Exhibit 10.5
IBM OEM Software Agreement
Base Agreement: 4905S10262
Thank you for doing business with IBM. The
Agreement is our complete agreement and replaces all prior oral or
written communications between us regarding the transactions
described in the Transaction Documents.
By signing below for our companies, each of us
agrees to the terms of this Base Agreement. When signed, each
Transaction Document and the Base Agreement form a separate
agreement between the parties. Once signed, 1) both parties
agree any reproduction of the Agreement made by reliable means (for
example, photocopy or facsimile) is considered an original and 2)
all Programs are subject to it.
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Agreed to:
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Agreed to:
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International Business Machines
Corporation
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Lawson Software, Inc.
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By:
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By:
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Name:
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Joyce Beeman
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Name:
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Title:
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Contract Administrator
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Title:
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Date:
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Date:
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IBM Address:
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Lawson Software Address:
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11400 Burnet Road
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380 St Peter Street
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Austin, TX 78758
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St. Paul, MN 55102
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Attn:
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OEM Software Contracts
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Internal Zip 0411E034
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1
This IBM OEM Software Agreement (Agreement) is
entered into between International Business Machines Corp. (IBM)
and Lawson Software, Inc. (you). Under this Agreement, IBM
authorizes you to copy certain Programs to include in your Solution
which you will market and distribute to Customers in the
Territory.
1.0
DEFINITIONS
1.1
Customer - An end user authorized to
use the Solution for its intended use and not for remarketing.
Customers may outsource the Solution to a third party. Customers do
not include you, your parent company, subsidiaries, or any company
which shares common ownership with you.
1.2
Maintenance Modifications -
Revisions that correct errors in Programs.
1.3
Open Source Code - Any computer
software program, of which (i) the human-readable program
instructions (known as “source-code”) are available to
the public for inspection and use by others; and (ii) the
terms and conditions of the applicable license agreement permit
recipients of the program freely (and without liability to pay any
royalty or fee) to copy, modify and distribute the program’s
source code.
1.4
Programs - The IBM products listed
in the Transaction Document and all whole or partial copies of
them. A Program consists of machine-readable instructions, its
components, data, audiovisual content (such as images, text,
recordings, or pictures), and related licensed
materials.
1.5
Solution - The offering that is
created when our Programs and your Value-Add Components work
together.
1.6
Value-Add Components - Your products
listed in the Transaction Document that you must include in your
Solution. Your Value-Add Components must add significant new
functionality or combine or integrate the Program with one or more
other products or services that add significant new
functionality.
1.7
ASP Services - The delivery and
management of the Solution by Lawson’s Application Service
Providers, which may include Lawson, to either one or
multiple Customers via the Internet or a private network. ASP
Services do not include the downloading or copying of Programs by
Customers.
2.0
LICENSES AND
GRANTS
2.1
The Programs are owned by IBM, one
of its subsidiaries, or an IBM supplier, and are copyrighted and
licensed, not sold. Each party keeps title to its copyrights,
patents and any other intellectual property rights in its
materials.
2.2
IBM will provide you one copy of
each Program. IBM grants you a nontransferable, nonexclusive
right to: (a) copy each Program (including all trademarks
contained in the Program) to include in your Solution,
(b) market and distribute the Solution to Customers subject to
the terms of this Agreement, and (c) use the Programs to
provide maintenance and support. You may also provide the
Solution via ASP Services. You may only market such Program to
Customers as part of your Solution and may not modify the Program
or any proprietary notices or trademarks contained in the Program
without IBM’s prior written consent.
2.3
A restricted license allows you,
your distributors, and your Customers to use the Programs only in
conjunction with the Solution. The Transaction Document will
specify the Programs to which a restricted license applies.
If a restricted license applies to a Program, you must distribute
such Program under your license agreement and notify your Customers
that they may only use the Program as part of the
Solution.
2.4
If a restricted license does not
apply to a Program, you may distribute such Program either under
the terms of the IBM International Program License Agreement (IPLA)
or under your license agreement.
2.5
For both restricted and unrestricted
licenses, your license agreement must restrict your Customers to
substantially the same terms as
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the IPLA. You must include in your
Solution any additional licensed materials and Proof of Entitlement
Certificates we provide to you.
2.6
You must provide all support for
your Value-Add Components. The Transaction Document will specify
each party’s respective responsibilities regarding support
for the Programs.
2.7
IBM will make available to you
Maintenance Modifications released by IBM during the term of the
Transaction Document. You agree to incorporate Maintenance
Modifications on all Programs as soon as commercially
reasonable.
2.8
The territory for this Agreement is
worldwide (Territory) except where prohibited by applicable laws.
The Territory also excludes the following countries where IBM has
exclusive dealing arrangements: Abu Dhabi, Algeria, Bahrain,
Belize, Costa Rica, Dominican Republic, Dubai, El Salvador,
Guatemala, Haiti, Honduras, Kuwait, Nicaragua, Oman, Panama, Qatar,
Saudi Arabia and Tunisia. We may change this list on 90
days advance written notice.
2.9
You may use distributors directly or
indirectly to distribute the Solution to Customers in the
Territory. You will ensure that anyone you authorize to use or
distribute the Programs does so only in compliance with the terms
of this Agreement.
2.10
You may not reverse assemble,
reverse compile, or otherwise translate the Program.
2.11
IBM may withdraw Programs either on
a temporary or permanent basis. If the withdrawal is based on
an infringement claim, or if IBM no longer has the rights for the
Programs, you will suspend further use and distribution of the
Programs. For other withdrawals, you may continue to use and
distribute the Programs as provided under this Agreement. However,
support may not be available for withdrawn Programs. IBM will
provide support for the Programs for three years from IBM’s
general availability and will provide one years notice prior to
withdrawing support from a Program.
3.0
PAYMENTS AND TAXES
3.1
You agree to pay IBM as described in
the Transaction Document. If a purchase commitment is specified in
a Transaction Document, and you have not met such commitment by the
end of the term of such Transaction Document, IBM may invoice you
for the remaining balance.
3.2
If you accept a returned Solution
from your Customer and refund the amount paid, you may relicense it
to another Customer without additional fee to IBM.
3.3
If any authority imposes a duty,
tax, levy or fee, excluding those based on IBM’s net income,
upon the Program supplied by IBM under this Agreement, then you
agree to pay that amount or supply exemption
documentation.
3.4
For two years, you will maintain
relevant records to support payments made to IBM and to show you
have otherwise complied with the Agreement. Upon at least five days
advance written request from IBM, you will make such records
available to IBM or an independent auditor chosen and compensated
by IBM. Such audits will be conducted during normal business hours
on your premises and will not occur more than once each year. The
auditor will sign a confidentiality agreement and will only
disclose to IBM any amounts due and payable for the period
examined. The auditor will follow such security and other
procedures as directed by you. If an audit discovers that you
underpaid IBM, you will pay the amount due plus interest from date
payment was due. The interest rate is the lower of 2% per
month or the highest interest rate allowed by law. If you
have underpaid IBM by more than 5%, you will also reimburse IBM for
all expenses associated with the audit.
3.5
In order for you to perform your
responsibilities under this Agreement, you may license the Programs
for development, testing, demonstration, and support purposes, at
the prices specified in the Transaction Document. At any time
during the course of this Agreement, or after its expiration, you
may license the Programs for internal use at prices and terms
negotiated between the parties. The terms of this Agreement shall
not apply to that transaction and IBM will not credit any payments
under this Agreement towards such license fees.
4.0
WARRANTY AND
INDEMNIFICATION
4.1
IBM warrants that when the Program
is used in the specified operating environment it will conform to
its specifications. IBM does not warrant uninterrupted or
error-free operation of the Program or that IBM will correct all
non-material Program defects. IBM is not responsible for the
results obtained from the use of the Program.
4.2
IBM DOES NOT WARRANT TO YOU THAT THE
PROGRAMS OR YOUR SOLUTIONS WILL MEET THE REQUIREMENTS OF
YOU,
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YOUR DISTRIBUTORS OR
CUSTOMERS. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, IBM
PROVIDES THE PROGRAMS TO YOU “AS IS” WITHOUT
WARRANTY. IBM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NON INFRINGEMENT,
MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
4.3
If a third party claims that a
Program as furnished by IBM infringes a patent or copyright, IBM
will indemnify you against that claim at IBM’s expense. If an
infringement claim appears likely, or is made about a Program, you
will let IBM, a) modify or replace it with similar functionality,
or b) obtain the necessary rights for you to continue to exercise
your license under this Agreement. If IBM concludes that
neither of these alternatives is reasonably available, you will
return or destroy the Programs in your possession on IBM’s
written request. IBM will have no obligation to indemnify you for
any claim based on 1) third-party code, including but not limited
to, Open Source Code, or 2) your modification of the Program, or 3)
the combination, operation, or use of the Program with any product,
data, or apparatus that IBM did not provide.
4.4
If a third party makes a claim
against IBM based on your representations not authorized by IBM or
based on your breach under this Agreement, you will indemnify IBM
against that claim at your expense.
4.5
The indemnifying party will pay any
settlement amounts it authorizes and all costs, damages and
reasonable attorneys’ fees that a court finally awards if the
other party a) promptly provides the indemnifying party with
written notice of the claim, and b) allows the indemnifying party
to control, and cooperates with it in, the defense of the claim and
settlement negotiations. The indemnifying party will not agree to
any settlement that materially prejudices the other party.
The other party may participate in the proceedings at its option
and expense.
5.0
LIMITATION OF
LIABILITY
5.1
Circumstances may arise where,
because of a breach or other liability, one party may recover
damages from the other. For all claims brought under this
Agreement, regardless of the basis on which the claim is made
(including fundamental breach, negligence, misrepresentation, or
other contract or tort claim), each party will only be liable for
1) damages for bodily injury (including death) and damage to real
property and tangible personal property and 2) the amount of any
other actual direct damages up to the greater of US $500,000 or the
payments made to IBM for the Program that is the subject of the
claim. This Limitation of Liability shall not apply to any
amounts due IBM under this Agreement, or to any claim based on the
Indemnification section, or to any breach of either party’s
intellectual property rights.
5.2
Under this Agreement, neither party
will be liable for any special, incidental, or indirect damages or
for any economic consequential damages (including lost profits or
savings), even if it has been advised of the possibility of such
damages. IBM is not responsible for damages arising from or
related to the use of the Programs outside of the
Territory.
6.0
TERM AND
TERMINATION
6.1
This Agreement and your license
rights granted under it remain in effect as long as there is a
valid Transaction Document. We may add additional Transaction
Documents as mutually agreed. Termination or expiration of
the Agreement or any Transaction Document does not affect
previously granted paid-up licenses to Customers or any licenses
granted to you under any other Agreements.
6.2
IBM may terminate this Agreement and
any Transaction Document on written notice if you market Programs
not in connection with the Solution or if you violate IBM’s
intellectual property rights and fail to cure such breach within
seven business days after receipt of written notice from IBM
demanding its cure and identifying the breach. If you market
Programs separately from the Solution, as IBM’s sole remedy,
you agree to pay IBM the difference between the price you paid IBM
for the Programs and our suggested retail price for the
Programs. IBM may have other remedies under the law and the
Agreement.
6.3
Either party may terminate this
Agreement or a Transaction Document on 60 days’ written
notice if the other party fails to comply with a material term of
this Agreement or a Transaction Document, unless such failure is
cured within the 60 day notice period.
6.4
You may terminate this Agreement,
without cause on 90 days written notice.
6.5
Upon termination or expiration, you
must return all copies of the Programs to IBM, except that you may
keep one copy for archival, litigation, audit, dispute
resolution, and support purposes. Any terms of
this
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Agreement which by their nature
extend beyond the Agreement termination or expiration remain in
effect until fulfilled.
7.0
GENERAL
7.1
Each party is an independent
contractor. Neither party is, nor will claim to be, a legal
representative, partner, franchisee, agent or employee of the
other, except as specifically stated in this Agreement.
Neither party will assume or create obligations for the
other. Except as provided in the Indemnification
Section above, each party shall pay (without reimbursement)
its own legal fees and expenses incurred in any dispute.
7.2
Each party may have similar
agreements with others and may design, develop, manufacture,
acquire or market products and services that are competitive with
the other. You will independently establish prices and terms
for the Solution, provided your terms include those required by
this Agreement.
7.3
Each party agrees to comply with all
applicable laws and regulations including export laws.
7.4
Each party will identify
coordinators who will represent us for various aspects of this
Agreement and will notify the other party if the coordinators
change.
7.5
Both parties will act in good faith
to resolve disputes. Neither party will bring a legal action under
this Agreement more than two years after the cause of action arose.
Each party waives its right to a jury trial in any resulting
litigation.
7.6
Except as expressly stated herein,
this Agreement does not grant you any rights in any IBM patents,
copyrights, trademarks, trade names, or service marks.
7.7
Neither party is responsible for
failure to fulfill any obligations due to causes beyond its
control.
7.8
Except to the extent provided
herein, you may not assign or transfer the Agreement or your rights
under it or delegate or subcontract your obligations without
IBM’s prior written approval, except to a parent or
subsidiary, or to a successor organization by merger, consolidation
or a sale of substantially all the assets or an operating
division. Any other attempt to do so is void.
This Agreement shall be binding upon and shall inure to the benefit
of the parties and their respective successors, assigns and
trustees
7.9
You agree to allow International
Business Machines Corporation and its subsidiaries to store and use
your business contact information, including names, business phone
numbers, and business e-mail addresses, anywhere they do
business. Such information will be processed and used only in
connection with our business relationship, and may be provided to
contractors acting on IBM’s behalf, IBM business partners who
promote, market and support certain IBM products and services, and
assignees of International Business Machines Corporation and its
subsidiaries for uses consistent with our business
relationship.
7.10
All information exchanged is
non-confidential. Where confidential information must be
exchanged, it will be done under a signed confidentiality
agreement. However, you will not disclose the terms of the
Agreement to a third party except a) to your accountants, lawyers
or other professional advisors under a confidentiality agreement or
b) as required by law, provided you get all available confidential
treatment for them.
7.11
The laws of the state of New York
govern this Agreement. The “United Nations Convention on
International Sale of Goods” does not apply.
7.12
In case of conflict, terms of the
Transaction Document prevail over terms of the Base
Agreement.
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IBM OEM Software Agreement:
4905S10262
Percent of Revenue Transaction Document –
Number 01
Thank you for doing business with IBM.
This is a Transaction Document under the IBM OEM Software Agreement
No. 4905S10262 (“Agreement”). This
Transaction Document becomes effective when signed by both
parties.
By signing below for our companies, each of us
agrees to the terms of this Transaction Document. Once
signed, 1) both parties agree any reproduction of the Agreement
made by reliable means (for example, photocopy or facsimile) is
considered an original and 2) all Programs are subject to
it.
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Agreed to:
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Agreed to:
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International Business Machines
Corporation
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Lawson Software, Inc.
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By:
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By:
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Name:
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Joyce Beeman
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Name:
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Title:
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Contract Administrator
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Title:
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President
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Date:
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Date:
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IBM Address:
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Lawson Software Address:
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11400 Burnet Road
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380 St Peter Street
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Austin, TX 78758
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St. Paul, MN 55102
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Attn:
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OEM Software Contracts
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Internal Zip 0411E034
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1
1.
Program(s)/Prices:
IBM Programs are bundled as a Technology
Foundation, as listed below. You must distribute all Programs
in the Technology Foundation as a total set of Programs, and not
separately. You will pay IBM for the Technology Foundation as
stated below:
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Part Number
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License (including 1 Year of
Maintenance)
Technology Foundation
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D5ALTLL
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WAS NETWORK DEPLOYMENT 5.0 MULTIPLT PROG PK 1
PROC NLV
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D50TTLL
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WEBSPHERE PORTAL ENABLE MULTIPLATFORMS PROC
LIC+SW MAINT 12 MO
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D533ILL
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IBM TIVOLI DIRECTORY SERVER MGD PROC LIC+SW
MAINT 12 MO
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D521NLL
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IBM TIVOLI LICENSE MANAGER MGD PROC LIC+SW MAINT
12 MO
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D51NDLL
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DB2 UDB WORKGROUP SERVER UNLIMITED ED PROCESSOR
LIC+SW MAINT 12 MO
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D54N4LL
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RATL APPLICATION DEV FOR WEBSPHERE SW AUTH USER
LIC+SW MAINT 12 MO
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Part Number
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Maintenance Renewal
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E1ALVLL
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WEBSPHERE APPLICATION SRVR NETWORK DEPLOYMENT
PROC ANNUAL SW MAINT RNWL
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E006ZLL
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WEBSPHERE PORTAL ENABLE MULTIPLATFORMS PROC
ANNUAL SW MAINT RNWL
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E013NLL
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IBM TIVOLI DIRECTORY SERVERPROCESSOR ANNUAL SW
MAINT RNWL
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E00HTLL
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IBM TIVOLI LICENSE MANAGER CLIENT ANNUAL SW
MAINT RNWL
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E00IHLL
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DB2 UDB WORKGROUP SERVER UNLIMITED ED PROCESSOR
ANNUAL SW MAINT RNWL
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E01MJLL
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RATL APPLICATION DEV FOR WEBSPHERE SW AUTH USER
ANNUAL SW MAINT RNWL
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Existing Lawson Clients
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Existing License
Royalty Fee
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Existing Maintenance
Royalty Fees
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Conditions
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***
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***
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***
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***
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***
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***
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***
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***
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New Lawson Clients
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New License Royalty
fees
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Maintenance Royalty
Fees
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***
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***
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***
“Solution Revenue”
means ***
“Maintenance
Revenue” means ***
Billing Table (as per payment
schedule in 4c)
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Transaction
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Payment
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Existing Maintenance Royalty Fees
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***
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New License Royalty fees
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***
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Existing License Royalty Fees
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***
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***
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***
2. Value-Add Components which must be included
in Solutions:
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Vendor
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Application
Description
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Lawson Software, Inc.
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The then current Lawson Suite excluding
third party products and maintenance.
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2
3. Term: The term of this Transaction Document
will be three (3) years from the date the last party executes
it. Lawson may renew this contract on ninety (90) days
written notice prior to the end of the current term, for two
(2) additional one (1) year terms for a total of two
additional years. This three (3) year contract and each
renewal is a separate Transaction. Each of the two
(2) renewals will have the same terms and prices as this
Transaction Document ***.
4. Reporting and Purchase Order
Requirements:
a)
You shall maintain complete and
accurate records indicating by fiscal quarter, (i) all
Program copies made during such quarter by you; and (ii) all
Maintenance Renewal purchases made for Programs during such
quarter. You shall report Customer name, Technology Foundation, new
Transaction accounts and modules types, Lawson Maintenance
and Solution, Revenue less third party. This information may
also be used by IBM to pay its sales reps.
b)
Within 30 days after the Lawson
fiscal quarter, you agree to submit to IBM, a purchase order as
well as a sales report, for the Program licenses included in
the Solutions sold and for Maintenance Renewals and Maintenance
Reinstatements purchased, (i) during the quarter up to the
time of the report and purchase order, and (ii) during the
previous quarter after that quarter’s report and purchase
order were submitted. Your sales report must contain the number of
Solutions sold, the net revenue you received for the Solutions sold
(including initial year of Maintenance), the net revenue you
received for Maintenance Renewals , the number of copies made of
each Program, and the number of Maintenance Renewals
purchased.
IBM shall invoice you the applicable
fees for the licenses (including initial year of Maintenance),
Maintenance Renewals, purchased during each quarter. Payment
is due within 30 days of invoice date.
c)
Payment Schedule
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Transaction
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Each Report
September&
December 2005
Report
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Quarterly
Starting March
2006 and
reported June
2006
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March&
June 2006
Report for
each qtr
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Quarterly starting
with Sept 2006 for
rest of 3 year
contract
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Starting on the date
of release of Lawson
8.1
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Existing Maintenance Royalty
Fees
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***
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***
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***
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***
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***
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New License Royalty
fees
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***
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***
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***
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***
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***
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Existing License Royalty
Fees
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***
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***
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***
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***
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***
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***
d)
The following Media Packs will be
shipped for the Programs listed in Section 1:
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Media Pack PN
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Media Pack
Description
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BA0BPML
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WAS NETWORK DEPLOYMENT 5.1 MULTIPLT 1 PROC NLV
MEDIA PK NLV
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BA0B3ML
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WEBSPHERE PORTAL ENABLE V5.0.2.2 AIX, SOL, WN
2000, *** INTEL+ ZSER MP ML
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BA0D9ML
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IBM TIVOLI DIRECTORY INTEGRATOR V6.0 MULTIOS
MEDIA PK MULTILINGUAL
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BJ0DKML
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IBM TIVOLI LICENSE MANAGER V2.1.0 CD MEDIA PACK
MULTI
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BB09ZNA
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DB2 UDB WORKGROUP SERVER UNLIMITED V8.1 MEDIA
PACK ENGLISH
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Electronic
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RATL APPLICATION DEV FOR WEBSPHERE SW
AUTH
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e)
You will submit purchase orders,
reports, and payments to:
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IBM Branch Office JWQ
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Accounts Receivable - Internal Zip
261
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150 Kettletown Road
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Southbury, CT 06488
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FAX: (845)491-2779
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EMAIL: ibmoemsw@us.ibm.com
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IBM may update the fax number and/or
address from time to time.
3
5. Maintenance and Support
Services
An initial 12-month term of
Maintenance is included for each license you distribute under this
Transaction Document. The effective date for Maintenance for
a license will commence on the date IBM accepts your purchase order
for such license. You may renew Maintenance for each license
for an additional consecutive 12-month term for the Maintenance
Renewal payment described in Section 1. For licenses on which
you have not continually renewed Maintenance, you may acquire a
12-month term of Maintenance for the Maintenance Reinstatement
payment described in Section 1. You may acquire Maintenance
Renewal or Maintenance Reinstatement only in support of licenses
that you sold to Customers as part of the Solution. You are
responsible for documenting and tracking the effective date and
renewal date for each Maintenance term for your
Customers.
For each Program license with
Maintenance in effect, subject to section 2.11 in the Base
Agreement. IBM will:
a)
Make available to you and authorize
you to upgrade to the most current, commercially available version,
release, or update, should any be made available;
b)
provide you with assistance for your
code related questions; and
c)
provide assistance via telephone
and, if available, electronic access, only to your technical
support personnel during the normal business hours (published prime
shift hours) of your IBM support center. (This assistance is not
available to your Customers). IBM provides Severity 1 assistance 24
hours a day, every day of the year. Consult the IBM Software
Support Guide at
(http://techsupport.services.ibm.com/guides/contacts.html) for
details.
Maintenance does not include
assistance for 1) the design and development of applications, 2)
the use of Programs in other than their specified operating
environment, or 3) failures caused by products for which IBM is not
responsible under this Agreement.
IBM warrants that it provides
Maintenance using reasonable care and skill. This warranty is
your exclusive warranty regarding Maintenance, and replaces all
other warranties or conditions, express or implied, including, but
not limited to, the implied warranties or conditions of
merchantability and fitness for a particular
purpose.
If IBM withdraws Maintenance for a
particular Program license, you understand that:
1)
IBM will not make Maintenance
renewal available for that Program; and
2)
if you renewed Maintenance for that
Program license prior to the notice, IBM, at its sole discretion,
will either continue to provide Software Maintenance to you for
that Program license until the end of the then current coverage
period or give you a prorated refund.
Support
Responsibilities
For Program licenses covered under
Maintenance, you or your distributors will provide Level 1 and
2 Support to Customers, and be the interface to the Customers
for all support IBM provides to you.
For Program licenses not covered
under Maintenance, you or your distributors will provide Level 1
and Level 2 Support to Customers at Lawson’s sole
discretion. In such cases, IBM will only provide you access to IBM
databases containing information on known Program defects, defect
corrections, restrictions, and bypasses for the unmodified portion
of Programs. IBM will maintain this information for a minimum of
one year after you acquire the Program. You agree to be the
interface to Customers for this service. Consult the IBM Software
Support Guide for further information at:
“http//techsupport.services.ibm.com/guides/handbook.html.”
“Level 1 Support” means
the service provided in response to the initial phone call by a
Customer which identifies and documents an error in a Program. This
includes problem source identification assistance, problem
analysis, problem resolution, installation planning information,
and preventative and corrective service information.
“Level 2 Support” means
the service provided to analyze or repeat the error, or to
determine that the error is not repeatable. This service also
includes in-depth technical analysis.
“Level 3 means the service
provided for fixes, work arounds. This Service also includes
in-depth technical analysis
and
support for fixes and Lawson can call IBM direct
access support call center.
6. Miscellaneous
Terms/Conditions:
a)
You will receive one copy of the
Program(s) and are authorized to make copies of such Program(s) in
accordance with the terms of the Base Agreement.
b)
All payments are
nonrefundable.
c)
The license granted to you is a
“Restricted License” for the Program(s) listed above
which means the Programs may only be used in conjunction with the
Solution.
d)
You agree to the terms specified in
the Program-unique Terms Attachment, for the Programs listed in
Section 1 of this Transaction Document.
4
e)
ISV entitlement and use of the WAS
ND (D5ALTLL) product is limited to the J2EE application server and
web services content in a single application server deployment
environment. Lawson programming model extensions are not
restricted. Use of the clustering, high availability services
and programming model extensions are restricted.
f)
The license Web Portal Enable
(D50TTLL) will be limited to the Express Processor License
Option.
g)
The following
components/capabilities: Portal Personalization and
Clustering Support are removed from the Web Portal
Enable product.
h)
The following limited-license IBM
products included in Portal Enable are removed : IBM Rational
Application Developer, DB2 UDB Enterprise Edition, IBM Workplace
Web Content Management, and WebSphere Translation
Server.
i)
IBM will provide training and access
to IBM future technology as agreed to in the Master Relationship
Agreement between the parties.
j)
IBM will allow you and your
Certified Business Partners and other contractors located within
the Territory to perform your obligations in connection with the
development, testing, marketing, distribution and support of the
Solution under the terms and conditions of this
Agreement.
k) In the event that Lawson merges
with or acquires the capital stock or assets of another entity,
Lawson may at its option include that entities’ products
under this Agreement under terms to be negotiated in good faith
between the parties.
l)
No additional royalty fees due for
Lawson’s internal use of the Programs to provide marketing
(including), training, demonstration, and Support for the
Solution.
m)
No additional royalty fees due IBM
for Lawson or Customers use in development, test, Q&A,
evaluation, hot site/cold site disaster recovery, backup, archival,
staging or training for the Solution.
n)
No CPU restrictions (other than on
DB2 and RAD). Limited to one CPU for RAD, and limited
to four DB2
o)
You agree that you will ship the IBM
Programs in all versions of your Value-Add Components starting with
Lawson 8.1.0.
p)
Lawson will report the following
monthly. These items will be reported by the 5 th
workday after the end of the month. This report is separate of the
financial quarterly reporting. This reporting is used for the
Upsell with IBM. You shall report Customer Name, Location
Lawson Sales rep name, and Type of revenue. The Lawson rep will
work with IBM on introductions.
7. Contract Coordinators:
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|
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For IBM:
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For you:
|
|
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Name
|
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Joyce Beeman
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VP Alliances
|
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Company
|
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IBM Corporation
|
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Lawson Software, Inc.
|
|
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Address
|
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11400 Burnet Rd
|
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380 St. Peter Street
|
|
|
|
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Internal Zip 0411E034
|
|
|
|
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City, ST
|
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Austin, TX 78758
|
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St. Paul, MN 55102
|
|
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Telephone:
|
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1-877-572-9251
|
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651-767-7000
|
|
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Fax:
|
|
1-877-572-9251
|
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651-767-5336
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|
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E-Mail:
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joycebee@us.ibm.com
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steven.borsch@lawson.com
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5
IBM OEM Registration Form
Please provide all requested information in
order to be registered or to update your
information.
The Primary Contact must complete and submit to
the IBM account representative this registration form at the time
of contract signing. Failure to do so may result in delay in
registering maintenance authorization.
For each contact information box below, please
complete all details. By completing this form and providing us with
information on behalf of other individuals in your organization,
you certify that you have confirmed that they agree to your
providing their data on the form.
Primary Contact (required):
IBM will consider the contact you
designate in this information box to be the primary contact. All
correspondence, other than correspondence related to maintenance
renewals, will be sent to the attention of the Primary Contact. If
the Primary Contact is the only contact specified, IBM may consider
the Primary Contact to be the sole contact for all purposes. (No
Post Office Boxes, please)
|
Company Name: Lawson
Software, Inc.
|
|
Contact Name: David Gagne
|
|
Street Address: 380 St. Peter Street
|
|
City:State/Province:ZIP Code/Postal Code: St
Paul, MN 55102
|
|
Country: USA
|
|
Telephone/Ext.:Fax: 651-767-7000
|
|
E-mail Address: davidgagne@lawson.com
|
|
IBM Customer Number: 5079378
|
Software Maintenance Media Shipping
Contact (if different
from Primary Contact above ):
Note: You are eligible to receive
one set of media for Programs covered by such maintenance when
Programs are revised and become commercially available. Program
upgrade media will be shipped to the contact at the address
indicated below. Maintenance coverage must be active in order for
the upgrade(s) to be shipped. Please note: A Post Office Box is
not a valid ship-to address.
|
Company Name: same as above
|
|
Contact Name:
|
|
Street Address:
|
|
City:State/Province:ZIP Code/Postal
Code:
|
|
Country
|
|
Telephone/Ext.:Fax:
|
|
E-mail Address:
|
|
IBM Customer Number:
|
Maintenance Renewal Contact
(if different from Primary
Contact above): The contact you designate in this information
box is the person responsible for assisting with maintenance
renewals.
|
Company Name:
|
|
Contact Name:
|
|
Street Address:
|
|
City:State/Province:ZIP Code/Postal
Code:
|
|
Country
|
|
Telephone/Ext.:Fax:
|
|
E-mail Address:
|
|
IBM Customer Number:
|
6
Site Technical Contact ( if different from Primary Contact
above): The Site Technical Contact specified below is
responsible for overall support compliance, maintaining the
authorized caller list, and coordinating distribution of the
technical support access information to the authorized callers of
this site.
|
Company Name:
|
|
Contact Name:
|
|
Street Address:
|
|
City:State/Province:ZIP Code/Postal
Code:
|
|
Country
|
|
Telephone/Ext.:Fax:
|
|
E-mail Address:
|
|
IBM Customer Number:
|
Billing Contact (if different from Primary Contact above)
: The contact you designate in this information box is the person
you want to receive, where applicable, billing
communications.
|
Company Name:
|
|
Contact Name:
|
|
Street Address:
|
|
City:State/Province:ZIP Code/Postal
Code:
|
|
Country
|
|
Telephone/Ext.:Fax:
|
|
E-mail Address:
|
|
IBM Customer Number:
|
7
