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)
