HomeMy WebLinkAbout2010-02-16; City Council; 20118; Purchase Human Capital Management System SoftwareCITY OF CARLSBAD - AGENDA BILL
DEPT. DIRECTOR,^
CITY ATTORNEY
CITY MANAGER
AB# 20,118
MTG. 2/16/10
DEPT. IT
APPROVAL OF AGREEMENT FOR
PURCHASE OF HUMAN CAPITAL
MANAGEMENT SYSTEM (HCMS)
SOFTWARE
RECOMMENDED ACTION:
Adopt Resolution No. 2010-024 approving the agreement with Lawson Software
Americas, Inc. for the purchase of a Human Capital Management System (HCMS).
ITEM EXPLANATION:
On January 12, 2010, Council authorized staff to negotiate contracts with vendors for the
purchase and installation of Human Capital Management System (HCMS) software. After a
request for proposal and detailed system selection process Lawson Corporation's Human
Resources Suite was selected. The Human Resources Suite integrates the processes
associated with the entire employment life cycle - from application for a City position to the
end of employment. The Human Resources Suite is a comprehensive automated human
capital management software system, which, when implemented, will eliminate redundant
payroll and human resource methods currently impeding the efficient and cost effective
operations. Staff recommends entering into an agreement with Lawson Software Americas,
Inc for the licensing of a human capital management system.
FISCAL IMPACT:
The cost of the software is $292,311. On January 12, 2010, the City Council authorized staff
to transfer funds from the Technology Innovation Fund to the General Capital Construction
(GCC) Fund for the HCMS project. Therefore, no new funding is needed for this purchase,
and subsequent agreement. Funding for the ongoing maintenance and support of the system
(including upgrades) will be funded with savings derived through future eliminated full-time
positions City-wide as a result of the efficiency improvements.
ENVIRONMENTAL IMPACT:
This action does not constitute a project as defined under CEQA (California Environmental
Quality Act) pursuant to CEQA regulation 15060c(3).
EXHIBITS:
1. Resolution No. 2010-024
2. Lawson Software Product Order Form
3. Lawson Software Customer Agreement Master Terms and Conditions
4. Lawson Software Addendum to Software Customer Agreement
DEPARTMENT CONTACT: Gordon Peterson 760-602-2454 Gordon.Peterson@Carlsbadca.gov
FOR CITY CLERKS USE ONLY.
COUNCIL ACTION: APPROVED
DENIED
CONTINUED
WITHDRAWN
AMENDED *
D
Dn
CONTINUED TO DATE SPECIFIC
CONTINUED TO DATE UNKNOWN
RETURNED TO STAFF
OTHER -SEE MINUTES
D
D
D
D
1 RESOLUTION NO. 2010-024
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
2 CARLSBAD, CALIFORNIA, APPROVING AN AGREEMENT
WITH LAWSON SOFTWARE AMERICAS, INC. FOR
3 PURCHASE OF A HUMAN CAPITAL MANAGEMENT
4 SYSTEM (HCMS)
5
6 WHEREAS, on January 12, 2010, Council authorized the purchase and
7 installation of a Human Capital Management System (HCMS); and
° WHEREAS, the proposed Lawson Human Resources Suite is a comprehensive
9 automated human capital management software system; and
10
WHEREAS, when implemented and fully operational the human capital
11
management system will eliminate redundant payroll and human resource methods
12
thereby increasing efficiencies and cost effectiveness; and
WHEREAS, on January 12, 2010, sufficient funds were transferred from the
Technology Innovation Fund to the General Capital Construction (GCC) Fund for the
16 HCMS project and, therefore, no new funding is required.
17 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
18 Carlsbad, California, as follows:
19 1. That the above recitations are true and correct.
20
2. That the fees paid for the Lawson Human Resource Suite is $292,311, and
21
shall be as described in the contract between the City of Carlsbad and
22
Lawson Software Americas, Inc.
24
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PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council
of the City of Carlsbad on the 16th day of February, 2010, by the following vote to wit:
AYES: Council Members Lewis, Kulchin, Hall, Packard, Blackburn
NOES: None
ABSENT: None
OJDE A LEWIS, Mayor
ATTEST:
cJV
LORRAINE Mr0V0OD,<aity Clerk
Karen R. Kund^/^sistant city Clerk
(SEAL)
LAWSON
PRODUCT ORDER FORM
Lawson Software Customer Agreement
Agreement No: 00002517.0
This Product Order Form and the attached Schedules ("POP") is entered into by the Lawson Group company
named below 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 POP 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 POP supplement the definitions in the Lawson Master Terms and Conditions. If any terms of
this POP conflict with the Lawson Master Terms and Conditions, this POP governs that conflict for only the
Products listed in this POP.
The Schedule(s) to this POP lists each of the Products Licensed to Customer under this POP, and Schedule 1 to
this POP describes additional applicable terms. Certain Products may have additional usage restrictions as
described in the Schedule(s) to this POP for that Product.
Customer Entity Name:
Address:
City:
State/Zip or Province/Postal Code:
Country:
City Of Carlsbad
1635 Faraday Ave
Carlsbad
California
92008
United States
Lawson must receive an original manually signed Customer signature on this POP, unless Lawson elects to
accept a copy of this POP 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.
utnofizea Signature)
Claude A. Lewis
(Printed Name)
Mayor, City of Carlsbad
(Title)
(Date)
Approved As To Form
Paul EdHloBsoQ, Deputy ^Assistance City Attorney
Product O'cer for.-'. - hng isn
Revisec Septemoer '8, 2008,
Last Lpcsre Seo:e-roe- 28, 2009
Page ' of A
Schedule 1 to
PRODUCT ORDER FORM
1. 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 POP. All
Products licensed under the Lawson Software Customer Agreement to Customer must have the same
maintenance level.
2. Payment Terms. Customer shall pay all net license fees listed in the Schedule(s) to this POP and all
Maintenance Fees for the Initial Maintenance Period, plus applicable Taxes, within 60 days after the
invoice date.
3. Maintenance Terms and Fees for the Lawson-Maintained Products listed in the Schedule(s) to this POP.
3.1 Initial Maintenance Period. If the Lawson-Maintained Products are delivered on or between June 1 and
February 28/29, the "Initial Maintenance Period" for those Products will commence on delivery and end
on the first May 31st that occurs after delivery. If the Lawson-Maintained Products are delivered on or
between March 1 and May 31, the "Initial Maintenance Period" for those Products will commence on
delivery and end on the first May 31 st that occurs more than 1 1 months after delivery.
3.2 Maintenance Fees for Initial Maintenance Period. Unless otherwise stated in this POP, the annualized
"Maintenance Fees" for the Initial Maintenance Period for the maintenance level specified in Section 1
above are: (a) 20.00% of the total Net Lawson license fee listed in the Schedule(s) to this POP 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 POP for each Lawson-Maintained Product that
is a Third Party Product.
3.2.1 Maintenance Fee for the PFI Initial Maintenance Period. The annualized Maintenance Fee for the PFI
Product for the Initial Maintenance Period is the greater of $17,200 or 20% of the PFI net license fee
listed in the Schedule(s) to this POP. If Customer has previously licensed any Products that are
superseded by the PFI Product, any prepaid unearned Maintenance Fees for those superseded Products
(excluding Third Party-owned Products) shall be applied to the Maintenance Fee for the Initial
Maintenance Period for the PFI Product.
3.2.2 Maintenance Fees for Initial Maintenance Period for Lawson System Foundation (LSF). The annualized
Maintenance Fees for the Initial Maintenance Period for the maintenance level specified in Section 1
above for each Lawson System Foundation (LSF) Product listed in the Schedule(s) to this POF is the
greater of (a) $1 5,000 or (b) 20% of the aggregate net Lawson License Fee for each LSF Product.
3.3 Maintenance Fee for First Annual Renewal of Maintenance. For the first 12 months of renewed
Maintenance at the same maintenance level specified in Section 1 above (after the Initial 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 3.00% increase, and will be payable 30 days before renewal.
3.4 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 renewal 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 4.00 percent 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 5.00 percent 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 the Maintenance Fee for
First Annual Renewal of Maintenance section. Annual Maintenance Fees are payable 30 days before
renewal each year.
4. POF Definitions. The following definitions supplement the definitions contained in the Lawson Master
Terms and Conditions:
4.1 "LMP" or "Lawson-Maintained Products" means the Products listed in the Schedule(s) to this POF that
are initially eligible for Maintenance from Lawson.
4.2 "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.
Product Orcer Form - English
Revised September 18, 2008
Last Update Sepierbe- 28 2009
Page 2 of 4
Schedule 1 to
PRODUCri ORDER FORM
4.3 "No IMP" means a Product that 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 Schedule(s) to this POP.
4.4 "TP-LMP" means a Third Party Product maintained by Lawson at the Bronze level for only the Initial
Maintenance Period. After the Initial Maintenance Period, Maintenance for that Product will be assigned
or subcontracted to, and performed and invoiced by the applicable Third Party Supplier.
4.5 "Products" means the Software described in the Schedule(s) to this POP and the Documentation for that
Software.
4.6 "S" means source code is delivered with the Product.
4.7 License Term. Unless otherwise specified in the Schedule(s) to this POP, the "License Term" is
perpetual for the Products listed in the Schedule(s) to this POP.
4.8 The following definitions are interchangeable in any prior document that is part of the Lawson Software
Customer Agreement: (a) "Client" and "Customer," (b) "Support" and "Maintenance" and (c) "LSP" and
"LMP" (Lawson Maintained Product).
5. Maximum Use Designation Definitions. The respective Maximum Use Designations listed in the
Schedule(s) to this POP are defined as follows:
S3 Definitions
5.1 "MCPU" means "Maximum Central Processing Units," which is the maximum number of central
processing units available to the operating system(s) and hardware platform(s) on which the
corresponding Software designated as "MCPU" (if any) in the Schedule(s) to this POP may be installed
and/or run.
5.2 "MCPUC" means " Maximum Central Processing Unit Core" which is the maximum number of
independent processing units (cores) in the central processing unit(s) available to the operating system(s)
and hardware platform(s) on which the corresponding Software designated as "MCPUC" (if any) in the
Schedule(s) to this POP may be installed and/or run.
5.3 "MP" means "Maximum Persons," which is the maximum number of persons deriving benefit from the use
of the Products designated as "MP" (if any) in the Schedule(s) to this POP, including without limitation
any person for whom data is maintained using those Products (for example, full time and part time
employees, volunteers, pensioners, temporary workers, seasonal workers, contractors and consultants).
5.4 "MS" means "Maximum Servers," which is the maximum number of physical hardware servers on which
each Product designated as "MS" (if any) in the Schedule(s) to this POP, may be installed.
5.5 "MUC" means "Maximum Users Concurrent," which is the maximum number of individuals authorized by
Customer to be the number of peak simultaneous users running any on-line program within an
application, designated as "MUC" (if any) in the Schedule(s) to this POP.
5.6 "MUN" means "Maximum Users Named," which is the maximum number of individuals ("Named Users")
that may be authorized by Customer to use the respective specific Product designated as "MUN" (if any)
in the Schedule(s) to this POP, regardless of whether the individual is actively using the Product at any
given time. A Named User of one Product designated as MUN may not use other Products designated
as MUN, unless Customer has obtained a License for that Named User to use each of those specific
Products designated as MUN.
5.7 "MUS" means "Maximum Users Seats," which is the maximum number of Customer's workstations on
which the Products may be installed, designated as "MUS" (if any) in the Schedule(s) to this POP.
6. Non-Production Use of Certain Products.
6.1 Development/Test and Training. The following applies to any Lawson Products (excluding System
Foundation) listed on the Schedule(s) to this POP: (a) Customer may install those Products on one
development/test server and on one training server (in addition to the licensed production server(s)), (b)
Customer may allow up to 10 Users (in addition to the maximum number of Users shown on the
Schedule(s) to this POP) to use those Products for development and testing, with a database that is
separate from any production database and (c) Customer may allow its Users (within the Maximum Use
Designations) to use those Products for training. System Foundation Products and Third Party Products
are licensed separately for development/testing and training, and may be used for development/testing
and/or training only if designated for that purpose in a Schedule to a POP.
Product Order Form - English
Reviseo September 18, 2008 Page 3 of 4
Last Update Septembe- 28, 2009
Schedule 1 to
PRODUCT ORDER FORM
6.2 Disaster Recovery and Failover. If any Products listed in the Schedule(s) to this POP are designated
as "Disaster Recovery" or "Failover," Customer may: (a) install those Disaster Recovery Products on only
one Disaster Recovery server and install those Failover Products on only one Failover server, (b) use the
Disaster Recovery Products and the Failover Products to test those servers, and (c) use the Disaster
Recovery Products and the Failover Products in production, only as long as the primary production
system is inoperable.
Product O'der Form - English
Revised Septembe' 18. 2008
Last Update Septe-ber 28, 2009
Page t of 4
Schedule 2 to
Product Order Form
Schedule (S3&SHCM)
Agreement Number:
Customer Entity Name:
Address:
City:
State/Zip or Province/Postal Code:
Country:
Client ID:
City of Carlsbad
1635 Faraday Ave
Carlsbad
CA 92008
USA
[Currency in this schedule:USD
The following Products, Users, Servers or CPU's shall be added under the Agreement as listed below:
[[SECTION 1.0: PRODUCT ==
THE PRODUCTS BELOW ARE RESTRICTED TO INSTALLATION AND
USE ON ONLY THE PLATFORM TECHNOLOGY INDICATED IN SECTION 1.1 OF THIS SCHEDULE
Product
Description
Sys
ID
Max Use Designation
Type Qty
SW
Code
Maintenance
Type
Lawson
License Fee
Third Party
License Fee
Lawson Business Process Management
ProcessFlow Integrator
Design Studio - Production Server [Restricted to (1) server]
Product
Description
PFX
XMLT
Sys
ID
MCPUC
MUN
8
5
Max Use Designation
Type Qty
S
SW
Code
LMP
LMP
Maintenance
Type
40,000
37,500
Lawson
License Fee
Third Party
License Fee
Lawson Enterprise Performance Management
Lawson Business Intelligence (named-user based)
Incl.: Crystal Reports Server XI R2 Embedded Edition
Crystal Reports XI (3 users)
[CRAS_ and CRR_- Third Party Owned - Restricted license for use with Lawson
Business Intelligence (any data source) only]
Business Objects Xcelsius Engage
[Third Party Owned - Restricted license for use with Lawson Business Intelligence {any
data source) and/or other Lawson Applications only]
Lawson Add-ins for Microsoft Office
LBINF
CRASN
CRRN
CXENC
MOA
MUN
MCPU
MUN
MUN
MUN
20
[2]
[3]
[1]
20
LMP
LMP
LMP
LMP
46,000
20,000
SECTION 1.1- ADDRESS & PLATFORM TECHNOLOGY FOR PRODUCTS LISTED IN SECTION 1.0
[Specific Operating System Release & Release level required for delivery of
products]Server Address/Location
SAME AS ABOVE
SAME AS ABOVE
SAME AS ABOVE
HW Operating System
HP-UX PA-RISC
HP-UX PA-RISC
HP-UX PA-RISC
OS Rel. level Database
(S3SHCM_CNFICv1.5.3)1/25/2010 1 of 3
Schedule 2 to
Product Order Form
THE PRODUCTS BELOW ARE RESTRICTED TO INSTALLATION AND
USE ON ONLY THE PLATFORM TECHNOLOGY INDICATED IN SECTION 2.1 OF THIS SCHEDULE
The following Products, Users, Servers or CPU's shall be added under the Agreement as listed below:
[[SECTION 2.0: PRODUCT ||
Product
Description
Sys
ID
Max Use Designation
Type Qty
sw
Code
Maintenance
Type
Lawson
License Fee
Third Party
License Fee
Lawson Human Resources Suite
Human Resources Management
North American Payroll
Employee & Manager Self Service
HUM
PAYNA
SHRP
MP
MP
MUN
1100
1100
1100
s
s
s
LMP
LMP
LMP
70,800
70,800
53,125
[[SECTION 3.0 - Third Party Products
Product
Description
Sys
ID
Max Use Designation
Type Qty
SW
Code
Maintenance
Type
Lawson
License Fee
Third Party
License Fee
Micro Focus ServerExpress (Unix)
[(Third Party-Owned) Micro Focus products are restricted to use with the products under
the agreement]
Micro Focus ServerExpress Compiler (PRODUCTION)
Micro Focus ServerExpress Application Runtime (PRODUCTION)
Micro Focus ServerExpress Compiler (DEVELOPMENTH"EST)
Micro Focus ServerExpress Application Runtime (DEVELOPMENT/TEST)
Micro Focus ServerExpress Compiler (DISASTER RECOVERY)
Micro Focus ServerExpress Application Runtime (DISASTER RECOVERY)
MSC
MSX
MSC
MSX
MSC
MSX
MUC
MUC
MUC
MUC
MUC
MUC
1
20
1
10
1
20
LMP-REQ'D
LMP-REQ'D
LMP-REQ'D
LMP-REQ'D
LMP-REQ'D
LMP-REQ'D
3,800
3,200
3,800
1,600
N/C
NIC
[[Address At Which Server Portion Of Products Are Installed:
[Specific Operating System Release & Release tevel required for delivery of
products]
Micro Focus (PRODUCTION)
Micro Focus (DEVELOPMENT/TEST)
Micro Focus (FAILOVER)
Server Address/Location
SAME AS ABOVE
SAME AS ABOVE
SAME AS ABOVE
Product
Description
Sys
ID
HW Operating System
HP-UX PA-RISC
HP-UX PA-RISC
HP-UX PA-RISC
Max Use Designation
Type | Qty
SW
Code
Maintenance
Type
OS Rel. level
Lawson
License Fee
Database
Third Party
License Fee
BSI Tax Service (Third Party-Owned)
BSI TaxFactory
[Operating System Version):
BSIF
BSIF
MP | 1100
#
No LMP 12,240
(S3SHCM_CNRCv1.5.3)1/25/2010 2 of 3
Schedule 2 to
Product Order Form
(SECTION 4.0 - LSF PRODUCT LISTING
Product
Description
Sys
ID
Max Use Designation
Type Qty
SW
Code
Maintenance
Type
Lawson
License Fee
Third Party
License Fee
System Foundation
Lawson System Foundation - PRODUCTION
Third Party IBM Products - Restricted Use (Product Warranty requires that
incl.: Specified Customer complete the compulsory training necessary for this
Product's use).
Lawson System Foundation - For use:
LSF for use with LBI
LSF for use in Test/Development/Training
LSF
LSF
LSF
MCPUC
MCPUC
MCPUC
8
2
2
LMP-REQ'D
LMP-REQ'D
LMP-REQ'D
71,500
N/C
N/C
SECTION 4.1 - ADDRESS & PLATFORM TECHNOLOGY FOR PRODUCTS LISTED IN SECTION 4.0
LSF for use (Y/N):
Y
Y
Y
Y
LSF for use in PRODUCTION
LSF for use with LBI
LSF for use in Test/Development
LSF for use in DISASTER RECOVERY
Server Address/Location HW Operating System
HP-UX PA-RISC
Windows
HP-UX PA-RISC
OS Rel. level Database
HSECTION 5.0 - LICENSE FEES PAYABLE FOR THIS SCHEDULE:
Third Party
License Fee
Lawson
License Fee
FEES PAYABLE
1. Gross License Fees:
2. Net License Fees Total 1.0, 2.0 and 3.0
3. Net License Fees for LSF section 4.0
TOTAL LICENSE FEES PAYABLE
(S3SHCM_CNFICv1.5.3)1/25/2010 3 of 3
LAWS*N
LAWSON SOFTWARE CUSTOMER AGREEMENT
MASTER TERMS AND CONDITIONS
Agreement No: 00001786.0
Customer Name:
Address:
City:
State/Zip or Province/Postal Code:
Country:
City Of Carlsbad
1635 Faraday Ave
Carlsbad
California 92008
United States
These Lawson Software Customer Agreement Master Terms and Conditions ("Master Terms and Conditions") are entered
into by each respective Lawson Group company named below and in each Order Form, and the customer entity named
above and in each Order Form. These Master Terms and Conditions are effective as of the latest date signed below after all
Parties have signed.
The entire Lawson Software Customer Agreement includes these Master Terms and Conditions, and each Order Form,
Statement of Work and other written agreement entered into by Customer and any Lawson Group company at any time and
which refers to these Master Terms and Conditions (collectively, the "Agreement").
Lawson must receive an original manually signed Customer signature on these Master Terms and Conditions, unless Law-
son elects to accept a copy of these Master Terms and Conditions signed in counterparts and/or delivered by fax, pdf or
other means that displays the original or a copy of the signatures. Any subsequent Order Form 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 servic-
es provided by any Lawson Group company, and supersedes all purchase ooJers, presentations, demonstrations, requests
for proposal and proposals. / / /I
Lawson Software Americas Inc
L/».
Claude A. Lewis
(Printed Name)
Mayor, City of Carlsbad
(Title)
(Date)(Date)
Approved As To Form
Assistance City Attorney
Custome' Agreement ; &C No^
Revised Septembe-18. 20C8
Las: Update Octobe-15, 2008
7(4)
I awson Software Customer Aoieemenl Master Terms and 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:
1. Definitions. The following defined terms are in addition to the
definitions contained in each applicable Order Form or SOW:
1.1 "Agreement" or "Lawson Software Customer Agreement"
means these Master Terms and Conditions and each Order
Form.
1.2 "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.
1.3 "Customer" means the customer entity that has signed these
Master Terms and Conditions and each Order Form.
1.4 "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.
1.5 "Escrow Agreement" means the separate escrow agreement, if
any, entered into by the escrow agent appointed by Lawson.
1.6 "Initial Maintenance Period" means the initial period of Main-
tenance specified in an applicable Order Form.
1.7 "Intellectual Property Rights" means all copyrights, patent
rights, confidentiality rights, trade secret rights and trademark
rights.
1.8 "Lawson" means each respective Lawson Group company that
has entered into the Agreement with Customer.
1.9 Lawson Documentation" means the Documentation for the
Lawson Products.
1.10 "Lawson Group" means Lawson Software, Inc. and each of its
direct and indirect subsidiaries.
1.11 "Lawson Partner" means each entity that is then currently ap-
pointed as a "Lawson Partner" by Lawson Group.
1.12 "Lawson-Maintained Products" means the unmodified Products
denoted "LMP" in an Order Form while eligible for Mainten-
ance.
1.13 "Lawson Product" means each Product described in an Order
Form, excluding Third Party Products.
1.14 "License" means the rights granted in Section 2.
1.15 "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.
1.16 "Limited Offering" means software, maintenance and/or servic-
es that are designated as "LO" in an Order Form.
1.17 "Maintenance" means the level of maintenance and support
services described in an Order Form and in the Support Op-
erations Handbook, and purchased by Customer for the Law-
son-Maintained Products listed in that Order Form.
1.18 "Maintenance Period" means: (a) the Initial Maintenance Pe-
riod or (b) any renewal period of Maintenance under Section 4
or under the applicable Order Form.
1.19 "Maintenance Warranty" is defined in Section 6.2.
1.20 "Maximum Use Designations" means the License and user
limitation defined and shown in the applicable Order Form.
1.21 "New Products" means new software and documentation that
Lawson Group elects to make generally available to customers
separate from other products and which contain new applica-
tion software or technology.
1.22 Order Form" means a Product Order Form ("POF"), a Services
Order Form ("SOF"), Statement of Work ("SOW") or other or-
der form signed by Lawson and Customer and referring to
these Master Terms and Conditions.
1.23 "Party" or "Parties" means Lawson and/or Customer.
1.24 "Products" means the Software and Documentation.
1.25 "Product Warranty" is defined in Section 6.1.
1.26 "Release" means the edition of a Lawson-Maintained Product
after it has been designated as a release and made generally
available by Lawson.
1.27 "Service" means training, implementation, consulting, Service
Deliverables, subscription, managed service, hosting or other
services provided by Lawson, excluding Maintenance.
Customer Agreement T&C North America
Revised September 18, 20C8
Last Update Octobe-15. 2C08
1.28 "Service Deliverable" means any tool, training materials or
other non-Product item described in an Order Form or State-
ment of Work for delivery to Customer.
1.29 "Services Warranty" is defined in Section 6.3.
1.30 "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.
1.31 "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
completion of a project, project scope and organization,
change order process and other project requirements.
1.32 "Support Operations Handbook" means Lawson's then current
document describing the levels of Maintenance available for
purchase by Customer under a Product Order Form.
1.33 "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 Lawson a valid tax exemption certificate.
1.34 "Third Party Supplier" means the owner or supplier of a Third
Party Product.
1.35 "Third Party Product" means each Product designated as a
"Third Party Product" (or with a similar designation) in a POF.
1.36 "Users" means the natural persons authorized by Customer to
use the Products, Services Deliverables and Limited Offerings
within the scope of the License, and who each have an ID (pro-
file) and password.
2. License Granted. Subject to the Agreement, when a Lawson
Group company and Customer sign an Order Form, that Law-
son Group company hereby grants to Customer, throughout
the License Term, a non-transferable and non-exclusive li-
cense 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.
2.1 Software and Documentation Copies.
2.1.1 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 Documentation for Third Party
Products unless permitted by the Third Party Supplier.
2.1.2 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).
2.2 Modifications and Ownership. Customer may modify the Law-
son Products and Service Deliverables only to the extent per-
mitted under an Order Form 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 to own all Intellectual
Property Rights for the Products, Services, Service Delive-
rables and any modifications. Unless authorized by separate
agreement, Customer will not modify Third Party Products.
2.3 Compliance.
2.3.1 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.
2.3.2 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.
2.3.3 Customer may use the Products listed in an Order Form only in
accordance with the Documentation and only with the operat-
ing system/database shown in that Order Form.
2.3.4 If an Order Form lists a Product for development and test use
only, Customer may use that Product for internal development
Lswson Software Customer Agreement Master Terms and Conditions
and testing but not for production (unless Customer has li-
censed that Product separately for production use).
2.3.5 Customer may not simultaneously use the same User ID (pro-
file) on more than one computer terminal or access point.
2.3.6 Customer may allow its employees and contractors to attend
Lawson training, but those contractors may use the Lawson
training materials only for the benefit of Customer and may not
be Lawson competitors.
2.3.7 Customer shall not export the Products or Service Deliverables
from the country of initial delivery by Lawson without Lawson's
prior written authorization and compliance with applicable law.
2.3.8 Customer is responsible for compliance with the Agreement by
each of its Users and contractors.
2.4 Verifications.
2.4.1 After reasonable notice, Customer will promptly: (a) inform
Lawson where the licensed Products are installed and confirm
its compliance with the Maximum Use Designations and (b) al-
low Lawson's representatives to verify that compliance by re-
mote or physical inspection during normal business hours.
Customer acknowledges that some Products may allow Law-
son to monitor and prohibit unauthorized use.
2.4.2 If Lawson learns that Customer has exceeded the Maximum
Use Designations, and Customer has not previously paid Law-
son the applicable additional License fees, after written request
from Lawson, Customer will promptly pay Lawson: (a) the then
current list price for that overage plus a 25% surcharge and (b)
the reasonable costs of conducting the above verification if the
Maximum Use Designations were exceeded by more than 5%.
3. Delivery and Installation.
3.1 Lawson will promptly deliver or make available to Customer
one copy of the Products listed in an Order Form. Title to any
delivered goods passes at place of shipment (subject to the Li-
cense), unless prohibited by applicable law.
3.2 Except as otherwise agreed in an Order Form, Customer is
responsible at its expense for installation of the Software and
Service Deliverables, User training, data conversion, imple-
mentation and other services.
4. Maintenance and Renewal.
4.1 During the Maintenance Period, Lawson (a) will directly or indi-
rectly provide Customer Maintenance for the Lawson-
Maintained Products pursuant to the Support Operations
Handbook and (b) will not materially degrade its Maintenance
practices. New Products require a separate Order Form and
are not provided as a new Release or as part of Maintenance
for other Products.
4.2 Customer may elect to purchase from the applicable Third
Party Supplier available support for Third Party Products speci-
fied in an Order Form or Support Operations Handbook as not
maintained by Lawson. Customer is responsible for licensing
and paying for additional third party products that may be re-
quired for use of upgrades, enhancements or new Releases of
the Lawson-Maintained Products.
4.3 Unless otherwise described in an applicable Order Form, Law-
son does not maintain or support Service Deliverables or
Products modified outside of Maintenance provided by Law-
son.
4.4 Before each renewal date of the Maintenance Period, Lawson
will provide Customer an invoice for the Maintenance fees for
the Lawson-Maintained Products for that renewal period.
4.5 After the Initial Maintenance Period (unless otherwise stated in
an Order Form), Maintenance for the Lawson-Maintained
Products will automatically renew for successive one year
Maintenance Periods so long as Lawson makes that Mainten-
ance available to its customers, unless Customer or Lawson
notifies the other Party of non-renewal at least three months
before the renewal date.
4.6 Lawson may consolidate the annual renewal dates for Main-
tenance Periods under one or more Order Forms.
5. Services. Except as otherwise agreed in an applicable Order
Form or elsewhere in the Agreement: (a) all Services will be
Customer Agreement T&C North America
Revised September 18. 2008
Las' Upcate Octobe' 15, 2008
on a time and materials basis at Lawson's then current rates
and (b) Customer will reimburse Lawson for reasonable travel
and out-of-pocket expenses incurred when rendering on-site
Services, Maintenance or other warranty services.
6. Warranties.
6.1 Product Warranty. At the time of delivery of the Products, Law-
son warrants that: (a) the applicable media for those Products
will be free of defects, (b) Lawson will have timely used up-to-
date, commercially available virus scanning and cleaning, and
will not have (based on the results of that scanning and clean-
ing) delivered Products containing any viruses, time bombs or
other undocumented programs which inhibit Product use and
(c) those Products will include the functionality described in the
Documentation for those Products.
6.2 Maintenance Warranty. Subject to the level of Maintenance
purchased, Lawson warrants that Maintenance will include: (a)
help desk support, (b) corrections to allow the unmodified Law-
son-Maintained Products (when properly installed and confi-
gured) to operate materially and substantially as described in
the Documentation for those Products (by providing a program
patch, update, new Release, or instruction for avoiding the er-
ror, as determined by Lawson) and (c) updates and new Re-
leases of the same Lawson-Maintained Products when gener-
ally made available by Lawson for installation and use by Cus-
tomer. New Products require a separate Order Form and are
not provided as a new Release or as part of Maintenance for
other Products.
6.3 Services Warranty. Lawson warrants that at the time of Ser-
vices delivery, the Services will be provided by trained person-
nel using commercially reasonable efforts.
6.4 THE WARRANTIES IN THE AGREEMENT ARE MADE SO-
LELY BY LAWSON AND ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IM-
PLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. Lawson does not warrant
that the Products, Services, Service Deliverables or Limited Of-
ferings are free of nonmaterial defects or will meet the specific
requirements or needs of Customer's business or of any coun-
try or jurisdiction.
7. Customer's Remedies.
7.1 Customer's exclusive remedies for Lawson Group's breach of
the Product Warranty or Maintenance Warranty are as follows:
a) Lawson will provide Maintenance (if purchased by Custom-
er) to repair, replace or furnish an upgrade of the Lawson-
Maintained Products to enable those Products or upgrade
of those Products to comply with the applicable Product
Warranty and Maintenance Warranty; and
b) if Lawson does not comply with Section 7.1 (a) within the
Cure Period, Customer may terminate Maintenance and re-
cover direct damages for the Lawson-Maintained Products
subject to the damage claim, including up to a refund of the
fees paid by Customer to Lawson for those Products, sub-
ject to Section 13.
7.2 Customer's exclusive remedies for breach of the Services War-
ranty or Lawson's Service obligations are as follows:
a) Lawson will re-perform or re-deliver those Services or the
applicable Service Deliverables at no additional charge with-
in the Cure Period; and
b) if Lawson does not complete that re-performance within the
Cure Period, Customer may terminate the Services and re-
cover direct damages, including up to a refund of the fees
paid by Customer to Lawson for those Services or Service
Deliverables not re-performed and timely cured, subject to
Section 13.
8. Lawson's Payment Terms and Remedies.
8.1 Upon request, Customer will provide Lawson sufficient finan-
cial information to enable Lawson to determine Customer's
creditworthiness. Lawson may withhold delivery of any Prod-
ucts or Services pending credit approval by Lawson.
Lawson Software Customer Agrecmonl Master Terms and Conditions
8.2 Unless otherwise stated in the Agreement, an applicable Order
Form or invoice, Lawson's invoices are due 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 prevail over
Customer's accounts payable policy or practice.
8.3 All fees and expenses invoiced by Lawson are exclusive of
Taxes. Customer is responsible for payment or reimbursement
of applicable Taxes.
8.4 Lawson may suspend or terminate Maintenance and/or Ser-
vices at any time if all Lawson invoices, that are then due and
payable, are not paid within 15 days after Lawson informs Cus-
tomer of non-payment.
8.5 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 90 days after notice of breach.
8.6 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 upon termination of the License).
9. Confidential Information.
9.1 "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 confidential, 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;
c) information independently developed without access to or
use of the disclosing Party's Confidential Information; or
d) 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.
9.2 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.
9.3 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 Products, Service Deliverables,
Limited Offerings or other Confidential Information.
10. 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 Products or Service Deliverables as li-
censed and delivered by Lawson infringe any third party's Intel-
lectual Property Rights. Lawson may control the defense and
settlement. If the Products or Service Deliverables are held or
are reasonably believed by Lawson to infringe under this Sec-
tion 10, Lawson will at its expense and to the extent commer-
cially available, modify or replace the applicable Products or
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-altered Release of the Products or Service Deliverable
to the extent that the obligation or liability would have been
avoided by the use of a then current Release of the Products
or Service Deliverable which Lawson provides to Customer.
11. 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 Agreement T&C North America
Revised September 18. 2008
Last Update October 15. 2008
Customer will not hire, employ or contract for services with any
employee of the Lawson Group who provides Maintenance or
Services to any customers. If Customer violates this Section
11, Customer will pay Lawson a fee of two times the hired em-
ployee's most recent annual compensation.
12. Force Majeure. Neither Party will be in default or liable for any
noncompliance from causes beyond the reasonable control of
the Party, including, for example, fires, floods, natural disas-
ters, communication failures and other equipment or telecom-
munication problems.
13. Limitations of Liability.
13.1 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.
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, Lawson Group and
its Third Party Suppliers' aggregate and cumulative liabili-
ty for rescission and/or damages to Customer and its sub-
sidiaries 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.
13.3 The limitations of liability in Section 13 apply to Lawson
Group in the aggregate and are not additive among each
Lawson Group company.
14. 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.
15. Assignment. Customer may not assign the License or the
Agreement, or transfer any rights or obligations under the
Agreement.
16. Publicity. Either Party may publicize Customer's selection of
Lawson. Pricing and non-standard Lawson contract terms will
remain confidential under Section 9 above.
17. General.
17.1 All notices must be in writing and delivered electronically or by
method with proof of delivery. All other communications, re-
quests or alerts may be provided by fax, e-mail or other written
means.
17.2 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 rates.
17.3 Lawson and Customer each waive right to a trial by jury. No
litigation or other legal 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.
17.4 Sections 1, 6.4, 7 through 15, and 17, and the provisions con-
cerning protection of Intellectual Property Rights, will survive
any termination or expiration of the Agreement.
[End of Master Terms and Conditions]
4(4)
LAWSON
*?«!rT
ADDENDUM TO LAWSON SOFTWARE CUSTOMER AGREEMENT
MASTER TERMS AND CONDITIONS
Agreement No:00001786.0
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.
Section 2.3.6 of the Agreement is deleted and replaced in its entirety with the following:
Customer may allow its employees and contractors to attend Lawson training, but those contractors may
use the Lawson training materials only for the benefit of Customer and may not be Lawson competitors.
Customer will require as part of Customer's contract with a contractor that any training obtained by Lawson
may only be used for Customer in accordance with this Agreement, and Customer will provide Lawson with
a copy of such contract upon request.
Section 2.4.1 of the Agreement is deleted and replaced in its entirety with the following:
After reasonable notice, Customer will promptly: (a) inform Lawson where the licensed Products are
installed and confirm its compliance with the Maximum Use Designations and (b) on reasonable notice allow
Lawson's representatives to verify that compliance by remote or physical inspection during normal business
hours. Customer acknowledges that some Products may allow Lawson to monitor and prohibit unauthorized
use.
Section 3.1 of the Agreement is deleted and replaced in its entirety with the following:
Lawson will promptly deliver or make available to Customer one copy of the Products listed in an Order
Form. Title to any delivered goods passes at place of shipment (subject to the License), unless prohibited
by applicable law. In the event that any media is lost or damaged during shipment, Lawson will promptly
ship another copy of that media to the Customer at no cost.
Section 7.1(b) of the Agreement is deleted and replaced in its entirety with the following:
(b) if Lawson does not comply with Section 7.1 (a) within the Cure Period, Customer may terminate
Maintenance and recover direct damages for the Lawson-Maintained Products subject to the damage claim,
including up to a refund of the fees paid by Customer to Lawson for those Products and any other Products
that become substantially unusable (which includes any Maintenance fees paid to Lawson for those
Products during the 12 month period prior to Lawson's notice of the claim), subject to Section 13.
AdcerdtT to . awscn Sctwa-e C'js'.a<re- Agreerert OOOC' /86.0
Revised 2CC8 Jjr '7
»as: Upca:e
Addendum to Lswson Software Customer Agreement
Section 7.2(b) of the Agreement is deleted and replaced in its entirety with the following:
(b) if Lawson does not complete that re-performance within the Cure Period, Customer may terminate the
Services and recover direct damages, including up to a refund of the fees paid by Customer to Lawson for
those Services or Service Deliverables not re-performed and timely cured.
A new Section 9.4 is added to the Agreement:
If Customer receives a request to disclose any Confidential Information under any Public Information Act,
Open Records Act or similar law ("Request'), the Customer shall immediately notify Lawson and prior to
disclosure give Lawson an opportunity to take any protective action it deems appropriate. If Lawson has not
responded timely to the Request, as defined by the applicable law for which the Request is made pursuant
to, Customer may, in its sole discretion and without being in breach of this Agreement, respond to the
Request as Customer deems appropriate. In the event that Lawson directs Customer not to disclose the
Confidential Information materials sought pursuant to the Request, Lawson will indemnify Customer against
any losses, including reasonable attorney fees and costs, sustained arising from the non-disclosure of the
Confidential Information material requested in the Request. Customer, in its sole discretion may tender the
Request to Lawson for response, including, any and all subsequent legal actions or challenges related to the
non-disclosure.
A new Section 10.1 is added to the Agreement:
If Lawson determines that the remedies in this Section 10 are not commercially and reasonably possible and
a court orders or is reasonably likely to order Lawson to terminate the Agreement to the extent it relates to
the infringing Product or Service Deliverable:
a) Lawson will pay Customer, as Customer's sole and exclusive remedy against Lawson (other than
indemnification by Lawson under this Section 10) an amount equal to the License fee paid under the
Agreement for the infringing Product and Service Deliverable and any other Product(s) and Service
Deliverable(s) that become substantially unusable because of the infringement less the cumulative
depreciation of those Products and Service Deliverables based on a six (6) year straight line depreciation
commencing one (1) year after the initial date of the License for those Products and Service Deliverables;
and
b) Customer will cease to use and will return to Lawson such Product(s) and Service Deliverable(s).
Section 11 of the Agreement is deleted and replaced in its entirety with the following:
No Hire of Certain Employees. No Hire of Certain Employees. Customer agrees that until six months after
the later of (a) the termination and non-renewal of the Maintenance Period or (b) the completion of Services,
Customer will not hire, employ or contract for service with any employee of the Lawson Group who provides
direct Maintenance or Services to any customers. However, if Customer has a general opening in its
workforce and a current or former Lawson Group employee applies (but was not directly solicited by
Customer) and competes for said job with other applicants, Customer shall not be in breach of this Section
11 if Customer hires said Lawson Group current or former employee.
Section 16 of the Agreement is deleted and replaced in its entirety with the following:
Publicity. Neither Party may publicize Customer's selection of Lawson without first obtaining the other
Party's prior written consent.
Section 17.3 of the Agreement is deleted and replaced in its entirety with the following:
No litigation or other legal action may be brought if the injured Party 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.
A new Section 17.5 is added to the Agreement:
Addendum to Lawson Softwa'e Custorre' Agreement Error! Reference source not found. 2 (3)
Revised 2008 Jun 17
Last Update
I la
Addendum to Lswson Software Customer Agreement
The Agreement is governed by California law (without regard to conflicts of laws principles) provided,
however, if any of the limitations of liability contained in this Agreement are not enforceable under California
law then Minnesota law shall govern the enforcement of those limitations of liability. Except as set forth
above, all of the terms of the Agreement shall be enforceable to the full extent allowed by California law. If
California law changes in any manner contrary to the express terms of the Agreement, those changes will
not govern the Agreement to the extent that those changes can be lawfully waived by contract.
A new Section 17.6 is added to the Agreement:
The Parties agree to use commercially reasonable efforts to resolve disputes arising out of or related to this
Agreement using good faith negotiations by engaging in the following dispute escalation process:
Promptly after the written request of either Party, each of the Parties will appoint a designated representative
to meet promptly in person or by telephone to attempt to resolve in good faith any dispute concerning
Lawson's invoices, or any other dispute related to the Agreement. If the designated representatives do not
resolve the dispute, then either Party may request that an officer of Lawson and an officer of Customer meet
promptly in person or by telephone to review and attempt to resolve the dispute in good faith.
A new Section 17.7 is added to the Agreement:
Exhibit A: Memorandum of Understanding is incorporated into^this agreement and attached hereto.
Lawson Software Americas Inc
(/(Authorized Signature)
Claude A. Lewis
(Printed Name)
(Title)
(Printed Name)
Mayor, City of Carlsbad
(Title)
(Date)(Date)
Approved As To Form
Paul idffiansen>4isMS9 Assistance City Attorney
Addendum to Lawson So*tware Custoiie' Agreement Error! Reference source not found.
Revised 2008 Jun 17
Last Update
3(3)