**Exhibit10.5**

 

**IBM OEM SoftwareAgreement**

 

**Base Agreement:4905S10262**

 

Thank you for doing business withIBM.  The Agreement is our completeagreement and replaces all prior oral or written communications between usregarding the transactions described in the Transaction Documents.

 

By signing below for our companies, eachof us agrees to the terms of this Base Agreement.  When signed, each Transaction Document andthe Base Agreement form a separate agreement between the parties.  Once signed, 1) both parties agree anyreproduction of the Agreement made by reliable means (for example, photocopy orfacsimile) is considered an original and 2) all Programs are subject to it.

 
| Agreed to:                                   | Agreed to:                 |                      |
|----------------------------------------------|----------------------------|---------------------------|
|                                         |                       |                      |
| International Business Machines  Corporation | Lawson Software, Inc. |                      |
|                                         |                       |                      |
|                                         |                       |                      |
| By:                                          |                       |                      | By: |   |   |   |
|                                         |                       |                      |
| Name:                                        | Joyce Beeman               | Name:                     |   |   |   |
|                                         |                       |                      |
| Title:                                       | Contract Administrator     | Title:                    |   |   |   |
|                                         |                       |                      |
| Date:                                        |                       |                      | Date: |   |   |   |
|                                         |                       |                      |
| IBM Address:                                 |                       | Lawson  Software Address: |
|                                         |                       |                      |
| 11400 Burnet  Road                           |                       | 380 St Peter  Street      |
| Austin, TX  78758                            |                       | St. Paul, MN  55102       |
| Attn:                                        | OEM Software  Contracts    |                      |   |
|                                         | Internal Zip  0411E034     |                      |   |
|                                              |                            |                           |  |  |  |  |  |  |  |  |  |  |

 

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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 youto copy certain Programs to include in your Solution which you will market anddistribute 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 forremarketing. Customers may outsource the Solution to a third party. Customersdo not include you, your parent company, subsidiaries, or any company whichshares common ownership with you.

 

1.2                       MaintenanceModifications - Revisions that correct errors in Programs.

 

1.3                       Open SourceCode - Any computer software program, of which (i) the human-readableprogram instructions (known as “source-code”) are available to the public forinspection and use by others; and (ii) the terms and conditions of theapplicable license agreement permit recipients of the program freely (andwithout liability to pay any royalty or fee) to copy, modify and distribute theprogram’s source code.

 

1.4                       Programs -The IBM products listed in the Transaction Document and all whole or partialcopies of them. A Program consists of machine-readable instructions, itscomponents, data, audiovisual content (such as images, text, recordings, orpictures), and related licensed materials.

 

1.5                       Solution -The offering that is created when our Programs and your Value-Add Componentswork together.

 

1.6                       Value-AddComponents - Your products listed in the Transaction Document that you mustinclude in your Solution.  Your Value-AddComponents must add significant new functionality or combine or integrate theProgram with one or more other products or services that add significant newfunctionality.

 

1.7                       ASP Services- The delivery and management of the Solution by Lawson’s Application ServiceProviders, which may include Lawson, to either one or  multiple Customers via the Internet or aprivate network. ASP Services do not include the downloading or copying ofPrograms by Customers.

 

**2.0**                     LICENSES AND GRANTS

 

2.1                       The Programsare owned by IBM, one of its subsidiaries, or an IBM supplier, and arecopyrighted and licensed, not sold. Each party keeps title to its copyrights,patents and any other intellectual property rights in its materials.

 

2.2                       IBM willprovide you one copy of each Program. IBM grants you a nontransferable, nonexclusive right to: (a) copy eachProgram (including all trademarks contained in the Program) to include in yourSolution, (b) market and distribute the Solution to Customers subject tothe terms of this Agreement, and (c) use the Programs to providemaintenance and support.  You may alsoprovide the Solution via ASP Services. You may only market such Program toCustomers as part of your Solution and may not modify the Program or anyproprietary notices or trademarks contained in the Program without IBM’s priorwritten consent.

 

2.3                       A restrictedlicense allows you, your distributors, and your Customers to use the Programsonly in conjunction with the Solution. The Transaction Document will specifythe 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 yourCustomers that they may only use the Program as part of the Solution.

 

2.4                       If arestricted license does not apply to a Program, you may distribute such Programeither under the terms of the IBM International Program License Agreement(IPLA) or under your license agreement.

 

2.5                       For bothrestricted and unrestricted licenses, your license agreement must restrict yourCustomers to substantially the same terms as

 

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the IPLA. You must include in yourSolution any additional licensed materials and Proof of EntitlementCertificates we provide to you.

 

2.6                       You mustprovide all support for your Value-Add Components. The Transaction Documentwill specify each party’s respective responsibilities regarding support for thePrograms.

 

2.7                       IBM willmake available to you Maintenance Modifications released by IBM during the termof the Transaction Document.  You agreeto incorporate Maintenance Modifications on all Programs as soon ascommercially reasonable.

 

2.8                       Theterritory for this Agreement is worldwide (Territory) except where prohibitedby applicable laws. The Territory also excludes the following countries whereIBM 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 usedistributors directly or indirectly to distribute the Solution to Customers inthe Territory. You will ensure that anyone you authorize to use or distributethe Programs does so only in compliance with the terms of this Agreement.

 

2.10                 You may notreverse assemble, reverse compile, or otherwise translate the Program.

 

2.11                 IBM maywithdraw Programs either on a temporary or permanent basis.  If the withdrawal is based on an infringementclaim, or if IBM no longer has the rights for the Programs, you will suspendfurther use and distribution of the Programs. For other withdrawals, you maycontinue 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 forthree years from IBM’s general availability and will provide one years noticeprior to withdrawing  support from aProgram.

 

**3.0**                     PAYMENTS AND TAXES

 

3.1                       You agree topay IBM as described in the Transaction Document. If a purchase commitment isspecified in a Transaction Document, and you have not met such commitment bythe end of the term of such Transaction Document, IBM may invoice you for theremaining balance.

 

3.2                       If youaccept a returned Solution from your Customer and refund the amount paid, youmay relicense it to another Customer without additional fee to IBM.

 

3.3                       If anyauthority imposes a duty, tax, levy or fee, excluding those based on IBM’s netincome, upon the Program supplied by IBM under this Agreement, then you agreeto pay that amount or supply exemption documentation.

 

3.4                       For twoyears, you will maintain relevant records to support payments made to IBM andto show you have otherwise complied with the Agreement. Upon at least five daysadvance written request from IBM, you will make such records available to IBMor an independent auditor chosen and compensated by IBM. Such audits will beconducted during normal business hours on your premises and will not occur morethan once each year. The auditor will sign a confidentiality agreement and willonly disclose to IBM any amounts due and payable for the period examined.  The auditor will follow such security andother procedures as directed by you.  Ifan audit discovers that you underpaid IBM, you will pay the amount due plusinterest from date payment was due.  Theinterest rate is the lower of 2% per month or the highest interest rate allowedby law.  If you have underpaid IBM bymore than 5%, you will also reimburse IBM for all expenses associated with theaudit.

 

3.5                       In order foryou to perform your responsibilities under this Agreement, you may license thePrograms for development, testing, demonstration, and support purposes, at theprices specified in the Transaction Document. At any time during the course of this Agreement, or after itsexpiration, you may license the Programs for internal use at prices and termsnegotiated between the parties. The terms of this Agreement shall not apply tothat transaction and IBM will not credit any payments under this Agreementtowards such license fees.

 

**4.0**                     WARRANTY AND INDEMNIFICATION

 

4.1                       IBM warrantsthat when the Program is used in the specified operating environment it willconform to its specifications.  IBM doesnot warrant uninterrupted or error-free operation of the Program or that IBMwill correct all non-material Program defects. IBM is not responsible for the results obtained from the use of theProgram.

 

4.2                       IBM DOES NOTWARRANT TO YOU THAT THE PROGRAMS OR YOUR SOLUTIONS WILL MEET THE REQUIREMENTSOF YOU,

 

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YOUR DISTRIBUTORS OR CUSTOMERS.  EXCEPT AS EXPRESSLY PROVIDED IN THEAGREEMENT, IBM PROVIDES THE PROGRAMS TO YOU “AS IS” WITHOUT WARRANTY.  IBM DISCLAIMS ALL OTHER WARRANTIES, EXPRESSOR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NON INFRINGEMENT,MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

 

4.3                       If a thirdparty claims that a Program as furnished by IBM infringes a patent orcopyright, IBM will indemnify you against that claim at IBM’s expense. If aninfringement claim appears likely, or is made about a Program, you will letIBM, a) modify or replace it with similar functionality, or b) obtain thenecessary rights for you to continue to exercise your license under thisAgreement.  If IBM concludes that neitherof these alternatives is reasonably available, you will return or destroy thePrograms in your possession on IBM’s written request. IBM will have noobligation 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 theProgram, or 3) the combination, operation, or use of the Program with anyproduct, data, or apparatus that IBM did not provide.

 

4.4                       If a thirdparty makes a claim against IBM based on your representations not authorized byIBM or based on your breach under this Agreement, you will indemnify IBMagainst that claim at your expense.

 

4.5                       Theindemnifying party will pay any settlement amounts it authorizes and all costs,damages and reasonable attorneys’ fees that a court finally awards if the otherparty a) promptly provides the indemnifying party with written notice of theclaim, and b) allows the indemnifying party to control, and cooperates with itin, the defense of the claim and settlement negotiations. The indemnifyingparty will not agree to any settlement that materially prejudices the otherparty.  The other party may participatein the proceedings at its option and expense.

 

**5.0**                     LIMITATION OF LIABILITY

 

5.1                       Circumstancesmay arise where, because of a breach or other liability, one party may recoverdamages from the other.  For all claimsbrought under this Agreement, regardless of the basis on which the claim ismade (including fundamental breach, negligence, misrepresentation, or other contractor tort claim), each party will only be liable for 1) damages for bodily injury(including death) and damage to real property and tangible personal propertyand 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 theclaim.  This Limitation of Liabilityshall not apply to any amounts due IBM under this Agreement, or to any claimbased on the Indemnification section, or to any breach of either party’s intellectualproperty rights.

 

5.2                       Under thisAgreement, neither party will be liable for any special, incidental, orindirect damages or for any economic consequential damages (including lostprofits or savings), even if it has been advised of the possibility of suchdamages.  IBM is not responsible fordamages arising from or related to the use of the Programs outside of theTerritory.

 

**6.0**                     TERM AND TERMINATION

 

6.1                       ThisAgreement and your license rights granted under it remain in effect as long asthere is a valid Transaction Document. We may add additional Transaction Documents as mutually agreed.  Termination or expiration of the Agreement orany Transaction Document does not affect previously granted paid-up licenses toCustomers or any licenses granted to you under any other Agreements.

 

6.2                       IBM mayterminate this Agreement and any Transaction Document on written notice if youmarket Programs not in connection with the Solution or if you violate IBM’sintellectual property rights and fail to cure such breach within seven businessdays after receipt of written notice from IBM demanding its cure andidentifying the breach.  If you marketPrograms separately from the Solution, as IBM’s sole remedy, you agree to payIBM the difference between the price you paid IBM for the Programs and oursuggested retail price for the Programs. IBM may have other remedies under the law and the Agreement.

 

6.3                       Either partymay terminate this Agreement or a Transaction Document on 60 days’ writtennotice if the other party fails to comply with a material term of thisAgreement or a Transaction Document, unless such failure is cured within the 60day notice period.

 

6.4                       You mayterminate this Agreement, without cause on 90 days written notice.

 

6.5                       Upontermination or expiration, you must return all copies of the Programs to IBM,except that you may keep one copy for archival, litigation, audit, disputeresolution,  and support purposes. Anyterms of this

 

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Agreementwhich by their nature extend beyond the Agreement termination or expirationremain in effect until fulfilled.

 

**7.0**                     GENERAL

 

7.1                       Each partyis an independent contractor. Neither party is, nor will claim to be, a legalrepresentative, partner, franchisee, agent or employee of the other, except asspecifically 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 expensesincurred in any dispute.

 

7.2                       Each partymay have similar agreements with others and may design, develop, manufacture,acquire or market products and services that are competitive with theother.  You will independently establishprices and terms for the Solution, provided your terms include those requiredby this Agreement.

 

7.3                       Each partyagrees to comply with all applicable laws and regulations including exportlaws.

 

7.4                       Each partywill identify coordinators who will represent us for various aspects of thisAgreement and will notify the other party if the coordinators change.

 

7.5                       Both partieswill act in good faith to resolve disputes. Neither party will bring a legalaction 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 asexpressly stated herein, this Agreement does not grant you any rights in anyIBM patents, copyrights, trademarks, trade names, or service marks.

 

7.7                       Neither partyis responsible for failure to fulfill any obligations due to causes beyond itscontrol.

 

7.8                       Except tothe extent provided herein, you may not assign or transfer the Agreement oryour rights under it or delegate or subcontract your obligations without IBM’sprior written approval, except to a parent or subsidiary, or to a successororganization by merger, consolidation or a sale of substantially all the assetsor an operating division.   Any otherattempt to do so is void.  This Agreementshall be binding upon and shall inure to the benefit of the parties and theirrespective successors, assigns and trustees

 

7.9                       You agree toallow International Business Machines Corporation and its subsidiaries to storeand use your business contact information, including names, business phonenumbers, and business e-mail addresses, anywhere they do business.  Such information will be processed and usedonly in connection with our business relationship, and may be provided tocontractors acting on IBM’s behalf, IBM business partners who promote, marketand support certain IBM products and services, and assignees of InternationalBusiness Machines Corporation and its subsidiaries for uses consistent with ourbusiness relationship.

 

7.10                 Allinformation exchanged is non-confidential. Where confidential information must be exchanged, it will be done undera signed confidentiality agreement. However, you will not disclose the terms of the Agreement to a thirdparty except a) to your accountants, lawyers or other professional advisorsunder a confidentiality agreement or b) as required by law, provided you getall available confidential treatment for them.

 

7.11                 The laws ofthe state of New York govern this Agreement. The “United Nations Convention onInternational Sale of Goods” does not apply.

 

7.12                 In case ofconflict, terms of the Transaction Document prevail over terms of the BaseAgreement.

 

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**IBM OEM Software Agreement:4905S10262**

**Percent of Revenue TransactionDocument – Number 01**

 

Thank you for doing business withIBM.  This is a Transaction Documentunder the IBM OEM Software Agreement No. 4905S10262 (“Agreement”).  This Transaction Document becomes effectivewhen signed by both parties.

 

By signing below for our companies, eachof us agrees to the terms of this Transaction Document.  Once signed, 1) both parties agree anyreproduction of the Agreement made by reliable means (for example, photocopy orfacsimile) is considered an original and 2) all Programs are subject to it.

 
| Agreed to:                                   | Agreed to:                 |                      |
|----------------------------------------------|----------------------------|---------------------------|
|                                         |                       |                      |
| International Business Machines  Corporation | Lawson Software, Inc. |                      |
|                                         |                       |                      |
|                                         |                       |                      |
| By:                                          |                       |                      | By: |   |   |   |
|                                         |                       |                      |
| Name:                                        | Joyce Beeman               | Name:                     |   |   |   |
|                                         |                       |                      |
| Title:                                       | Contract Administrator     | Title:                    | President |   |
|                                         |                       |                      |
| Date:                                        |                       |                      | Date: |   |   |   |
|                                         |                       |                      |
| IBM Address:                                 |                       | Lawson  Software Address: |
|                                         |                       |                      |
| 11400 Burnet  Road                           |                       | 380 St Peter  Street      |
| Austin, TX  78758                            |                       | St. Paul, MN  55102       |
| Attn:                                        | OEM Software  Contracts    |                      |   |
|                                         | Internal Zip  0411E034     |                      |   |
|                                              |                            |                           |  |  |  |  |  |  |  |  |  |  |

 

1

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**1.****             ****Program(s)/Prices:**

 

IBM Programs are bundled as a TechnologyFoundation, as listed below.  You mustdistribute all Programs in the Technology Foundation as a total set ofPrograms, and not separately. You will pay IBM for the Technology Foundation asstated below:

 
| **Part Number** | ** ** | **License (including 1 Year of Maintenance)  Technology Foundation**     | ** ** |
|----------------------|------------|--------------------------------------------------------------------------|------------|
| D5ALTLL              |       | WAS NETWORK  DEPLOYMENT 5.0 MULTIPLT PROG PK 1 PROC NLV                  |       |
| D50TTLL              |       | WEBSPHERE  PORTAL ENABLE MULTIPLATFORMS PROC LIC+SW MAINT 12 MO          |       |
| D533ILL              |       | IBM TIVOLI  DIRECTORY SERVER MGD PROC LIC+SW MAINT 12 MO                 |       |
| D521NLL              |       | IBM TIVOLI  LICENSE MANAGER MGD PROC LIC+SW MAINT 12 MO                  |       |
| D51NDLL              |       | DB2 UDB  WORKGROUP SERVER UNLIMITED ED PROCESSOR LIC+SW MAINT 12 MO      |       |
| D54N4LL              |       | RATL  APPLICATION DEV FOR WEBSPHERE SW AUTH USER LIC+SW MAINT 12 MO      |       |
|                 |       |                                                                     |       |
| **Part Number** | ** ** | **Maintenance Renewal**                                                  | ** ** |
| E1ALVLL              |       | WEBSPHERE  APPLICATION SRVR NETWORK DEPLOYMENT PROC ANNUAL SW MAINT RNWL |       |
| E006ZLL              |       | WEBSPHERE  PORTAL ENABLE MULTIPLATFORMS PROC ANNUAL SW MAINT RNWL        |       |
| E013NLL              |       | IBM TIVOLI  DIRECTORY SERVERPROCESSOR ANNUAL SW MAINT RNWL               |       |
| E00HTLL              |       | IBM TIVOLI  LICENSE MANAGER CLIENT ANNUAL SW MAINT RNWL                  |       |
| E00IHLL              |       | DB2 UDB  WORKGROUP SERVER UNLIMITED ED PROCESSOR ANNUAL SW MAINT RNWL    |       |
| E01MJLL              |       | RATL  APPLICATION DEV FOR WEBSPHERE SW AUTH USER ANNUAL SW MAINT RNWL    |       |

 
| **Existing Lawson Clients** | ** ** | **Existing License  Royalty Fee** | ** ** | **Existing Maintenance  Royalty Fees** | ** ** | **Conditions**               | ** ** |
|-----------------------------|------------|-----------------------------------|------------|----------------------------------------|------------|------------------------------|------------|
| ***                         |       | ***                               |       | ***                                    |       | ***                          |       |
| ***                         |       | ***                               |       | ***                                    |       | ***                          |       |
|                        |       |                              |       |                                   |       |                         |       |
| **New Lawson Clients**      | ** ** | ** **                        | ** ** | **New License Royalty  fees**          | ** ** | **Maintenance Royalty Fees** | ** ** |
| ***                         |       | ***                               |       | ***                                    |       |                         |       |

 

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 “Solution Revenue” means ***

 

 “Maintenance Revenue” means ***

 

**BillingTable (as per payment schedule in 4c)**

 
| **Transaction**                        | ** ** | **Payment** | ** ** | ** ** |
|----------------------------------------|------------|-------------|------------|------------|
| **Existing Maintenance Royalty  Fees** |       | ***         |       |       |
| **New License Royalty fees**           |       | ***         |       |       |
| Existing  License Royalty Fees         |       | ***         |       | ***        |

 

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***

 

**2. Value-Add Components which must be included inSolutions:**

 
| **Vendor**                 | ** ** | **Application Description**                                                         |
|----------------------------|------------|-------------------------------------------------------------------------------------|
| Lawson Software, Inc. |       | The then current Lawson  Suite excluding third party products and maintenance. |

 

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**3. Term:**  The term of this Transaction Document will bethree (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) yearterms for a total of two additional years. This three (3) year contract and each renewal is a separateTransaction.  Each of the two (2) renewalswill have the same terms and****prices as this Transaction Document***.

 

**4. Reporting and Purchase Order Requirements:**

 

a)              You shall maintaincomplete and accurate records indicating by fiscal  quarter, (i) all Program copies madeduring such quarter by you; and (ii) all Maintenance Renewal purchasesmade for Programs during such quarter. You shall report Customer name,Technology Foundation, new Transactionaccounts and modules types,  LawsonMaintenance and Solution, Revenue less third party.  This information may also be used by IBM topay its sales reps.

 

b)             Within30 days after the Lawson fiscal quarter, you agree to submit to IBM, a purchaseorder as well as a sales report, for the Program licenses included inthe Solutions sold and for Maintenance Renewals and Maintenance Reinstatementspurchased, (i) during the quarter up to the time of the report andpurchase order, and (ii) during the previous quarter after that quarter’s reportand purchase order were submitted. Your sales report must contain the number ofSolutions sold, the net revenue you received for the Solutions sold (includinginitial year of Maintenance), the net revenue you received for MaintenanceRenewals , the number of copies made of each Program, and the number ofMaintenance Renewals purchased.

 

IBM shall invoice youthe 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)              PaymentSchedule

 
| **Transaction**                        | ** ** | **Each Report  September&  December 2005  Report** | ** ** | **Quarterly  Starting March  2006 and  reported June  2006** | ** ** | **March&  June 2006  Report for  each qtr** | ** ** | **Quarterly starting  with Sept 2006 for  rest of 3 year  contract** | ** ** | **Starting on the date  of release of Lawson  8.1** | ** ** |
|----------------------------------------|------------|--------------------------------------------------------|------------|--------------------------------------------------------------|------------|------------------------------------------------------|------------|----------------------------------------------------------------------|------------|-----------------------------------------------------|------------|
| **Existing  Maintenance Royalty Fees** |       | ***                                                    |       | ***                                                          |       | ***                                                  |       | ***                                                                  |       | ***                                                 |       |
| **New  License Royalty fees**          |       | ***                                                    |       | ***                                                          |       | ***                                                  |       | ***                                                                  |       | ***                                                 |       |
| Existing License Royalty Fees          |       | ***                                                    |       | ***                                                          |       | ***                                                  |       | ***                                                                  |       | ***                                                 |       |

 

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***

 

d)             Thefollowing Media Packs will be shipped for the Programs listed in Section 1:

 

| **Media Pack PN** | ** ** | **Media Pack Description**                                                |
|-------------------|------------|---------------------------------------------------------------------------|
| BA0BPML           |       | WAS NETWORK  DEPLOYMENT 5.1 MULTIPLT 1 PROC NLV MEDIA PK NLV              |
| BA0B3ML           |       | WEBSPHERE PORTAL ENABLE V5.0.2.2 AIX, SOL, WN 2000, *** INTEL+ ZSER MP ML |
| BA0D9ML           |       | IBM TIVOLI  DIRECTORY INTEGRATOR V6.0 MULTIOS MEDIA PK MULTILINGUAL       |
| BJ0DKML           |       | IBM TIVOLI LICENSE MANAGER V2.1.0 CD MEDIA PACK MULTI                     |
| BB09ZNA           |       | DB2 UDB  WORKGROUP SERVER UNLIMITED V8.1 MEDIA PACK ENGLISH               |
| Electronic        |       | RATL  APPLICATION DEV FOR WEBSPHERE SW AUTH                               |

 

e)              Youwill submit purchase orders, reports, and payments to:

 
|   | IBM  Branch Office JWQ                  |
|--------|-----------------------------------------|
|   | Accounts  Receivable - Internal Zip 261 |
|   | 150  Kettletown Road                    |
|   | Southbury,  CT 06488                    |
|   |                                    |
|   | FAX:  (845)491-2779                     | EMAIL:  ibmoemsw@us.ibm.com |

 

IBM may update the fax number and/or addressfrom time to time.

 

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**5. Maintenance and Support Services**

 

An initial 12-monthterm of Maintenance is included for each license you distribute under thisTransaction Document.  The effective datefor Maintenance for a license will commence on the date IBM accepts yourpurchase order for such license.  You mayrenew Maintenance for each license for an additional consecutive 12-monthterm for the Maintenance Renewal payment described in Section 1. Forlicenses on which you have not continually renewed Maintenance, you may acquirea 12-month term of Maintenance for the Maintenance Reinstatement paymentdescribed in Section 1. You may acquire Maintenance Renewal or MaintenanceReinstatement only in support of licenses that you sold to Customers as part ofthe Solution. You are responsible for documenting and tracking the effectivedate and renewal date for each Maintenance term for your Customers.

 

For each Program licensewith Maintenance in effect, subject to section 2.11 in the BaseAgreement.  IBM will:

a)              Makeavailable to you and authorize you to upgrade to the most current, commerciallyavailable version, release, or update, should any be made available;

b)             provideyou with assistance for your code related questions; and

c)              provideassistance via telephone and, if available, electronic access, only to yourtechnical support personnel during the normal business hours (published primeshift hours) of your IBM support center. (This assistance is not available toyour Customers). IBM provides Severity 1 assistance 24 hours a day, every dayof the year.  Consult the IBM SoftwareSupport Guide at (http://techsupport.services.ibm.com/guides/contacts.html) fordetails.

 

Maintenance does notinclude assistance for 1) the design and development of applications, 2) theuse of Programs in other than their specified operating environment, or 3)failures caused by products for which IBM is not responsible under thisAgreement.

 

**IBM warrants that it providesMaintenance using reasonable care and skill. This warranty  is your exclusive warranty regardingMaintenance, and replaces all other warranties or conditions, express orimplied, including, but not limited to, the implied warranties or conditions ofmerchantability and fitness for a particular purpose.**

 

If IBM withdrawsMaintenance for a particular Program license, you understand that:

1)              IBMwill not make Maintenance renewal available for that Program; and

2)              ifyou renewed Maintenance for that Program license prior to the notice, IBM, atits sole discretion, will either continue to provide Software Maintenance toyou for that Program license until the end of the then current coverage periodor give you a prorated refund.

 

**Support Responsibilities**

For Program licensescovered under Maintenance, you or your distributors will provide Level 1 and2  Support to Customers, and be theinterface to the Customers for all support IBM provides to you.

 

For Program licenses notcovered under Maintenance, you or your distributors will provide Level 1 andLevel 2 Support to Customers at  Lawson’ssole discretion. In such cases, IBM will only provide you access to IBMdatabases containing information on known Program defects, defect corrections,restrictions, and bypasses for the unmodified portion of Programs. IBM willmaintain this information for a minimum of one year after you acquire theProgram. You agree to be the interface to Customers for this service. Consultthe IBM Software Support Guide for further information at: “http//techsupport.services.ibm.com/guides/handbook.html.”

 

“Level 1 Support”****means theservice provided in response to the initial phone call by a Customer whichidentifies and documents an error in a Program. This includes problem source identificationassistance, problem analysis, problem resolution, installation planninginformation, and preventative and corrective service information.

“Level 2 Support” meansthe service provided to analyze or repeat the error, or to determine that the erroris not repeatable. This service also includes in-depth technical analysis.

“Level 3 means theservice provided for fixes, work arounds. This Service also includes in-depthtechnical analysis and            support for fixes and  Lawson cancall IBM  direct access  support call center.

 

**6. Miscellaneous Terms/Conditions:**

 

a)              Youwill receive one copy of the Program(s) and are authorized to make copies ofsuch Program(s) in accordance with the terms of the Base Agreement.

 

b)             Allpayments are nonrefundable.

 

c)              Thelicense granted to you is a “Restricted License” for the Program(s) listedabove which means the Programs may only be used in conjunction with theSolution.

 

d)             Youagree to the terms specified in the Program-unique Terms Attachment, for the Programslisted in Section 1 of this Transaction Document.

 

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e)              ISVentitlement and use of the WAS ND (D5ALTLL) product is limited to the J2EEapplication server and web services content in a single application serverdeployment environment. Lawson programming model extensions are notrestricted.  Use of the clustering, highavailability services and programming model extensions are restricted.

 

f)                The license Web Portal Enable (D50TTLL) willbe limited to the Express Processor License Option.

 

g)             The followingcomponents/capabilities:  PortalPersonalization and Clustering Support are removed from the   Web Portal Enable product.

 

h)             The following limited-license IBM productsincluded in Portal Enable are removed : IBM Rational Application Developer, DB2 UDB Enterprise Edition, IBMWorkplace Web Content Management, and WebSphere Translation Server.

 

i)                 IBM willprovide training and access to IBM future technology as agreed to in the MasterRelationship Agreement between the parties.

 

j)                 IBMwill allow you and your Certified Business Partners and other contractorslocated within the Territory to perform your obligations in connection with thedevelopment, testing, marketing, distribution and support of the Solution underthe terms and conditions of this Agreement.

 

k) In the event that Lawson merges with or acquires the capital stock or assets of another entity, Lawsonmay at its option include that entities’ products under this Agreement underterms to be negotiated in good faith between the parties.

 

l)                 Noadditional royalty fees due for Lawson’s internal use of the Programs toprovide marketing (including), training, demonstration, and Support for theSolution.

 

m)           Noadditional 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)             NoCPU restrictions (other than on DB2 and RAD). Limited to one CPU for RAD,  andlimited to four DB2

 

o)             Youagree that you will ship the IBM Programs in all versions of your Value-AddComponents starting with Lawson 8.1.0.

 

p)             Lawsonwill report the following monthly.  Theseitems will be reported by the 5th workday after the end of themonth. This report is separate of the financial quarterly reporting.  This reporting is used for the Upsell withIBM.  You shall report Customer Name,Location Lawson Sales rep name, and Type of revenue. The Lawson rep will workwith IBM on introductions.

 

**7.  Contract Coordinators:**

 
|       |   | **For IBM:**          | ** ** | **For you:**               |       |
|------------|--------|-----------------------|------------|----------------------------|------------|
| Name       |   | Joyce Beeman          |       | VP Alliances               |       |
| Company    |   | IBM Corporation       |       | Lawson Software, Inc. |       |
| Address    |   | 11400 Burnet Rd       |       | 380 St. Peter Street       |       |
|       |   | Internal Zip 0411E034 | ** ** | ** **                 | ** ** |
| City, ST   |   | Austin, TX 78758      |       | St. Paul, MN 55102         |       |
| Telephone: |   | 1-877-572-9251        |       | 651-767-7000               |       |
| Fax:       |   | 1-877-572-9251        |       | 651-767-5336               |       |
| E-Mail:    |   | joycebee@us.ibm.com   |       | steven.borsch@lawson.com   |       |

 

5

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**IBM OEM Registration Form**

 

*Please provide all requested information in orderto be registered or to update your information.*

 

The Primary Contact must complete and submit tothe IBM account representative this registration form at the time of contractsigning. Failure to do so may result in delay in registering maintenance authorization.

 

**For each contact information box below, pleasecomplete all details. By completing this form and providing us with informationon behalf of other individuals in your organization, you certify that you haveconfirmed that they agree to your providing their data on the form.**

 

**Primary Contact (required):**IBMwill consider****the contact you designate in thisinformation box to be the primary contact. All correspondence, other thancorrespondence related to maintenance renewals, will be sent to the attentionof 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 eligibleto receive one set of media for Programs covered by such maintenance whenPrograms are revised and become commercially available. Program upgrade mediawill be shipped to the contact at the address indicated below. Maintenancecoverage 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 forassisting 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:                       |

 

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**Site Technical Contact**(*if different from Primary Contact above):*The Site Technical Contact specified below is responsible for overall supportcompliance, maintaining the authorized caller list, and coordinatingdistribution of the technical support access information to the authorizedcallers 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 toreceive, 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

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** Developer Relations**

 

**Master Relationship Agreement**

 

This is a Master Relationship Agreement (“MRA”)between Lawson Software, Inc. (“Lawson”) and International Business MachinesCorporation (“IBM”).  This agreementsupersedes the Master Relationship Agreement PB2003-03 dated December 22,2000.  This agreement establishes theterms and conditions for a marketing relationship between the parties. Thecomplete agreement between the parties consists of this MRA and the followingAttachments and Exhibits (collectively “Agreement”).  If there is a conflict among the terms ofthis MRA and any of its Attachments, the terms of the Attachment prevail unlessthe Attachment expressly indicates that a particular term in the MRA prevails.

 

(a) Attachment -Strategic Alliance Terms

(b) Exhibit A – Self ReportingQuestionnaire

(c) Exhibit B – Expense ReportingGuidelines

(d) Exhibit C  – IBM Enablement Assistance

 

The following are related agreements between theparties which remain in full force and effect and remain unmodified by this MRAunless expressly stated herein:

 

(a) IBM PartnerWorld Agreement -International Basic General Terms

(b) IBM Confidential Disclosure Agreement No. 4999PK0252dated April 20, 1999. (“CDA”)

(c) IBM OEM Software Agreement No. 4905S10262and Transaction Document #1 dated May 9, 2005.

 

This Agreement replaces all prior oral orwritten communications between the parties relating to the subject matterhereof.  Both parties accept the terms ofthis Agreement and identified Attachments and Exhibits by signing below. Oncesigned, any reproduction of this Agreement made by reliable means (for example,photocopy or facsimile) is considered an original, unless prohibited by locallaw.  This Agreement may only be modifiedby a writing signed by both parties.

 

The parties agree thatthe effective date of this Agreement (“Effective Date”) shall be June 1,2005.

 
| AGREED TO:                                  | AGREED TO:                 |
|---------------------------------------------|----------------------------|
|                                        |                       |
| International Business Machines Corporation | Lawson Software, Inc. |
|                                        |                       |
| By:                                         | By:                        |
|                                        |                       |
| Jon  E. Regitsky                            |                       |
|                                        | Print  Name                |

 

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|  Program Director, ISV Alliances |         |
|---------------------------------------|--------------|
|                                  | Print  Title |
|                                  |         |
| Date                                  | Date         |

 

Any notice required or permitted under thisAgreement will be sent to the Contract Representative named below, and shall beeffective upon receipt as demonstrated by reliable written confirmation (forexample, certified mail receipt, courier receipt or facsimile receiptconfirmation sheet.) Each party will notify the other if their ContractRepresentative changes.

 
| IBM’s Contract Representative:         | Lawson’s Contract Representative: |
|---------------------------------------------|----------------------------------------|
| International Business Machines Corporation | Lawson Software, Inc.             |
| 4111 Northside Parkway, LS 11D-06           | 380 St. Peter Street                   |
| Atlanta, GA 30327                           | St. Paul, MN 55102                     |
| Attention: Phillip G. Brown                 | Attention: Chief Operating Officer     |
| Phone: (404) 238-3174                       | Phone: (651) 767-7000                  |

 

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**1. Definitions**

 

Capitalized terms in this Agreement have thefollowing meanings:

 

**General Availability (GA)**shallmean the date on which the Optimized version of the Products and their relatedend-user documentation are first made commercially available****through direct end-user marketing channels.  Delivery of pre-release copies on a fee ornon-fee basis to end-users, independent software vendors or systemsmanufacturers for testing or adaptation purposes does not constitute GeneralAvailability.

 

**Embedded**shallmean that the Products are Optimized and the corresponding IBM technologies areshipped with the designated Lawson solutions.

 

**Optimize**shall mean that the Products take sufficient advantage of the capabilities ofthe specified IBM middleware, software and/or hardware and related operatingsystems (including Linux technologies) in the Solution (as defined below) toprovide at least equivalent performance and functionality to that provided bythe Products when used with non-IBM software or hardware, and that Lawson hasmet all Acceptance Criteria as set forth in Section 6.3 of the Attachment– Strategic Alliance Terms.  Optimizationis subject to the inherent performance and functionality of the  underlying IBM technologies.

 

**Products**are the current versions of Lawson-owned computer programs, entitled “Lawson8.0.3 Technology”, “Lawson 8.1.0 Technology”, “Lawson 8.1.1 Technology”,  “Lawson 8.1.2 Technology” and “LawsonLandmark”, in object code form, including documentation, related materials,maintenance modifications, enhancements and any security devices or “locks” andany other related items that are listed herein, including all enhancements,updates, fixes and/or new versions of the Lawson-owned Products, or any otherLawson-owned software products developed by Lawson after the Effective Datethat render existing Lawson-owned Products down level or obsolete.

 

**Solution** is an e-business offering consisting ofthe Products with one or more of the following: IBM Hardware platforms: eServer iSeries, pSeries, xSeries and zSeries andrelated operating systems; **IBM Storage Systems;**SSGstorage devices; **IBM Information Management software**:DB2 UDB, WebSphere Information Integrator and DB2 Data Warehouse; **IBM WebSphere software**: Application Server, Portal and  WebSphere Business Integration; **IBM Tivoli software**: Directory Server, License Manager,Enterprise Console, Monitoring, Provisioning Manager, Workload Scheduler,Access and Identity Manager; Lotus; **Rational Software:**Architect, Unified Process, Functional Tester, ClearCase, ClearQuest,PurifyPlus and Application Developer, or such other of IBM products asspecified in this Agreement and all successor versions of these IBM products,IBM services and IBM Global Financing., IBM services and IBM Global Financing.

 

**2. Nature of Relationship**

 

The parties will pursue opportunities to jointlymarket and sell the Solution using the following arrangements:

 

•                  **Joint opportunities**is a collaborative, cooperative effort between the parties to jointly marketand sell the Solution to customers.  Noroyalties or fees are paid by either party to the other for recognized sales ofthe Products or Solution components. Each party sells or licenses its Solution components to customers underits own terms and conditions. Each party also provides all levels of supportfor its Solution components.

 

•                  **Services Engagement****Model** -  Under certain circumstances, ona customer-specific basis, IBM may sell Lawson’s Products and/or services underthe terms and conditions of separately negotiated SSEA.

 

3

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**3. Territory**

 

The “Territory” for thisAgreement shall consist of all the countries in the world in which IBM isdirectly or indirectly conducting business.

 

**4. Licenses and Grants**

 

**4.1 Marketing and Demonstration Activities:**  To enable each party to effectively jointmarket and demonstrate the Solution to customers, each party grants the other,during the term of this Agreement, a royalty-free, non-exclusive right andlicense to: (a) use, translate, reproduce, execute, perform, market anddisplay in tangible or electronic form all, or any portion of  its Products or programs under thisAgreement, and (b) use, translate, reproduce, market and display intangible or electronic form related marketing materials, solely for the purposeof marketing and demonstrating the Solution under the terms of this Agreement.

 

**4.2****Proprietary Notices**: Each party agreesto maintain all copyright, trademark or other proprietary markings of the otherparty applicable to any portion of the Products, programs or the Solution andrelated documentation.

 

**4.3**Neither party is authorized to sell, transfer, distribute or otherwise makeavailable any of the other party’s products to any other entity or third partyexcept as permitted under this Agreement.

 

**4.4 IT Services:**Lawson acknowledges that licensees of the Products or of other softwareprograms licensed by Lawson (“Other Programs”) may retain IBM to performservices on their behalf, including but not limited to system integrationservices, hosting services, outsourcing services and other services that mayrequire or be facilitated by IBM having access to the Products (“IT Services”).  Notwithstanding any other provision of thisAgreement or of any license agreement, when IBM provides IT Services to alicensee of the Products, and during the term of any IT Services Agreementbetween IBM and the licensee, Lawson will permit IBM to access, use, transferto like-configured computer and/or take assignment of the licensee’s license tosuch Products solely on behalf of the licensee, without IBM or the licenseebeing required to acquire additional licenses or to incur additional fees. Thisprovision may not apply to third party products licensed directly or indirectlyby Lawson.

 

**4.5** Either party may perform any of itsrights, licenses and obligations under this Agreement through subsidiaries,subcontractors, and other companies affiliated with IBM or Lawson, such as IBMBusiness Partners and Lawson Business Partners. The use of such entities by either party does not relieve it of itsobligations under this Agreement. This Agreement does not grant either party orany  such entities any ownership to anyof the copyright rights in the Products.

 

**5. Limitation of Liability**

 

Neither party shall be liable to the other forany economic consequential damages (including lost profits or savings) orincidental damages under this Agreement, even if advised that they mayoccur.  Other than for  breach of confidentiality or for bodily injuryor direct damage to real or tangible personal property to the extent caused bya party’s negligence, each party’s aggregate and cumulative liability fordamages to the other party will be limited to $100,000.00.

 

**6. Term and Termination**

 

**6.1**This Agreement shall be effective when signed by both parties and shall remainin effect for three (3) years, “Initial Term”, unless terminated as setforth below or in Section 9.5 of the base Agreement. Thereafter, the parties may mutually agree toextend this Agreement via a written amendment.

 

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**6.2**Neither party may terminate this Agreement for convenience.  Either party may terminate this Agreement on30 days’ written notice if the other materially breaches its obligations andfails to cure such breach within the 30 day notice period; provided, however,that no termination of this Agreement shall be effective unless the partieshave participated in the meetings set forth in Section 9.4 below.  Inasmuch as this relationship is predicatedon the successful and timely Optimization of the Products, Lawson’s failure toaccomplish this as set forth in this Agreement shall constitute a materialbreach for which IBM may terminate as set forth above.

 

**6.3**Anyterms of this Agreement which by their nature extend beyond the day thisAgreement ends remain in effect until fulfilled, and apply to respectivesuccessors and assignees.

 

**7. Information**

 

Except for information exchanged pursuant toConfidential Disclosure Agreement No. 4999PK0252 dated April 20, 1999and any Supplements thereto, all information exchanged under this Agreement isnon-confidential. Neither party shall disclose the terms of this Agreement toany third party without the other party’s prior written consent, except: (a) tothe extent necessary to establish each party’s rights hereunder, (b) asrequired by applicable law or regulations, or (c) either party may include the name of the other in global,United States, regional or industry specific partner lists or privatepresentations that identify existing business partners.   Each party agrees not to issue pressreleases or other publicity regarding this Agreement or the relationship underit without the other’s prior written approval.

 

**8. Privacy**

 

Both parties have the right to store contactinformation on each other’s employees such as names, phone numbers and e-mailaddresses in any country where we do business. Each of us may use suchinformation to fulfill our respective obligations under this Agreement, subjectto any signed confidentiality agreement between us.

 

**9. General**

 

**9.1**Except as expressly stated herein, this Agreement does not grant either partyany rights in any trademarks, patents, copyrights, trade names, service marks,or other intellectual property of the other. Neither party will make anyunauthorized representations or warranties concerning the other party’sproducts or services and will not be responsible for claims based on the otherparty’s products or services.

 

**9.2**This is a non-exclusive relationship. Each party may have similar agreements with others and may independentlydevelop, acquire, and market materials, equipment, or programs that may becompetitive with (despite any similarity to) the other party’s products orservices.  Each party is responsible forits own costs, including all business, travel and living expenses incurred bythe performance of this Agreement except as specifically stated in thisAgreement and its Attachment(s).

 

**9.3**Neither party has relied on any promises, inducements or representations by theother, except those expressly stated in this Agreement.

 

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**9.4**Alldisputes with respect to the terms, operation, funding, or interpretation ofthis Agreement and any performance concerns, shall be documented in writing andescalated through the appropriate levels of management of each party, up to andincluding the level of vice president whom will meet promptly in person or bytelephone, until resolution of the issue is achieved or the respective vicepresidents cannot agree to a resolution of the dispute.  If the respective vice presidents cannotagree, the final resolution of the issue will rest with the appropriate IBMGeneral Manager(s) and a Lawson Senior Executive whom will meet promptly inperson or by telephone to review and attempt to resolve the dispute in goodfaith.

 

**9.5**Eachparty may only assign this Agreement to a subsidiary or in connection with areorganization or the sale of all or a substantial portion of its or itsapplicable operating division’s business. Any other attempted assignment is void. Notwithstanding any other term herein, either party may terminate thisAgreement on thirty (30) days written notice to the other party in the eventsuch other party acquires or is acquired by an entity the other party deems acompetitor or assigns this Agreement in connection with the sale of all or asubstantial portion of its business to an entity the non-assigning party deemsa competitor.

 

**9.6**Neither party will bring a legal action against the other more than two yearsafter the cause of action arose.  Eachparty waives a jury trial in any dispute. Each party shall pay (without reimbursement) its own legal fees andexpenses incurred in any dispute. Failure by either party to demand strict performance or to exercise aright does not prevent either party from doing so later.

 

**9.7**The parties are independent contractors. Personnel supplied by either party are not for any purpose consideredemployees or agents of the other party. Each party assumes full responsibility for the actions of its personnelwhile performing its obligations under this Agreement and is solely responsiblefor their direction and compensation. This Agreement does not create anyobligations for the parties in any way limiting or restricting the assignmentof its respective employees.

 

**9.8**Each party will comply with all applicable laws and regulations at its ownexpense. This includes all export and import laws and regulations.

 

**9.9**The laws of the State of New York govern this Agreement.

 

6

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**Attachment - Strategic AllianceTerms**

 

This Attachment sets forth the additional termsunder which each of us will commit to perform additional activities to increasesales of the Solution.  The terms of thisAttachment prevail over the terms contained in the base MRA and its otherAttachments and Exhibits. 

 

**1. Definitions**

 

For the purposes of this Attachment, thefollowing additional definitions apply.

 

**Internationalization**shallmean that a Product has the ability to implement national functions and thefacility to be translated to other languages. This includes one (1) category which corresponds to characteristicsof various languages:  single byte characterset (SBCS), left-to-right languages (examples are: U.S. English, German,Greek).  The Products shall avoid hardcoding language dependent codepages and character sets.

 

**2. Mutual Commitments**

 

**2.1**Eachparty will name a Relationship Manager (“RM”) to manage the day-to-dayactivities under this relationship. These managers will meet on a regular basis (but in no event less thanonce per quarter) to jointly assess status and progress under this Agreement.  Such meetings may be conducted in person orthrough other means including conference calls and electronic communications.During these meetings, the relationship manager shall identify any impedimentsto the success of this relationship and institute an appropriate action plan inwriting to remove such impediments.  Anymodifications to the terms and conditions of the Agreement must be made by bothparties in a signed writing and communicated to the other party via theirContract Representatives.

 

**2.2**Each party will name a Technology Manager to oversee the technology initiativesidentified in this Agreement. The Technology Managers will meet on a regularbasis (but in no event less than once per quarter) to jointly assess status andprogress of the technology initiatives under this Agreement. During thesemeetings, the Technology Managers shall also identify any impediments tocompleting the technology initiatives, and both recommend and implement anappropriate action plan in writing to remove such impediments.

 

**2.3**Eachparty will name a Marketing Manager to oversee the marketing activitiesidentified in this Agreement. The Marketing Managers will meet on a regularbasis (but in no event less than once per quarter) to jointly assess status andprogress of the marketing activities under this Agreement. During thesemeetings, the Marketing Managers shall also identify any impediments tocompleting the marketing activities, and both recommend and implement anappropriate action plan in writing to remove such impediments.

 

**2.4**Eachparty will name a Services Manager to oversee the services activitiesidentified in this Agreement. The Services Managers will meet on a regularbasis to jointly assess status and progress of the services activities underthis Agreement. During these meetings, the Services Managers shall alsoidentify any impediments to completing the services activities, and bothrecommend and implement an appropriate action plan in writing to remove suchimpediments.

 

**2.5**The parties will engage in joint marketingactivities in support of cultivating leads for Lawson’s Products, the Solutionand IBM and Lawson services.  The partieswill also annually develop a mutually agreedupon marketing plan in writing for such marketing activities, the initialmarketing plan to be developed within sixty (60) days of signing thisAgreement.  The marketing plan: (a) willinclude Key Marketing Focus Areas that will be identified by the parties fromtime-to-time (not less than annually) in writing; (b) a joint pipelinelist of opportunities for the Solution that will be reviewed and updated fromtime-to-time (not less than monthly),

 

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and (c) may includeone or more of the following: a marketing campaign, a Solution launch,executive team involvement, participation in trade shows, seminars and similarevents, collateral development, lead generation goals, deal visibility goalsand other areas for cooperation.  Eachparty will identify a contact to be the focal point for creation and review ofthis plan and the Key Marketing Focus Areas. Each year during the term of this Agreement , IBM agrees to be a premiersponsor of Lawson’s Conference and User Exchange.

 

**2.6**Thefinancial commitments of the parties set forth herein are in effect for oneyear from the effective date of this Agreement unless otherwise specificallystated. In the event that either wishes to decline renewing its annualfinancial commitment during the term of this Agreement, then the parties shallmeet and discuss this decision in accordance with the procedures set forth in Section 9.4of the Agreement. Commitments for subsequent years shall be as agreed tobetween the parties in a written amendment to this Agreement.  The resource commitments of the parties setforth herein are in effect for the three-year Initial Term unless otherwisespecifically stated.  Subsequentcommitments shall be as agreed to between the parties in a written amendment tothis Agreement.

 

**2.7**Lawsonand IBM will jointly announce this relationship after signing thisAgreement.  In support of such jointannouncement, IBM will identify appropriate resource(s) for any media relationsfollow up related to the announcement. The method of distribution of any mutually agreed announcement will be determinedjointly.  Upon the first Solution sale with the ProductsOptimized based upon the Optimization Table in this Attachment, IBM will,pursuant to the IBM press relations guidelines and procedures, provide Lawson aquotation for Lawson’s press announcement highlighting such win. The method ofdistribution of any mutually agreed announcement will be determined jointly.

 

**2.8**Bothparties recognize the importance of each party’s sales force and channelpartners being educated and current on how to market, sell, demonstrate andinstall the Products and the Solution. Accordingly, the parties will develop a mutually agreed sales trainingplan within sixty (60) days of the signing of this Agreement.  As a part of this  training plan, the parties will, on aperiodic basis, provide each other the opportunity to train an appropriatenumber of the other party’s sales force and channel partner resources, wherepossible, on the Products and the Solution at no charge to the other party orits partners.  Each party shall beresponsible for travel and living expenses for its resources when attending atraining session provided by the other party. Lawson grants IBM a royalty-free, non-exclusive right and license touse, reproduce, display and copy Lawson’s Product education and trainingmaterials solely for the purpose of enabling IBM to further educate its salesforce and channel partners.  Withinninety (90) days, both parties agree to develop a training plan encompassingtraining not specifically included in this Agreement.

 

**2.9**Onan annual basis, Lawson will develop, with IBM’s assistance, at least 3customer success stories related to the joint implementation of theSolution.  Lawson will obtain permissionfrom each customer for IBM to use these success stories in its Solutionpublications, on its web sites, and in other alternative external publications(one of which will be a Linux success story).

 

**2.10** Each party agrees toact as a reference partner for the other; and Lawson, with IBM’s assistance,will publish a brief write-up on the benefits of this relationship, withspecific reference to the benefits of the Solution with the IBM technologies.

 

**3. IBM’s Marketing and SalesCommitments**

 

**3.1 IBM’s Marketing and SalesCommitments - General**

 

**3.1.1**IBMwill promote Lawson’s Product as part of a leading e-business Solution in theHeathcare, Retail, Government and Education, Financial Services and Global SMBindustries.

 

8

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**3.1.2**IBMwill utilize trained resources for the marketing and sales efforts related to theSolution.   IBM retains sole discretionto determine the magnitude of the resources, the particular marketing and salesefforts to be implemented, the level of activity associated with this effortand the manner in which its resources may be compensated.

 

**3.1.3**IBMwill provide Lawson leads for i) the Product; or ii) the Solution. IBM’spassing of leads assumes that Lawson is in good standing as an IBM businesspartner, and IBM in no way warrants that Lawson will close leads or necessarilyderive any benefit from the lead which IBM passed.  Lawson agrees that failure to act timely onleads may result in the lead being reassigned to another IBM business partner.

 

**3.1.4**IBM will confer upon Lawson Premier Level status, or such similar status, inIBM’s PartnerWorld program (including all related benefits), subject to theterms of the PartnerWorld Agreement and related documents.  Premier level status will be maintained forthe duration of this Agreement.

 

**3.1.5**Effective upon execution of this Agreement, and on an annual basis for theremainder of its term, there shall be no fees for Lawson’s PartnerWorld PremierLevel participation Software Access Option, provided Lawson remain a strategicalliance partner in good standing.  TheIBM Software Access Option provides Lawson access to IBM’s Software AccessCatalog (formerly the IBM Software Mall) through which Lawson may obtain alimited number of discounted CDs and no-charge downloads of IBM software forthe purposes of internal evaluation, development integration, demonstration,internal education and Optimization, subject to IBM terms and conditions, andmanufacturing and shipping/handling costs. For Rational Products, Lawson mayaccess a limited number of product licenses through the terms and conditions ofthe Rational Software Access Catalog.

 

**3.1.6**IBM will allocate up to  *** dollars ofmarketing funds, to be equally matched by Lawson, in support of joint marketingactivities for the Solution under this Agreement.  Such amounts shall be allocated for activitiesas mutually agreed in the marketing plan.

 

**3.1.7**IBM will provide Lawson with access to information regarding its offerings viaWeb sites, technical conferences, literature, and other sources.

 

**3.1.8**Oncethis Agreement is executed and after a mutual announcement about thisrelationship has been publicly made, IBM will issue internal “News Flashes” toits appropriate sales teams which will announce this relationship and willprovide details regarding the Products and Optimization plans as they relate tothe Solution on a periodic basis.

 

**3.1.9**IBMwill offer Lawson the opportunity to include a reference and description of theOptimized Product(s) (provided by Lawson) in IBM’s Global SolutionsDirectory.  This directory is intended toafford Lawson an opportunity to market the Optimized Product(s) on a globalscale.  It includes direct links from IBMto Lawson’s Web site, and enables Lawson to customize Lawson’s listing withLawson’s company and contact information, Lawson’s logo(s) and certificationmark(s), as applicable.

 

**3.1.10**IBMwill incorporate descriptions of the Optimized Product(s) (provided by Lawson)in certain IBM internal sales tools and databases which provide informationabout ISV applications and the IBM products that work with them to IBM salesspecialists, client executives, technology managers, brand or sector marketingspecialists, and any one else engaged in building customer solutions.

 

**3.1.11**Thisrelationship is predicated on the successful and timely Optimization of Lawson’sProducts to the specified IBM technologies as set forth in this Agreement. *** ***Accordingly,IBM reserves the right to suspend, withhold or reduce its marketing,sales-related and technical performance obligations if Lawson fails to meet anOptimization Milestone set forth in the project plan through no fault ofIBM.  In this case, the RelationshipManagers shall meet promptly in person or by telephone to determine an actionplan for meeting the next milestone or to adjust the schedule accordingly.  If the Relationship Managers are not able toagree on

 

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an action plan, then either party may requestthat the issue be reviewed according to Section 9.4 of this Agreement toarrive at an acceptable action plan.  Ifthe milestones are not met due to any fault of IBM, then the milestones shallbe reasonably extended to accommodate the Optimization of the Products.

 

**3.1.12** IBM agrees to educate, inform and ensure IBM’sappropriate marketing and sales personnel and channel partners remain currenton the business benefits and value of using Lawson Products as part of theSolution set forth in this Agreement, and on the latest technology enhancementsto the Lawson Products.

 

**3.1.13** If requestedby Lawson, IBM agrees to work in good faith to coordinate a direct link fromIBM’s web site(s) to one or more Lawson websites.

 

**3.2 IBM’s Marketing and SalesCommitments – Information Management (IM)**

 

**3.2.1**IBMwill nominate Lawson for participation in beta programs of IBM DB2 UDB, DB2 ContentManager and WebSphere Information Integrator for UNIX and NT platforms.

 

**3.2.2**IBMwill internally promote the Products through appropriate Information Managementwebsites and publications.

 

**3.2.3**IBMwill provide training material to Lawson’s sales force (direct and indirect, atIBM’s discretion) on the value of Information Management technology, which willinclude statements reinforcing the benefits of purchasing a InformationManagement-enabled  Product.

 

**3.3 IBM’s Marketing and SalesCommitments – Application & Integration Middleware (AIM)**

 

**3.3.1**IBM will work with Lawson and Lawson’s identified integration partners toassist Lawson in developing Solution Optimization plans with them, targetingthe WebSphere technology appropriate for the Solution.

 

**3.3.2**IBM will externally promote Lawson’s Products whenOptimized with the WebSphere technologies via the WebSphere InnovationConnection Online, and internally to the AIM sales team.

 

**3.3.3**** **IBM will provide Lawson with WebSphere salesdemonstration tools for use within Lawson’s briefing centers.

 

**3.3.4**IBM will review and provide feedback on Lawson’sinstallation guide, performance tuning and capacity planning guides for theconfigurations of Lawson’s Products that are Optimized with WebSphere technologies.  These guides will be shared with the IBMfield force for informational purposes only.

 

**3.3.5**The parties will develop a mutuallyagreed upon marketing plan, which includes the WebSphere technologies, within60 days of signing this Agreement.  Lawsonwill provide a marketing contact to be the AIM focal point for the review andcreation of this plan, which will outline channel strategies and objectives,event participation, communications, collateral development, campaigns andother areas for cooperation.

 

**3.3.6** An IBM AIM marketing focal point will work with Lawson ongo-to-market planning and will review and provide feedback on Lawson’s Product****marketing deliverables. These may include, but not belimited to, “PartnerBriefs”, Solution white papers and customer references.

 

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**3.3.7**Duringthe first year of this relationship,****IBM willprovide product overview briefing on its WBI technologies, as applicable.  Such product overview briefings may includean initial briefing and periodic updates. The parties will assess additionalbriefing requirements on an annual basis.

 

**3.4 IBM’s Marketing and SalesCommitments – Systems & Technology Group (STG)**

 

**3.4.1**IBMwill provide product overviews on eServer and/or storage products, asapplicable.  Such product overviews mayinclude an initial briefing and periodic updates via face-to-face, conferencecall, web or other electronic media.

 

**3.4.2**IBM willinvite Lawson to participate and in certain cases act as a sponsor for eventssuch as IBM/Forbes, IBM eServer Total Storage University, and IBM’sPartnerWorld conference.

 

**3.4.3**Marketingopportunities and benefits are extended to Lawson through Lawson’sparticipation in IBM eServer Solution Connection (“eSC”) and IBM ServerProven.  Example benefits andopportunities include:

 

**(i) **The abilityto have a customized IBM website featuring Lawson’s eSC-registered product(s)[commercial software products running on an IBM eServer platform] (a portal)which can be linked to Lawson’s websites and campaign activities and which canautomatically pass inquiries from customers back to Lawson;

**(ii) **ProvidingLawson’s customers the ability to see Lawson’s eSC-registered****product(s) aligned together with potentially relevant IBMresources.  Resources may include whitepapers, education, events, seminars, services, customer success stories,performance reports, analyst reports and special promotions;

**(iii) **Theability to indicate for IBM and customers those IBM hardware remarketers (SolutionProviders) Lawson recommend in conjunction with sales of Lawson’seSC-registered product(s);

**(iv) **Access toIBM business analysis tools for Lawson and customers;

**(v) **Access tospecial offers for Lawson’s customers that may facilitate joint selling (as partof ServerProven);

**(vi) **A limitedlicense to use the IBM ServerProven emblem for use in marketing activities(after qualification as ServerProven).

 

eServer Solution Connection is a dynamic offering (ibm.com/eserver/solutionconnection/enroll)where benefits may change from time to time.  Email inquiries can be directed to proven@us.ibm.com.

 

**3.4.5 ***.**

 

**3.5 IBM’s Marketing and SalesCommitments – Tivoli**

 

**3.5.1** IBM’s Tivoli group will provide you Go to marketbenefits through Ready for Tivoli program.

 

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**3.5.2** IBM’s Tivoli group may invite you to participatein, and in certain cases, act as a sponsor for IBM events such as the IBMPartnerWorld conference.  Invitationswill be at IBM’s Tivoli group’s discretion.

 

**3.6 IBM’s Marketing and SalesCommitments – Business Consulting Services (BCS)**

 

**3.6.1**IGSBCS will work with Lawson to define the segment-focused services opportunitiesfor the Solution, and to determine schedules for joint development of training,delivery and deployment activities for the Solution.

 

**3.6.2** IGS BCS will,at its discretion, develop consulting and systems integration servicesofferings tailored to the Solution, subject to customer demand and resourceavailability. IBM will regularly assess ongoing services offering requirementsand customer demand for the Solution and adjust its offerings as appropriate.

 

**3.6.3**IGS BCS will deploy trainedconsultants on the Solution for qualified opportunities.   IBM will provide such resource with accessto appropriate BCS support and expertise for the Solution. IBM will regularlyassess ongoing requirements and customer demands for the Solution and adjustits resource(s), as appropriate.

 

**3.6.4**IGS BCS will, at its discretion, assist Lawson in leveraging its appropriateindustry expertise including, but not limited to, IGS BCS ‘s existing assets,methodologies, sales linkages and thought knowledge in these industries.

 

**3.6.5**IGS BCS willcontinue to work with Lawson to jointly develop a services business developmentplan which may include, but not be limited to, joint account planning,engagement strategy and models, periodic pipeline calls and measurementtracking.  IBM will work againstmarketing and sales plans and goals as set forth in existing Alliance to Winmarketing plans as well as future plans to be jointly developed by IBM andLawson.  IBM agrees to meet quarterlywith Lawson to review and update these plans.

 

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**3.7 IBM’s Marketing and Sales Commitments –  Rational**

 

**3.7.1**During the first year of this relationship,****IBM willprovide product overview briefing on its Rational technologies, asapplicable.  Such product overviewbriefings may include an initial briefing and periodic updates. The partieswill assess additional briefing requirements on an annual basis.

 

**3.7.2**IBMwill provide Lawson access to beta code for Rational software from, and subjectto the terms and conditions of Rational’s Beta programs for ISVs. Rational willprovide any needed shipping versions of products through the Rational SoftwareAccess Catalog (RSAC).

 

**3.7.3**IBM will promote Lawson’s Products, as applicable, when Optimized with Rationaltechnologies as per the terms of the Ready for Rational Software (RFRS)program.

 

**4. Lawson’s Marketing and SalesCommitments**

 

**4.1 Lawson’s Marketing and SalesCommitments - General**

 

**4.1.1**Lawsonwill lead with IBM’s hardware and middleware as part of a leading e-businesssolution in Lawson’s marketing and sales activities.  Lawson will lead with joint IBM/LawsonProfessional Services (LPS) services where appropriate, when selling theSolution.** **Inthose instances where a customer requests a non-IBM product platform orservice, at the same time that Lawson discusses the non-IBM product or service,Lawson will advise the customer of 1) Lawson’s relationship with IBM; and 2) ifapplicable, the superior functionality of the alternative IBM product, solutionor service.  To clarify, nothing in this provision shall prohibit Lawson from promoting anotherhardware, middleware or services provider, to the extent so requested by Lawson’spotential customer.

 

**4.1.2 **Lawsonwill provide IBM leads for hardware, middleware and services. Lawson’s passingof leads assumes that IBM is in good standing as a Lawson business partner, andLawson in no way warrants that IBM will close leads or necessarily derive anybenefit from the lead which Lawson passed. IBM agrees that failure to act timely on leads may result in the leadbeing reassigned to another Lawson business partner.  Additionally, You will provide assistance in the developmentof leads for IBM to upsell and cross sell its products to Lawson customers wholicense IBM middleware tecnhnologies as part of Lawson Products, asfollows.  You will provide to IBM theinformation requested in the OEM Agreement related to Customer Reporting (thisshould occur within ten (10) days after the close of each month).  If not inappropriate and reasonably requestedfrom IBM, you will provide an introduction of the IBM respresentative to theLawson customer representative so that IBM may directly engage in discussionswith the Lawson customer.

 

**4.1.3**Lawsonwill utilize skilled resources to provide pre-sales and technical support forLawson’s Products and the Solution in support of IBM’s and Lawson’s salesefforts. Lawson will regularly assess ongoing requirements and customer demandsfor Lawson’s Products and the Solution and adjust Lawson’s resources, asappropriate, at Lawson’s discretion. Unless otherwise specified herein, Lawsonwill retain sole discretion to determine the magnitude of the resources forthis support and the manner in which Lawson may compensate them.

 

**4.1.4**Lawson agrees to educate, inform and ensure Lawson’s development, marketing andsales organizations remain current on the business benefits and value of usingIBM technologies as part of the Solution set forth in this Agreement, and onthe latest technology enhancements to the IBM technologies.

 

**4.1.5**Lawsonwill provide Lawson’s sales teams with demonstration versions of Lawson’sProducts operating with/on the IBM technologies (including the relevant IBMeServer and/or storage hardware platforms defined herein).  Lawson will use reasonable efforts toshowcase these demonstration versions running on the IBM technologies in Lawson’scustomer demonstration centers.  Lawsonwill also provide IBM with a reasonable number of copies of these demonstrationversions

 

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solely for the purposes of marketing the Solution,and for use in IBM demonstration centers as appropriate and at IBM’sdiscretion. Finally, Lawson will update Lawson’s sales enablement kits and allrelevant sales material, web sites, technical pre-sale centers (if any) anddemonstration centers with references to the applicable IBM middleware and theIBM technologies.

 

**4.1.6**Uponexecution of this Agreement and after announcement about this relationship hasbeen publicly made, Lawson will prominently feature Lawson’s relationship withIBM on Lawson’s external and internal websites by citing quotations from themutually approved announcement.  Lawsonwill additionally characterize Lawson’s IBM relationship as one which isdifferentiated from Lawson’s relationships with other companies.  Any reference to IBM, this relationship, oruse of IBM trademark/trade names will be consistent with the terms of thisAgreement and will be limited to content previously reviewed and approved byIBM and/or publicly released.  Inclusionof any other content will require IBM’s review and approval.

 

**4.1.7**Ifrequested by IBM, Lawson agrees to work in good faith to coordinate a directlink from Lawson’s web site(s) to one or more IBM websites.

 

**4.1.8**Inthe event Lawson creates new collateral addressing the Products, Lawson willeither 1) cite the Optimized Products prior to any other version, or 2) displaythe Optimized version of Lawson’s Product most prominently.

 

**4.1.9**In the event Lawson publishesan installation guide, a performance tuning and/or a capacity planning guidefor Lawson’s Products, Lawson will describe the configurations of them asOptimized with the IBM technologies. Such guides, if created, shall be madeavailable to IBM within a reasonable period after the GA date of the OptimizedProducts.

 

**4.1.10**Withinthirty (30) days of signing this Agreement, Lawson will enter informationregarding Lawson’s Products for inclusion in the PartnerWorld Global SolutionsDirectory (GSD) if Lawson have not already done so.  Once each of Lawson’s Products becomes Optimizedand Generally Available, Lawson will promptly update the GSD accordingly.  All information Lawson enter in the GSD willbe appropriate, factual and accurate. Each time Lawson make available a new or updated Product version, Lawsonwill update this information within thirty (30) days of such availability.

 

**4.1.11**Lawsonwill allocate up to *** dollars of marketing funds, to be equally matched byIBM, in support of joint marketing activities for the Solution under thisAgreement.

 

**4.2 Lawson’s Marketing and SalesCommitments – Information Management**

 

Lawson will specify the IBM IM products coveredin this Agreement in all applicable proposals, including configurations andsizing recommendations.

 

**4.3 Lawson’s Marketing and SalesCommitments – Application & Integration Middleware**

 

**4.3.1**Lawson, with IBM’s assistance,will publish a white paper explaining the relationships between Lawson’sOptimized Products and the WebSphere technologies. Such white paper shall bemade available to IBM no later than the GA date of the Optimized Products.

 

**4.3.2** Lawson  will execute the online “IBM IntegrationSoftware Catalog Offering Attachment,” (IISCOA) to the IBM PartnerWorldAgreement - International, within sixty (60) days of the parties’ execution ofthis Agreement.  As the IISCOA specifies, Lawson shall retain all ownership rights toyour portlets, and on signing, will receive additional technical supportbenefits. Once listed in the Workplace Solutions Catalog, Lawson will receiveadditional marketing benefits.

 

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**4.3.3**Lawsonshall follow the IBM entry process for developing portlets that access Lawsonapplications and make them available for use by WebSphere Portal customers whohave licensed the Lawson applications. Basic level portlets **(**“Catalog validated”) will be listed in theWebSphere Portal Catalog and available to work with Lawson *** within thirty(30) days of the 8.1.0 release. These portlets (minimum one), will be simpleexamples of Lawson screen(s) running as a portlet(s) within WebSphere Portal.

 

Further,Lawson agrees to execute the entry process for achieving a deep level ofintegration (“Ready for validated”) to WebSphere Portal and getting theintegrations (ie: portlets, solutions) listed in the Workplace SolutionsCatalog under the WebSphere Portal homepage.  With a deep level of integration, Lawson will qualify for the Ready forWebSphere Portal Software license mark indicating to customers a deeper levelof integration and validation with WebSphere Portal.  The target for deep integration, is tocoincide with the Lawson *** Technology release, in accordance with theoptimization matrirx.  “Catalog validated”and “Ready for validated” are defined in the IBM Portal catalog.

 

**4.3.4**Lawsonalso agrees to complete a customer reference for their integration withWebSphere Portal within ninety (90) days of being listed in the WorkplaceSolutions Catalog.

 

**4.4 Lawson’s Marketing and SalesCommitments – Systems & Technology Group**

 

**4.4.1**Subjectto Section 7 (‘Information’) of this MRA and IBM’s prior approval, Lawsonwill highlight the testing, development and Optimization of Lawson’s Productsto IBM Systems Group technologies (including eServer and/or storage) in Lawson’sappropriate press releases, advertisements and any other publicly madestatements.

 

**4.4.2**Lawsonagrees to electronically join eServer Solution Connection within 30 days ofhaving a commercially available Optimized Product on an IBM hardwareplatform.  Lawson also agree to joinServerProven within 30 days of successfully installing Lawson’s first suchcommercial software product(s) on an IBM hardware platform in a customerenvironment.   Finally, Lawson agreesto  maintain membership and currency inServerProven and eServer Solution Connection per the terms of those respectiveprograms during the term of this Agreement.

 

**4.4.3**Lawsonwill, with IBM’s assistance, provide benchmark/sizing/testing support on IBMhardware technologies (which may include IBM eServer and/or storage) and willprovide related results to IBM.  Lawsonwill publish guidelines and white papers based on the results and provide themto Lawson’s and IBM’s sales force.

 

**4.5 Lawson’s Marketing and SalesCommitments – Linux**

 

**4.5.1**Lawson agrees to provide and/or participate in public testimonials regardingthe use of the IBM technologies and Linux with Lawson’s Products at eventsmutually agreed to by the parties, including those events that target Linux.

 

**4.5.2** Lawson agrees to provide technical andpre-sales support on joint customer engagements.  At a minimum, Lawson’s technical and supportstaff shall consist of at least one (1) person who has earned a Linuxsales qualification via IBM’s education course known as “Linux Sales 101”. TheLinux Sales 101 course is CD-based, and the CD will be provided free-of chargeupon signing of this agreement.

 

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**4.5.3** Lawson shall obtain one general Linuxcertification within six (6) months of signing this Agreement. The “LinuxBasics and Installation (QLX02)” certification from LPI and the “LinuxEssentials (QL033)” certification from Red Hat each qualify as general Linuxcertifications. Upon receipt of proof that one (1) of Lawson’s employeeshas successfully taken and passed a general Linux certification from either RedHat or LPI, IBM will reimburse Lawson $1,000 US to offset a portion of the costof obtaining the certification.

 

**4.6 Lawson’s Marketing and Sales Commitments – BusinessConsulting Services**

 

**4.6.1** Lawson will work with IGS BCS to define the segment-focused servicesopportunities for the Solution, and to determine schedules for jointdevelopment of training, delivery and deployment activities for the Solution.

 

**4.6.2**Lawson will, at its discretion, develop consulting and systems integrationservices offerings tailored to the Solution, subject to customer demand andresource availability. Lawson will regularly assess ongoing services offeringrequirements and customer demand for the Solution and adjust its offerings asappropriate.

 

**4.6.3**Lawson will deploy trained consultants on the Solution for qualifiedopportunities.  Lawson will provide suchresource with access to appropriate Lawson support and expertise for theSolution. Lawson will regularly assess ongoing requirements and customerdemands for the Solution and adjust its resource(s), as appropriate.

 

**4.6.4** Lawson, at its discretion, will assist IBM in leveraging itsappropriate industry expertise including, but not limited to, Lawson’s existingassets, methodologies, sales linkages and thought knowledge in theseindustries.

 

**4.6.5**Lawson will provide the following application and sales training in theProducts, at no fee to IBM for the term of this Agreement:  (a) hands on training of Lawson Productcourse over a minimum three day period not to exceed one time per year for upto 15 IBM employees for each session, based on mutually agreed upon schedules. (b) allowaccess to Lawson’s Web-based training library for up to 75 IBM personnel peryear (c) allow IBM consultants to attend unfilled Lawson public educationcourses in North America, Europe, or Asia Pacific, subject to Lawson’sapproval;  (d) at Lawson’s solediscretion, provide advanced training for selected IBM’s personnel with theintention of making them subject matter experts (“SME”) in Lawson Products, and(e) provide a reasonable number of business development training sessionsat mutually agree to dates, location, and delivery methods.

 

**4.6.6** After completing the training stated above, and on request from IBM,Lawson will provide IBM with a reasonable number of copies of the Product, atno charge, only to enable IBM to demonstrate, test, develop, and otherwisesupport the Solution under the terms of this Agreement.

 

**4.6.7**Lawson will continue to work with IGS BCS to jointly develop a servicesbusiness development plan which may include, but not be limited to, jointaccount planning, engagement strategy and models, periodic pipeline calls andmeasurement tracking.  Lawson will workagainst marketing and sales plans and goals as set forth in existing Allianceto Win marketing plans as well as future plans to be jointly developed byLawson and IBM.  Lawson agrees to meetquarterly with IBM to review and update these plans.

 

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**4.7 Lawson’s Marketing and SalesCommitments – ebusiness Hosting (eBHS)**

 

Lawson agrees to work with IBM to develop a planfor implementation of a hosted environment for Lawson’s Products or any otherof Lawson’s software applications within sixty (60) days of signing thisAgreement.  Lawson will provide IBM’se-business Hosting Services the opportunity to provide enabling and hostingservices on an ongoing basis (prior to considering any other hosting provider).

 

**4.8 Lawson’s Marketing and SalesCommitments – Rational **

 

Lawson will use reasonable efforts to specifythe IBM Rational products covered in this Agreement in all applicableproposals.

 

**4.9 Lawson’s Marketing and SalesCommitments – Tivoli **

 

Lawson will use reasonable efforts to specifythe IBM Tivoli products covered in this Agreement in all applicable proposals.

 

**5. IBM’s Optimization Commitments**

 

**5.1 IBM’s OptimizationCommitments - General**

 

**5.1.1** An IBM technical contact will work with Lawson’s technical contactto establish a detailed technical Optimization plan. This plan will include anarchitectural road map of current and future Optimized offerings, key projectplan milestones and technical Optimization support requirements. Such planshall be completed within 60 days after signing this Agreement. The IBMtechnical contact will i) interface with Lawson’s development organization tocoordinate the appropriate IBM resources specified herein to assist Lawson withLawson’s Optimization effort, ii) participate in a monthly review of thetechnical Optimization plan to monitor progress and recommend correctiveactions as needed, and iii) assist Lawson with gaining access to IBM betaprograms for IBM technologies.

 

**5.1.2**IBM will provide Lawson with remote technicalassistance in support of Lawson’s Optimization obligations via the PartnerWorldDeveloper Technical Support Program for Q&A support in accordance with therelated PartnerWorld Agreement for the remainder of the calendar year in whichthis Agreement is signed.  Thereafter,IBM will consider renewing this benefit on a calendar year basis so long asthis Agreement is still in effect.

 

**5.1.3**Should IBM loan Lawson any machines and associated software to help Lawsoncomply with Lawson’s Optimization responsibilities, such loaned items shall beprovided to Lawson subject to the terms and conditions of a separate IBMequipment loan agreement.

 

**5.1.4**IBMwill identify a technical support e-architect(s) who will support Lawson’sOptimization obligations under this Agreement by providing Lawson thirty (30)days of on-site consulting services, which may include, but not be limited to,architecture and design assistance and skills development activities utilizingavailable educational materials, at no charge to Lawson.  This support is limited to a maximum of ten (10) daysper year.

 

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**5.1.5**IBMwill provide Lawson access to IBM Innovation Centers (“IICs”), subject toscheduling and hardware availability and at no charge to Lawson, in support ofLawson’s Product Optimization efforts set forth herein

 

**5.1.6**On a semiannual basis during the term of this Agreement, IBM will participatein an evaluation of Lawson’s additional use and adoption of IBM technologiebeyond those contained herein. IBM will support these additional productreviews with skilled resources. The first of these reviews is expected to occurwithin 90 days after the first technical Optimization plan review.

 

**5.2IBM’s Optimization Commitments – Enablement Assistance**

 

IBM will support Lawson’sOptimization of the Products to IBM Middleware technologies by providingone-hundred four (104) person months of enablement assistance resources setforth in the attached Exhibit C, at no charge.  Such assistance may include, but is notlimited to: a) planning, architecture and design assistance, b) education andtraining, c) assistance in quality testing and certification, d) optimizationand tuning assistance, e) first client deployment assistance, and f) portingassistance for DB2  The parties will jointlydevelop a) an enablement assistance plan for those IBM technologies Embedded inthe Products within forty-five (45) days of signing this Agreement; and (b) anenablement assistance plan for the IBM middleware technologies included in theLawson Solution Packs within sixty (60) days of signing this Agreement.  Such plan(s) will include the identificationof the tasks, efforts, resources and timelines necessary from each Party toachieve Lawson’s Optimization plans for the Products.  IBM will provide, at no charge, theadditional IBM enablement assistance that the parties mutually agree isnecessary for Lawson to achieve its Optimization plans,

 

**5.3 IBM’s OptimizationCommitments – Information Management**

 

**5.3.1**** **IBMwill support Lawson’s Optimization of  theProducts****to IBM IM products, such as DB2  UDB as outlined in Section 5.2 above.This technical support may include:  a)Porting/Optimization assessment, b) “Quick Start” assistance (includesinstallation of the IBM pSeries, xSeries and zSeries environments forLawson’s Optimization of the Products and a reasonable amount of skillstransfer and training), c) performance and tuning assistance, and  d) problem determination / isolation and voice and email technicalassistance.

 

**5.3.2**IBMwill provide Lawson with a checklist for Lawson’s use in assessing thereadiness of Information Management Product Optimization deployment in a betasite and for GA.

 

**5.3.3**IBMwill provide phone and/or e-mail technical consultant support to assist Lawsonwith Lawson’s first beta customer installation of the DB2 UDB and/or DB2Content Manager and/or WebSphere Information Integrator-Optimized version(s) ofLawson’s Product.

 

**5.4 IBM’s OptimizationCommitments – Application & Integration Middleware**

 

**5.4.1**IBM will support Lawson’s Optimization of the Products****tothe WebSphere technologies as outlined in Section 5.2 above.  Such assistance may include, but is not limitedto:  a) on-siteOptimization assessment, b) on-site Quick Start Mentored workshops, c) designreviews and performance tuning, d) on-site consulting at Lawson’s or Lawson’scustomer’s location,****e) problemdetermination / isolation, and f) on-site product training.

 

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**5.4.2**An IBM AIM representative will assist Lawson in thecreation of a training and education plan, at no charge to Lawson, on theapplicable WebSphere technologies, with such plan to be developed within 60days of signing this Agreement.  The planis intended to assist Lawson’s technical personnel with building WebSphereskills and knowledge to successfully implement the technical and marketingplans.  The IBM AIM representative willwork with Lawson to identify relevant discounts and no charge opportunities for education. This education plan willconsider IBM Learning Services course road maps, Computer Based Training,webcasts, event sessions and custom classes.

 

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**5.5 IBM’s Optimization Commitments – Systems &Technology Group**

 

**5.5.1**IBMwill provide IBM Systems Group hardware (which may include IBM eServer and/orstorage products) to Lawson for purchase or lease through the IBM PartnerWorldHardware Mall, subject to the terms and conditions of an appropriate IBMagreement and availability of the equipment.

 

**5.5.2**IBMwill provide discounted eServer benchmarking support to Lawson on an as-neededand as-available basis on dates and at locations mutually agreed to by theparties.

 

**5.5.3**IBMwill provide a minimum of two four-week engagements using the Virtual LoanerProgram (VLP) each year for the length of this Agreement subject toavailability and the terms and conditions of the VLP agreement.

 

**5.6 IBM’s Optimization Commitments - Tivoli**

 

 (a)          IBMwill support the Optimization of  yourProducts****to IBM’s Tivoli products  by providing the resources set forth in Section 5.2above at no charge.

 

 (b)          Technical “question and answer” remoteemail support at no charge for a period of one (1) year after signing ofthis Agreement;

 

**5.7 IBM’s Optimization Commitments - Rational**

 

**5.7.1** IBM will, at itsdiscretion, share with Lawson certain Rational future strategy and productplanning information under the terms of an appropriate non-disclosure agreementin order to facilitate Lawson’s Optimization to the Rational SoftwareDevelopment Platform. Specifically, Rational will share future strategy andproduct planning information as it relates to Lawson’s integration to theRational Team platform (ClearCase, ClearQuest, RequisitePro, and other Rationalteam products).

 

**5.7.2**In support of Lawson’s Optimization to the applicable Rational technologies,IBM will provide Lawson with a reasonable number of licenses of the appropriatesoftware  to assist Lawson in making Lawson’sProducts “Ready for Rational Software,” subject to the terms and conditions ofthe appropriate IBM agreement.

 

**5.7.3**IBMRational will provide Lawson the technical consulting support assistance setforth in Section 5.2 above at no charge.

 

**6. Lawson’s Optimization Commitments**

 

**6.1 Lawson’s Optimization Commitments – General**

 

**6.1.1**Lawsonwill Optimize Lawson’s Products on the IBM and/or Linux technologies (excludingRational RAD Clearcase LT until such time as the Parties mutually agree to) andmake these Optimized Products Generally Available in the Territory by thecorresponding GA date set forth in the table below. ***.

 

**Table*****

 

**Table*****

 

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**6.1.2**Lawson will identify a technical contact to work with an IBM technicalcontact(s) to establish a detailed technical Optimization plan which willinclude an architectural road map of current and future Optimized offerings,key project plan milestones and technical Optimization support requirements.Such plan shall be completed within 60 days after signing this Agreement.Lawson agree to make Lawson’s responsible product owners, architects,developers, and other appropriate people available for this purpose. Lawsonagree to review the technical Optimization integration plan with the IBMtechnical contact monthly to monitor progress and implement corrective actionsas needed.

 

**6.1.3 Acceptance Criteria**

 

**6.1.3.1** Lawson will reasonably demonstrate to the appropriateIBM technical contact that Lawson have completed each task and have compliedwith the Acceptance Criteria.

 

**6.1.3.2**Lawson will test****the OptimizedProducts and ensure that each passes all of Lawson’s internal test cases,current functional test cases, and quality certifications prior to GA.

 

**6.1.3.3** Prior to GA, Lawson will test the Optimized Productsand ensure that, in Lawson’s reasonable discretion, each passes all currentperformance and scale benchmarks (as compared to comparable products), exceptwhere any deviations are due to inherent performance or functionality of theunderlying IBM and/or Linux technologies. If the parties agree that functional limitations exist with respect tothe Optimized Products on the applicable IBM and/or Linux technologies, the partieswill work together to promptly develop written alternative criteria to meet IBM’sreasonable expectations.

 

**6.1.3.4** Lawson will ensure that each of the OptimizedProducts installs as documented.

 

**6.1.4**Lawsonwill ensure that Lawson’s personnel (including development, consulting,marketing, sales) have sufficient skills and knowledge on the IBM technologiesto successfully implement the technical and marketing plans.

 

**6.1.5**Lawson will undertake all new Product development activities on the relevantIBM and/or Linux technologies as Lawson’s native development platform.

 

**6.1.6**Bothparties acknowledge the importance of Lawson’s Products being Optimized to theSolution in order to be successful in the marketplace.  Accordingly, Lawson agrees to consider andnot unreasonably withhold Lawson’s consent to IBM’s requests for modificationsor enhancements to Lawson’s Products as they relate to the Solution, when itmakes business sense for Lawson to do so. Lawson further agrees to make anymodifications or enhancements on an expedited and best efforts basis when itmakes business sense for Lawson to do so.

 

**6.1.7** Lawson will provide IBM the opportunity to perform sizingand scalability benchmarks for new releases of Lawson’s Products. In the eventIBM opts to undertake such activities, Lawson will provide application leadership for benchmark execution andscripting of the benchmarks.

 

**6.1.8**Lawson will assist IBM in publicizing recent benchmark data regarding thecapability of the IBM technologies in this Agreement to support Lawson’sProducts.

 

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**6.1.9**Lawsonwill provide IBM a reasonable number of “Not For Resale”, evaluation anddevelopment copies of Lawson’s Products for IBM’s internal evaluation anddevelopment use, at no charge.  Suchcopies will assist IBM in developing the API’s necessary to provideconnectivity and integration between Lawson’s Products and the IBM technologiesidentified herein.

 

**6.1.10**Ona semiannual basis during the term of this Agreement, Lawson agrees to evaluateadditional use and adoption of IBM technologies as part of the Solution, andRational development tools in Lawson’s Product development environment beyondthose contained herein. Lawson agrees to make Lawson’s responsible productowners, architects, developers, and other appropriate people available for thispurpose.  The first of these additionalproduct assessments will occur, if necessary, no later than ninety (90) daysafter the first technical Optimization plan review, should there be at leastone additional IBM technology applicable. In the event such evaluations resultin Lawson’s Optimizing the Products to such additional IBM technologies, theparties will negotiate in good faith to amend this Agreement to include i) anOptimization plan for the additional IBM technologies, ii) Lawson’s commitmentto IBM Share for these additional IBM technologies.

 

**6.2 Lawson’s Optimization Commitments –Information Management**

 

Aspart of Lawson’s Optimization obligations set forth herein, Lawson will receivea GA Checklist provided by Information Management to use as a guideline inassessing the readiness of the Products with DB2 UDB and/or DB2 Content Managerand/or WebSphere Information Integrator.

 

**6.3 Lawson’s Optimization Commitments – Systems &Technology**

 

**6.3.1**Lawson, with IBM’s assistance, agrees tocreate and provide a sizing guide for Lawson’s Products (including allsubsequent versions released by Lawson’s during the term of the Agreement)running on IBM Systems Group technology within 90 days of completing Lawson’seServer and/or storage Optimization obligations hereunder***.*** Lawson agrees to produce a sizing guide using the IBM self-sizing toolusing xSeries/blades and agrees to make this guide publically available toLawson, IBM, customers and prospects.

 

**6.3.2**When requested by IBM, Lawson willconsider and not unreasonably withhold Lawson’s agreement to participate in IBM’seServer early test hardware programs subject to the terms of the appropriateagreements.  In addition, Lawson willtake appropriate action to Optimize and update Lawson’s Products on suchhardware once it becomes generally available. At a minimum, Lawson will updatethe Products to be compatible with the latest versions of the listed IBMtechnologies in the next Lawson Technology Cyclical Release or within six (6) monthsof IBM’s general availability release of such technologies.

 

**6.3.3**Lawsonwill participate in and complete the requirements of the IBM TotalStorageProvenprogram within 30 days of signing this Agreement, inaccordance with the terms of the program and its related agreements.  Within thirty (30) days of Lawson’scompletion of and IBM’s acceptance of Lawson’s testing template, Lawson willpublicly announce support of Lawson’s Products and the IBM products testedunder the IBM TotalStorage Proven program. IBM will provide Lawson access todesignated Solution Partnership Centers (SPC), subject to scheduling andequipment availability and at no charge to Lawson, in support  of Lawson’s participation in the IBMTotalStorage Proven program.

 

**6.3.4**Lawsonagrees to use, evaluate and provide IBM feedback regarding the Virtual LoanerProgram within the first 120 days of signing this Agreement.

 

22

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**6.4 Lawson’s Optimization Commitments – Tivoli**

 

Lawsonagrees to participate fully in IBM’s “Ready for Tivoli” application validationprocess:

(a)                                  attain “Ready for Tivoli” validation statuswithin sixty (60) days of Optimizing the Products to the Tivoli technologiesdefined herein;

(b)                                 if Tivoli Provisioning Manager is included inthis agreement, create service management workflow(s) specific to Lawson’sapplication(s) for the purpose of automating installation and configuration viaTivoli Provisioning Manager; and

(c)                                  if Tivoli Provisioning Manager is included inthis agreement, upon completion of service management workflow(s), obtain “Readyfor Tivoli” validation and post this workflow(s) on a website linked to the IBMOn Demand Automation Library for use by Lawson’s customers and IBM customers.

 

**6.5  Lawson Support**

 

Forthe term of this Agreement, Lawson will support with each release of theProduct(s), the most current version of the relevant IBM Operating Systemsand/or relevant Linux Distributions that are generally available.  In cases where Lawson has different releasesfor each operating system supported Lawson will make the version(s) supportingthe IBM Operating Systems and/or relevant Linux distributions generallyavailable prior to or concurrent with versions supporting competitors OperatingSystems.

 

**6.6 Lawson’s Optimization Commitments – Rational**

 

**6.6.1**As applicable, Lawson will participate in IBM’s “Ready for RationalSoftware” validation process within 60 days of optimizing Lawson’s Products tothe Rational technologies.

 

**6.6.2**Lawsonwill evaluate and test Rational products including Clearcase, ClearQuest,Functional Tester and RequisitePro.

**7. Commitment to IBM Share Growth******

 

**7.1** Lawson shall achieve the IBM Share percentageson the corresponding IBM technologies listed in the following table by thespecified milestone dates for the targeted market segment(s) specified in Subsection 3.1.1of this Attachment. ***

 

**Table *****

 

----

**Notes:**

(1)          ***

(2)          ***

(3)          ***

(4)          ***

(5)          ***

(6)          ***

 

23

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**7.3** Lawson will complete an electronic version of the Self-ReportingQuestionnaire (see Exhibit A) about Lawson’s IBM Share growth and submitit electronically on a quarterly basis. Lawson will specify the name and e-mail address of Lawson’s RM in theQuestionnaire.  In addition, Lawson’s RMwill work with IBM’s RM to complete any further questions about Lawson’s IBMShare growth, customer wins, etc., on a quarterly basis.

 

**7.4 *****

 

24

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**8.  SolutionPacks**

 

Lawsonshall with IBM’s assistance achieve the mutually agreed sales of “SolutionPacks” as outlined in the table below:

 
| **Solution Pack  Name** | ** ** | **IBM  Middleware  Opportunity** | ** ** | **IBM Global  Services  Opportunity** | ** ** | **IBM Hardware  Opportunity** | ** ** | **Customer  Accepts MRA  Year 1** | ** ** | **Year 2** | ** ** |
|-------------------------|------------|----------------------------------|------------|---------------------------------------|------------|-------------------------------|------------|-----------------------------------|------------|------------|------------|
| ***                     |       | ***                              |       | ***                                   |       | ***                           |       | ***                               |       | ***        |       |
| ***                     |       | ***                              |       | ***                                   |       | ***                           |       | ***                               |       | ***        |       |
| ***                     |       | ***                              |       | ***                                   |       | ***                           |       | ***                               |       | ***        |       |
| ***                     |       | ***                              |       | ***                                   |       | ***                           |       | ***                               |       | ***        |       |
| ***                     |       | ***                              |       | ***                                   |       | ***                           |       | ***                               |       | ***        |       |
| ***                     |       | ***                              |       | ***                                   |       | ***                           |       | ***                               |       | ***        |       |
| ***                     |       | ***                              |       | ***                                   |       | ***                           |       | ***                               |       | ***        |       |
| ***                     |       | ***                              |       | ***                                   |       | ***                           |       | ***                               |       | ***        |       |

 

25

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**Exhibit A – Self ReportingQuestionnaire**

 

**(Sample of Electronic Document****)**

 

**IBM ISVself reporting questionnaire**

 

Bysigning an ISV contract with IBM, Lawson has agreed to grow the percent ofLawson’s  business on IBM middleware andhardware.  In order to measure Lawson’sprogress against that objective, please respond to the following questions.

 

Thefields indicated with an asterisk (*****) are requiredto complete this transaction.  Otherfields are optional.  If you do not wantto provide us with the required information, please use the **Back**button on your browser, or close the window or browsersession that is displaying this page, to return to the previous page.

 
| **Name:**            | Jane  Doe                 |
|----------------------|---------------------------|
| **User  ID:**        | IBMuser455                |
| **Mailing**          | 2455  South** **Road |
| **Address:**         | Poughkeepsie              |
|                 | NY                        |
|                 | US                        |
|                 | 12601                     |
| **E-mail  address:** | janedoe@us.ibm.com        |
| **Telephone:**       | 845-432-1234              |
| **Fax:**             |                      |

 

Ifthis information is not accurate or you would like to change it, please updateyour profile before continuing.

 

**Selecta company:               **IBM Corporation - #19000001

 

**Pleaseselect the half year that you are reporting on:** 1H 2005

 

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**Note: **Unless previously agreed, this should be the half that has justconcluded.

 

**IBM eServer and storage system information**

 

----

(*****) Please select the percent of your new OptimizedProduct(s) licenses that shipped with or installed on each IBM **eServer** system listed.

 
| ** **  | ** ** | **None** | ** ** | **1-9%** | ** ** | **10-19%** | ** ** | **20-29%** | ** ** | **30-39%** | ** ** | **40-49%** | ** ** | **50-59%** | ** ** | **60-69%** | ** ** | **70-79%** | ** ** | **80-89%** | ** ** | **90-99%** | ** ** | **100%** | ** ** |
|-------------|------------|----------|------------|----------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|----------|------------|
| iSeries     |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| pSeries     |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| xSeries     |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| pSeries     |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| Total       |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
|        |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| IBM Storage |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |

 

Note:  Total is the percent of  your total new Optimized Product(s) licensesshipped with or installed on any IBM eServer system.  (ie. iSeries, pSeries, xSeries, and zSeries.)

 

**Databaseinformation**

 

----

(*****) Please select the percent of your new OptimizedProduct(s) licenses that shipped with or installed on each database productlisted.

 
| ** **            | ** ** | **None** | ** ** | **1-9%** | ** ** | **10-19%** | ** ** | **20-29%** | ** ** | **30-39%** | ** ** | **40-49%** | ** ** | **50-59%** | ** ** | **60-69%** | ** ** | **70-79%** | ** ** | **80-89%** | ** ** | **90-99%** | ** ** | **100%** | ** ** |
|-----------------------|------------|----------|------------|----------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|----------|------------|
| Business Intelligence |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| Content Manager       |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| DB2 UDB               |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| Informix              |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| Cloudscape            |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
|                  |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| Total                 |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |

 

27

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Note:  Total is the percent of  your total new Optimized Product(s) licensesshipped with or installed on Business Intelligence, Content Manager, DB2 UDB,Informix and Cloudscape.

 

**IBM Websphere information**

 

----

(*****) Please select the percent of your new OptimizedProduct(s) licenses that shipped with or installed on each IBM WebSphereproduct listed.

 
| ** **                     | ** ** | **None** | ** ** | **1-9%** | ** ** | **10-19%** | ** ** | **20-29%** | ** ** | **30-39%** | ** ** | **40-49%** | ** ** | **50-59%** | ** ** | **60-69%** | ** ** | **70-79%** | ** ** | **80-89%** | ** ** | **90-99%** | ** ** | **100%** | ** ** |
|--------------------------------|------------|----------|------------|----------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|----------|------------|
| WebSphere Application Server   |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| WebSphere Business Integration |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| WebSphere Portal               |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
|                           |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| Total                          |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |

 

Note:  Total is the percent of  your total new Optimized Product(s) licensesshipped with or installed on WebSphere Application Server, WebSphere BusinessIntegration and WebSphere Portal.

 

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**IBM Tivolisoftware information**

 

----

(*****) Please select the percent of your new OptimizedProduct(s) licenses that shipped with or installed on each IBM Tivoli productlisted.

 
| ** **                  | ** ** | **None** | ** ** | **1-9%** | ** ** | **10-19%** | ** ** | **20-29%** | ** ** | **30-39%** | ** ** | **40-49%** | ** ** | **50-59%** | ** ** | **60-69%** | ** ** | **70-79%** | ** ** | **80-89%** | ** ** | **90-99%** | ** ** | **100%** | ** ** |
|-----------------------------|------------|----------|------------|----------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|----------|------------|
| Tivoli Access Manager       |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| Tivoli Directory Server     |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| Tivoli Monitoring           |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| Tivoli Provisioning Manager |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
|                        |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| Total                       |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |

 

Note:  Total is the percent of  your total new Optimized Product(s) licensesshipped with or installed on Tivoli Access Manager, Tivoli Directory Server,Tivoli Monitoring and Tivoli Provisioning Manager.

 

**Lotus information**

 

----

(*****) Please select the percent of your new OptimizedProduct(s) licenses that shipped with or installed on each Lotus productlisted.

 
| ** **      | ** ** | **None** | ** ** | **1-9%** | ** ** | **10-19%** | ** ** | **20-29%** | ** ** | **30-39%** | ** ** | **40-49%** | ** ** | **50-59%** | ** ** | **60-69%** | ** ** | **70-79%** | ** ** | **80-89%** | ** ** | **90-99%** | ** ** | **100%** | ** ** |
|-----------------|------------|----------|------------|----------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|----------|------------|
| Lotus Workplace |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |

 

29

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**Linux information**

 

----

(*****) Please select the percent of your new OptimizedProduct(s) licenses that shipped with or installed on Linux.

 
| ** ** | ** ** | **None** | ** ** | **1-9%** | ** ** | **10-19%** | ** ** | **20-29%** | ** ** | **30-39%** | ** ** | **40-49%** | ** ** | **50-59%** | ** ** | **60-69%** | ** ** | **70-79%** | ** ** | **80-89%** | ** ** | **90-99%** | ** ** | **100%** | ** ** |
|------------|------------|----------|------------|----------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|----------|------------|
| Linux      |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |

 

----

(*****) Please select the percent of your new OptimizedProduct(s) licenses that shipped with or installed on Linux for each IBMeServer system and software products listed.

 
| ** ** | ** ** | **None** | ** ** | **1-9%** | ** ** | **10-19%** | ** ** | **20-29%** | ** ** | **30-39%** | ** ** | **40-49%** | ** ** | **50-59%** | ** ** | **60-69%** | ** ** | **70-79%** | ** ** | **80-89%** | ** ** | **90-99%** | ** ** | **100%** | ** ** |
|------------|------------|----------|------------|----------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|----------|------------|
| iSeries    |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| pSeries    |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| xSeries    |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| zSeries    |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| DB2 UDB    |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| Lotus      |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| Tivoli     |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |
| WebSphere  |       |     |       |     |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |     |       |

 

30

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** **

**For the quarter just concluded, please provide the customer name andapplicable technologies for 5 end user customer wins on IBM technology.**

 

**Note: **Customer sales information is for internalIBM reporting and will not be used as public references without yourpermission.

 
| ** **                      | ** ** | **Customer  1**                       | ** ** | **Customer  2**                       | ** ** | **Customer  3**                       | ** ** | **Customer  4**                       | ** ** | **Customer  5**                       |
|---------------------------------|------------|---------------------------------------|------------|---------------------------------------|------------|---------------------------------------|------------|---------------------------------------|------------|---------------------------------------|
|                            |       |                                  |       |                                  |       |                                  |       |                                  |       |                                  |
| IBM  Technology                 |       | • iSeries                        |       | • iSeries                        |       | • iSeries                        |       | • iSeries                        |       | • iSeries                        |
|                            |       | • pSeries                        |       | • pSeries                        |       | • pSeries                        |       | • pSeries                        |       | • pSeries                        |
|                            |       | • xSeries                        |       | • xSeries                        |       | • xSeries                        |       | • xSeries                        |       | • xSeries                        |
|                            |       | • zSeries                        |       | • zSeries                        |       | • zSeries                        |       | • zSeries                        |       | • zSeries                        |
|                            |       | • IBM Storage                    |       | • IBM Storage                    |       | • IBM Storage                    |       | • IBM Storage                    |       | • IBM Storage                    |
|                            |       | • IBM eServer with Linux         |       | • IBM eServer with Linux         |       | • IBM eServer with Linux         |       | • IBM eServer with Linux         |       | • IBM eServer with Linux         |
|                            |       |                                  |       |                                  |       |                                  |       |                                  |       |                                  |
| Middleware                      |       | • Business Intelligence          |       | • Business Intelligence          |       | • Business Intelligence          |       | • Business Intelligence          |       | • Business Intelligence          |
|                            |       | • Cloudscape                     |       | • Cloudscape                     |       | • Cloudscape                     |       | • Cloudscape                     |       | • Cloudscape                     |
|                            |       | • Content Manager                |       | • Content Manager                |       | • Content Manager                |       | • Content Manager                |       | • Content Manager                |
|                            |       | • DB2 UDB                        |       | • DB2 UDB                        |       | • DB2 UDB                        |       | • DB2 UDB                        |       | • DB2 UDB                        |
|                            |       | • Informix                       |       | • Informix                       |       | • Informix                       |       | • Informix                       |       | • Informix                       |
|                            |       | • Lotus Workplace                |       | • Lotus Workplace                |       | • Lotus Workplace                |       | • Lotus Workplace                |       | • Lotus Workplace                |
|                            |       | • Middleware running on Linux    |       | • Middleware running on Linux    |       | • Middleware running on Linux    |       | • Middleware running on Linux    |       | • Middleware running on Linux    |
|                            |       | • Tivoli Access Manager          |       | • Tivoli Access Manager          |       | • Tivoli Access Manager          |       | • Tivoli Access Manager          |       | • Tivoli Access Manager          |
|                            |       | • Tivoli Directory Server        |       | • Tivoli Directory Server        |       | • Tivoli Directory Server        |       | • Tivoli Directory Server        |       | • Tivoli Directory Server        |
|                            |       | • Tivoli Monitoring              |       | • Tivoli Monitoring              |       | • Tivoli Monitoring              |       | • Tivoli Monitoring              |       | • Tivoli Monitoring              |
|                            |       | • Tivoli Positioning Manager     |       | • Tivoli Positioning Manager     |       | • Tivoli Positioning Manager     |       | • Tivoli Positioning Manager     |       | • Tivoli Positioning Manager     |
|                            |       | • Websphere Application Server   |       | • Websphere Application Server   |       | • Websphere Application Server   |       | • Websphere Application Server   |       | • Websphere Application Server   |
|                            |       | • Websphere Business Integration |       | • Websphere Business Integration |       | • Websphere Business Integration |       | • Websphere Business Integration |       | • Websphere Business Integration |
|                            |       | • Websphere Portal               |       | • Websphere Portal               |       | • Websphere Portal               |       | • Websphere Portal               |       | • Websphere Portal               |
|                            |       |                                  |       |                                  |       |                                  |       |                                  |       |                                  |
| Other  IBM products or services |       |                                  |       |                                  |       |                                  |       |                                  |       |                                  |

 

31

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**Exhibit B - IBM’s General Expense Guidelines**

 

Aspart of the marketing plan described in Section 2 of the Attachment, wewill identify specific marketing tactics to enable you to participate inco-funded campaign activity.  Thesetactics are intended to generate demand for the Solution.  Items to be discussed may include*****:

 

**Marketing Campaign Services**

Campaign Designer - IBM campaign offering

Development of Targeted Mailing Lists

Telemarketing for Campaign Follow Up

Direct Mail

 

**Marketing Seminars**

Events

Seminars

Webinars

Relative Collateral

 

**Trade Shows**

Targeted/focused shows, with IBM

 

----

*****Other demand generation activities will beaddressed on an exception basis by you and the IBM team.

 

**The following expenses will notbe approved for co-payment as part of the Strategic Alliance initiative:**

Media Advertising

Print Advertising

Sales Meetings

Sales Product Incentive Funds (SPIFS)

Equipment

Travel and associated Expenses

Education Expenses

 Sporting/Entertainment Events

Alcohol expenses for an event

Association Dues

Customer Satisfaction Surveys

 

32

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Questions about expenses should be directed to your IBM RelationshipManager.

 

**Exhibit C – IBM EnablementAssistance**

 

**Table*****

**Definitions: *****

 

33

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