**Exhibit10.36**

Dated May 5, 2005

***INTENTIAINTERNATIONAL AB (PUBL)***

and

**SYMPHONYSERVICE CORPORATION**

MASTEROFFSHORING AGREEMENT

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***           Represents text which has beenredacted and filed separately with the Securities and Exchange Commissionpursuant to a confidential treatment report pursuant to Rule 24b-2 ofSecurities Exchange Act of 1934, as amended.

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This**Master Offshoring Agreement** hasbeen made on **May 5, 2005** between:

(1)         Intentia International AB (publ), a company incorporated under the lawsof Sweden, whose registered office is at Vendevägen 89, 182 15  Danderyd, Sweden; and

(2)         Symphony Service Corporation, a company incorporated under the laws ofUS, whose headquarter office is at 4015 Miranda Avenue, Palo Alto, CA 94304.

(3)         Each of Intentia and the Supplier is individually referred to as a“party” or collectively as the “parties”.

**Whereas**:

(A)        Intentia has developed and markets a business system under the trademarkMovex;

(B)         Intentia, in order to secure a cost efficient development of thebusiness system, desires to outsource certain parts of its development andsupport operations;

(C)         The Supplier is able to provide cost efficient high quality softwaredevelopment and support services and is willing to provide such services basedon Intentia’s request in consideration referred to herein;

**Now therefore**, the parties have agreed as follows:

# **1.****     DEFINITIONS**

## **1.1****         **“**Additional Services**” means other services than DevelopmentServices and Support Services that the Supplier provides to Intentia during theTerm and in accordance with this Agreement.

## **1.2****         **“**Affiliate**” means entity which is part of the same group asIntentia or Supplier according to the definition of group (Sw: koncernbolag) inthe Swedish Companies Act, also including foreign entities. With respect toSupplier, the term Affiliate includes, without limitation, Supplier’ssubsidiaries located in Bangalore, Pune and Mumbai, India.

## **1.3****         **“**Effective Date**” means the date on which Transition shall becompleted and the Services shall be available to Intentia which shall be July1, 2005 unless otherwise agreed upon by the parties.

## **1.4****         **“**Agreement**” means this Master Offshoring Agreement documentincluding the Exhibits listed in Section 2.1.

## **1.5****         **“**Agreement Date**” means the date on which the Agreement hasbeen signed as set forth above.

## **1.6****         **“**Confidential Information**” has the meaning set forth insection 25.

## **1.7****         **“**Deliverable**” means any software, source code and othermaterials created by the Supplier, its Affiliates or Subcontractors forIntentia as part of the Services.

## **1.8****         **“**Development Services Agreement**” means the agreement enteredinto between the parties and which sets forth the specific terms and conditionsfor the Development Services attached hereto as Exhibit H and incorporatedherein by reference.

## **1.9****         **“**Development Services**” means the software product developmentservices set forth in Exhibit H.

## **1.10****       **“**GOC**” means the global operation centers in Mumbai andBangalore that shall be set up by the Supplier and from which the Services willbe provided.

## **1.11****       **“**Initial Term**” means the period commencing on the AgreementDate and ending five years thereafter.

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**1.12****       **“**Intellectual Property**” means patent rights(including patent applications and disclosures), copyrights, trade secrets,know-how and any other intellectual property rights recognized in any countryor jurisdiction in the world.

## **1.13****       **“**Intentia**” means Intentia International AB (publ).

## **1.14****       **“**Intentia Products**” means all software and hardware productsthat Intentia either owns or licenses from Third Parties, along with any andall user documentation, technical information and any module, specification,system, instruction, program or proprietary materials, which Intentia eitherdelivers to Supplier or provides Supplier with access to.

## **1.15****       **“**Related Intellectual Property**” means any IntellectualProperty owned or licensed by the Supplier or a Third Party.

## **1.16****       **“**Renewal Term**” means any Agreement period(s) subsequent tothe Initial Term.

## **1.17****       **“**Resource(s)**” means all of the Supplier personnel performingServices for Intentia under this Agreement. “Resources” may include employeesor consultants of Supplier or Supplier Affiliates or any other subcontractor ofSupplier.

## **1.18****       **“**Services**” means the Development Services and SupportServices.

## **1.19****       **“**Service Recipient**” shall have the meaning set forth in theSupport Services Agreement.

## **1.20****       **“**SOW**” means the statement of work that will be submitted forthe Services.

## **1.21****       **“**Staffing Category(ies)**” means the different categories ofResources to perform the Services as listed in Exhibit A.

## **1.22****       **“**Staffing Rate Categories**” mean the different rates for theStaffing Categories.

## **1.23****       **“**Supplier**” means Symphony Service Corporation.

## **1.24****       **“**Support Services**” means the support services set forth inExhibit I.

## **1.25****       **“**Support Services Agreement**” means the agreement entered intobetween the parties and which sets forth the specific terms and conditions forthe Support Services attached hereto as Exhibit I and incorporated herein byreference.

## **1.26****       **“**Technical environment**” is defined as inclusive of localservers, local power supply sufficient to operate all GOC equipment, local areanetwork, wide area network, internet connection, dedicated communication lines,clients (desktop PCs, laptops, etc), IP Network, telephone connectivity for theIntentia GOC.

## **1.27****       **“**Term**” means the entire period this Agreement is in force(i.e. including Initial Term and Renewal Term(s)).

## **1.28****       **“**Third Party(ies)**” means any individual or entity that is notparty to this Agreement.

## **1.29****       **“**Transfer Assistance Period**” means a period before and afterexpiration of the Agreement during which the Supplier shall assist Intentia inaccordance with Section 31.

## **1.30****       **“**Transition**” means the project for transferring the relevantoperations from Intentia to Supplier including the setting up of a GOC, as setforth in Exhibit B.

# **2.****     EXHIBITSAND PRIORITY**

## **2.1****         **ThisAgreement consists of the following documents:

(a)     MasterOffshoring Agreement (this document)

(b)     ExhibitA1: Development Pricing and Staffing Rates Categories

(c)     ExhibitA2: Support Services Pricing and Staffing Rates Categories

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(d)     ExhibitB: Transition - Contains an overall plan for the transition to be performed.

(e)     ExhibitC: Facilities — Contains an overview of the facilities where the performance ofthe Agreement will take place.

(f)      ExhibitD: Security - Security Handbook.

(g)     ExhibitE: Disaster Recovery

(h)     ExhibitF: Intentia’s Internal Travel Guidelines.

(i)      ExhibitG1: Service Level Agreement — Metrics and Reporting

(j)      ExhibitG2: Service Level Agreement — Technical Environment

(k)     ExhibitH: Development Services Agreement (including Exhibits).

(l)      ExhibitI: Support Services Agreement (including Exhibits).

(m)    ExhibitK: Indian Holidays

(n)     ExhibitL: Supplier’s standard non-disclosure agreement.

## **2.2****         **Ifthere is a conflict among the terms in the various documents within thisAgreement:

(i)      tothe extent the conflicting provisions can reasonably be interpreted so thatsuch provisions are consistent with each other, such consistent interpretationwill prevail; and

(ii)     tothe extent such consistent interpretation is not possible, the provisions ofthe Master Offshoring Agreement document shall prevail over the Exhibits unlessotherwise explicitly agreed.

(iii)    Unlessotherwise has been explicitly agreed upon by the parties, the documents listedin Section 2.2 above shall have priority in the following order:

(A)     MasterOffshoring Agreement (this document)

(B)      ExhibitA1: Development Services Pricing and Staffing Rates Categories

(C)      ExhibitA2: Support Services Pricing and Staffing Rates Categories

(D)     ExhibitL: Supplier’s standard non-disclosure agreement.

(E)      ExhibitH: Development Services Agreement (including Exhibits H1, H2 and H3 thereto).

(F)      ExhibitI: Support Services Agreement (including Exhibit I1 thereto).

(G)      ExhibitG1: Service Level Agreement — Metrics and Reporting

(H)     ExhibitG2: Service Level Agreement — Technical Environment

(I)       ExhibitB: Transition - Contains an overall plan for the transition to be performed.

(J)       ExhibitC: Facilities — Contains an overview of the facilities where the performance ofthe Agreement will take place.

(K)     ExhibitD: Security - Security Handbook.

(L)      ExhibitE: Disaster Recovery

(M)    ExhibitF: Intentia’s Internal Travel Guidelines.

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(N)     ExhibitK: Indian Holidays

# **3.****     AGREEMENTSCOPE AND STRUCTURE**

## **3.1****         **ThisAgreement describes a GOC specifically assigned to undertake the Services forIntentia in India, to be staffed and operated by Supplier and/or itsAffiliates, at the Supplier’s or its Affiliate’s facilities, pursuant todirection and instructions from Intentia. Intentia and Supplier will jointlydetermine on a project-by-project basis, the activities that Supplier willcarry out on behalf of Intentia in accordance with this Agreement.

## **3.2****         **ThisAgreement sets forth the terms and conditions for the Supplier’s provision ofthe Services. The details of the provision of the Services are included inExhibits H and I (Development Services Agreement, Support Services Agreementand the SOW, which shall be agreed upon between the parties for each specifiedproject.

# **4.****     GENERALOBLIGATIONS AND RESPONSIBILITIES OF SUPPLIER**

## **4.1****         **Duringthe Transition, the Supplier must undertake the measures and meet themilestones, if any, set forth in Exhibit B (Transition), of which the mostcritical is the setting-up of the GOC. The GOC will be named the IntentiaGlobal Operations Center, India provided, however, that Intentia shall haveapproval rights with respect to all signage and other visual identificationwithin the GOC.

## **4.2****         **Asof the Effective Date and during the Term the Supplier shall, through the GOCand upon Intentia’s request, provide Intentia with the Services in accordancewith the terms and conditions set forth in this Agreement.

## **4.3****         **Duringthe Transfer Assistance Period, the Supplier shall actively co-operate in thetransfer of operations to Intentia or another entity in accordance with theterms and conditions set forth in Section 31 (“Winding Up and TransferAssistance”) of this Agreement.

## **4.4****         **TheSupplier acknowledges that the proper provision of the Services is critical forIntentia and undertakes to perform its obligations with personnel who are suitable,qualified and skilled for the purpose and in a workmanlike manner. Where notprovided otherwise in this Agreement the Services shall be performed pursuantto generally accepted methods and standards in the relevant industry andgeographic location where the Services are performed. The supplier shallmaintain an active program for continues improvement of quality assurance andstrive for the highest quality assurance ratings to the extent commonlyavailable in the relevant industry and geographic location where the Servicesare performed.

## **4.5****         **TheSupplier must comply with applicable local laws, regulations and orders whichfrom time to time are applicable to the provision of the Services.

## **4.6****         **TheSupplier shall be responsible for the security of the GOC and shall maintainsecurity measures to protect the Deliverables, Intentia Products andConfidential Information from unauthorized access or theft. The Supplier willpromptly report any breaches in its security resulting in unauthorized accessto or theft of Intentia Products or Intentia Confidential Information(including attempted unauthorized access to or theft thereof) to Intentia.

## **4.7****         **TheSupplier shall comply with and provide the disaster recovery organisation setforth in Exhibit E (Disaster Recovery).

# **5.****     GENERALOBLIGATIONS AND RESPONSIBILITIES OF INTENTIA**

## **5.1****         **Duringthe Transition Intentia shall undertake the measures set forth in Exhibit B(Transition) and shall timely and fully provide the Supplier with otherreasonably requested assistance as requested in writing and in due time by theSupplier, to enable the Supplier to complete the Transition.

## **5.2****         **Intentiashall appoint and make available for all ongoing projects a project manager whowill:

(i)      bethe main point of contact between Intentia and Supplier;

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(ii)     haveauthority to make binding decisions for Intentia; and

(iii)    provideSupplier with access to relevant Intentia personnel who can provide informationneeded by Supplier in connection with its performance of the Agreement.

## **5.3****         **Intentiashall provide all reasonable and timely assistance, information and cooperationto Supplier to enable it to properly provide the Services.

# **6.****     TRANSITION**

## **6.1****         **Transitionshall be conducted in accordance with Exhibit B (Transition) and shall beconsidered completed when the measures set forth in Exhibit B (Transition) havebeen met.

## **6.2****         **TheTransition Completion Date occurs on the date when Transition is completed.

## **6.3****         **Inthe event that the Transition Completion Date is late for more than *** weeksand such delay is not caused by Intentia or any circumstances for whichIntentia is responsible, Intentia has the right to terminate the Agreement inaccordance with Section 10.1, i.e. neither party shall have any liability tothe other party as a result of such termination.

## **6.4****         **TheSupplier acknowledges that it is critical for Intentia to be able to receivethe Services as of the Effective Date. The Supplier shall promptly informIntentia of any anticipated delay and the duration thereof.

# **7.****     DOCUMENTATIONRELATING TO THE PARTIES’ COOPERATION**

## **7.1****         **TheSupplier shall develop and maintain processes and routines for the provision ofthe Services. For this purpose, the Supplier will, at the latest by theEffective Date, develop and present a procedures manual and see to that otheradequate documentation is at hand.

# **8.****     RESOURCEPLAN**

## **8.1****         **Intentiaanticipates that the Supplier or any of its approved Affiliates will performthe Services. Notwithstanding this, Intentia reserves the right, at any time atits sole discretion, to in source or to contract with other contractors toperform any part of the Services, provided however that under no circumstancesshall Intentia during the Term of this Agreement pay Supplier for less than theMinimum Staffing Levels referred to in Exhibit A. In the event that Intentia insources or contracts other contractors, the Supplier shall cooperate with suchother contractors and Intentia.

## **8.2****         **Intentiaagrees that it will use reasonable efforts to utilize the planned staffinglevels to perform the Services, for each month of the Term. The plannedstaffing levels for the Initial Term are outlined in Exhibits A1 and A2 hereto(Development and Support Pricing and Staffing Categories). The parties willmeet at the end of the calendar quarter immediately prior to the end of theInitial Term and each Renewal Term, as applicable, to discuss and agree to theplanned staffing levels for the following Renewal Term. The parties maymutually agree in writing to amend the planned staffing levels for any calendarmonth, provided such change is agreed to no less than one (1) month prior tothe applicable calendar month to which the change will apply.

## **8.3****         **Intentiaagrees to, and agrees to pay for (at the appropriate monthly rates set forth inExhibits A1 and A2) (Development and Support Pricing and Staffing RatesCategories), those minimum staffing levels for Resources for each identifiedperiod set forth in Exhibit A1 and A2 (Development and Support Pricing andStaffing Rates Categories). The Supplier shall provide the Resources to meetIntentia’s requirements set forth in the applicable SOW, but in no event shallSupplier provide fewer Resources than are listed in the minimum staffing levelsset forth in  Exhibit A1 and A2 (Pricing andStaffing Rates Categories).

## **8.4****         **Supplierwill staff and maintain a bench of trained Development Resources, all of whichshall be Staffing Category 0 (as outlined in Exhibit A1 (Development Pricingand Staffing Rates

 

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***         Representstext which has been redacted and filed separately with the Securities andExchange Commission pursuant to a confidential treatment request pursuant toRule 24b-2 of Securities Exchange Act of 1934, as amended.

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Categories)), and shallbe equal to *** percent (***%) of the minimum staffing level as outlined inExhibit A (Pricing and Staffing Rates Categories), ***. Such reserve Resourcesshall not be considered Resources for the purposes of this Agreement, unless,until such reserve Resource commences, and only during such time that suchreserve Resource performs, full-time work on the Intentia engagement.

 

## **8.5****         **Suppliercurrently plans to, but has no obligation to, staff and maintain a bench oftrained Development Resources, which may approximately mimic the actual mix ofResources across all of the blended Staffing Rate Categories (C0 through C3)(as outlined in Exhibit A1 (Development Pricing and Staffing Rates Categories))and which is currently planned to be equal to *** percent (***%) of the plannedstaffing levels as outlined in Exhibit A1 (Development Pricing and StaffingRates Categories), ***.  Notwithstandingthis, any staffing of bench Resources in addition to the Category 0 level asper Section 8.4 above will be at Supplier’s sole option.

## **8.6****         **Theactual number of Resources performing Development Services as per Exhibit A1(Development Pricing and Staffing Categories) (no such restriction will beplaced upon a reduction of Support Resources) may be increased by any amountmutually agreed upon in writing by the parties but may be decreased by no morethan *** (***%) from one calendar quarter to the next, unless Supplier agreesto a greater decrease in writing. Intentia may affect such decrease of *** percent (***%) or less bygiving written notice to Supplier of the proposed change no less than *** (***)months prior to the applicable calendar quarter to which the decrease willapply. In the event that there is a written termination notification byIntentia due to Supplier’s material breach of this Agreement, then Intentia mayimmediately decrease the actual staffing level to a desired level (up to 0) bygiving written notice to Supplier of the proposed change.  In the event that there is i) a writtentermination notification by Intentia due to Supplier’s material breach of thisAgreement pursuant to Section 27.1, or (ii) a written notification by Supplierto terminate this Agreement for any reason, Intentia will not be bound by thislimitation, and may decrease the Actual Staffing Level upon prior writtennotice to Supplier, but will do so in an orderly and reasonable manner, and inobservance of a general guideline of approximately *** to *** percent (***%)per calendar month.

## **8.7****         **PartMonth. In the event a Resource commences or permanently ceases providingServices for Intentia part way through a calendar month, then such Resourcewill be billed at, and Intentia agrees to pay, a prorated monthly rate for thatcalendar month based on the number of days the Resource actually performed Servicesfor Intentia in that calendar month.

# **9.****     STAFFINGCATEGORIES**

## **9.1****         **AllDevelopment Resources will be categorized by Supplier in adherence andaccordance with the Staffing Categories in Exhibit A1 (Development Pricing andStaffing Categories). In the event Supplier desires to place a Resource in aStaffing Category and such Resource does not have the defined experience asoutlined in Exhibit A1 (Development Pricing and Staffing Categories), theparties will mutually agree on the categorization of such Resource.

## **9.2****         **Asvarious Resources gain experience over time, such experience shall cause themto progress from one Staffing Category to another. Supplier shall provideIntentia with at least two (2) month prior notice before progressing a Resourceto a higher Staffing Category, and Intentia shall be billed and shall pay forsuch Resource at the higher Staffing Category rate as of the effective date ofsuch progression.

## **9.3****         **Thereare no Staffing Categories for Support Services. However, each Resource that isassigned to the Customer Support GOC shall have at least 9-12 months ofrelevant Movex or other Intentia software product experience or training.

# **10.****  QUANTITATIVEOBJECTIVES**

## **10.1****       *****

 

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***         Representstext which has been redacted and filed separately with the Securities andExchange Commission pursuant to a confidential treatment request pursuant toRule 24b-2 of Securities Exchange Act of 1934, as amended.

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**10.2****       *****

## **10.3****       *****

# **11.****  USEOF SUBCONTRACTORS**

## **11.1****       **TheSupplier and/or its Affiliates may use approved Resources from approvedsubcontractors to carry out parts of the Services, subject to the prior writtenconsent thereof by Intentia. The following of Supplier’s Affiliates are herebypre-approved subcontractors and do not require any specific consent: SymphonyAffiliates located in Bangalore, Pune and Mumbai.

## **11.2****       **Inconsidering contracting subcontractors, the Supplier shall resort to the mostcost efficient solutions in dividing tasks between the Supplier and subcontractors

## **11.3****       **Whenusing subcontractors, the Supplier shall be entirely responsible for the actsand omissions of such subcontractors, to the same extent as if the Supplier haditself carried out the relevant Services. The Supplier shall take appropriateaction to ensure that subcontractors enable the Supplier to fully carry out itsobligations according to the Agreement.

# **12.****  MANAGEMENT**

## **12.1****       **Theparties will each appoint one Focal Point (Focal Point Intentia = IntentiaProject Executive  Director, Focal Point Supplier  = Supplier Project Executive ) who willcommunicate directly with each other. The Focal Points will be familiar withthe Agreement and will be responsible for the ongoing management of theAgreement, including any charges and billing activities related thereto. Thetime spent for this activity is not billable to either party.

## **12.2****       **OperationalLevel — The parties will establish a GOC management group (“GOC ManagementGroup”) which shall conduct a weekly GOC operations meeting. Members of thisgroup may include, but are not limited to, the following:

(i)    Intentia:Required: Intentia Project Executive Optional: Intentia domain leads;

(ii)   Supplier:Required:  GOC manager Optional:GOC team leads.

The agenda topics for theweekly GOC operations meeting will include, but not be limited to: monitorresults and initiation of improvement actions, resolve project levelescalations, prioritize operational and process improvement activities, updateresource plan, and monitor Initial Objectives.

### **12.2.1****    **GOC Operations Meeting - For the first twelve(12) months of the Agreement, the GOC Management Group will meet, either inperson or via conference call, on a weekly basis, subject to the parties’mutual agreement regarding actual scheduling. Following completion of the firsttwelve (12) months of the Agreement, the GOC operations management team willmeet, either in person or via conference call, every two weeks, subject to theparties’ mutual agreement regarding actual scheduling. The Supplier willparticipate in these meetings jointly with IBM.

## **12.3****       **ClusterLevel — The Supplier shall have the option of participating in Intentia’s existing cluster meetings and shall beprovided with meeting details in writing within a reasonable amount of

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***         Representstext which has been redacted and filed separately with the Securities andExchange Commission pursuant to a confidential treatment request pursuant toRule 24b-2 of Securities Exchange Act of 1934, as amended.

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time in advance of each such meeting. Participants of this meeting may include, but are not limited to, thefollowing:

(i)      Intentia:Intentia Project Executive, operations coordination manager, QA processmanager.  Optional:  relevant development and QA managers;

(ii)     Supplier::  GOC manager Optional: developmentmanager, QA manager, team leads.

The agenda topics for thecluster meetings may include:   projectstatus, project issues and concerns, prioritization of projects and resourceassignments, staffing profile and action plans, tasks planned and accomplished, technical problems.

## **12.4****       **TacticalLevel — The Supplier may participate in Intentia’s existing developmentoperations management meetings (at Intentia Research & Development AB“IRD”), as needed upon reasonable prior written notice by Intentia.Participants of this meetings are defined as the “Operations ManagementCommittee” and may include, but are not limited to, the following:

(i)    Intentia:President of IRD, Intentia Project Executive, operations coordination manager,QA process manager Optional: relevant development and QA managers;

(ii)   Supplier:GOC manager, Client Delivery Executive Optional: development manager, QAmanager, team leads.

The agenda topics for theGOC operations management meetings may include: GOC objectives, GOC milestones and deliverables, if any, Resourceutilization and Resource estimation plan, prioritization of projects, summaryproject status, project issues, maintenance status, Intentia feedback, riskmanagement, and escalated disputes from the Operational level and the Clustergroup. Compulsory update of the Approved Resource Budget (Exhibit H3)Additionally, any disputes escalated from the cluster group may be addressed inIntentia’s existing IRD operations management meeting.

### **12.4.1****    **Tactical Meeting — The existing Intentiaoperations meetings and cluster meetings are held every four (4) weeks (i.e. 13times per year). The Supplier will participate in these meetings jointly withIntentia, as reasonably requested by Intentia IRD management

## **12.5****       **Theparties will form a Steering Committee to focus on GOC strategy and overallrelationship management and governance (the “Steering Committee”). Members ofthis Steering Committee may include, but are not limited to, the following:

(v)   Intentia:President of IRD, EVP, Intentia Project Executive, operations coordinationmanager, QA process manager. Optional: CEO;

(vi)  Supplier:  President of Supplier, the GOC Manager andClient Support Director

The agenda topics for theSteering Committee meetings will include: Relationship review, Metrics review, client satisfaction survey review,strategy review, goal setting, forum for executive exchange, strategictechnology and business directions, aggregate resource planning.  Additionally, the committee will discuss thesize of the delivery team for the next quarter, including increase and decreasein number of resources in the GOC.  Thepurpose of this dialogue is to ensure that the development of the GOC is inlinewith Intentia strategy and that the future demand on the GOC can be deliveredby the Supplier. If needed, this committee will resolve disputes escalated fromthe Tactical Level as set forth in Section 12.4.

### **12.5.1****    **Strategic Meeting - For the first six (6)months of the Agreement, the Steering Committee will meet, either in person orvia conference calls, on a monthly basis, subject to the parties’ mutualagreement regarding actual scheduling. Following the first six (6) months ofthe Agreement, the Steering Committee will meet, either in person or viaconference calls, on at least a quarterly basis, subject to the parties’ mutualagreement regarding actual scheduling. The Supplier will participate in thesemeetings jointly with IBM.

## **12.6****       **TheSupplier will construct and keep current an organizational chart including allrelevant Resources and Intentia will construct and keep current anorganizational chart including all

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relevant Intentia employees to whom Supplier and Resources shallreport. The parties will use reasonable commercial efforts to ensure that theappropriate management members are included in major planning and other suchmeetings.

## **12.7****       **TheSupplier shall be responsible for documenting and publishing minutes and actionitems from meetings referred to herein where attended by the Supplier and shallprovide Intentia with such minutes. In meetings where the Supplier participatesjointly with IBM, the Supplier and IBM shall rotate the responsibility fordocumenting and publishing the minutes and action items.

## **12.8****       **Theoperations of and mandate to the management committee and the SteeringCommittee shall in any event be limited to what is permitted under the Swedishlaws (and in particular the Swedish Companies Act).

## **12.9****       **Anydispute will be escalated in accordance with the escalation procedure set forthin Section 38 of this Agreement.

# **13.****  AUDITS**

## **13.1****       **Forthe Term of this Agreement or for ten (10) years, whichever is shorter, theSupplier shall maintain books, records, documents, receipts and other evidencesufficient to reflect properly Supplier’s full compliance with the terms andconditions of this Agreement, including consumption of Resources, pricing andinvoicing. Any invoicing that is mutually agreed to be incorrect will withoutdelay be corrected by the Supplier. Upon Intentia’s reasonable advance writtenrequest, but not more than once every 12 months, and at times, dates andlocations mutually agreed upon by the parties, Supplier will provide Intentiawith copies of relevant source documents to support costs invoiced to Intentiathat are in Supplier’s possession, subject to Supplier’s obligations ofconfidentiality to third parties, including, but not limited to time logs,expense accounts, and phone logs.

## **13.2****       **Intentiawill have the right, in its reasonable discretion, to review Supplier’sperformance of the Services at Supplier’s facilities. Supplier will providereasonable access to its relevant facilities, cooperation to Intentia inperforming such reviews, including, without limitation, providing Intentia withaccess to all project related records, work in progress, personnel, documentsand other materials, pertaining to Intentia engagement as reasonably requestedby Intentia. Intentia may perform such reviews during Supplier’s normalbusiness hours by providing Supplier with reasonable advance notice.  In performing such reviews, Intentia will notunduly interfere with the operation of Supplier’s business activities, andIntentia will comply with Supplier’s reasonable safety and security policiesand procedures.  Intentia may designate aThird Party to conduct such review on its behalf or in conjunction withIntentia’s review.  Such review will beat Intentia’s expense and any Third Party involved in the review will be underNDA with Intentia, and will be bound in writing by the same confidentialinformation non-disclosure provisions protection the Supplier’s ConfidentialInformation as Intentia is bound to.

## **13.3****       **TheSupplier shall maintain a complete audit trail of all accounting and invoicingtransactions resulting from the Agreement. The Supplier’s accounting- andinvoicing system should be able to provide the Supplier with all suchtransactions concerning Intentia. The Supplier will document and administerfiles with protocols regarding decisions, changes etc. concerning the Services.

## **13.4****       **Intentiaalso has the right to inspect and audit of the Suppliers’ business related tothe Agreement with regard to security, quality, local regulatory compliance andthe performance of the Services at the facilities from which the Services areprovided. Such audit may be performed by Intentia itself or an outsidecontractor

## **13.5****       **TheSupplier will provide Intentia with reasonable access to its facilities, auditreports, financial data repositories, work in progress, documents, materialsand personnel for the purpose of performing the audits described in thisSection 13.

## **13.6****       **TheSupplier will also assist Intentia in providing Intentia’s external andinternal auditors with reasonably requested and/or required information to theextent in Supplier’s possession so that they may perform their annual generalcontrol review and financial audit.

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**13.7****       **If theSupplier is using subcontractors (such as Symphony-India and Symphony-Pune) inaccordance with this Agreement, the Supplier shall ensure that Intentia mayconduct such audits as set forth in this Section 13 of such subcontractor.

# **14.****  PRICINGAND STAFFING RATE CATEGORIES**

## **14.1****       **Forthe Services provided by the Supplier, Intentia shall pay compensation as isset forth in this Agreement, including, without limitation, Section 8 above.All obligations according to this Agreement shall be included in thecompensation for the Resources and Services as set forth in Exhibits A1 and A2(Development and Support Pricing and Staffing Rates Categories), unlessotherwise explicitly is stated herein.

## **14.2****       **AllResources will be categorized by Supplier in adherence and in accordance withthe Staffing Rate Categories set forth in Exhibit A1 and A2 (Development andSupport Pricing and Staffing Rates Categories). The Blended Monthly Rate is based on the “Team Composition” outlined atExhibit A1 and includes all Resource Categories 0, 1, 2 and 3. In the event theTeam Composition varies by more than *** percent (***%) over two (2)consecutive months, in accordance with Exhibit A1, then the rates for Categories0, 1, 2 and 3 as outlined at Exhibit A1 shall be used to calculate a revisedBlended Monthly Rate for future months.

## **14.3****       *****

## **14.4****       **Allrates and fees quoted herein are stated and payable in Swedish Kronor (SEK).The Supplier shall not raise its rates for Support Resources till ***. Therates for the Support Resources shall thereafter be adjusted in accordance withthe below adjustment terms for Resources providing Intentia with DevelopmentServices. The monthly rates for the Resources (Development Services) willremain in effect until *** and shall then be adjusted as follows (the ratesshall not decrease under any circumstances and shall remain the same if noincrease is applicable hereunder): On each anniversary of April 1 each year,the monthly rates will be adjusted by the lesser of (a) *** percent (***%)increase or (b) adjusted in accordance with the Hewitt-Norton Salary survey forI.T Professionals in India for the past twelve (12) month.  If the Hewitt-Norton salary survey is notavailable, or ceases to be published, then the Indian CPI for Urban Non-ManualEmployees index (CPI-UNME index) will be used in place of the Hewitt-NortonSurvey for Intentia GOC workers in India. This new rate will remain in effectfor a period of one (1) year. If Supplier wishes to use the Hewitt-Nortonsalary survey to establish the annual price increase, then Supplier mustprovide a full copy of the entire Hewitt-Norton salary report to Intentia atleast twenty (20) working days prior to the annual price increase date,otherwise the Indian CPI for Urban Non-Manual Employees index (CPI-UNME index)will be used.

# **15.****  OPERATIONSENVIRONMENT AND EXPENSES**

## **15.1****       **TheSupplier shall ensure that the operations environment in the form of equipment(hardware), software, materials and other infrastructure which enable theprovision of the Services at any time correspond with Intentia’s reasonable andcustomary demands not inconsistent with the terms of this Agreement. Theallocation of costs for the operations environment relating to this Agreementis set out in Sections 15.2 — 15.4.

## **15.2****       **The Supplier will, at minimum, maintainthe following Internet Connectivity and Bandwidth:

·      ***

·      ***

·      ***

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***         Representstext which has been redacted and filed separately with the Securities andExchange Commission pursuant to a confidential treatment request pursuant toRule 24b-2 of Securities Exchange Act of 1934, as amended.

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**15.3****       **Exceptfor those items listed in Section 15.3 below and subject to Intentia’s priorwritten approval of such equipment and items, Intentia shall in all cases beresponsible for paying all capital costs for equipment and other itemsreasonable or necessary for the operation of the GOC, including, withoutlimitation:

(i)    officeimprovements requested by Intentia;

(ii)   serversspecific to Intentia’s software and development environment;

(iii)  applicationsoftware;

(iv)  developmentsoftware;

(v)   ThirdParty software, if any, with which Intentia Products are to be integrated;

(vi)  Greaterthan *** MBPS VPN with acceptable SLA’s at the Mumbai GOC, and greater than ***MBPS VPN at the Bangalore GOC, including hardware and software necessary forsuch expanded Internet connectivity to link the GOC in India to Lindköping,Sweden.

(vii)datacommunications hardware and software linking any Intentia facility or worklocation (other than to Danderyd or other agreed upon Intentia locations fromthe GOC as per section 15.4 (ii) below, but including those of contractors andpartners other than Supplier) to the GOC as applicable.

## **15.4****       **TheSupplier will be responsible for paying for the following items:

(i)    officefurniture; general office equipment, including telephones, copiers, faxmachines, a computer; standard software such as *** (see table below); andlaptops for the GOC Manager, other Managers, Senior Developers and Senior QAresources - a pool of additional laptops will be available for other resourcesto check out and use when required;
| Desktop Hardware  Minimum configuration |   | ***    |
|-----------------------------------------|--------|--------|
|                                    |   |   |
| Desktop Software                        |   | ***    |
|                                    |   |   |
| Desktop Ratio                           |   | ***    |
|                                    |   |   |
| Other shared hardware                   |   | ***    |

 

The above hardware andsoftware specifications may be revised by Intentia no greater than once peryear upon at least sixty (60) days prior written notice to Supplier.  Such revisions shall be consistent withsimilar upgrades and migrations performed generally by Intentia on the abovehardware and software.

(ii)     VOIPcommunications hardware and software linking the Intentia GOC to Intentia inSweden.

(iii)    Allmanagement and administration of supporting and operating all technologiesinside the Symphony firewall. This includes the GOC LAN, Windows server,antivirus server, Lotus Notes server.

(iv)    Intentiawill specify the desktop image to be applied to each desktop.  This image will essentially be the same asthe image required of all Intentia employees. Intentia will also specify to Symphony when patches will be required toeach application running on the

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***         Representstext which has been redacted and filed separately with the Securities andExchange Commission pursuant to a confidential treatment request pursuant toRule 24b-2 of Securities Exchange Act of 1934, as amended.

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standard desktop.  This is beingdone to ensure consistency and compatibility among all desktops.

## **15.5****       **Intentiawill be responsible for paying all operating expenses involved in operating theGOC except for the following operating expense items, which Supplier will beresponsible for:

(i)       office-relatedoperating expenses such as local transportation (excluding those relatedexpenses referred to in  Section 15.5),food or meals provided by Supplier, social events hosted by Supplier, utilitiesand taxes; and

(ii)      localtelephone service to the GOC; and

(iii)     longdistance VOIP or other long distance phone service, if any, as selected bySupplier in its discretion, to Intentia’s development centers or other Intentialocations.

Operating expenses referred to above shall either be (i) pre-approvedand verified by Intentia or (ii) subject to a monthly “lump sum/cost estimate”that may not be exceeded with more than 10% without the prior approval ofIntentia.

## **15.6****       **ForResources travelling to Intentia’s locations in Europe, the U.S. and/or otherIntentia locations, Supplier will pass through to Intentia the actual chargesfor all of travel and living expenses per Resource (except for the dailyallowance which will be as indicated below), which costs shall not exceed thosecontemplated under Intentia’s internal travel guidelines which is attached tothis Agreement as Exhibit F.

## **15.7****       **Subjectto Section 15.3 and 15.4 each party will be responsible for the cost ofcomponents within their respective sites required to establishconnectivity.  Intentia and the Supplierwill implement a communications infrastructure including but not limited to:

(i)      VPNconnectivity;

(ii)     openaccess to networks and servers at both locations as appropriate to each other’sneeds;

(iii)    secureemail;

(iv)    securemessaging;

(v)     securevideo conferencing;

(vi)    secureweb conferencing;

(vii)   telephoneconferencing.

# **16.****  INVOICINGAND PAYMENTS**

## **16.1****       **Invoicesfor the Services shall be rendered by the Supplier to Intentia, at the end ofeach calendar month for the Services that have been provided during thatcalendar month. Expenses incurred by Supplier in accordance with Section 15shall be included in the monthly invoices.

## **16.2****       **Intentiaagrees to pay all non-disputed invoices within thirty (30) calendar days fromthe date of receipt of the invoice. Any non-disputed invoiced amounts not paidwithin forty five (45) calendar days will be subject to a late payment equal tothe lesser of one and a half percent (1.5%) per month or the maximum rateallowed by law computed and added to the outstanding unpaid invoice amount fromthe forty sixth (46th) calendar day following the invoice date.

## **16.3****       **Anymutually agreed upon service credits, refunds and other compensation payable toIntentia will be deducted from the invoice amount (before sending the invoiceto Intentia) for the immediately following invoicing period.

# **17.****  TAXES**

**17.1****       **Thefees do not include VAT.

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## **17.2****                       **Eachparty will be responsible for any and all personal property taxes on propertyit owns or leases, franchise and privilege taxes on its business, and taxesbased on its net income or gross receipts. Supplier shall pay all sales, use,and other taxes and duties payable by Supplier on any goods or services used orconsumed by Supplier in providing the Services.

# **18.  INSURANCE**

## **18.1****                       **Duringthe Term the Supplier will maintain the following levels of insurance coveragefor the Services to be provided hereunder and the operation of the GOC.

### **18.1.1****             **CommercialGeneral Liability Insurance for bodily injury and property damage with a limitof One Million Dollars ($1,000,000) per occurrence and Two Million Dollars($2,000,000) in the aggregate.

### **18.1.2****             **Worker’s Compensation/Employers’Liability. Insurance statutory limits, covering the Supplier’s employeespursuant to applicable state workers’ compensation laws.

### **18.1.3****             **ProfessionalLiability Insurance for errors and omissions with a limit of Five MillionDollars ($5,000,000) per occurrence or per claim and Five Million Dollars($5,000,000) in the aggregate.

### **18.1.4****             **Umbrella and/orExcess Liability insurance on an occurrence basis with limits not less thanFive Million Dollars ($5,000,000) per occurrence and Five Million Dollars($5,000,000) in the aggregate in excess of the limits provided by the Supplier’sEmployer’s Liability and Commercial General Liability.

### **18.1.5****             **Upon Intentia’swritten request, the Supplier shall without undue delay submit a copy ofinsurance certificates evidencing such insurance coverage.

# **19.  OWNERSHIP**

## **19.1****                       **Intentiashall be the sole and exclusive owner of all rights, including but not limitedto Intellectual Property, to all software (including source code) and othermaterials owned by it as of the Agreement Date and to all derivative works ofsuch software and materials and any other Intellectual Property developed byIntentia or acquired by Intentia during the Term.

## **19.2****                       **Allrights to all software and materials (including source code) developed by theSupplier for Intentia during the Term including Intellectual Property embodiedtherein and including the right to modify and transfer such rights butexpressly excluding any and all Related Intellectual Property shall, uponpayment in full therefore, belong to Intentia and be deemed works made-for-hirein the course of performing the Services.

## **19.3****                       **Intentiahereby grants to the Supplier and its Affiliates a non-exclusive,non-transferable, fully paid up, worldwide, royalty-free limited right and licenseto access, use, execute, reproduce, display, perform, modify and distributeIntentia owned and/or licensed software and materials provided by Intentia toSupplier used by the Supplier and its Affiliates for the sole purpose ofproviding the Services to Intentia. Intentia hereby represents and warrants that it has full right, titleand authority in and to all of the Intentia Products necessary to grant theaforementioned license to Supplier. Consequently, the Supplier may not use orsublease Intentia owned software or materials for any other purpose.

## **19.4****                       **Suppliermay not use any Related Intellectual Property for the provision of Services(including but not limited to the Deliverables), unless previously approved byIntentia in writing.

## **19.5****                       **On the occasion when Intentia gives itswritten approval to Supplier to use Related Intellectual Property, thenIntentia and Supplier agree to negotiate the Related Intellectual Property atthat time.  If the parties are unable to agree upon terms and conditionsfor the Related Intellectual Property, then Supplier shall not be obligated touse such Related Intellectual Property for the provision of Services (includingbut not limited to the Deliverables).

## **19.6****                       **If Supplier owned Related IntellectualProperty is used the Supplier should be obliged to grant Intentia a fullypaid-up perpetual license for the use in connection with Intentia Products.

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## **19.7****                       **Opensource software may only be used with pre-approval from Intentia in writing.Except as authorized by Intentia, Supplier may not include any open sourcetechnology that would cause the Deliverable to be included in the publicdomain.

## **19.8****                       **Exceptas provided in Section 24 [Confidentiality] and Section 21  [Protection of IP Rights] and provided thatSupplier does not breach the confidentiality obligations set forth herein,Intentia acknowledges and agrees that nothing contained in this Agreement shallprevent Supplier from using its knowledge, experience, know-how and expertise,whether gained prior to, during or after any Services performed under thisAgreement, in any manner and for any purpose whatsoever, including, withoutlimitation, to perform work for Third Parties including work which results inthe creation of materials having formats, organization, use, function,structure and sequence similar to materials developed for Intentia.

# **20.  INDEMNIFICATION**

## **20.1****                       **In theevent that any Third Party initiates or threatens to initiate legal proceedingsbased upon a claim that the Deliverables infringe the Third Party’s IntellectualProperty, Supplier undertakes to defend Intentia and keep Intentia indemnifiedagainst all damages and costs awarded in such action or payable in accordancewith any settlement thereof, provided that such infringement is caused byRelated Intellectual Property used without Intentia’s prior written approval orby Supplier or Supplier Affiliate owned Intellectual Property.

## **20.2****                       **If aclaim referred to in Section 20.1 is made or appears likely to be made, theSupplier will, in its discretion, either replace the applicable infringingDeliverable with, at least, equivalent functionality which causes no such blockor interference or will cause to be granted to Intentia a non-exclusive,worldwide, perpetual, irrevocable, royalty-free license to make (and havemade), use, offer for sale, sell, import, copy, modify, create derivative worksbased upon, distribute, sublicense, display, perform or transmit any products,software, hardware, methods or other materials of any kind that are covered bythe relevant Related Intellectual Property, to the extent necessary to enableIntentia to exercise all of the rights assigned or licensed to Intentiahereunder.

## If the cost ofsuch replacement (calculated using the applicable rates for Resources agreedhereunder) or such license, together with the damages for which Supplier isliable as specified below in this section 20.2, would exceed the InfringementCap defined below, then the infringing Deliverable will be returned at Supplier’srequest, and the Supplier will instead give Intentia a credit equal to thecharges paid for the infringing Deliverable. In addition to the remediesspecified above, Supplier will reimburse Intentia for the actual direct damagesincurred by Intentia as a result of the infringement. Notwithstanding anythingof the foregoing, Supplier’s aggregate liability under this section 20.2 shallnot exceed thirty (30) MSEK (the “Infringement Cap”).”

## **20.3****                       **In theevent that any Third Party initiates or threatens to initiate legal proceedingsbased upon a claim that any materials or Intellectual Property provided byIntentia to the Supplier for the performance of the Services hereunder,Intentia undertakes to defend the Supplier and keep the Supplier indemnifiedagainst all damages and costs awarded in such action or payable upon settlementthereof.

## **20.4****                       **Theobligations in 20.1 - 20.3, respectively, do not apply to the extent the ThirdParty claim is based on any materials or Intellectual Property provided by theparty that would be indemnified, by such party’s modification of the infringingitem, if the infringement would not otherwise exist, or such party’scombination or use of the infringing item with any products or materials notprovided by the other party, if the infringement would not otherwise exist.

## **20.5****                       **Theparty to be indemnified under this Section 20 shall provide the party requiredto indemnify with prompt written notice of any such claims as soon as the partyto be indemnified becomes aware of the existence or likelihood of any suchclaim.

## **20.6****                       **The partyto be indemnified shall grant the party required to indemnify with theexclusive right to defend and/or settle any such claim. The party to beindemnified shall provide the party required to indemnify with any and allreasonable cooperation and assistance which the party to be indemnified mayrequire in defending such claims.

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## **20.7****                       **Theparty required to indemnify shall not settle any claim without the priorwritten consent of the party to be indemnified if such settlement requires anyaffirmative action or forbearance on the part of the party to be indemnified,such consent not to be unreasonably withheld or delayed.

## **20.8****                       **Withoutprejudice to the right of the indemnifying party under Section 20.7 to controlthe defence and the settlement of the claims, the party to be indemnified shallhave the right to participate in the defense and/or settlement of any claimwith counsel of its choosing at its own expense to the extent that any suchclaim is based on the gross negligence or wilful misconduct of the partyrequired to indemnify.

## **20.9****                       **Theprovisions of this Section 20 as well as Section 19.6 above herein stateSupplier’s entire liability and Intentia’s exclusive remedy for infringement ofintellectual property rights of any kind.

# **21.  NON HIRE**

## **21.1****                       **Theparties agree that they will not, other than as provided for under Section 29below, without the prior written consent from the other party, directly orindirectly solicit, hire or otherwise retain as an employee or independentcontractor any current staff member of the other party, its Affiliates orsubcontractors, during the Term and for a period of twelve (12) months afterany such staff member leaves the employment of that party.

# **22.  DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY**

## **22.1****                       **DISCLAIMEROF WARRANTIES. THE SUPPLIER ON BEHALF OF ITSELF AND ITS AFFILIATES ANDSUBCONTRACTORS DISCLAIMS ALL WARRANTIES (OTHER THAN THOSE WARRANTIES EXPRESSLYSTATED IN THIS MASTER OFFSHORING AGREEMENT, THE DEVELOPMENT SERVICES AGREEMENT(SECTION 9) AND THE SUPPORT SERVICES AGREEMENT (SECTION 8)) WITH REGARD TO THESERVICES, THE DELIVERABLES AND ANY OTHER INFORMATION OR MATERIAL PROVIDED INCONNECTION HEREWITH, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THEWARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTEDSERVICE, OR FITNESS FOR A PARTICULAR PURPOSE.

## **22.2****                       **LIMITATIONOF LIABILITY. IN NO EVENT SHALL THE SUPPLIER OR ANY AFFILIATE ORSUBCONTRACTOR OF THE SUPPLIER OR INTENTIA OR ANY AFFILIATE OR SUBCONTRATOR OFINTENTIA, BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIALDAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF BUSINESS OR OTHERLOSS (INCLUDING SUBSTITUTION OF SERVICES) ARISING OUT OF OR RELATING TO THISAGREEMENT OR ANY THIRD PARTY SERVICES DELIVERED IN CONNECTION HEREWITH EVEN IFPREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF ITSNEGLIGENCE OR OTHER FAULT AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS INCONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGALLIABILITY.  IN NO EVENT SHALL THESUPPLIER’S OR ANY OF ITS AFFILIATES’ OR SUBCONTRACTORS’ OR INTENTIA’S OR ANY OFITS AFFILIATE’S OR SUBCONTRACTOR’S CUMULATIVE LIABILITY HEREUNDER EXCEED ***.

The parties agreethat no action, regardless of form, arising hereunder may be brought by eitherparty after one (1) year from the date the damaged party received informationof such cause of action.

# **23.  FORCE MAJEURE**

## **23.1****                       **Aparty will not be liable for any default or delay in the performance of itsrespective obligations, to the extent that such default or delay is caused,directly or indirectly, by an event beyond the reasonable control of thatparty, whichever is the entity unable to perform, such as fire, flood,earthquake, elements of nature, acts of war, terrorism and riots, generalstrikes and could not

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***           Representstext which has been redacted and filed separately with the Securities andExchange Commission pursuant to a confidential treatment request pursuant toRule 24b-2 of Securities Exchange Act of 1934, as amended.

 

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## have beenprevented by commercially reasonable precautions, alternative sources,workaround plans, or other means.

## **23.2****                       **Thenonperforming party will be excused from any further performance of theobligations affected by such force majeure event for as long as such eventcontinues and the nonperforming party continues to use commercially reasonableefforts to recommence performance.

## **23.3****                       **Thenonperforming party will promptly notify the other under the Agreement bytelephone (to be confirmed in writing within five business days of theinception of such default or delay) or by such other means as may reasonably betaken under the circumstances and describe at a reasonable level of detail thecircumstances causing such force majeure event.

## **23.4****                       **If aforce majeure event substantially prevents, hinders, or delays the Supplier’sperformance of the Services for more than sixty (60) consecutive calendar days,then Intentia may immediately terminate this Agreement by providing the Supplierwith a written notice of termination at no cost for Intentia. If a forcemajeure event substantially prevents, hinders, or delays Intentia’s performanceof its payment obligations hereunder for more than sixty (60) consecutivecalendar days, then the Supplier may immediately terminate this Agreement byproviding Intentia with a written notice of termination at no cost for theSupplier.

## **23.5****                       **ThisSection 24 does not affect the Supplier’s obligation to provide disasterrecovery Services, if any, to the extent set forth in Exhibit E(DisasterRecovery), provided that such force majeure event does not also preventSupplier from providing such disaster recovery Services.

## **23.6****                       **Duringthe force majeure event, Intentia may discontinue to pay Supplier’s charges forthe part of the Services that are not performed.

# **24.  CONFIDENTIALITY**

## **24.1****                       **Theparties undertake to keep Confidential Information strictly confidential andneither directly nor intentionally indirectly disclose the ConfidentialInformation to any Third Party for any reason whatsoever except as authorizedhereunder. In particular, the Supplier recognizes that Intentia operates in ahighly competitive business environment and that disclosure of any ConfidentialInformation may thus be detrimental for Intentia.

## **24.2****                       **Theparties undertake to take all commercially reasonable precautions to ensurethat Confidential Information is not brought to the attention of any ThirdParty or any other person not authorised to receive such information forpurposes contemplated in this Agreement. A party shall not use or copy theConfidential Information except for such purposes that fall within the scope ofthis Agreement or as is otherwise agreed by the Disclosing Party.

## **24.3****                       **Theparties may furthermore not disclose to any Third Party information thatrelates to the negotiations conducted between the parties and shall regard thisAgreement as Confidential Information except as authorized hereunder.

## **24.4****                       **Theparties shall however be entitled to disclose Confidential Information andinformation under this Section 25 to their officers, directors, and legal andfinancial advisors, provided each person receiving such information is bound bythe same or similar confidentiality obligations as the parties under thisAgreement.

## **24.5****                       **Therestrictions in this Section 25 shall not apply:

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**24.5.1****             **toConfidential Information which was at the time of its disclosure or becomesthereafter publicly available other than as a consequence of a breach by thereceiving party of this Agreement or any other agreement or any confidentialrelationship with the other party;

### **24.5.2****             **to ConfidentialInformation which was obtained by the receiving party without restriction froma Third Party lawfully in possession of the same and not in breach of anyagreement or any confidential relationship;

### **24.5.3****             **to ConfidentialInformation which is developed by the receiving party independently of andwithout reliance upon any portion of the information in question of the otherparty;

### **24.5.4****             **to ConfidentialInformation which the receiving party is required by law or any governmental orother regulatory authority or stock exchange rules to disclose, provided itconsults with the other party in advance regarding the timing and content ofsuch disclosure;

### **24.5.5****             **to ConfidentialInformation that the disclosing party gives the receiving party writtenauthorization to disclose; or

### **24.5.6****             **to ConfidentialInformation that is or has been disclosed by the disclosing party to a thirdparty without a restriction on further disclosure.

## **24.6****                       **Theobligations under this Section 24 shall apply for a period of five years afterthe expiration or termination of this Agreement.

# **25.  PUBLIC ANNOUNCEMENTS**

## **25.1****                       **TheSupplier and its Affiliates may include Intentia among its public list ofclients.  The parties shall meet within areasonable time after the Agreement Date to discuss the form and release of apossible press release relating to the parties’ relationship. Each party mayissue the agreed-to press release.

## **25.2****                       **Neitherof the parties shall otherwise use any name, logo or trademark/service mark ofthe other party in any way without prior written authorization of such otherparty. Intentia is however entitled to issue a public notice announcing thatthe parties have entered into the Agreement including information as regardsthe scope, provided such public notice is mandatory in accordance with Intentia’slisting contract with the Stockholm Stock Exchange and provided the Supplier isfirst provided with a copy of such notice.

# **26.  TERM AND TERMINATION**

TheAgreement will enter into force on the Agreement Date and be in effect for anInitial Term of five (5) years from Agreement Date, and will be extended in oneor more additional eighteen (18) month period(s) unless terminated by eitherparty in writing at least [six (6)] months prior to the expiration of thethen-current term.

# **27.  TERMINATION FOR CAUSE**

## **27.1****                       **Intentiamay terminate the Agreement immediately by written notice in case the Supplier:

### **27.1.1****             **commits amaterial breach to the provisions of the Agreement and does not remedy thebreach within sixty (60) days, from the date Supplier receives written noticefrom Intentia detailing such material breach;

### **27.1.2****             **is declaredbankrupt, is subject to company reorganization, seeks a composition of creditors,suspends payments or in any other way is deemed to be insolvent; or

## **27.2****                       **TheSupplier may terminate the Agreement immediately by written notice in caseIntentia:

### **27.2.1****             **commits amaterial breach to the provisions of the Agreement and does not remedy thebreach within sixty (60) days from the date Intentia receives written noticefrom the Supplier detailing such material breach or if the material breachconsists of failure to

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### paynon-disputed fees, within fifteen (15) days from the date Intentia receiveswritten notice from the Supplier; or

### **27.2.2****             **is declaredbankrupt, is subject to company reorganization, seeks a composition ofcreditors, suspends payments or in any other way is deemed to be insolvent.

## **27.3****                       **Incase of termination according to Section 27.1 (“Termination for Cause”)Intentia may decide that the date of termination shall be extended up to  four (4) months in order to safeguardIntentia’s interest of avoiding any interruptions of its operations.

# **28.  TERMINATION FOR CONVENIENCE**

After completion of three (3) years from the EffectiveDate, but not earlier, either party may deliver to the other party writtennotice of its decision to terminate the Agreement with or without cause uponsix (6) months notice.

# **29.  BUY-OUT OPTION**

## **29.1****                       **In theevent that the Term and the Services provided hereunder have continued for atleast three (3) consecutive years from the Agreement Date, then, upontermination of the Agreement, except in case of breach or default by Intentia,Intentia shall have the following rights on the terms set forth herein:

### **29.1.1****             **the right toemploy any of the Resources that are providing Services to Intentia as of thedate the buyout notice according to Section 30.3 below is given; provided thatIntentia must make offers of employment to all Resources then providingServices and may not only offer employment to specific Resources

### **29.1.2****             **the right toacquire the then current Supplier-owned computer of any such Resources to beemployed by Intentia under this buyout option; and

### **29.1.3****             **the right toacquire all related software licenses that have previously been purchased bythe Supplier for software installed on said computer solely to the extent thatsuch software can be assigned (excluding all hardware and software purchased byIntentia and which is being used by the Supplier).

## **29.2****                       ** Inorder to exercise the buyout option, Intentia shall:

### **29.2.1****             **give writtennotice of its intention to exercise the buyout option to Supplier in accordancewith Section 30.3 below; and

### **29.2.2****             **pay Supplier, onthe date of transfer of the Resources from Supplier to Intentia a feecalculated in accordance with Section 30.4 below.

## **29.3****                       **As apart of exercising the buyout option, Intentia shall give Supplier writtennotice of such intention at the following times:

### **29.3.1****             **if Intentia isexercising the buyout option on termination of the Agreement by Intentia, thenIntentia shall provide a buyout notice to Supplier simultaneous with deliveryto Supplier of Intentia’s notice of termination of the Agreement; and

### **29.3.2****             **if Intentia isexercising the buyout option on termination of the Agreement by Supplier, thenIntentia shall provide a buyout notice to Supplier within forty-five (45) daysof Intentia’s receipt of the termination notice from Supplier.

## **29.4****                       **Thebuyout option fee shall be calculated by adding the buyout fee for theResources and the buyout fee for the buyout assets referred to in Section30.1(ii) and/or (iii) above. The buyout fee for the Resources shall be ***based on the time schedule below depending on when the buyout notice is given:

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***                           Representstext which has been redacted and filed separately with the Securities andExchange Commission pursuant to a confidential treatment request pursuant toRule 24b-2 of Securities Exchange Act of 1934, as amended.

 

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## **29.4.1****             **if after three(3) consecutive years from the Agreement Date but before four (4) consecutiveyears from the Agreement Date, then = *** ;

### **29.4.2****             **if after four(4) consecutive years from the Agreement Date but before five (5) consecutiveyears from the Agreement Date, then = *** ;

### **29.4.3****             **if after five(5) consecutive years from the Agreement Date but before six (6) consecutiveyears from the Agreement Date, then  = ***;

### **29.4.4****             **if after six (6)consecutive years from the Agreement Date, then = ***.

## **29.5****                       **Thebuyout fee for the buyout assets referred to in Section 30.1 (ii) and/or (iii)above shall be ***.

## **29.6****                       **IfIntentia exercises this buyout option, then from the date of termination,Supplier will either:

(1)          if the Supplier isleasing the space in which the GOC is located, at the Supplier’s solediscretion, offer to Intentia a sublease of such space, to the extent it issubleasable, to Intentia for either three (3) months or through the remainingterm of the Supplier’s primary lease of this space (which period will bemutually agreed to by Intentia and the Supplier), at the rate that is beingpaid by the Supplier and on the terms and conditions valid for the Supplier’sprimary lease; or

(2)   if the Supplier owns the space in which theGOC is located, offer a lease of such space to Intentia for a period determinedby the Supplier, at the then current fair market rates and market terms plusdocumented related expenses. Such a period may however not be shorter thanthree (3) months or longer than twelve (12) months, such terms to be mutuallyagreed to by Intentia and.

# **30.  WINDING UP AND TRANSFER ASSISTANCE**

## **30.1****                       **Paymentof Fees. In the event of an early termination or expiration of this Agreementfor any reason other than termination by Intentia for material breach by theSupplier under Section 28.1 above, in which case Intentia may withhold paymentof disputed fees for that portion of Services the subject of the materialbreach pending resolution of such dispute with the Supplier, Intentia shallpromptly pay in full all non-disputed Fees due and payable to the Supplier forthe first three (3) years or through the effective date of such terminationwhichever date is later.

## **30.2****                       **Uponexpiration or termination of the Agreement for any reason the Deliverable andany Deliverables, other software, materials, documentation in progress andIntentia Confidential Information and Intentia Products must promptly beprovided to Intentia, or to a Third Party as directed by Intentia, and thoseparts which exist in electronic form must, upon the written request ofIntentia, be provided in electronic form pursuant to Intentia’s instructions.For the avoidance of doubt, Supplier must in no event keep any originals orcopies of the above-mentioned items and information except as authorized orrequired under this Agreement or as otherwise agreed by the parties.

## **30.3****                       **Uponexpiration or termination of the Agreement for any reason and upon Intentia’swritten request, the Supplier shall provide such transfer assistance toIntentia for the purpose of transferring the Services back to Intentia or toits designee as may be mutually agreed upon by the parties in writing atSupplier’s then-current rates.

## **30.4****                       **If theSupplier’s transfer assistance will require the use of different or additionalservices or resources beyond that which Supplier is then using to provide theServices in accordance with the [planned levels], such request for transferassistance will be considered a request for new services for which the Supplieris entitled to receive reasonable compensation. This will not apply in theevent this Agreement is terminated because of Supplier’s breach of thisAgreement.

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***                           Representstext which has been redacted and filed separately with the Securities andExchange Commission pursuant to a confidential treatment request pursuant toRule 24b-2 of Securities Exchange Act of 1934, as amended.

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## In such case,transfer assistance will be provided at no additional cost for Intentia for a periodup to *** calendar days from the effective date of such termination.

## **30.5****                       **Duringthe Transfer Assistance Period, the Supplier will provide Intentia and anyThird Party appointed by Intentia with reasonable access to the facilities fromwhich the Services are provided.

# **31.  INDEPENDENT CONTRACTORS**

Therelationship between the Supplier and Intentia is solely that of independentcontractors and not that of anagency, partnership, joint venture or employment relationship, and nothingshall be deemed to authorize either party to act for, represent or bind theother.

# **32.  NOTICES**

## **32.1****                       **Noticeof termination and other notices hereunder must take place through courier orcertified letter (other than notices in the ordinary course of delivery of theServices which could be communicated by telefax and/or email) must take placethrough courier, certified letter, return receipt requested or byinternationally recognized overnight courier service, to the party’s contactperson at the numbers/addresses provided by the parties.

## **32.2****                       **Noticesare deemed to have been received by a party:

### **32.2.1****             **where deliveredby a courier on the day of delivery;

### **32.2.2****             **where sent bycertified letter or overnight courier, on the day of delivery. 

| If to Intentia, to:                                                                                                        |   | And if to the Supplier, to:                                                                                          |
|----------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------|
|                                                                                                                       |   |                                                                                                                 |
| Intentia International  AB (publ)  Vendevägen 89, Box 596  182 15 Danderyd, Sweden  Attention: Legal Dept.            |   | Symphony Service Corp.  4015 Miranda Avenue, 2nd Floor  Palo Alto, CA 94304, USA  Attention: Chief Financial Officer |
|                                                                                                                       |   |                                                                                                                 |
| With simultaneous copy  to:                                                                                                |   | With simultaneous copy to:                                                                                           |
|                                                                                                                       |   |                                                                                                                 |
| Intentia International  AB  (publ)Vendevägen 89, Box 596  182 15 Danderyd, Sweden  Attention: Chief Financial Officer |   | Symphony Service Corp.  4015 Miranda Avenue, 2nd Floor  Palo Alto, CA 94304, USA  Attention: Legal Department        |

 

# **33.  AMENDMENTS TO THE AGREEMENT**

Any amendments to the Agreement must be made inwriting and be signed by authorized representatives for both parties.

# **34.  ASSIGNMENT OF THE AGREEMENT**

## **34.1****                       **ThisAgreement shall be binding upon the parties hereto, and their successors andassigns.  Neither party may assign thisAgreement, its obligations hereunder to any Third Party (excluding SymphonyIndia), without the prior written consent of the other party, which consentshall not be unreasonably withheld, conditioned or delayed, and any assignment,delegation or subcontract in violation of this provision shall be void and ofno effect.

# **35.  CHANGE OF CONTROL**

## **35.1****                       **If theSupplier is subject to a change of ownership in which more than fifty (50) % ofthe shares or capital or assets of the Supplier are transferred to one of thefive (5) Intentia competitors listed in Exhibit [X] attached hereto andincorporated herein by reference (“Intentia Competitors(s)”), or to an entityproviding core business services to an Intentia Competitor, or to a new ownerwho directly competes with the core business of Intentia provided that Intentia provides Supplier with written noticethat it reasonably considers such new owner to be a direct

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***           Representstext which has been redacted and filed separately with the Securities andExchange Commission pursuant to a confidential treatment request pursuant toRule 24b-2 of Securities Exchange Act of 1934, as amended.

 

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## competitorwith its core business within twenty days of Intentia’s receipt of writtennotice of such entity from Supplier, then Intentia may, within thirty (30) daysof the effective date of any such transfer, provide the Supplier with writtennotice of termination of this agreement under section 28 (“Termination forConvenience”) above.

# **36.  SURVIVAL OF CERTAIN TERMS AND CONDITIONS**

Thefollowing provisions contained in this Agreement shall survive the expirationor termination of this Agreement: Section 1 (“Definitions”); Section 2 (“Exhibits And Priority”); Section13 (“Audits”); Section 16 (“Invoicing And Payments”); Section 17 (“Taxes”);Section 19 (“Ownership”); Section 20 (“Indemnity”); Section 21 (Non-Hire”);Section 22 (“Disclaimer Of Warranties; Limitation Of Liability”); Section 24 (“Confidentiality”);Section 30 (“Winding Up And Transfer Assistance”); Section 32 (“Notices”);Section 33 (“Amendment To Agreement”); Section 36 (“Survival Of Certain TermsAnd Conditions”); Section 37 (“Governing Law”); Section 39 (“Severability”);Section 40 (“Entire Agreement; Section Headings And Counterparts”).

# **37.  GOVERNING LAW**

## **37.1****                       **ThisAgreement shall be governed by substantive Swedish law.

## **37.2****                       **Nothingin this Agreement affects any statutory rights that cannot be waived or limitedby contract under applicable law.

# **38.  ESCALATION AND DISPUTE RESOLUTION**

## **38.1****                       **IfIntentia and the Supplier have a dispute regarding the Services, either ofIntentia and the Supplier may initiate a dispute resolution process describedin this Section. The parties will exercise reasonable, good faith efforts toresolve the dispute throughout the dispute resolution process

## **38.2****                       **If theproject management is unable to resolve the dispute within ten business dayseither party may refer the dispute in writing to the GOC Management Group[referred to in Section 12.2].

## **38.3****                       **If theGOC Management Group is unable to resolve the dispute within ten business dayseither party may refer the dispute in writing to the Operations ManagementCommittee [referred to in Section 12.4].

## **38.4****                       **If theOperations Management Committee contact persons are unable to resolve thedispute within ten business days of their receipt of the written referral tosuch designated representatives, either party may refer the dispute in writingto the Steering Committee [referred to in Section 12.5].

## **38.5****                       **If theSteering Committee is unable to resolve the dispute within fifteen businessdays or other previously agreed upon time frame, of their receipt of thewritten referral to such designated representatives, the dispute will bereferred in writing to the CEO of Intentia and the CEO of the Supplier fortheir review and resolution.

## **38.6****                       **If theCEO of Intentia and the CEO of the Supplier are unable to resolve the disputewithin twenty business days or other previously agreed upon time frame, oftheir receipt of the written referral, the dispute will be referred toarbitration in accordance with Section 38.9 below.

## **38.7****                       **(a) Inthe event of a matter which is reasonably determined by the party seekingdispute resolution as a matter in which the timeframe of the process of thedispute resolution process described herein is too lengthy to properly affectthe matter, such party may require the dispute resolution process toimmediately advance to the lead executive level as stated in Section 38.4above, in which the dispute resolution process shall then resume asstated.  (b) For any dispute arisingunder this Agreement other than a dispute related to the Services, the disputeresolution process shall immediately advance to the CEO’s of the parties,respectively, as stated in Section 38.6 above.

## **38.8****                       **Thedispute resolution process shall not release the parties from any of theirobligations set forth in this Agreement.

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## **38.9****                       **Alldisputes relating to this Agreement may, after going through the disputeresolution process as described in this Section 38 above be referred toarbitration by either party in accordance with the arbitration rules of theStockholm Chamber of Commerce Arbitration Institute. The arbitration proceedingsshall take place in Stockholm. The arbitration panel shall consist of threearbitrators having significant relevant industry experience shall be selectedas follows:  one arbitrator by each ofthe parties and the third by the two arbitrators so selected or, if sucharbitrators cannot agree, by the Swedish Arbitration Association in accordancewith the Rules and all proceedings and filings shall be in English.

## **38.10****                **In the eventof an arbitration proceeding, the rules of the Swedish Judicial Code ofProcedure on the “sammanläggning” of actions and Third Party participation in ajudicial proceeding as well as voting and allocation of trial costs shall beapplicable.

# **39.  SEVERABILITY.**

## **39.1****                       **If anyprovision or provisions of this Agreement shall be held by a court of competentjurisdiction to be contrary to law, or for any reason invalid, unenforceable,void or voidable, such provision or provisions shall be deemed to be null andvoid and the remainder of this Agreement shall, to the extent practicable, bein full force and effect.  To the extenta provision of this Agreement is in invalid, unenforceable, void or voidable,the parties agree to negotiate in good faith to amend such to conform as nearlyas possible, in accordance with applicable law, to the intended purpose andintent of the original provision.

# **40.  ENTIRE AGREEMENT; SECTION HEADINGS; COUNTERPARTS.**

## **40.1****                       **ThisAgreement together with each of the Exhibits listed in Section 2 above, each ofwhich is attached hereto and incorporated herein by reference, constitutes theentire agreement between Supplier and Intentia with respect to the transactionscontemplated herein and the subject matter hereof, and it supersedes andreplaces all prior oral or written agreements, commitments or understandings withrespect to the transactions contemplated herein and the subject matter hereof.No amendment, modification or discharge of this Agreement shall be valid orbinding, unless set forth in writing and duly executed and delivered by bothIntentia and Supplier. The section headings contained in this Agreement areinserted for convenience of reference only, shall not be deemed to be a part ofthis Agreement for any purpose, and shall not in any way define or affect themeaning, construction or scope of any of the provisions of this Agreement. Tofacilitate execution, this Agreement may be executed in as many counterparts asmay be required, and all counterparts shall collectively constitute a singleAgreement.

# **41.  WAIVER.**

## **41.1****                       **Nodelay or failure on the part of either party hereto in exercising any right,power or privilege under this Agreement shall impair any such right, power orprivilege or be construed as a waiver or any acquiescence thereto; nor shallany single or partial exercise of any right, power, or privilege preclude anyother or further exercise thereof or the exercise of any other right, power, orprivilege.  No waiver shall be validagainst either party, unless made in writing and signed by the party againstwhom enforcement of such waiver is sought, and then only to the extentexpressly specified therein.

This Agreement has been executed in two copies ofwhich the parties have taken one each.
| SYMPHONY SERVICE CORPORATION |   | INTENTIA INTERNATIONAL AB (publ) |
|------------------------------|--------|----------------------------------|
|                         |   |                             |
|                         |   |                             |   |   |
| Signature                    |   | Signature                        |
|                         |   |                             |
| By:                          |   |                             |   | By: |   |   |
|                         |   |                             |
| Title:                       |   |                             |   | Title: |   |   |
|                         |   |                             |
| Date: May 5,  2005           |   | Date: May 5, 2005                |
|                              |        |                                  |  |  |  |  |  |  |  |  |

 

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