EXHIBIT 10.3


 


SYMPHONY TECHNOLOGY
GROUP, LLC


 


CONSULTING AGREEMENT


 


This
Consulting Agreement (the “Agreement”) is entered into as of May 15,
2006, by and between Symphony Technology Group, LLC (“STG”) a Delaware
limited liability corporation and Lawson Software, Inc., a Delaware corporation
with principal offices located at 380 St. Peter Street, St. Paul, Minnesota,
55102 (“Company”).


 


WHEREAS,
STG possesses certain knowledge and expertise relevant to Intentia
International AB (publ) (“Intentia”); and


 


WHEREA, effective April
24, 2006, Intentia became a majority owned subsidiary of the Company; and


 


WHEREAS, Intentia previously
obtained, and the Company desires to continue to obtain the benefit of STG’s
knowledge and expertise in the form of consulting services performed by STG,
and STG desires to provide such consulting services to the Company related to
Intentia business for the period ending May 31, 2006;


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


1.             Consulting Services. During the Term
of this Agreement (defined in Section 3 below), STG, through its employee, J.T.
Treadwell, shall provide advisory services to the Company, its affiliates and
subsidiaries, including, without limitation, Intentia, as specified in Exhibit A
attached to this Agreement and incorporated herein by reference (the “Services”).
It is understood and agreed that Mr. Treadwell shall have no decision-making
authority whatsoever with respect to the Company and that the Services
delivered hereunder shall be limited solely to recommendations and advice to
Company under the supervision of Company’s senior management with respect to
the matters referred to in Exhibit A. It is also understood and agreed
that Romesh Wadhwani will not personally perform any of the Services under this
Agreement. The Company anticipates that the Services will be close to full time
for the first three weeks of the Term, and then will ramp down to about
one-half time for the following few weeks, with the goal of completing most of
the Services by mid-July.


 


2.             Intellectual property rights arising from this
Agreement. All rights of ownership, copyright and other
intellectual property rights arising in any results, discoveries, inventions,
drawings or the like of technical, operational and economical nature, to the
extent developed by STG and/or Mr. Treadwell for Company under this Agreement
alone or together with the Company’s personnel as a part of the performance of
the Services (the “Work Product”) shall vest in the Company. STG may not
employ sub-contractors for the performance of this Agreement without the prior
written approval of Company.


 


3.             Term and Termination. This
Agreement shall be deemed effective for the period commencing on the first date
that Mr. Treadwell began providing Services to Company, May 15, 2006 (the “Effective
Date”), and shall continue for a period of three (3) months ending August
15, 2006 (collectively, the “Term”). Either party may terminate this
Agreement at any time during the Term by delivery of at least thirty (30) days
prior written notice to the other party.


 


4.             Confidentiality.


 


4.1           Confidential
Information; Nondisclosure. The parties acknowledge and agree that in the
course of delivering and receiving the Services hereunder, they may provide
each other with certain nonpublic information, documentation and material relating
to themselves and/or to their respective affiliates or customers, which information
would, by its nature, be understood by a reasonable person to be the


 


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confidential or
proprietary business information of the party disclosing such information (the “Disclosing
Party”) or its affiliates or customers (collectively, the “Confidential Information”). The
party receiving another party’s Confidential Information, including such party’s
employees, affiliates, officers, directors, agents, attorneys, accountants,
auditors and other advisors (collectively, the “Receiving Party”) shall hold such Confidential Information of
the other party in strict confidence in substantially the same manner as it
uses to maintain its own Confidential Information but using no less than a
reasonable standard of care and shall use it solely in connection with
performance of its obligations under this Agreement. Notwithstanding the
foregoing, Company acknowledges and agrees that Mr. Treadwell is authorized to
communicate with members of the Company’s board of directors (“Board Members”)
on an ongoing and regular basis in the course of performance of the Services
hereunder, and that therefore no disclosure of Confidential Information by Mr.
Treadwell to any Board Member, whether individually or simultaneously, shall
constitute a breach of this Agreement. The Company shall have a right of
injunctive relief for any violations of this Section 4.1.


 


4.2           Exclusions. The term “Confidential Information” shall not include
information that:  (i) is or has become
publicly available without restriction through no fault of the Receiving Party;
(ii) is or has been received by the Receiving Party without restriction from a
third party lawfully in possession of such information; (iii) is independently
developed by the Receiving Party without reference to the Disclosing Party’s
Confidential Information; (iv) the Disclosing Party gives the Receiving Party
written authorization to disclose; (v) is or has been disclosed by the
Disclosing Party to a third party without a restriction on disclosure; or (vi)
is required to be disclosed by law or legal processes, provided, however, that
the Receiving Party provides the Disclosing Party with written notice prior to
any such required disclosure.


 


5.             Representations, Warranties, Indemnity and Release.


 


5.1           Representations and Warranties. Company hereby represents and warrants that
it has full right, power and authority to enter into this Agreement and to
obtain the Services from STG, has obtained all necessary, customary and
appropriate approvals in connection herewith, including, but not limited to
obtaining all necessary approvals and/or ratifications from its board of
directors and/or shareholders, as appropriate, and has otherwise complied with,
and shall at all times comply with, all applicable laws, regulations, policies
and procedures in connection herewith.


 


5.2           Indemnity. Company
hereby agrees to indemnify, defend and hold harmless STG, its officers,
partners, managers, employees, consultants and Affiliates, including without
limitation Mr. Treadwell, from and against any and all claims, liabilities,
damages, expenses, fines, penalties and costs of whatsoever nature (including
but not limited to reasonable attorneys’ fees and expenses) arising out of or
related to this Agreement and any continuation, renewal or extension thereof or
any amendment thereto, including but not limited to with respect to the Services
or Work Product, to the maximum extent allowed under law, except that the
foregoing indemnity obligation shall not extend to any claim to the extent
arising out of any fraudulent misrepresentation of STG or Mr. Treadwell. Company
hereby covenants and agrees that it will reimburse STG for, and pay over to
STG, any and all amounts that any indemnified entity hereunder pays or
otherwise becomes liable to pay by reason of providing Services to Company
promptly upon demand by STG for payment. For purposes of this Agreement, the
term “Affiliate” means any entity controlled by, controlling, or under common
control with STG.


 


5.3           Release. Company hereby, (i) releases STG, its personnel and
Affiliates, including without
limitation Mr. Treadwell, from all claims, liabilities, and expenses
relating to or arising out of this Agreement, the Services performed hereunder,
the Work Product and the access to Company Confidential Information by STG or
any other person or entity authorized hereunder, (2) covenants not to sue,
assert or seek to impose any liability on STG, its personnel or Affiliates, including without limitation Mr. Treadwell,
concerning any claim, cause of action or other matter released herein,
and (3) covenants not to assert reliance in any circumstance or manner upon the
Services and/or Work Product provided hereunder. The release and covenant
provisions of this Agreement will apply to the fullest extent of the law,
whether in contract, statute, tort (such as negligence), or otherwise. To
avoidance of doubt, the release and covenant provisions of this Agreement will
not apply, to the extent arising out of
(a) any fraudulent misrepresentation of STG or Mr. Treadwell or (b) any
intentional breach of the confidentiality obligations in Section 4 above.


 


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6.             Expenses. Upon submission of proper
and complete receipts, Company shall reimburse STG for all reasonable expenses
incurred by STG in connection with delivery of the Services, including, but not
limited to, travel and lodging expenses incurred in connection with delivery of
the Services. All payments hereunder shall be invoiced in U.S. dollars and
shall be paid in U.S. dollars within thirty (30) calendar days of STG’s
delivery to Company of each invoice hereunder. The Company and its subsidiaries
shall not be obligated to pay any fees to STG or Mr. Treadwell for any Services
under this Agreement.


 


7.             DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY


 


7.1           DISCLAIMER
OF WARRANTIES. EACH PARTY ON BEHALF OF ITSELF AND ITS RESPECTIVE OFFICERS,
EMPLOYEES AND AFFILIATES, INCLUDING WITHOUT LIMITATION MR. TREADWELL, DISCLAIMS
ALL WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT AND ANY OTHER
INFORMATION OR MATERIAL PROVIDED IN CONNECTION HEREWITH, EXPRESS OR IMPLIED,
INCLUDING THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, ERROR-FREE OR
UNINTERRUPTED SERVICE, OR FITNESS FOR A PARTICULAR PURPOSE.


 


7.2           LIMITATION
OF LIABILITY. EXCEPT FOR CLAIMS REQUIRED TO BE INDEMNIFIED UNDER SECTION 5.2
ABOVE, IN NO OTHER EVENT SHALL STG, COMPANY OR ANY OF THE PARTY’S RESPECTIVE
OFFICERS, EMPLOYEES OR AFFILIATES, INCLUDING WITHOUT LIMITATION MR. TREADWELL, BE
LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL, INCIDENTAL,
DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF BUSINESS OR OTHER
LOSS (INCLUDING SUBSTITUTION OF SERVICES) ARISING OUT OF OR RELATING TO THIS
AGREEMENT EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
REGARDLESS OF ITS NEGLIGENCE OR OTHER FAULT AND REGARDLESS OF WHETHER SUCH
LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER
THEORY OF LEGAL LIABILITY. EXCEPT FOR CLAIMS REQUIRED TO BE INDEMNIFIED UNDER
SECTION 5.2 ABOVE, IN NO OTHER EVENT SHALL STG’S, COMPANY’S, ITS OFFICERS’,
EMPLOYEES’ OR ITS AFFILIATES’ (INCLUDING WITHOUT LIMITATION MR. TREADWELL’S) CUMULATIVE
LIABILTY HEREUNDER EXCEED THE AMOUNT PAID OR PAYABLE BY COMPANY TO STG FOR WORK
PERFORMED HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE
CAUSE OF ACTION GIVING RISE TO ANY SUCH CLAIM.


 


8.             Miscellaneous.


 


8.1           Binding
Effect and Assignment. This Agreement shall be binding upon the parties
hereto, and their successors and assigns. Neither party may assign this
Agreement, its obligations hereunder to any third party, without the prior
written consent of the other party, which consent shall not be unreasonably
withheld, conditioned or delayed, and any assignment, delegation or subcontract
in violation of this provision shall be void and of no effect.


 


8.2           Independent
Contractors. The relationship between STG and Company is solely that of
independent contractors and not that of an agency, partnership, joint venture
or employment relationship, and nothing herein shall be deemed to authorize
either party to act for, represent or bind the other. All individuals who
provide Services to Company hereunder shall be employees, consultants or
subcontractors of STG, and none shall be considered employees of Company. STG
shall be responsible for payment of all withholding taxes, all other payroll
deductions and social insurance obligations with respect to such individuals.
Company shall not be responsible for the payment of workers’ compensation
insurance, disability benefits or any fringe benefits provided to Mr. Treadwell.


 


 8.3          Entire
Agreement; Section Headings; Counterparts; Facsimile. This Agreement, together
with Exhibit A hereto, constitutes the entire agreement between STG and Company
with respect to the transactions contemplated herein and the subject matter
hereof, and it supersedes and replaces all prior oral


 


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or written agreements,
commitments or understandings with respect to the transactions contemplated
herein and the subject matter hereof. No amendment, modification or discharge
of this Agreement shall be valid or binding, unless set forth in writing and
duly executed and delivered by an authorized representative of both Company and
STG. The section headings contained in this Agreement are inserted for
convenience of reference only, shall not be deemed to be a part of this
Agreement for any purpose, and shall not in any way define or affect the
meaning, construction or scope of any of the provisions of this Agreement. To
facilitate execution, this Agreement may be executed in as many counterparts as
may be required, and all counterparts shall collectively constitute a single
Agreement. This Agreement may be delivered by facsimile.


 


8.4           Notices.
Any notice or other communication required or permitted under this Agreement
shall be given in writing to the other party via hand delivery, or certified
mail return receipt requested, or by internationally recognized overnight
delivery service. The parties by notice may designate another address or
individual to which a required notice may be directed. Notices shall be
effective upon receipt. Each notice sent or mailed in the manner described
above shall be deemed provided for all purposes at such time as it is delivered
to the addressee (with the return receipt or the delivery receipt being deemed
conclusive, but not exclusive, evidence of such delivery) or at such time as
delivery is refused by the addressee upon presentation.


 


	
  If to Company, to:

  	
   

  	
  And if to STG:

  
	
   

  	
   

  	
   

  
	
  Lawson Software, Inc.

  	
   

  	
  Symphony Technology
  Group

  
	
  380 St.
  Peter Street

  	
   

  	
  4015 Miranda Avenue, 2nd Floor

  
	
  St.
  Paul, Minnesota 55102

  	
   

  	
  Palo Alto, CA 84304, USA

  
	
  USA

  	
   

  	
  Attn: William Chisholm

  
	
  Attn: General Counsel

  	
   

  	
   

  
	
   

  	
   

  	
  With simultaneous copy
  to: Legal Dept.

  



 


8.5           Severability.
If any provision or provisions of this Agreement shall be held by a court of
competent jurisdiction to be contrary to law, or for any reason invalid,
unenforceable, void or voidable, such provision or provisions shall be deemed
to be null and void and the remainder of this Agreement shall, to the extent
practicable, remain in full force and effect. To the extent a 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 nearly as possible, in
accordance with applicable law, to the intended purpose and intent of the
original provision.


 


8.6           Waiver.
No delay 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 or
privilege or be construed as a waiver or any acquiescence thereto; nor shall
any single or partial exercise of any right, power, or privilege preclude any
other or further exercise thereof or the exercise of any other right, power, or
privilege. No waiver shall be valid against either party, unless made in
writing and signed by the party against whom enforcement of such waiver is
sought, and then only to the extent expressly specified therein.


 


8.7           Governing
Law. This Agreement shall be governed by substantive California law. Nothing
in this Agreement affects any statutory rights that cannot be waived or limited
by contract under applicable law.


 


8.8           Dispute
Resolution. All controversies, claims or disputes arising out of or
relating to this Agreement and/or the Services performed hereunder not
otherwise informally resolved by the parties will be subject to binding arbitration
by either party in accordance with the arbitration rules of the American Arbitration
Association. The arbitration proceedings shall take place in Palo Alto,
California. The arbitration panel shall consist of three arbitrators having
significant relevant industry experience shall be selected as follows:  one arbitrator by each of the parties and the
third by the two arbitrators so selected or, if such arbitrators cannot agree,
by the American Arbitration Association in accordance with the Rules and all
proceedings and filings shall be in English. The parties agree that the
arbitrators will have the power to decide any motions brought by any party to
the arbitration and that arbitration will be the sole, exclusive


 


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and final remedy
for any dispute between STG and Company, and accordingly except as provided by
the above-reference rules neither party will be permitted to pursue court
action regarding claims that are subject to arbitration and thereby waive any
right to trial by jury.


 


8.9           Survival.
Unless otherwise expressly provided in this Agreement, termination of this
Agreement shall not relieve either party from any obligation it has to make any
payments to the other party as required under this Agreement. Sections 2, 4, 5,
7 and 8 of this Agreement shall survive termination of this Agreement for any
reason and remain in full force and effect.


 


8.10         Advice
of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH
PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL,
AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS
AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR
PREPARATION HEREOF.


 


 


ACCEPTED and AGREED as of the Effective Date:


 


	
  SYMPHONY
  TECHNOLOGY GROUP, LLC

  	
  LAWSON
  SOFTWARE, INC.

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
  Bruce B.
  McPheeters

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President, Secretary
  &

  	
   

  
	
   

  	
   

  	
  General Counsel

  	
   

  
													



 


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EXHIBIT A


 


SERVICES


 


 The Services
under this Agreement consist of work by Mr. Treadwell to provide the Company
project management and related services pertaining to the conversion of
Intentia’s financial information to U.S. GAAP, provided, however, that the
Company acknowledges and agrees that STG is not an accounting firm nor does it
hold itself out as such, that Mr. Treadwell is not an accountant, that his work
is of a consulting nature only, and that his work shall be submitted to and
reviewed and/or modified by the auditors and accountants expressly designated
by the Company’s Board of Directors for such purpose.


 


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