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}
