will not hire, employ or contract for services with any
employee of the Lawson Group who provides Maintenance or
Services to any customers. ff Customer violates this Section
11, Customer will pay Lawson a fee of two times the hired em-
ployee's most recent annuat compensation.

Force Majeure. Neither Party will be in default or liable for any
noncompliance fram causes beyond the reasonable control of
ihe Party, including, for example, fires, floods, natural disas-
ters, communication failures and other equipment or telecom-
munication problems.

Limitations of Liability.

in no event will Lawson Group, Third Party Suppliers or
Customer be liable for indirect, incidental, punitive, exem-
plary, special or consequential damages, or damages for
loss of profits, revenue or data. Neither Party will seek or
apply for such damages.

Except only for indemnification by Lawson for third party
claims under Section 10 above or bodily injury or direct
damage to real or tangible personal property to the extent
caused by Lawson's gross negligence, Lawson Group and
its Third Party Supptiers’ aggregate and cumutative Nabili-
ty for rescission and/or damages to Customer and its sub-
sidiaties will be, whether in contract or tort, limited to ac-
tual direct money damages in an amount not to exceed the
aggregate fees paid by Customer to Lawson, excluding
fees paid more than one year prior to Customer's initial
notice of the claim to Lawson.

The limitations of liability in Section 13 apply to Lawson
Group in the aggregate and are not additive among each
Lawson Group company.

Source Code Escrow. All Products are licensed and delivered
in object code only, except for those Products, if any, which are
also designated in an Order Form for delivery in source code.
During the Maintenance Period, Customer may elect to be
come a beneficiary under the applicable Escrow Agreement for
the licensed Lawson Products delivered in object code only
{excluding Third Party Products) by: (1) signing Lawson's ac-
ceptance form and (2) paying all escrow fees.

Assignment. Customer may not assign the License or the
Agreement, or transfer any rights or obligations under the
Agreement.

Publicity. Either Party may publicize Customer's selection of
Lawson. Pricing and non-standard Lawson contract terms will
remain confidential under Section 9 above.

General.

All notices must be in writing and delivered electronically or by
method with proof of delivery. Ail other communications, re-
quests or alerts may be provided by fax, e-mail or other written
means.

The Agreement may be amended only in writing signed by the
Parties, except that Lawson may upon notice to Customer and
without Customer's signature, amend an Order Form to correct
errors without increasing the License fees or Services tates.
Lawson and Customer each waive right to a iriat by jury. No
fitigation or other fegal action may be brought if the injured Par-
ty has known of the cause of action for more than 2 years.
Each Party will pay (without reimbursement) its own legal fees
and expenses incurred in any dispute.

Sections 1, 6.4, 7 through 15, and 17, and the provisions core
cerning protection of Intellectual Property Rights, will survive
any termination or expiration of the Agreement,

[End of Master Terms anc Conditions}

45)

ADDENDUM TO LAWSGN SOFTWARE CUSTOMER AGREEMENT
MASTER TERMS AND CONDITIONS

Agreement No: 60004347.0

This Addendum ("Addendum") modifies the Lawson Software Customer Agreement {the “Agreement”) entered
into between the undersigned Lawson Company and Customer, and is effective as of the latest date signed
below when all parties have Signed, All of the capitalized terms not otherwise defined in this Addendum have the
Same respective meanings as contained in the Agreement. The following sections amend or replace the
respective sections contained in the Agreement, or add additional section(s) to the Agreement. The sections of
the Agreement that are not expressly modified or replaced by this Addendum Shall remain in effect pursuant to
their terms.

1. Section 1.2 of the Agreement is deleted and replaced in its entirety with the following:

4.2 “Cure Period” means the 45 day period starting on the later of: (a) Customer's notice of
breach of this Agreement by Lawson, (b) replication by Lawson of a mission critical Product
problem that does not comply with the Product Warranty or Maintenance Warranty or (c) the
response period for non-mission critical problems (e.g. cyclical bug fixes} under Lawson’s
then current standard Maintenance or Services practices for the respective level of
Maintenance or Services purchased by Customer. The Cure Period defined in this Section 1.2
will not lengthen the response periods under Lawson’s standard Maintenance or Services
practices. When Customer notifies Lawson of a problem with a Lawson-Maintained Product,
Lawson will not delay its efforts to replicate that Product problem under its Maintenance
practices.

2. Anew Section 5.1 is added to the Agreement:

5.1 For 24 months from Effective Date of this Agreement, Lawson agrees to offer Customer the
standard Lawson Services consuiting roles on a time and materials basis at the applicable
hourly fee rates identified in the Lawson Professional Services Rate Card, attached hereto
as Exhibit B.

3. A new Section 6.5 is added to the Agreement:

6.5 Warranty of Title: Lawson warrants that it owns or has the right to license to Customer all of
the Products [icensed under the Agreement (the “Title Warranty"}, Customer's exclusive
remedies for breach of the Title Warranty are described in Section 10 of the Agreement.

Cusiomer Agreement Agdead re. Englise Fege tof?
Agreemem Ne GUNGdSE7 5

Revised Sepenber 4 2007

west Lpdate Jy Of, 2008

ye

Addencut to Lawson Sotware Customer Agreement Masie- Terms anc Conditions

4. Anew Section 6,6 is added to the Agreement:

6.6

Functionality Warranty. Provided that Customer is then current in all available Maintenance, in
addition to the warranties stated above in this Section 6, Lawson warrants that, for a period of
24 months from the Effective Date of the Agreement, the Lawson-Maintained Products
licensed on the initial Product Order Form signed under this Agreement shall operate
materially and substantially in accordance with the applicable functional and technical Rating
Responses that are designated with a positive response of “SUP” (Supported as delivered
“out-of-the-box"), attached hereto as Exhibit A. This warranty applies only to a) those Lawson-
Maintained Products actually licensed by Customer, and only to the release of the Lawson-
Maintained Products initially delivered on the Product Order Form executed under with this
Agreement (the “Initial POF”); and b) these Lawson-Maintained Products licensed by
Customer after the Initial POF (the “Added Products"), but only to the extent the positive
responses in Exhibit A are applicable to the Added Products, and only for the release of the
Added Products generally available as of the Effective Date of this Agreement. Customer's
licensing of Added Products will not increase or toll the warranty time period identified in this
Section 6.6.

5. Anew Section 7,3 is added to the Agreement:

8.

7.3

Customer's exclusive remedies for Lawson Group's material breach of the Functionality

Warranty are as fotlows:

a) Lawson wilt provide Maintenance (if purchased by Customer) to repair, replace or furnish
an upgrade of the Lawson-Malntained Products to enable those Products or upgrade of
those Products to comply with the Functionality Warranty; and

b) if Lawson does not comply with Section 7.3(a) within the Cure Period, Customer may
terminate Maintenance and recover direct damages for the Lawson-Maintained Products
subject to Functionality Warranty, including a refund of the fees paid by Customer to
Lawson for those Products, subject to Section 13.

A new Section 7.4 is added to the Agreement:

1.4

In addition to the remedies stated in this Section 7, Customer may also elect to terminate
Maintenance, the Services or the Agreement and the License if Lawson's breach of the
Agreement is not cured within the Cure Period.

A new Section 7.5 is added to the Agreement:

5

Section
3.3

Termination for Conflict of Interest: The Customer may terminate the Agreement by written
notice if it determines that a conflict of interest exists, Including but not timited ta, a violation
by Lawson of applicable laws regarding ethics in public acquisitions and Procurement and
performance of contracts. In the event the Agreement is by Customer terminated for a conflict
of interest, the Customer shall be entitled to pursue fhe same remedies against Lawson as it
could pursue in the event of a default of the Agreement by Lawson if Lawson had actual
knowledge or should have known about such conflict of interest.

8.3 of the Agreament is deleted and replaced in its entirety with the following:

All fees and expenses invaiced by Lawson are exclusive of Taxes. Customer is responsible for
payment or reimbursement of applicable Taxes. Customer represents that it is exempt from all
sales and federal excise taxes. As such, Lawson will not invoice Customer for the payment of
applicable Taxes. Should Customer lose tax exempt status, Customer shall promptly provide
Lawson with written notice of the loss of such tax exempt status and pay Lawson all
applicable Taxes.

Customer Agreement Addandum - English 207}
Agreement No 00004347 6

Revised September +2 2007

Last Update July 09. 7008

Addencum to Laweon Sohware Customer Agreeren: Masier Terms ans Conditions

8. Anew Section 9.4 is added to the Agreement:

9.4 Hf the receiving Party is required to disclose Confidential information by an order of a court of
competent jurisdiction under Section 9.1(b} above, the receiving Party shall provide the
disclosing Party with notice as soon as reasonably possible of such order. The receiving
Party shall reasonably cooperate, at no expense to the receiving Party, with the disclosing
Party in any effort it undertakes to contest the subpoena or other legal process. In the event of
unauthorized use or disclosure of the disclosing Party's Confidential Information, the
receiving Party shall promptly notify the disclosing Party, and the disclosing Party may
immediately pursue any remedy at law and in equity, including, but not limited to, injunctlve
relief,

10. Anew Section 9.5 Is added to the Agreement:

9.5 Notwithstanding the foregoing, Lawson acknowledges that the Customer is a governmental
entity in the State of New Hampshire and is subject to applicable state and federal laws and
regulations, inciuding but not limited to, NHRSA Chapter 91-A (Right to Know Law) (“the Act”),
and that the Customer may be required te disclose certain information in response to requests
for public information made under the Act. In the event the Customer receives a request
pursuant to the Act, or a judicial or govemmental request, requirement, or order, to disclose
any of Lawson's information that is confidential under this Section, the Customer will promptly
notify Lawson of such request pursuant to the Act, or a judicial or governmental request,
requirement, or order. Lawson shall be solely responsible for initiating any legal action to
prevent or limit the disclosure of the Lawson's Confidential information and for any and all
expenses relating thereto. The Customer will take reasonable and appropriate steps, at no
cost to the Customer, to cooperate with and assist Lawson in objecting to or contesting such
request, requirement, or order. Lawson agrees that uniess Lawson obtains a court order, at its
sole expense, enjoining the release of the requested information, the Customer may release
the requested information on the date specified in the Customer's notice without any liability
to the Customer. This Section 9 and its terms shall survive termination of the Agreement,

11. Section 11 of the Agreement is deleted and replaced in its entirety with the following:

11, No Hire of Certain Empioyees. Customer agrees that unti! one year afier the later of (a) the
termination and non-renewal of the Maintenance Period or (b) the completion of Services, Customer
will not directly hire, employ or contract for services with any employee of the Lawson Group who
Provides Maintenance or Services to any customers, for similar employment with Customer. If
Customer violates this Section 11, Customer will pay Lawson a2 fee of two times the hired employee's
mast recent annual compensation.

12. Anew Section 13.1.4 is added to the Agreement:

13.1.1. Lawson agrees to defend and indemnify Customer and its respective officers, employees and
agents from and against third party claims, actions and suits, for personal injury to, or death
of, any person, or loss or damage to real or tangible personal Property arising aut of, or
resulting from, the grossly negligent acts of Lawson. The provisions of this section shall
survive the termination of this Agreement. The Parties will each use reasonabie efforts to
mitigate their damages.

Customer Agreement: Addendum — Engisi 37)
Agreement No 00604347 0

Revised September 14. 2007

Las! Updaie duly 99. 2008

Acdencun la Lawson Software Customer Agreement Maste: Terns anc Coneitions

13. Section 13.2 of the Agreement is deleted and replaced in its entirety with the following:

13.2 Except only for indemnification by Lawson for third party claims under Section 10 above or bodily
injury or direct damage to real or tangible personal property to the extent caused by Lawson's gross
negligence under Section 13.1.1 above, Lawson Group and iis Third Party Suppliers’ aggregate
and cumulative fiability for rescission and/or damages io Customer and its subsidiaries will be,
whether in contract or fort, limited to actual direct money damages in an ammount not to exceed the
aggregate fees paid by Customer to Lawson, excluding fees paid more than fwo years prior to
Customer's initial notice of the claim to Lawson.

14. Section 15 of the Agreement is deleted and replaced jn its entirety with the following:

15. Assignment. Neither Customer nor Lawson may assign the License or the Agreement, or transfer
any rights or obligations under the Agreement without the prior written consent of the other Party.
Notwithstanding the foregoing, Lawson May, without the prior consent of Customer, assign: i}
ail of its rights and obligations under this Agreement in connection with a merger, acquisition
or sale of all or substantlally all of Lawson's assets or capital stock; and il) all claims for
payment due or which may become due to Lawson from the Customer to a bank, trust
company, or other financial institution without such prior written consent. Notice of any such
assignment or transfer shail be promptly furnished to the Customer, ‘The rights and
obligations contained in this Agreement shall be binding upon and shall! inure te the benefit of
the Parties hereto and their respective permitted successors and assigns (to the extent this
Agreement is assignable),

15. Section 17.4 of the Agreement is deleted and replaced in its entirety with the following:

17.4 Sections f, 6.4, 7 through 45, and 17 through 23 and the provisions concerning protection of
Intellectual Property Rights, will survive any termination or expiration of the Agreement,

16. A new Section 17.5 is added to the Agreement:

17.5 No failure by a Party to enforce any Provisions hereof after any event of default shali be
deemed a waiver of its rights with regard to that event, or any subsequent event. No express
failure of any default shall be deemed a waiver of the right of a Party to enforce each and all of
the provisions hereof upon any further or other default on the Part of the other Party.

Customer Agreament Addeadurn « English O17}
Agreement tte GOd0d 3467.6

Revised September 14, 2007

Lest Update July 09, 2008

Addercum to Lawsor Software Customer Agreerrent Maste Terrs ane Conctions

17. Anew Section 18 is added to the Agreement:

18. Insurance. While providing any on-site Services or Maintenance, Lawson shalt procure and
shall maintain insurance in the amounts and coverage detailed in this Section 18 and at the
Lawson’s sole expense with insurance cartier(s) licensed to do business in the State of New
Hampshire and with an AM Best rating of A- or higher, insuring against any and ail public
liability, including injuries or death to persons and damage to real Property, arising out of or
related to Lawson's performance hereunder and shall furnish to the Customer certificates of
such insurance and renewals thereof slgned by the issuing company or agent. Such
insurance shall require thirty (30) days prior written notice of cancellation in coverage. Upon
request from Customer, Lawson will provide updated certificate(s} of insurance with the
Customer. The Contractor shall provide a certificate of insurance with evidence of the
following coverage in this Section 18 to the Customer ten (10) days prior to commencing on-
site Services or Maintenance under the Agreement.

1. Commercial General Liability - $1,000,000 per occurrence/ $2,000,000 aggregate. Customer
shal! be named as an additional insured with regards to the Commercial General Liability
policy.

2. Motor Vehicle Liability - $1,000,000 combined Single limit per occurrence including all
owned, non-owned and hired vehicles.

3. Workers’ Compensation as required by Statute/Employer’s Liability,
4. Professional! Errors & Omissions - $1,000,000 per occurrence and $2,000,000 aggregate.

5. Subcontractors to Lawson shall furnish separate certificates prior to beginning on-site
Services for Customer. All insurance for subcontractors shall be subject to ail of the
requirements stated herein,

The Customer's examination of or failure to request or demand any evidence of insurance
hereunder shall not constitute a walver of any requirement and the existence of any insurance
shail not limit Lawson’s obligation under any provision hereof.

18, A new Section 19 is added to the Agreement:

19. The Agreement shall be governed by and construed in accordance with the laws of the State of
New Hampshire, without regard to choice of law provisions of New Hampshire law, and is
binding upon and inures to the benefit of the Parties and their respective permitted successors
and assigns, Any legal action arising from or related ta the Agreement shall be brought and
resolved in an applicable state or federal court in the State of New Hampshire.

19. A new Section 20 is added to the Agreement:

26. Lawson agrees that it will assign and hereby assigns to the Customer all causes of action that
it may acquire under the anti-trust laws of New Hampshire and the United States as the result
of conspiracies, combination of contracts in restraint of trade which affect the price of goods
or services obtained by the Customer under this Agreement if so requested by the Customer,
and agrees to execute any documents required by the Customer to evidence such assignment.

20. Anew Section 21 is added to the Agreement:

21. The individual executing this Agreement on behalf of Lawson represents and warrants that
he/she is duly authorized to execute and deliver this Agreement on behalf of Lawson and that
this Agreement is binding upon Lawson enforceable in accordance with its terms,

Customer Agreement Addendum English 51
Agreement Ne 0004 347.0

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east Upcate Juty OS, 2008

Addendum to Lawsor Sotiware Customer Agreenent Macie: Terns end Conditions

21. Anew Section 22 is added to the Agreement:

22, The record retention policies of this Agreement shall be consistent with the Federal
Acquisition Regulations (FAR) Subpart 4.7 Contractor Records Retention except where they
are in conflict with State of New Hampshire laws and regulations, in which case the State of
New Hampshire laws and regulations shall controt.

Lawson agrees that: Lawson and any of its subcontractors shall maintain books, records,
documents and other evidence of accounting procedures and Practices, which sufficientty
reflect all costs invoiced in the performance of the Agreement; Lawson and its subcontractors
shall retain ail such records for three (3) years from Agreement tarmination or end of all
litigation, including appeals, whichever is later. Upon prior notice and subject to reasonable
time frames and Lawson's reasonable security restrictions, all such records shall be subject to
Inspection, examination, audit and copying by personnel so authorized by the Customer, State
of New Hampshire and federal officials so authorized by law, rule, regulation or Agreement, as
applicable at no cost to the Customer. The Contractor shail include the records retention and
review requirements of this section in any of ifs subcontracts.

Lawson agrees that books, records, documents, and other evidence of accounting procedures
and practices related to Lawson's cast structure and profit factors shall be excluded from the
Customer’s review unless the cost or any other material issued under the Agreement is
calculated or derived from these factors.

22. A new Section 23 is added to the Agreement:

23. Lawson hereby certifies that no officer, employee, agent or representative of the Customer has
a financial interest in the Agreement, and that the Agreement is arrived at in good faith without
fraud, collusion, or connection with any kind with any other Proposal submitted or in the
Process of being submitted; Lawson is competing solely on its own behalf without connection
with, or obligation to, any undisclosed person or firm. Further Lawson acknowledges that any
agent and every officer and employee of the Customer are expressly prohibited from
accepting, directly or indirectly, from any person fo which any purchase order or contract is,
or might be awarded, any rebate, gift, money or anything of value whatsoever, except where
given to and for the benefit of the Customer as provided for elsewhere in the Customer
Statutes,

23. Anew Section 24 is added to the Agreement:

24. Termination for Convenience. Customer may elect to terminate this Agreement and the
License at any time effective upon 30 days written notice to Lawson's General Counsel if
Customer has paid Lawson {a) all unpaid License fees, whether or not due and payable, (b) all
unpaid invoices and any other unbilled fees and expenses for Products and Services delivered
upto and including the date of Lawson's receipt of notice, and (c) all applicable Taxes.

Customer Agreement Addendym - English 617}
Agreement Mo 00004347 8

Revised September 14, 2807

Lasi Update Judy 8, 2008