HomeMy WebLinkAbout25A - FINANCIAL SYSTEM MAINTENANCE REQUEST FOR
COUNCIL ACTION
a
CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY:
April 19, 2010
TITLE: APPROVED
? As Recommended
CONTRACT RENEWAL WITH LAWSON ? As Amended
SOFTWARE FOR FINANCIAL SYSTEM ? Ordinance on 1s1 Reading
? Ordinance on 2"d Reading
MAINTENANCE (A-2008-037) ? Implementing Resolution
? Set Public Hearing For
7.. CONTINUED TO
/ J FILE NUMBER
CITY MANAGER
RECOMMENDED ACTION
Authorize payment and annual renewal with Lawson Software Americas, Inc. for maintenance
support and service of the Lawson Financial system in an annual amount not to exceed $190,000
with provision for two, one year renewals subject to non-substantive changes approved by the City
Manager with mutually agreed upon increases.
DISCUSSION
On March 3, 2008, the City Council approved an agreement with Lawson Software Americas, Inc. to
purchase the Lawson financial system. The new system would replace the City's legacy mainframe
system that was over 20 years old, no longer supported, and was not meeting the City's financial
requirements. The new Lawson system went live in September 2009. It is an enterprise system
used by all City departments to process, track, and report on the City's financial information and
transactions. Key functions include general ledger, grant management, projects and activities,
accounts payable, cash management, billing, accounts receivable, asset management, requisitions,
purchase orders, inventory, business intelligence and reporting.
The agreement provides for an annual software maintenance and support plan that entitles the City to
receive software updates and technical support services. In addition, staff is requesting a
contingency for Lawson Professional Services in order to assist with system setup changes, as well
as other process or system related changes that can lead to increasing the efficiency of staff.
25A-1
Contract Renewal for Financial System Maintenance
April 19, 2010
Page 2
FISCAL IMPACT
Funds are available in the Finance Management Lawson Utility Software and Contract Services
account (no. 10910141-62300).
Francisco Gutierrez
Executive Director
Finance and Mgmt. Services Agency
25A-2
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LAWSON SOFTWARE CUSTOMER AGREEMENT
MASTER TERMS AND CONDITIONS
Customer Name:
City of Santa Ana
Address: 20 Civic Center Plaza, 8'~ Floor
Cihr Santa Ana
StatelZip or Province/Postal Code: CA 92701
Country: USA
These Lawson Software Customer Agreement Master Temfs and Conditions (°Lawson Master Tenns and Conditions") are entered into by each respective
Lawson Group company named below and in each Orcler Form and the customer entRy named above and in each Order Forth, and is effective as of the latest
date signed below after all Parties have signed.
The entire Lawson Software Customer Agreement includes these Lawson 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 in the future and which refers to these Lawson Master Terms and
Conditions (collectively, the "Agreement").
The initial Agreement must be signed below, and may be signed in counterpart and delivered by fax, pdf or other means that displays the original or a copy of
the signatures. Any subsequent Order Forth or Statement of Work may be signed and delivered in the same manner or as described in that Order Form or
Statement of Work.
The Agreement contains the complete agreement with Customer concerning any products, software, maintenance or services provided by any Lawson Group
company.
IN WITNESS WHEREOF, the parties hereto have executed this Lawson Software Customer Agreement Master Terms and Condtions on the date set forth
below.
For LAWSON SOFTWARE AMERICAS, INC. CITY OF SAT A
r'
J
~
(A rized t e) DAVID N. REAM
City Manager
H ~ MAR 3 2008
(Printed Name)
c ~ ~ .
L{ ~ t L I/1 (Date)
(Title)
(Date) jj
PATRICIA E. HEALY
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Attorney
L"aura Sheedy
Assistant City Attorney
Customer Master T8C's -North America Page 1 of 6
Revised 2007 August 13
" 25A-3
Lawson Software Customer Agreement Master Terms and Conditions
The following Lawson Master Terms and Conditions supplement and govern 1.23 "New Products' means new softwaro and documentation that
each Order Form, Statement of Work and other written agreement entered Lawson Group elects to make generally available to customers
into at any time by Customer and any Lawson Group company at any time on separate from other products and which contain new application
or after the effective date of these Lawson Master Terms and Conditions: software or technology.
1. Definitions. The following defined terms are in addition to the 1.24 'Order Form" means a Product Order Form ('POF"), a Services
definitions contained in each applicable Order Fonn or Statement Order Fonn ("SOF'), Statement of Work or other order form entered
of Work: into by Lawson and the applicable Specified Customer at any time
and referring to these Lawson Master Terms and Conditions. Each
1.1 "Agreement" or "Lawson Software Customer Agreement" means Order Fonn pertains only to the Specified Customer identified in that
these Lawson Software Customer Agreement Master Terms and Order Fonn.
Conditions and each Order Form, Statement of Work and other
written agreement entered into by Customer and any Lawson 1.25 "Party" means Lawson or Customer, and "Parties" means Lawson
Group company at any time in the future and which refers to these and Customer.
Lawson Master Terms and Conditions. 1.26 'Products' means the Software and Documentation.
1.2 "Cure Period" means the period of time after notice from Customer, 1.27 "Product Warranty' is defined in Section 7.1 below.
reasonably required for Lawson to cure a breach in accordance 1.28 "Release" means the edition of aLawson-Maintained Product after it
with Lawson's then current standard Maintenance or Services has been made generally available by Lawson.
practices.
1.3 "Customer" collectively means the customer entity that has signed 1.29 "Service" means training, implementation, consulting, Service
these Lawson Master Tenns and Conditions and each Specified Deliverables, subscription or other services provided by Lawson
Customer (if different) identified in each respective Order Fonn or under the Agreement, excluding Maintenance and any Limked
Offering (unless otherwise stated in an Order Fonn).
Statement of Work.
1.4 "Documentation" means ell help screens, or other documentation 1.30 "Service Deliverable" means any tool, training materials or other non-
describing the operation of the Software described in an Order Product item described in the applicable Order Form or Statement of
Fonn, which are delivered (in printed or electronic form) with the Work as a "Service Deliverable" for delivery to the Specified
Software by Lawson or a Third Party, any subsequent updates and Customer identified in that Order Fonn or Statement of Work.
new Releases of that documentation provided to the Specified 1.31 "Services Warranty is defined in Section 7.2 below.
Customer listed in that Order Form by Lawson under Maintenance 1.32 "Software" means the software and media described in a POF (in
or by a Third Party, and any copies of that documentation. source code and/or object code as specified in a POF), any repairs,
Documentation excludes all advertising, marketing materials, replacements, upgrades, updates, enhancements and new Releases
requests for proposal, proposals, demonstration materials and provided by Lawson to Customer under applicable Maintenance for
other promotional information. that same Software or provided by a Thircl Party to Customer, and
1.5 "Escrow Agroement" means the separate escrow agreement, if any copies of that code, excluding any Limited Offering software that
any, entered into by the escrow agent appointed by Lawson. is listed in an Order Form as not being a'Produd."
1.6 "Extended Maintenance" is defined in Section 4.2(b) below. 1.33 'Speafied Customer" means the customer identified in an Order
1.7 "Initial Maintenance Period" means the initial period of Maintenance Fonn or Statement of Work and which is either (a) the same
specified in an applicable Order Form. customer entity that signed these Lawson Master Terms and
Conditions or (b) a customer which is affiliated with the customer
1.8 "Intellectual Property Rights' means all copyrights, patent rights, entity that signed these Lawson Master Terms and Conditions.
confidentiality rights, trade secret rights and trademark rights now 1.34 "Statement of Work" or "SOW" means the portion of the Agreement
known or created in the future. that describes the Services to be performed by Lawson for the
1.9 "Lawson" means each respective Lawson Group company that has Specified Customer identified in that Statement of Work and that
entered into the Agreement with Customer. describes one or more of the following: the main responsibilities of
1.10 "Lawson Competitor'' means a developer, licensor or provider of the parties, estimated time schedule for completion of project, project
software or services that directly competes with the then current scope and organization, change order process, and other project
Products or Services provided by Lawson Group. requirements.
1.11 "Lawson Documentation" means the Documentation for the 1.35 "Support Operations Handbook" means the Lawson-prepared
Lawson Products. document that describes the respective types and levels of
maintenance and support available for purchase by the applicable
1.12 "Lawson Group" means Lawson Software, Inc. and each of its
direct and indirect subsidiaries. Specified Customer for the Lawson-Maintained Products, as
amended by Lawson from time to time.
1.13 "Lawson Partnef means each entity that is then currently 1.36 "Taxes" means any value-added, sales, use, excise, goods and
appointed as a "Lawson Partner" by any Lawson Group company. services, withholding taxes, duties or other taxes, interest and
1.14 "Lawson-Maintained Products" means the unmodified Products or penalties that are levied or assessed by a governmental authority
Limited Offering that are specified as "LMP" in an applicable Order because of the Agreement, excluding: (a) taxes for which Customer
Fonn while eligible for Maintenance under Section 4 below. provides Lawson a valid tax exemption or resale certificate, (b) taxes
1.15 "Lawson Product" means each Product described in an Order based on Lawson Group's net income and (c) interest and penaties
Fonn, excluding Third Party Products. caused by Lawson Group and not Customer.
1.16 "License" is defined in Section 2 below. 1.37 "Third Party means the applicable owner or supplier of a Third Party
Product.
7.17 "License Term" means a perpetual period of time, unless a shorter
tens is specified in the applicable Order Forth or the License is 1.38 "Third Party Product' means each Product owned by a third party
terminated pursuant to the Agreement. and designated as a separate "Third Party Produd° in a POF and
delivered to the applicable Specified Customer under the
1.18 "Limited Offering' means software, maintenance and/or services Agreement, excluding third party Products that are designated in that
that are designated as "LO" in an Order Form. An Order Form may POF as embedded or included with a Product that is proprietary to
exclude a Limited Offering from the definition of a Produd, Lawson.
Maintenance and/or Service under the Agreement. 1.39 "User" means employees of the applicable Specified Customer or
1.19 "Mainstream Maintenance' is defined in Section 4.2(a) below. other natural persons who are authorized by that Specked Customer
1.20 "Maintenance` means the maintenance and support services to use the Products, Services Deliverables and Limited Offerings for
described in Section 4 below and in the then current Support the internal business of that Specified Customer, subject to the
Operations Handbook and purchased for the Lawson-Maintained Agreement.
Products listed in an Order Fonn by the Specified Customer listed 2 License Granted. Subject to the Agreement, when a Lawson Group
in that Order Fonn, excluding any Limited Offering maintenance or company and a Specified Customer sign an Order Fonn, that
support that is Nsted in an Order Form as not being "Maintenance." Lawson Group company hereby grants to only the Specified
1.21 "Maintenance Period' means: (a) the Initial Maintenance Period or Customer identified in that Order Fonn, throughout the License
(b) any renewal period of Maintenance under Section 5 below or Term, anon-transferable and non-exclusive license to that Specified
under the applicable Onler Fonn. Customer to use and allow that Specified Customers Users to use
1.22 `Maximum Use Designations" means the user limitation defined the respective Products, Service Deliverables and Limited Offerings
and shown in the Order Forth applicable to the Products, Services identified in that Order Fonn for up to the Maximum Use
or Service Deliverables. Designations identfied in that Order Fonn and only for the internal
business of that Specked Customer ("License°).
Customer Master T&C's -North America Page 2 of 6
Revised 2007 August 14
2 5A-4
Lawson Software Customer Agreement Master Terms and Conditions
2.1 Installation and Use. 2.5 Restrictions.
2.1.1 Unless otherwise authorized by Lawson In writing, only the 2.5.1 The Specified Customer identified in an Order Form may not
applicable Specified Customer, Lawson Group or a Lawson Partner transfer, rent, lease, redistribute or re-license the Products or
retained by that Specified Customer, may install or host the Service Deliverables or use the Products or Service Deliverables
Products, upgrades, enhancements and new Releases of the listed in that Order Forth to provide data processing, outsourcing,
Products, Service Deliverables and Specified Customer service bureau, hosting services or training to third parties. Customer
modifications of the Lawson Products and Service Deliverables will not disassemble, decompile, decode or reverse engineer the
listed in the Order Forth identifying that Specified Customer. Software, except as expressly permitted by applicable law.
2.1.2 The Specified Customer identified in an Order Forth or Statement 2.5.2 Only employees of Customer may attend Lawson training.
' of Work may use the Products and Services Deliverables listed in 2.5.3 Customer shall not directly or indirectly,expart the Products or
that Order Forth or Statement of Work only in accordance with the
Se i
Documentation. rvce Deliverables from the country of initial delivery by Lawson
without the prior written authorization of Lawson and compliance with
2.1.3 Customer must obtain applicable Third Party approval before applicable laws and regulations.
granting a Lawson Partner or third party permission to install, use 2,5.4 The restrictions in the Agreement concerning the use, confidentiality
or host Third Party Products on that Lawson PartnePs or third and export of the Products and Service Deliverables extend to an
party's hardware platform. Y
updates, upgrades, enhancements, Releases, or support materials
2.1.4 The License does not allow a Specified Customer identified in an related to the Products or Service Deliverables, and provided by
Order Forth to use source code unless the source code has been Lawson or its Third Parties.
delivered to that Specified Customer under either (a) that Order 2.5.5 Customer shall comply with applicable laws when using any
Forth or (b) a separate Escrow Agreement entered into by that Products, Services, Service Deliverables or Limfted Offerings.
Specified Customer. The applicable License govems the use of
any source code. The Escrow Agreement govems the use of any 2.5.6 Each Specified Customer is responsible for compliance with the
source code delivered under that Escrow Agreement. Agreement by each of its Users.
2.2 Software and Documentation Copies. 2.6 Country Versions. The Products licensed to the Specified
2.2.1 The Specified Customer identified in an Order Forth may copy the Customer identified in an Order Forth are the country version of the
Software listed in that Order Forth only for backup and archival Products only for the country(s) listed in that Order Forth. That
purposes. Specified Customer may, upon written request and payment of the
2.2.2 During the Maintenance Period and upon request and for a nominal applicable fees, license other thencurrently available country
handling charge, Lawson will provide additional copies of the versions of the Products under the then current terms and
Lawson Products listed in an Order Form (subject to the Maximum conditions. Lawson is not obligated to modify or develop software to
Use Designations shown in that Order Form) to the Specified meet any requirements of any country orjurisdiction.
Customer identified in that Order Fortin. 2.7 Verifications.
2.2.3 Customer may copy the Lawson Documentation and Service 2.7.1 If requested by Lawson, Customer will inform Lawson each calendar
Deliverables only for use with the applicable Software under the year of the countries where the licensed Products are located and
License. used.
2.2.4 Customer may not copy Documentation for Third Party Products 2'7.2 The Maximum Use Designations for each Product licensed under the
unless permitted by the applicable Third Party. Agreement are set out in the applicable Order Form.
2.2.5 Customer must retain and include on each copy of the Products 2'7.3 Customer acknowledges that some Products may contain software
and Service Deliverables, all titles, trademarks, and copyright and that will monitor the actual users and prohibit unauthorized use of the
restricted rights notices and Customer will document the number of Software.
copies. 2.7.4 After reasonable notice and request (and no more than once per
2.3 Third Party Products Sublicensed by Lawson. calendar year): (a) the Specified Customer identified in an Order
2.3.1 Third Party Products Sublicensed by Lawson may be used only Form will provide Lawson a verification of that Specified Customers
with the Products and the operating system/database shown in the compliance with the Maximum Use Designations listed in that Order
applicable Order Form. Forth and (b) Lawson, its Third Parties or their representatives may
inspect the location where the Products listed in that Order Forth are
2.3.2 Customer is responsible for licensing and paying for additional third installed to verify compliance with the Agreement, provided the
party products that may be required for use of upgrades, inspection is during normal business hours, complies with that
enhancements or new Releases of the Lawson-Maintained Specified Customer's confidentiality and securfty policies, and does
Products. not unreasonably interfere wfth that Specified Customer's business.
2.3.3 If the reseller agreement terminates between Lawson and a Third 2.7.5 The Specified Customer will promptly: (a) notify Lawson if it
Party for any Third Party Products listed in an Order Form: (a) the becomes aware that it has exceeded the Maximum Use
Specified Customer identified in that Order Forth may continue to Designations listed in an Order Form for that Specified Customer
use those Third Party Products under the License for the License and (b) pay Lawson the then current list price for those additional
Term and (b) that Third Party will continue to be a third party Maximum Use Designations plus applicable Taxes.
beneficiary to the Agreement and may enforce its rights under the 2,7.6 If Lawson teams that the Specified Customer has exceeded the
Agreement as the licensor of the applicable Third Party Product Maximum Use Designations listed in an Order Form for that
Sublicensed by Lawson to that Specified Customer. Specified Customer, and that customer has not previously paid
2.4 Modifications and Ownership. Lawson for that overage under Section 2.7.5 above, after notice from
2.4.1 Customer may modify the Lawson Products and Service Lawson that Specified Customer will promptly pay Lawson: (a) the
Deliverables only to the extent permitted under an Order Forth or then curtent list price for those additional Maximum Use
described in the Documentation for those Products. The Lawson Designations plus a 25% surcharge of that amount, plus applicable
Products listed in an Order Form may be used by the Specified Taxes and (b) the reasonable costs of conducting the verification
Customer identified in that Order Form or by Lawson Partners under Section 2.7.4 if the Maximum Use Designations were
retained by that Specified Customer to develop and use (for only exceeded by more than 5°/ .
the internal business of that Specified Customer) Software 2 7 7 Customer will not be entitled to a reduction or refund of any fees
interfaces. Subject to the License, Lawson and its Third Parties will because the number of actual users is less than the Maximum Use
continue to own all Intellectual Property Rights for the Products, Designations.
Services, Service Deliverables and any modifications of the
respective Products or Service Deliverables. Unless authorized by 3. Delivery and Installation.
separate agreement, Customer will not modify Third Party 3 1 Lawson will rom tl deliver to the S ecified Customer identfied in
Products. p p y p
an Order Forth one copy of the Products listed in that Order Forth.
2.4.2 The Agreement and Customer will not restrict Lawson Group's or Title to any delivered goods passes at place of shipment (subject to
its Third Parties' independent development, use or licensing of any the License), unless prohibited by applicable law.
type of software.
3.2 Except as otherwise agreed in an Order Forth, Customer is
2.4.3 If an Order Forth lists a Product for development and test use only, responsible, at Customer's expense, for installation of the Software
the Specified Customer identified in that Orcler Forth may use that and Service Deliverables, User training, data conversion,
Product for development and testing but not for production (unless implementation and other services.
that Specified Customer has licensed that Product separately for
production use). 4. Maintenance.
4.1 During the Maintenance Period, Lawson will directly or indirectly
provide to the Specified Customer identified in an Order Forth
Customer Master T&C's -North America Page 3 of 6
Revised 2007 August 14
25A-5
Lawson Software Customer Agreement Master Terms and Conditions
Maintenance for the Lawson-Maintained Products listed in that 5.2 After the Initial Maintenance Period (unless otherwise stated in an
Order Fonn. Unless othenwise stated in that Order Fonn, and Ober Forth), Maintenance for the Lawson-Maintained Products will
based on the type and level of Maintenance purchased, automatically renew for successive one year Maintenance Periods
Maintenance will include the following: so long as Lawson makes that Maintenance available to its
a) make available to the Specified Customer identified in that customers, unless the Specified Customer identified in the Order
Order Forth general technical information and assistance with Forth for those Products or Lawson notifies each other of non-
problem determination, isolation, verification and resolution renewal before the renewal date.
during the hours specified in the then curent Support 5.3 Lawson may consolidate the renewal date for Maintenance Periods
Operations Handbook; under one or more Order Forms into one Maintenance renewal date
b) correct programming errors in the Lawson-Maintained Products each year for Customer. If Customer has prepaid Maintenance fees
listed in that Order Forth to comply with the Product Warranty as of the consolidated Maintenance renewal date, Lawson will credit
under Section 7.1 below and allow the Lawson-Maintained the unearned portion of the prepaid Maintenance fees as part of the
Products, when property installed and configured (if not installed renewal Maintenance fees due on the next consolidated
and configured by Lawson), to operate matedally and Maintenance renewal date.
substantially as described in the Documentation for those 5.4 If Maintenance has terminated and Customer and Lawson desire to
Products, by providing that Specified Customer a program reinstate Maintenance, Lawson will promptly reinstate available
patch, update, new Release, or instructions for avoiding the Maintenance if Customer pays Lawson: (a) all outstanding invoices,
error, as determined by Lawson; and (b) the Maintenance fees for the next Maintenance Period, and (c) a
c) provide that Specfied Customer updates and new Releases of "Reinstatement Fee" equal to 2% of the then current list price for the
the same Lawson-Maintained Products listed in that Order Lawson-Maintained Products for each month not under
Forth when generally made available by Lawson for installation Maintenance.
and use by that Specfied Customer under the Agreement. 6. Services.
New Products require a separate Order Forth and are not provided as a new 6.1 Except as otherwise agreed in an applicable Order Forth, all
Release or as part of Maintenance for other Products. Services will be on a time and materials basis at Lawson's then
4.2 During each respective Maintenance Period, Lawson will provide current rates (the °Services Fees°) plus applicable Taxes, payable
Maintenance for: within 30 days after invoice date.
a) each Release of aLawson-Maintained Product for at least 36 6.2 The Services will be performed in the manner and under the terms
months after general availability of that Release ("Mainstream described in the relevant Statement(s) of Work.
Maintenance"); and 6.3 Lawson will select the personnel and provide the Services directly or
b) each Release of aLawson-Maintained Product for at least an through a subcontractor, and may reassign personnel if
additional 24 months after termination of Mainstream reassignment does not materially impede the performance or
Maintenance ("Extended Maintenance"). Extended schedule of Services.
Maintenance is subject to an addtional Maintenance fee, and 6.4 Except as otherwise agreed in an applicable Order Form, the
may exclude updates. Specified Customer identified in an Order Form will reimburse
4.3 Lawson will publish on its support website the scheduled Lawson for reasonable travel and out-of-pocket expenses incurred
termination date for Maintenance of each Release that has a when rendering on-site Services, Maintenance or Product Warranty
scheduled termination date. services for any Products listed in that Order Form.
4.4 Lawson will not materially degrade its Maintenance practices 6.5 Customer may elect to purchase installation, implementation and
during the Maintenance Period. other available Services directly from Lawson or a Lawson Partner.
4.5 Customer may elect to purchase at Customers expense from the 7. Warranties.
applicable Third Party available support for the Third Party
Products specified in an Order Form or Support Operations 7.1 Product Warranty. At the time of delivery of the Products listed in an
Handbook as not maintained or supported by Lawson ("No LM"). Order Forth, Lawson warrants that (the "Product Warranty'):
4.6 Unless otherwise described in an applicable Order Form, Lawson 7.1.1 Media. The media for those Products as provided by Lawson will be
does not maintain or support Service Deliverables or Products free of defects;
modified outside of Maintenance provided by Lawson. 7.1.2 Viruses. Before delivery of those Products by Lawson, Lawson will
4.7 Lawson Maintenance requires that: have used up-to-date, commercially available virus scanning and
cleaning, and will not have, based on the results of that scanning
a) Customer uses an Internet browser with access to the World and cleaning, delivered to the Specified Customer identified in that
Wide Web and an a-mail address to obtain Lawson Order Forth Products containing any computer viruses, time bombs,
Maintenance; harmful and malicious data, or other undocumented programs which
b) only persons trained by aLawson-certified trainer may access inhibit Product use; and
Lawson Maintenance; 7.1.3 Functionality. Those Products will include the functionality described
c) Customer provides Lawson reasonably available information in the Documentation for those Products.
and technical assistance; 7.2 Services Warranty. Lawson warrants that at the time of Services
d) he Products must be properly installed; delivery, the Services will be provided by trained personnel and in a
e) Customer complies with the Support Operations Handbook; professional manner using commeroially reasonable efforts.
7.3 THE WARRANTIES REFERENCED IN THE AGREEMENT ARE
f)the Specified Customer for the Lawson-Maintained Products listed MADE SOLELY BY LAWSON AND ARE IN LIEU OF ALL OTHER
in an Order Forth uses those Products only on the operating WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED
system/database and in the technical environment shown in WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
that Order Forth or applicable Documentation; and PARTICULAR PURPOSE. Lawson does not warrant that the
g) Customer uses the Products in accordance with the Products, Services, Service Deliverables or Limited Offerings are
Documentation. free of nonmaterial defects or will meet the specific requirements or
4.8 If Lawson reasonably determines that a Customer-reported needs of Customers business (whether or not those requirements
problem is (1) not caused by the Lawson-Maintained Products, (2) and needs are known to Lawson).
due to Customers modification of the Products or noncompliance 8. Customer's Remedies.
with the Documentation or the then curtent Support Operations
Handbook, or (3) due to Customers lack of training on the 8.1 Customers exclusive remedies for Lawson Group's breach of the
functionality or use of the Products, and Lawson is reasonably able Product Warranty or a Maintenance default are as follows:
to correct the problem at Customers request, then Customer will a) Lawson will provide Maintenance (if purchased by Customer) to
reimburse Lawson for handling that problem at Lawson's then repair, replace or furnish an upgrade of the Lawson-Maintained
curtent rates. Products to enable those Products or upgrade of those Products
5. Maintenance Renewal and Reinstatement. to comply with the Product Wartanty and Section 4 above; and
5.1 Before each renewal date of the Maintenance Period, Lawson will b) if Lawson does not comply with Section 8.1 (a) above within the
provide to the Specified Customer for the Lawson-Maintained Cure Period, Customer may recover direct damages for the
Products listed in an Order Forth an invoice for the Maintenance Lawson-Maintained Products subject to the damage claim,
fees for those Products for that renewal period, plus applicable including up to a refund of the License fees or Maintenance Fees
Taxes. paid by Customer to Lawson for those Products, subject to the
time periods and limitations described in Section 15 below.
Customer Master T&C's -North America Page 4 of 6
Revised 2007 August 14
25A-6
Lawson Software Customer Agreement Master Terms and Conditions
8.2 Customers exclusive remedies for breach of the Services Warranty c) gives Lawson all available non-pdvileged information reasonably
or a Services default are as follows: requested by Lawson concerning the suit orclaim;
a) Lawson will re-perform those Services at no add'Rional charge d) does not make any admissions that prejudice, or might prejudice
within the Cure Period; and the defense; and
b)rf Lawson does not complete that re-performance within the e) has used the Products in compliance with the Agreement,
Cure Period, Customer may recover direct damages, including complies with this Section 11 and reasonably cooperates wkh
up to a refund of the Services Fees paid by Customer to Lawson in the defense (Lawson wig reimburse Customers
Lawson for those Services not re-performed and timely cured, reasonable out-of-pocket costs of that requested cooperation).
subject to the limitations described in Sedien 15 below. 11,2 Customer may also retain legal counsel to participate in the defense
8. Lawson's Remedies. of a claim under this Section 11. Lawson will reimburse Customer for
the reasonable fees and expenses of Customer's legal counsel only
9.1 Upon request, Customer will provide Lawson sufficient financial if Lawson fails to continue to retain legal counsel as required by this
information to enable Lawson to determine Customer's Section 11.
creditworthiness. Lawson may withhold delivery of any Products or
Services pending credit approval by Lawson. 11.3 If the Products or Service Deliverables are held or are reasonably
believed by Lawson to infringe under this Section 11, Lawson will at
9.2 Lawson may suspend or terminate Maintenance and/or Services at its expense and to the extent commercially reasonable, modify or
any time if all Lawson invoices, that are then due and payable, are replace the applicable Products or Service Deliverables to be non-
not paid within 15 days after notice of late payment. infringing and with similar fundionality, or obtain permission for
9.3 Late a ents will bear interest at the lesser of 8% r Cus om r
P Ym pe annum or t e to continue using the Products and Service Deliverables
the maximum annual rate allowed by applicable law. under the License.
9.4 Lawson may terminate the License, the Agreement or any Order 11.4 Lawson will have no obligations or liability for any suit or claim of
Forth if any undisputed invoices are not paid by Customer within 15 infringement based on Customer's use of a superseded or
days after notice of late payment or if Customer does not cure any Customer-akered Release of the Products or Service Deliverable to
other material breach of the Agreement within 90 days after notice the extent that the obligation or liability would have been avoided by
of breach. the use of a then current Release of the Products or Service
9.5 Lawson may immediately terminate the Agreement or portion of the Deliverable which Lawson provides to Customer.
Agreement to the extent that it becomes illegal for the Lawson 11.5 If Lawson determines that the remedies in this Section 11 are not
Group to conduct business with Customer. commercially and reasonably possible and a court orders or is
9.6 Customer will promptly destroy or return to Lawson all Products reasonably likely to order Lawson to terminate the Agreement to the
and Service Deliverables if the License and the Agreement extent it relates to the infringing Product or Service Deliverable:
terminate as described in Sections 9 or 17.2 (Third Party Products a) Lawson will pay Customer, as Customer's sde and exdusive
must be returned to Lawson upon termination of the License). remedy against Lawson (other than indemnification by Lawson
under this Section 11) an amount equal to the License fee paid
10. Confidential Information. under the Agreement for the infdnging Product and Service
10.1 "Confidential Information" means objed code, source code and Deliverable and any other Product(s) and Service Deliverable(s)
benchmark tests for the Products and Service Deliverables, Limited that become substantially unusable because of the infringement
Offering software, pricing, non-standard Lawson contract terms, less the cumulative depreciation of those Produds and Service
Customer financial information, data and all other information Deliverables based on a six (6) year straight line depreciation
reasonably believed to be confidential, but excludes: commencing one (1) year after the initial date of the License for
a information made available to the those Products and Service Deliverables; and
general public without
restddion by the disclosing Party or by an authorized third b) Customer will cease to use and will return to Lawson such
party; Product(s) and Service Deliverable(s).
b) information known to the receiving Party independent of 11.6 Customer will reasonably cooperate wkh Lawson to mitigate
disclosures by the disclosing Pally; infringement damages.
c) information independently developed by the receiving Party 12. Insurance. While Lawson is rendering any on-site Maintenance or
without access to or use of the disdosing Partys Confidential Services, Lawson will maintain comprehensive general liability
Information; or insurance for bodily injury and damage to tangible property, with
d) information that the receiving Party may be required to disclose coverage of at least $1,000,000 USD per occurrence, with a general
pursuant to a valid and enforceable subpoena or other lawful aggregate limit of at least $2,000,000 USD.
process. The receiving Party will immediately notify the 13. No Hire of Certain Lawson Employees. Customer agrees that until
disclosing Party of any obligations to disclose under this Section one year after the later of (a) the termination of the Maintenance
10.1 (d) so that the disclosing Party can appear and prated its period or (b) the completion of Services, Customer will not hire,
interests. Customer's Confidential Information also excludes employ, retain (diredly or indiredly), or contrad for services direct)
any new features or functionality suggested by Customer for the Y
Produds orService Deliverables. with any current employee of the Lawson Group who is or has been
working in any capacity with Customer, and whose services have
10.2 The Parties will use reasonable efforts to keep each other's been invoiced to Customer, without receiving prior written consent
Confidential Information secret and will use that information only to from Lawson. If Customer violates this Sedion 13, Customer agrees
fulfill the rights and obligations underthe Agreement. to pay to Lawson as liquidated damages a fee of 100% of such
10.3 Either Party may disdose in confidence the other Party's Lawson employee's annual compensation in effect at the time of
Confidential Information on a need-to-know basis to other persons, such employee's severance of employment with Lawson, as
and the Party making that disclosure will be responsible for that evidenced by a copy of such employee's most recent payroll record.
person's compliance with the Agreement. 14. Force Majeure.
10.4 The Parties will have the right of injunctive relief to maintain 14.1 Neither Party will be in default of its obligations under the Agreement
compliance with this Sedion 10 and prevent unauthorized or liable to the other for any noncompliance arising from causes
disclosure, use or export of the Products, Service Deliverables,
Limited Offerings or other Confidential Information. beyond the reasonable control of the Party, including, without
limitation, fires, floods, natural disasters, communication failures and
11. Infringement Indemnity and Remedies. other equipment or telecommunication problems.
11.1 Lawson will, at its expense, retain legal counsel and defend any 14.2 Each Party will use reasonable efforts to resolve promptly any type
suit or claim brought against Customer and will indemnify of force majeure event described in Section 14.1.
Customer against any third party damage claims that the Produds 15. Limitations of Liability.
or Service Deliverables as licensed and delivered by Lawson
infringe any third partys Intellectual Property Rights, only if 15.1 In no event will Lawson, Lawson Group, Third Parties or
Customer. Customer be liable for indirect, incidental, punitive, exemplary,
a) promptly notfies Lawson after Customer learns of the suit or special or consequential damages, or damages for loss of
claim, and no delay by Customer in providing that notice Profits, revenue, data or use, incurred by either Party, whether
materially prejudices the rights of Lawson; in contract or tort, even if the other Party has been advised of
the possibility of such damages. Neither Party will seek or apply
b) gives Lawson authority to defend or settle the suit or claim for such damages.
(provided that Lawson does not agree to any settlement that 15.2 Other than indemnification b Lawson for third y
materially prejudices Customer); under Section 11 above or bodily Injury or direct damaage to real
Customer Master T&C's -North America Page 5 of 6
Revised 2007 August 14
25A-7
Lawson Software Customer Agreement Master Terms and Conditions
or tangible personal property to the extent caused by 19.2 Other communications may be delivered by fax, a-mail or other
Lawson's gross nsgligenca, Lawson, Lawson Group and Its written means.
Third Parties' aggryats and cumulathra flabllity for damages
to Customer: 20. General.
a) for the Products, the Product Warranty or Maintenance, 20.1 All services provided by Lawson will be provided as an independent
whether in contract or tort, will be limited to actual direct contractor, and neither Party will be, or represent itself to be, the
money damages in an amount not to exceed: (1) franchiser, franchisee, agent, legal representative or fiduciary of the
theLicense fees paid by Customer to Lawson for the other Party.
Products subject to the damage claim if Customer notifies 202 The Agreement may be amended only in writing signed by the
Lawson of the claim within one year after the date of the Parties, except that Lawson may upon notice to Customer and
earliest Order Form for those Products or (2) the most without Customers signature, amend an Order Form to eorect
recent annual Maintenance fees paid by Customer to errors without increasing the License fees or Services rates.
Lawson for the Products subject to the damage claim if 20.3 The Agreement contains the complete agreement with Customer
Customer notifies Lawson of the claim more than one year 9 y products, software, maintenance or services
after the date of the earliest Order Forrn for those Products concemin an
sub ect to the dame a claim• provided by any Lawson Group company. The Agreement
J g
supersedes all purchase orders, prior agreements, representations,
b) for the Services and Services Warrant wheth r
y, a In
statements, requests for proposal, proposals, negotiations,
contract or tort, will be limited to actual direct money understandings and undertakings concerning any products,
damages in an amount not to exceed the Services Fees software, maintenance, service, Service Deliverable or Limited
paid by Customer to Lawson for the Services subject to the
1
Offering.
damage claim during the one year period prior to Customer 20.4 The Agreement will commence into force on the date that Lawson
notifying Lawson of the claim; and signs the Agreement and will continue in force until the Parties agree
c) for any Limited Offering, whether in contract or tort, will be otherwise or the Agreement is terminated in writing in accordance
limited to actual direct money damages in an amount not with the provisions of the Agreement.
to exceed any fees paid by Customer to Lawson for that 20.5 Sections 1, 7.3, 9, 10, 11, 13, 14, 15, 17, 19, 20, 21 and 22, and the
Limited Offering during the one year period prior to rovisions of the A reement concemin
Customer notifying Lawson of the claim. p 9 g protection of Intellectual
Property Rights, will survive any termination or expiration of the
15.3 The limitations of liability in Section 15 apply to Lawson Group Agreement.
in the aggregate and are not additive among each Lawson
Group company. 21. Governing Law and Dispute Resolution. '
15.4 The Parties will each use reasonable efforts to mitigate their 21.1 The Agreement is governed by Minnesota law (without regard to
damages. conflicts of laws principles). All of the terms of the Agreement shall
15.5 Section 15 describes the agreed allocation of risk. be enforceable to the full extent allowed by Minnesota law. If
Minnesota law changes in any manner contrary to the express terms
16. Source Code Escrow. Unless an Order Form specifies delivery of of the Agreement, those changes will not govern the Agreement to
source code fora Product, all Products will be provided in object the extent that those changes can be lawfully waived by contract.
code only to the Specified Customer identified in an Order From. 212 Promptly after the written request of either Party, each of the Parties
During the Maintenance Period, the Specified Customer identified will appoint a designated representative to meet promptly in person
in an Order Form may elect to become a beneficiary under the or by telephone to attempt to resolve in good faith any dispute
applicable Escrow Agreement between Lawson Group and its concerning Lawson's invoices, the Products, Maintenance, Services,
escrow agent for the Lawson Products delivered by Lawson in a Limited Offering or the Agreement. If the designated
object code only under that Order Form (excluding Third Party representatives do not resolve the dispute, then either Party may
Products) by: (1) signing the applicable acceptance form provided request that an officer of Lawson and an officer of Customer meet
by Lawson and (2) paying the escrow agent all initial and renewal promptly in person or by telephone to review and attempt to resolve
escrow fees. The License and the Escrow Agreement govern any the dispute in good faith.
Product source code provided to Customer under the Escrow 21 3 Unless prohibited by applicable law, Lawson and Customer each
Agreement.
waive their right to a trial by jury for any disputes between the
17. Assignment. Parties.
17.1 Customer may not assign the License or the Agreement, or transfer 21.4 No Iftigation, arbitration or other action relating to the Products,
any rights or obligations under the Agreement. Maintenance, Services, Limned Offering, Lawson's invoices or the
17.2 If a Lawson Competitor acquires a controlling interest in the capital Agreement may be brought: (a) if the injured Party has not
stock or assets of Customer or Customers successor, Lawson may participated or agreed to participate in the meetings described in
elect to terminate the Agreement upon notice to Customer and Section 21.2 above or (b) if the cause of action has been known by
shall have no refund obligations to Customer. the injured Party more than 2 years.
17.3 Lawson Group may transfer the right to receive payments under 21'5 Each Party will pay (without reimbursement) its own legal fees and
the Agreement. expenses incurred in any dispute.
17.4 Lawson Group may transfer the Agreement in connection with a 21.6 The Parties must comply wfth this Section 21 for any dispute.
merger, reorganization, sale or transfer of all or substantially all of 22. United States Government Restricted Rights. If the Products or
the assets of Lawson Group or its applicable operating subsidiary Service Deliverables are acquired by or for the United States ("U.S.")
or division. Government or by a U.S. Government prime contractor or
17.5 Any assignment or transfer in violation of this Section 17 is void. subcontractor (at any tier), then the U.S. Government's rights in the
Products and Service Deliverables will be only as set forth in the
18. Publicity. Agreement. This Section 22 is in accordance with 48 CFR 227.7201
18.1 Efther Party may (in any presentations, press release, advertising through 227.7202-4 (for Department of Detense (DOD) acquisitions)
or publicly-disseminated materials) refer to the other Party, to the and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions), and
Products and Services acquired by Customer, or to background other applicable sections of the U.S. Code of Federal Regulations
information, including, far example: Lawson competitors and then in effect.
competing products considered by Customer, net value of the
Agreement, and Customer business needs and reasons for (End of Lawson Software Customer
selecting Lawson and the Products. Agreement Master Terms and Conditions)
18.2 Pricing and non-standard Lawson contract terms will remain
confidential under Section 10 above.
19. Notices.
19.1 All notices required under the Agreement must be in writing and
delivered electronically or by other method providing for proof of
delivery, to the atterMion of the Party's president or managing
director, at the address on the applicable Order Form (unless a
different recipient or address has been designated by notice to the
other Party).
Customer Master T&C's - Nor[h America Page 6 of 6
Revised 2007 August 14
25A-8
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