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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

Revised September 14, 2007

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

Addencum ta Lawsor Software Customer Agreement Master Terms enc Conditions

24. Anew Section 25 is added to the Agreement:

25, Termination for Non-Appropriation: Notwithstanding any provision in the Agreement to the
contrary, all obligations of the Customer, including, without limitation, the continuation of
payments, are contingent upon the availabitity and continued appropriation of funds, and in no
event shali the Customer be liable for any payments in excess of such avallable appropriated
funds. In the event of a reduction or termination of those funds, the Customer shail have the
right to terminate the Agreement upon giving Lawson 30 days notice of such termination.
Upon termination, Customer shall remit Payment for all Products and Services delivered to
Customer and all expanses incurred by Lawson prior to Lawson's receipt of the termination
notice. The City shail not be required to transfer funds from any other account in the event
funds appropriated in the original account are reduced or unavailable.

Lawson Software Americas, Inc.
EIN: 41-1251159

WA

Lpflathoriz Sighatureyo a
PEAS SMU KEI

"(Printed Name) -

VE? Goneent.. Manis

(Title) .

Zi) s/201d

(Date

Customer Agreement Addendum — Englisa
Agrermernt No GO004a47 9

Revised Seplombe: +4, 2007

Last Upcate Jury 09, 2008

Customer: City of Nashua

uthorized Signature) 0

Denna lee bozesnte—

(Printed Name)

My Hoe

(Title)

52 fo

{Date}

TET}

PRODUCT ORDER FORM
Lawson Software Customer Agreement

Order Form No: 00004343.0

This Product Order Form and the attached Schedules ("POF") is entered into by the Lawson Group company and
the "Customer" named below {collectively "the Parties"), and is effective as of the latest date signed below after
all Parties have signed ("Effective Date"). This POF is part of the Lawson Software Customer Agreement and is
governed by the Lawson Master Terms and Conditions signed by Customer, The definitions in Schedule 1 to this
POF supplement the definitions in the Lawson Master Terms and Conditions. [f any terms of this POF conflict
with the Lawson Master Terms and Conditions, this POF governs that conflict for only the Products listed in this
POF,

The Schedule(s) to this POF lists each of the Products licensed to Customer under this POF, and Schedule 1 to
this POF describes additional applicable terms. Certain Products May have additional usage restrictions as
described in the Schedule(s) to this POF for that Product.

Customer Entity Name: City of Nashua
Address: 229 Main Si.

City: Nashua
State/ZIP/Postal Code: New Hampshire 03060
Country: United States

Lawson must receive an original manually signed Customer signature on this POF, unless Lawson elects to
accept a copy of this POF signed in counterparts and/or delivered by fax, pdf or other means that displays the
original or a copy of the signatures below.

Lawson Software Americas, inc.
251159

Customer: City of Nashua

z. LM
/ (pithoriz, Sighaturgy” f - \__-Ahuthorized Signature) D

” Pew TT Mune Donn En-b- Lozeru

(Printed Name) (Printed Name}

VE + Goewt Mipsegore Mayor
(Title) 7 (Title)

S/he / 2010 5S: 28-10

(Date) 7 7 (Date)

3.4

32

3.3

3.4

4.1

4.2

43

44

4.5
4.6

47

4.8

Schedule 1 lo
PRODUCT ORDER FORM

Bronze Maintenance Level. Customer's maintenance level is Bronze (as defined in the Support
Operations Handbook} for the Lawson-Maintained Products listed in the Schedule(s} to this POF. All
Products licensed to Customer must have the same maintenance level.
Payment Tenms. Customer shall pay all net license fees listed in the Schedule(s) to this POF and all
Maintenance Fees for the initial Maintenance Period, plus applicable Taxes, within 80 days from the
invoice date. Annual Maintenance fees for subsequent Maintenance Periods are payable 30 days before
each renewal.
Maintenance Terms and Fees for the Lawson-Maintained Products listed in the Schedule(s} to this
POF.
initial Maintenance Period. The “Initial Maintenance Period” for the Lawson-Maintained Products listed in
the Schedule{s} to this POF will commence on delivery of those Products and end on the first June 30th
that occurs more than 11 months after delivery.
Maintenance Fees for Initial Maintenance Period. Unless otherwise stated in this POF, the annualized
“Maintenance Fees” for the Initial Maintenance Period for the maintenance level specified in Section 4
above are: {a) 18.00 % of the total net Lawson license fee fisted in the Schedulefs} to this POF for all
Lawson-Maintained Products that are Lawson Products, plus (b) 20 % of the list amount of each line item
“Third Party License Fee” listed in the Schedule(s} to this POF for each Lawson-Maintained Product that
is @ Third Party Product.
Mainienance Fee for First Annual Renewal of Maintenance, For the first 72 months of renewed
Maintenance at the same maintenance level specifted in Section 1 above {after the initia] Maintenance
Period for all Lawson-Maintained Products listed in the Schedule(s}) to this POF}, the annualized
Maintenance Fee will be the same as the annualized Maintenance Fee for the Initial Maintenance Period,
plus up to a 4.00 % increase.
Maintenance Fee Cap for Subsequent Annual Renewals of Maintenance. After the first annual renewal of
Maintenance, if Customer continues to renew available Maintenance for all Lawson-Maintained Products
listed in the Schedule(s) to this POF, the percentage increase in the annual Maintenance Fee for each
annual renewai period specified below will be as follows:
* For the second annual renewal of Maintenance, the percentage increase in the annual Maintenance
Fee will not exceed four percent (4%) of the previous year's annual Maintenance Fee.
* For the third annual renewal of Maintenance, the percentage increase in the annual Maintenance
Fee will not exceed four percent (4%) of the previous year’s annual Maintenance Fee,
* For the fourth annual renewal of Maintenance, the percentage increase in the annual Maintenance
Fee will not exceed four percent (4%) of the previous year's annual Maintenance Fee.
The above cap on annual Maintenance Fee increases does not apply to any Products or users licensed
after the Effective Date of this POF or to renewals after the period described in this Section,
POF Definitions. The following definitions supplement the definitions contained in the Lawson Master
Terms and Conditions:
LMP or Lawson-Maintained Products means the Products listad in the Schedule(s) to this POF that are
initially eligible for Maintenance ftom Lawson.
LMP-REQ'D means a Lawson-Maintained Product that must remain under Maintenance if Customer is to
receive Maintenance for any other Lawson-Maintained Products.
No LMP means a Product thai is not maintained by Lawson. Customer may elect to purchase at
Customer’s expense from the applicable Third Party Supplier available maintenance for the Third Party
Products, specified as No LMP (if any) in the Schedute(s) to this POF.
Products means the Software described in the Schedule{s) to this POF and the Documentation for that
Software,
S means source code is delivered with the Product.
License Term means, unless otherwise specified in the Schedule(s} to this POF, a perpetual period for
the Products listed in the Schedule(s) to this POF.
The following definitions are interchangeable in any prior document thai is part of the Lawson Software
Customer Agreement: (a) Client and Customer, (b) Support and Maintenance and (c}) LSP and LMP
{Lawson Maintained Product).
TP-LMP means a Third Party Product that is only maintained by Lawson at the Bronze level for the Initial
Maintenance Period. After the Initial Maintenance Period, Maintenance will be subcontracted to,
performed and invoiced by the applicable Third Party Supplier
Maximum Use Designation Definitions. The respective Maximum Use Designations listed in the
Schedule{s) to this POF are defined as follows below. ff any of the following defined terms are not used
elsewhere in the Schedule(s) to this POF, then those defined term(s) do not apply to this POF:

Product Order Form ~ English td)
Revisec September 4, 2009

Last Update February 16 7010

Grder Form No 00004343 0