**Exhibit10.9**

**CRYSTALDECISIONS, INC.**a Delaware Corporation895 Emerson Street, Palo Alto, California 94301**OEM LICENSE AGREEMENT**

This Agreement (the “Agreement”)is made as of this 29th day of June, 2001 (the “Effective Date”) betweenCrystal Decisions, Inc. (“Crystal Decisions”), a Delaware corporation, with anoffice at 895 Emerson Street, Palo Alto, CA 94301 and Lawson Software (“OEM”),a Delaware corporation, with an office at 380 St. Peter Street, St. Paul, MN55102 with reference to the following facts:

A.               Crystal Decisionshas developed and is the owner of certain business intelligence softwareproducts. OEM is a manufacturer and/or reseller of certain computer hardwareand/or software products.

B.                 OEM wishes toobtain from Crystal Decisions the right to market and distribute CrystalDecisions’ software products with OEM’s products, on the terms and conditionsset forth in this Agreement:

NOW, THEREFORE, theparties hereby agree as follows:

**1.      DEFINITIONS**

As used in thisAgreement, the following terms shall have the following meanings:

1.1                  “ASP Services”means services that are provided by OEM using the Crystal Decisions Products,including granting remote access to Crystal Decisions Software client andserver products via a private network, Virtual Private Network (VPN) or/and theInternet and providing administration, installation, redundancy, back-up andtechnical support services as they apply to the deployment and management ofCrystal Decisions Software products.

1.2                  “BundledProducts” shall mean Crystal Decisions Products only in combination with OEMProducts sold to customers Sublicensees as single packages.

1.3                  “CrystalDecisions Products” shall mean, collectively, the object code versions of thesoftware programs identified in Exhibit A attached hereto, along with theDocumentation, if applicable, as well as any modifications, enhancements,and/or derivative works thereof as may be provided by Crystal Decisions underthe terms of this Agreement.

1.4                  “Documentation”shall mean the user manuals, instructions, and other written materials madeavailable by Crystal Decisions in printed or electronic format to assist in theuse of the Crystal Decisions Products.

1.5                  “End UserLicense” shall mean a license agreement between OEM and any end user to whom OEMsublicenses any Crystal Decisions Product.

1.6                  “Master Copy”shall mean an original copy of a Crystal Decisions Product on appropriate mediafor use by OEM for internal purposes only in accordance with the terms hereof.A Master Copy shall be considered Confidential Information.

1.7                  “OEM Products”shall mean the computer hardware and/or software products which are identifiedon Exhibit B attached hereto.

1.8                  “PrepackagedCopy” shall mean a copy of a Crystal Decisions Product which is packaged byCrystal Decisions before delivery to OEM, for resale by OEM in accordance withthe terms hereof.

1.9                  “Sublicensee”shall mean the end user entity to which the Bundled Products are sublicensedand distributed by OEM.

1.10            “Trademarks” includesCrystal Decisions’ trademarks, service marks, trade names, and service names.

Otherdefined terms shall have the meanings set forth herein.

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**2.      GRANT OF RIGHTS**

2.1                  Grant ofLicense. Subject to the terms and conditions of this Agreement, CrystalDecisions hereby grants OEM during the term of this Agreement a nonexclusive,nontransferable, worldwide limited license to: (a) reproduce, market, anddirectly or indirectly distribute and sublicense Crystal Decisions Products toOEM’s customers (the “OEM License”), or (b) to use the Crystal DecisionsProducts to provide ASP Services as part of OEM Products (the “ASP License”);but only in accordance with the terms herein.

2.2      OEM Election.

(a)              OEM shall elect, bypurchase order or other written notice to Crystal Decisions, whether to exerciseits rights hereunder by using a Master Copy, or by distributing PrepackagedCopies, or by some specified combination of both such means.

(b)             If OEM elects to usea Master Copy, Crystal Decisions shall deliver a Master Copy to OEM for eachCrystal Decisions Product for which a Master Copy is ordered.   OEM shall safeguard all Master Copies andmay use them only to reproduce Crystal Decisions Products at locations approvedby Crystal Decisions in writing, for resale in accordance herewith. OEM shall packageall such copies made from Master Copies, with its related Documentation, theEnd User License, and/or other Crystal Decisions materials and Trademarks,according to such requirements as Crystal Decisions may prescribe.

(c)              If OEM elects todistribute Prepackaged Copies, Crystal Decisions shall sell and deliver suchCopies to OEM for resale herein.  OEM maynot open, modify, or reproduce any Prepackaged Copy or its contents, includingwithout limitation Crystal Decisions’ end user license and registration cardincluded in each package.

2.3                  BundledProducts. OEM may market, distribute and sublicense Crystal Decisions ProductsONLY (I) as part of Bundled Products, or (2) to Sublicensees of OEMProducts.   The End User Licenses for theBundled Products shall permit the Sublicensee’s use of the Crystal DecisionsProducts only with the OEM products and the data related specifically to theOEM Products. OEM shall cause all distributors, resellers, and others to whomit licenses Bundled Products (other than end users) to distribute and resellthem only as Bundled Product’s.

2.4                  Ownership ofSoftware.  OEM acknowledges that thesoftware programs embodied in the Crystal Decisions Products are and shallremain the sole and exclusive property of Crystal Decisions.

**3.      GENERAL OBLIGATIONS OF OEM**

3.1                  End UserLicenses. As to each Crystal Decisions Product which OEM (a) markers,distributes or sublicensee or (b) utilizes to provide ASP Services inaccordance with the terms and conditions of this Agreement, OEM shall securethe Sublicensee’s signature to an End User License which provides that theSublicensee may use the Crystal Decisions Products only under license terms andconditions which include, at a minimum and as applicable, those set forth inExhibit D attached hereto.

3.2                  CrystalDecisions’ Trademarks. Except to any extent which may be expressly authorizedunder terms set forth in Exhibit F hereto, OEM shall not remove, delete or inany manner alter the Trademarks or other intellectual property rights noticesof Crystal Decisions and Crystal Decisions’ suppliers, if any, appearing on theCrystal Decisions Products as delivered to OEM. As a condition of the license rights granted to OEM in this Agreement,OEM shall reproduce and display such Trademarks and notices on each copy ofCrystal Decisions Products. If OEM adopts and uses its own trademarks toidentify the Bundled Products, it shall state in all marketing, advertising,and packaging materials that the Crystal Decisions Products are the technologyof Crystal Decisions.  OEM shallcooperate fully with Crystal Decisions in the defense and protection of theTrademarks, and shall promptly advise Crystal Decisions of the use of any markinfringing any of the Trademarks.

3.3                  Marketing.  OEM shall make no representations orwarranties concerning the Crystal Decisions Products on behalf of CrystalDecisions except as Crystal Decisions may itself provide or approve in writing.

3.4                  OEM’s BusinessPractices. OEM shall (a) comply with all applicable laws and regulations, (b)avoid deceptive, misleading or unethical practices, and (c) conduct business ina manner that reflects favorably at all times on the Crystal Decisions Productsand Crystal Decisions’ goodwill and reputation.

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3.5                  Security.  OEM shall at all times use its best efforts tomaintain the security of any Crystal Decisions Product

3.6                  DistributionThrough OEM Channel.  OEM may licenseBundled Products to its distributors and resellers provided that: (1) Any suchdistributor or reseller may only license the Bundled Product to end users andits affiliate resellers (for the affiliate resellers’ purposes of sublicensingCrystal Decisions Products to affiliate resellers’ end users); (2) OEM mustcause the distributor or reseller or affiliate reseller to enter into a writtenexecuted agreement (“Distributor Agreement”) binding such distributor orreseller or affiliate reseller to terms and conditions substantially similar tothose in this Agreement; (3) Crystal Decisions shall be named an intended thirdparty beneficiary of each such Distributor Agreement with rights to enforcesuch Distributor Agreement if OEM fails to so enforce such DistributorAgreement; and (4) OEM shall defend, indemnify and hold Crystal Decisions andits affiliated companies harmless from any and all claims by any other party(including reasonable attorney’s fees and costs of litigation) resulting fromOEM’s failure to comply with this Section 3.7 or a distributor or reseller’s oraffiliate reseller’s breach of the Distributor Agreement.

**4.      PAYMENTS, DELIVERY, TAXES**

4.1                  Orders, Paymentsand Payment Terms.  OEM shall orderCrystal Decisions Products according to Crystal Decisions’ standard procedures,and shall pay Crystal Decisions the payments and fees pursuant to the terms andconditions set forth in Exhibit E.

4.2                  Taxes and Costs. All amounts payable hereunder areexclusive of all sales, use, value-added, withholding and other taxes andduties except any tax on Crystal Decisions’ net income. OEM shall pay allshipping and transportation charges, taxes, duties and other fees imposed onproduct purchases and sales hereunder.  In the event Crystal Decisions pays any such amounts, OEM shallreimburse Crystal Decisions and they shall be added to the invoiced amounts asseparate charges.

**5.      REPORTS AND AUDITS**

5.1                  PaymentReports.  Within twenty-five (25) daysafter the close of each month, OEM will deliver to Crystal Decisions a report(the “Monthly Report”) which will provide all information, related tosublicenses executed during the previous month, reasonably required by CrystalDecisions for computation and/or confirmation of the payments, if any, due orcredited to Crystal Decisions for such month. Such Monthly Report shall includeSublicensees’ names, addresses and the Products sublicensed.

5.2                  Audits.   During the term of this Agreement and forthree (3) years after termination or expiration, OEM will maintain completerecords regarding its distribution and sublicensing of the Crystal DecisionsProducts to each of its Sublicensees. Upon reasonable notice to OEM CrystalDecisions may audit, at Crystal Decisions’ expense, OEM’s books and records todetermine OEM’s compliance hereunder. In the event any such audit reveals thatOEM has knowingly underpaid Crystal Decisions by an amount greater than fivepercent (5% ) of the amounts due Crystal Decisions in the period being audited,or that OEM has knowingly breached any material obligation hereunder, then, inaddition to such other remedies as Crystal Decisions may have, OEM shall pay orreimburse to Crystal Decisions the reasonable cost of the audit.

**6.      MAINTENANCE AND SUPPORT**

6.1                  Customer SupportBy Crystal Decisions.  Sublicensees shallbe entitled to the same technical support services, which may include fees,that Crystal Decisions makes available to its own end-user customers.

6.2                  CrystalDecisions’ Support.  OEM will designatefive of its employees as its technical contact people, to whom CrystalDecisions will provide technical support for Crystal Decisions Products bytelephone free of charge.

**7.      REPRESENTATIONS AND WARRANTIES**

7.1                  OEMWarranties.  OEM represents and warrantsthat:  (a) OEM has the unrestricted rightand authority to enter into and perform this Agreement, (b) no consent of anyother person or entity is needed to market and distribute the OEM Products, incombination with the Crystal Decisions Products, as contemplated hereunder, and(c) its combination of the Crystal Decisions Products and the OEM Products in aBundled Product does not and will not violate any applicable laws, includingwithout limitation any applicable competition or antitrust laws.

7.2                  CrystalDecisions Warranties and Limited Warranties. Crystal Decisions represents and warrants that: (a) Crystal Decisionshas the unrestricted right and authority to enter into and perform thisAgreement, (b) no consent of any other person or entity is needed to market anddistribute the Crystal Decisions Products as contemplated hereunder, and (c)the

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Crystal Decisions Products do not and will not violateany applicable laws, including without limitation any applicable competition orantitrust laws. Crystal Decisions warrants to OEM that during the ninety (90)days following the delivery of any Master Copy to OEM or the delivery of anyPrepackaged Copy to an end user, as applicable: (a) the Crystal DecisionsProducts will perform substantially in accordance with Crystal Decisions’applicable product documentation in all material respects; and (b) the storagemedia containing the Crystal Decisions Products will be free from defects inmaterials and workmanship. In the event the Crystal Decisions Products orstorage media fail to conform to such warranty, as OEM’s sole and exclusiveremedy for such failure Crystal Decisions will, at Crystal Decisions’ optionand without charge to OEM, repair or replace such Crystal Decisions Products orstorage media, provided the nonconforming item is returned to Crystal Decisionswithin such warranty period.

7.3                  DISCLAIMER.  EXCEPT AS SET FORTH IN WRITING IN THISAGREEMENT, CRYSTAL DECISIONS MAKES NO PERFORMANCE REPRESENTATIONS, WARRANTIES,OR GUARANTEES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THECRYSTAL DECISIONS PRODUCTS AND ANY SERVICES COVERED BY OR FURNISHED PURSUANT TOTHIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY (A) OFMERCHANTABILITY, (B) OF FITNESS FOR A PARTICULAR PURPOSE, (C) ARISING FROMCOURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, OR (D) OFNON-INFRINGEMENT OF THIRD PARTY RIGHTS.

**8.      CRYSTAL DECISIONS’S INTELLECTUAL PROPERTY**

8.1                  Limited Rights.  OEM shall not acquire any right to any ofCrystal Decisions’ Trademarks, or-its copyrights, patents, trade secrets,commercial symbols, goodwill, or other form of Crystal Decisions’ intellectualor commercial property.  OEM shall useCrystal Decisions’ Trademarks only as set forth in this Agreement.  Crystal Decisions may from time to timediscontinue or modify its Trademarks, add new Trademarks, and revise theseinstructions, or those set forth elsewhere in this Agreement, to protect thestandards of quality established for Crystal Decisions’ goods and servicesmarketed and/or licensed under its Trademarks.

8.2                  Protection ofTrademarks.  Crystal Decisions shall havesole and exclusive right to protect and defend the Trademarks, at its sole costand expense. Except as specifically provided in Section 9.1, Crystal Decisionsshall not be liable to OEM for any loss or damage suffered by OEM as a resultof the use of the Trademarks, any litigation or proceeding involving theTrademarks, or any failure by Crystal Decisions to protect or defend theTrademarks.

8.3                  Modifications.  Except as may be expressly provided in thisAgreement, OEM shall not copy, modify, enhance, or make derivative works of theCrystal Decisions Products. However, in no event shall OEM remove or alter theprovision for an electronic registration capture screen which will appear whenany end user first accesses the Crystal Decisions Products. Any copies,modifications, enhancements and derivative works shall belong to Crystal Decisionsand OEM hereby assigns all rights in them (including moral rights) to CrystalDecisions.

8.4                  ReverseEngineering, Source Code.  OEM shall notreverse engineer or decompile any Crystal Decisions Products.   Oem shall have the right to become a beneficiaryto an escrow agreement (“Escrow Agreement) between Crystal Decisions and itsescrow service, A copy of the Escrow Agreement will be provided to OEM uponrequest and will be incorporated by reference into this Agreement when OEMexecutes an additional beneficiary form pursuant to the Escrow Agreement. Oemagrees to pay (a) the initial fees related to the setup of OEM’s account withthe escrow service, and (b) the annual renewal fees related to such account.

8.5                  ConfidentialInformation.

(a)              As used herein, “ConfidentialInformation” shall mean all information concerning either party (the “DisclosingParty”) to which the other party (the “Receiving Party”) is provided access byvirtue of this Agreement or its activities hereunder, including without limitationsource code, technical data, sales information, quantity and kind of CrystalDecisions Products or OEM Products marketed or sold, prices and methods ofpricing, marketing techniques and plans, returns, unannounced products, productand process information, and such other information which, if disclosed toothers, might be competitively detrimental to the Disclosing Party.Confidential Information shall not include any information which has beenpublicly disseminated in writing by the Disclosing Party, which the ReceivingParty can show it knew prior to the Disclosing Party’s disclosure hereunder, orwhich is rightfully received by the Receiving Party form a third party withoutrestriction.

(b)             During the termhereof and at all times thereafter, the Receiving Party shall maintain theConfidential Information of the Disclosing Party in strictest confidence, shallnot disclose it to any third party, and shall use it only as necessary to

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perform hereunder. The Receiving Party shall cause each of its officers,directors, employees, and agents to restrict disclosure and use of suchConfidential Information in like fashion, and shall be responsible for anywrongful disclosure or use by any of them.

(c)              In the event anycourt or other authority orders the Receiving Party to disclose anyConfidential Information of the Disclosing Party, the Receiving Party shall useits best efforts to protect its confidentiality and shall forthwith notify theDisclosing Party thereof to enable it to do likewise. At the termination ofthis Agreement, the Receiving Party shall promptly return all tangibleConfidential Information to the Disclosing Party.

**9.      INDEMNIFICATION**

9.1                  InfringementClaims.  If an action is brought againstOEM claiming that Crystal Decisions Products or any part thereof infringes anyCanadian or United States patent, copyright or trade secret rights of a thirdparty, or that any authorized trademark use infringes any Canadian or UnitedStates trademark rights of a third party, Crystal Decisions shall defend OEM atCrystal Decisions’ expense and shall pay the damages and costs finally awardedagainst OEM in the action, but only if (a) OEM notifies Crystal Decisionspromptly upon learning that the claim might be asserted, (b) Crystal Decisionshas sole control over the defense of the claim and any negotiation for itssettlement or compromise, and (c) OEM takes no action that, in CrystalDecisions’ reasonable judgment, impairs Crystal Decisions’ defense of theclaim.

9.2                  CrystalDecisions’ Options.  If OEM’s use of anyCrystal Decisions Product is enjoined, or if Crystal Decisions wishes tominimize its liability hereunder, Crystal Decisions may, at its option andexpense, and as a complete remedy to OEM, either (a) substitute equivalentnon-infringing software for the infringing item, (b) modify the infringing itemso that it no longer infringes but remains functionally equivalent, (c) obtainfor OEM the right to continue marketing and sublicensing such item, or (d) ifnone of the foregoing is reasonably feasible, accept a return of the CrystalDecisions Products which are subject to the injunction and refund to OEM theamounts paid by OEM to Crystal Decisions with respect to those copies which arereturned, less reasonable straight-line depreciation (based on the useful lifeof the Crystal Decisions Product), plus shipping costs paid by OEM. Theindemnity in Section 9.1 will not apply if and to the extent that theinfringement claim results from (a) a correction or modification of the CrystalDecisions Products not provided by Crystal Decisions, (b) a failure to promptlyinstall an update provided by Crystal Decisions, or (c) the combination of theCrystal Decisions Products with other software not previously approved byCrystal Decisions.

9.3                  LIMIT.  THE FOREGOING STATES THE ENTIRE LIABILITY ANDOBLIGATION OF CRYSTAL DECISIONS WITH RESPECT TO INFRINGEMENT OR CLAIMS OFINFRINGEMENT, BY THE CRYSTAL DECISIONS PRODUCTS, OF ANY PATENT, COPYRIGHT,TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT.

9.4                  Indemnificationby OEM. OEM shall defend, indemnify and hold Crystal Decisions and itsaffiliated companies harmless from any and all awards (including reasonableattorneys’ fees and costs of litigation) by courts of competent jurisdictionresulting from claims by any other party resulting from OEM’s own breaches,acts, omissions or misrepresentations, including but not limited to OEM’scombining (or its authorizing others to combine) the Crystal Decisions Productswith any products not previously approved by Crystal Decisions.

**10.    LIMITATION OF LIABILITY**

EXCEPT ASEXPRESSLY PROVIDED TO THE CONTRARY IN SECTION 9, THE LIABILITY OF CRYSTALDECISIONS AND ITS AFFILIATED ENTITIES UNDER THIS AGREEMENT TO OEM, REGARDLESSOF THE BASIS OF LIABILITY OR THE FORM OF ACTION, SHALL IN NO EVENT EXCEED THETOTAL AMOUNTS PAID TO CRYSTAL DECISIONS BY OEM, NET OF ALL DISCOUNTS, REBATES,AND REFUNDS, FOR THE CRYSTAL DECISIONS PRODUCTS DIRECTLY CAUSING THE LIABILITY.IN NO EVENT SHALL CRYSTAL DECISIONS OR ITS AFFILIATED ENTITIES BE LIABLE FORCOSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY ANYONE, OR FOR INDIRECT, SPECIAL,INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACHOF CONTRACT, NEGLIGENCE OR OTHERWISE, AND WHETHER OR NOT CRYSTAL DECISIONS HASBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ESSENTIAL PURPOSE OF THISSECTION IS TO LIMIT THE POTENTIAL LIABILITY OF CRYSTAL DECISIONS AND ITSAFFILIATED ENTITIES ARISING OUT OF THIS AGREEMENT.

**11.    TERMS AND TERMINATION**

11.1            Term.  The term of this Agreement shall commence onthe Effective Date hereof and shall expire on August 31, 2003 unless soonerterminated in accordance herewith.

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11.2            Payment Breach.   Except as otherwise provided herein, CrystalDecisions may terminate this Agreement prior to its expiration in the event OEMfails to cure any breach of an undisputed payment obligation hereunder withinten (10) days after written notice from Crystal Decisions describing the breach.

11.3            Termination Cause.Either party may terminate this Agreement at any time if (a) a receiver isappointed for the other party or its property, (b) the other party makes anassignment for the benefit of its creditors, (c) proceedings are commenced byor for the other party under any bankruptcy, insolvency, or debtor’s relieflaw, (d) the other party liquidates or dissolves or attempts to do so, (e) theother party assigns or purports to assign this Agreement in breach of itsprovisions, or (f) the other party commits any other breach of a materialobligation hereunder which it fails to cure within thirty (30) days of writtennotice or which is by its nature incurable.

11.4            Obligations onTermination.   Termination of thisAgreement will not relieve either party from fulfilling its obligations whichby their terms or nature survive termination.  Upon termination of this Agreement for anyreason:  (a) OEM shall immediately ceaseusing and shall deliver to Crystal Decisions, any unused sales literature andother written information and materials supplied by Crystal Decisions pursuantto this Agreement or which contain Crystal Decisions’ Trademarks; (b) OEM shallimmediately cease to identify itself as an authorized distributor for CrystalDecisions or otherwise affiliated in any manner with Crystal Decisions; (c) OEM’sright to provide ASP Services using the Crystal Decisions Products willterminate immediately; and (d) Crystal Decisions shall have the option, but notthe obligation, in its discretion, to reacquire from OEM all or part of theCrystal Decisions Products and Documentation, including translated versions,which are then held by OEM in inventory and not committed to sales. CrystalDecisions shall exercise such option by written notice to OEM within thirty(30) days after termination.   CrystalDecisions shall pay for such Crystal Decisions Products at the individual unitprices originally paid by OEM in acquiring them from Crystal Decisions.  The sublicenses (including the End UserLicense and the Crystal Decisions shrinkwrap license agreement, as the case maybe) granted pursuant to this Agreement shall survive expiration or terminationof this Agreement.

**12.    MISCELLANEOUS**

12.1            Assignment Except aspermitted by this Section 12.1, neither Party may assign the Agreement ortransfer any rights or obligations under the Agreement without the other Party’sprior written consent, such consent to not be unreasonably withheld. EitherParty may, if it is in Compliance with the Agreement and upon prompt writtennotice to the other Party but without the other Party’s consent, assign all ofthe assigning Party’s rights and obligations under this Agreement in connectionwith a merger, reorganization, sale or transfer of substantially ell of thecapital stock or assets of the assigning Party or its applicable operatingdivision, provided that the assigning Party’s successor or transferee is not adeveloper and licensor of software that directly competes with the other Party’sProducts. Any assignment or transfer in violation of this Section 12.1 is void.

12.2            IndependentContractors.  The relationship of CrystalDecisions and OEM established by this Agreement is that of independentcontractors. This Agreement does not give either party the power to direct andcontrol the day to day activities of the other, constitute the parties aspartners, joint venturers, co-owners, principal-agent, or otherwiseparticipants in a joint or common undertaking, or allow either party to createor assume any obligation on behalf of the other party for any purposewhatsoever.

12.3            Entire Agreement.  This Agreement constitutes the entireagreement of the parties and supersedes any prior and contemporaneous oral orwritten understanding as to the subject matter hereof. Each party acknowledgesthat it is entering into this Agreement as a result of its own independentinvestigation and not as a result of any representation of the other party notcontained herein.

12.4            Amendments; Waivers.This Agreement may be modified only by a writing signed by the party to becharged. A waiver of any provision or breach is no waiver of any other provisionor breach.

12.5            Force Majeure.  Except as otherwise provided in Section 11.2,neither party shall be liable to the other for its failure to perform any ofits obligations hereunder during any period in which such performance isdelayed by circumstances beyond its reasonable control including, but notlimited to earthquake, fire, flood, war, embargo, strike, riot, inability tosecure materials and transportation facilities, or the intervention of anygovernmental authority.

12.6            Import and Export Controls.  OEM shall comply with all applicable laws,including export, re-export and foreign policy controls and restrictions.  OEM shall take all necessary actions andprecautions to ensure that its customers do not contravene such laws orregulations.

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12.7            Publicity. The termsof this Agreement are confidential. No press release or other like publicityregarding this Agreement may be made without the other party’s prior writtenapproval.

12.8            Notices.  All notices and other communicationshereunder shall be given in writing and delivered by a method that provides forproof of delivery. Notices are deemed given on receipt or attempted delivery(if receipt is refused).

12.9            Governing Law.  This Agreement shall be governed by andconstrued in accordance with the laws of the State of California, U.S.A.,without regard to any conflict of laws principles.

12.10  Dispute Resolution.

(a)              Except as otherwiseprovided below, any controversy or claim arising out of or relating to thisAgreement shall be submitted to final and binding arbitration in San Francisco,California, in accordance with the commercial rules of the American ArbitrationAssociation (“AAA”). The arbitration shall be before a single arbitrator,except that in the event the amount in controversy exceeds $100,000 thearbitration shall be before three (3) arbitrators and the decision of any twoof them shall be binding.   If notmutually agreed upon, the arbitrator(s) shall be selected according to AAArules from a list, prepared by the AAA, of persons having expertise in thesubject matter. Judgment upon the award may be entered in any court havingjurisdiction thereof. This provision is self-executing, and in the event thateither party fails to appear at any properly noticed arbitration proceeding, anaward may be entered against such party notwithstanding said failure to appear.

(b)             Notwithstanding theforegoing: (1) any claim relating to any of Crystal Decisions’ confidentialinformation, the Trademarks, or other proprietary technology or intellectual propertyshall not be determined by arbitration, but only by a court located in SanFrancisco, California to whose jurisdiction the parties hereby consent; (2) anyclaim relating to OEM’s confidential information, OEM’s trademarks, or otherproprietary technology or intellectual property shall not be determined byarbitration, but only by a court located in St. Paul, Minnesota to whosejurisdiction the parties hereby consent; and (3) each party acknowledges thatany breach of its obligations under this Agreement with respect to theproprietary rights or confidential information of the other party will causethe other party irreparable harm, and therefore the non-breaching party will beentitled to equitable relief in addition to all other remedies provided by thisAgreement or available at law or in equity, in any court of competentjurisdiction.

12.11  Attorney’s Fees.  In the event of any litigation or arbitrationhereunder, the arbitrator or court shall award costs and reasonable attorneys’fees to the prevailing party.

12.12  Severability. The terms of this Agreement areseverable.  If any term hereof is heldinvalid, illegal, or unenforceable for any reason whatsoever, such term shallbe enforced to the fullest extent permitted by applicable law, and the validity,legality, and enforceability of the remaining terms shall not in any way beeffected or impaired thereby.

OEM has read, understandsand agrees to the terms of this Agreement and the undersigned represents thathe or she is duly authorized to sign this Agreement.

 
| **CRYSTAL DECISIONS, INC.** | ** **                  | **LAWSON SOFTWARE, INC** |
|-----------------------------|-----------------------------|--------------------------|
|                        |                        |                     |
| By:                         | /s/ Susan J.  Wolfe         |                     | By: | /s/ Eric Lopez |
|                        |                        |                     |   |   |
|                        |                        |                     |   |   |
| Its:                        | V.P. &  General Counsel |                     | Its: | V.P. Product  Marketing |

 

[Seal]

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