Exhibit
10.5


 


IBM OEM Software
Agreement


 


Base Agreement:
4905S10262


 


Thank you for doing business with
IBM.  The Agreement is our complete
agreement and replaces all prior oral or written communications between us
regarding the transactions described in the Transaction Documents.


 


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


 


	
  Agreed to:

  	
  Agreed to:

  	 

	
   

  	
   

  	 

	
  International Business Machines
  Corporation

  	
  Lawson Software, Inc.

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
   

  	 

	
  Name:

  	
  Joyce Beeman

  	
  Name:

  	
   

  	
   

  	 

	
   

  	
   

  	 

	
  Title:

  	
  Contract Administrator

  	
  Title:

  	
   

  	
   

  	 

	
   

  	
   

  	 

	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  
	
  IBM Address:

  	
   

  	
  Lawson
  Software Address:

  
	
   

  	
   

  	
   

  
	
  11400 Burnet
  Road

  	
   

  	
  380 St Peter
  Street

  
	
  Austin, TX
  78758

  	
   

  	
  St. Paul, MN
  55102

  
	
  Attn:

  	
  OEM Software
  Contracts

  	
   

  	
   

  
	
   

  	
  Internal Zip
  0411E034

  	
   

  	
   

  
													



 


1





















 


This IBM OEM Software Agreement
(Agreement) is entered into between International Business Machines Corp. (IBM)
and Lawson Software, Inc. (you). Under this Agreement, IBM authorizes you
to copy certain Programs to include in your Solution which you will market and
distribute to Customers in the Territory.


 


1.0                     DEFINITIONS


 


1.1                       Customer -
An end user authorized to use the Solution for its intended use and not for
remarketing. Customers may outsource the Solution to a third party. Customers
do not include you, your parent company, subsidiaries, or any company which
shares common ownership with you.


 


1.2                       Maintenance
Modifications - Revisions that correct errors in Programs.


 


1.3                       Open Source
Code - Any computer software program, of which (i) the human-readable
program instructions (known as “source-code”) are available to the public for
inspection and use by others; and (ii) the terms and conditions of the
applicable license agreement permit recipients of the program freely (and
without liability to pay any royalty or fee) to copy, modify and distribute the
program’s source code.


 


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


 


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


 


1.6                       Value-Add
Components - Your products listed in the Transaction Document that you must
include in your Solution.  Your Value-Add
Components must add significant new functionality or combine or integrate the
Program with one or more other products or services that add significant new
functionality.


 


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


 


2.0                     LICENSES AND GRANTS


 


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


 


2.2                       IBM will
provide you one copy of each Program. 
IBM grants you a nontransferable, nonexclusive right to: (a) copy each
Program (including all trademarks contained in the Program) to include in your
Solution, (b) market and distribute the Solution to Customers subject to
the terms of this Agreement, and (c) use the Programs to provide
maintenance and support.  You may also
provide the Solution via ASP Services. You may only market such Program to
Customers as part of your Solution and may not modify the Program or any
proprietary notices or trademarks contained in the Program without IBM’s prior
written consent.


 


2.3                       A restricted
license allows you, your distributors, and your Customers to use the Programs
only in conjunction with the Solution. The Transaction Document will specify
the Programs to which a restricted license applies.  If a restricted license applies to a Program,
you must distribute such Program under your license agreement and notify your
Customers that they may only use the Program as part of the Solution.


 


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


 


2.5                       For both
restricted and unrestricted licenses, your license agreement must restrict your
Customers to substantially the same terms as


 


2





















 


the IPLA. You must include in your
Solution any additional licensed materials and Proof of Entitlement
Certificates we provide to you.


 


2.6                       You must
provide all support for your Value-Add Components. The Transaction Document
will specify each party’s respective responsibilities regarding support for the
Programs.


 


2.7                       IBM will
make available to you Maintenance Modifications released by IBM during the term
of the Transaction Document.  You agree
to incorporate Maintenance Modifications on all Programs as soon as
commercially reasonable.


 


2.8                       The
territory for this Agreement is worldwide (Territory) except where prohibited
by applicable laws. The Territory also excludes the following countries where
IBM has exclusive dealing arrangements: Abu Dhabi, Algeria, Bahrain, Belize,
Costa Rica, Dominican Republic, Dubai, El Salvador, Guatemala, Haiti, Honduras,
Kuwait, Nicaragua, Oman, Panama, Qatar, Saudi Arabia and Tunisia.  We may 
change this list on 90 days advance written notice.


 


2.9                       You may use
distributors directly or indirectly to distribute the Solution to Customers in
the Territory. You will ensure that anyone you authorize to use or distribute
the Programs does so only in compliance with the terms of this Agreement.


 


2.10                 You may not
reverse assemble, reverse compile, or otherwise translate the Program.


 


2.11                 IBM may
withdraw Programs either on a temporary or permanent basis.  If the withdrawal is based on an infringement
claim, or if IBM no longer has the rights for the Programs, you will suspend
further use and distribution of the Programs. For other withdrawals, you may
continue to use and distribute the Programs as provided under this Agreement.
However, support may not be available for withdrawn Programs.  IBM will provide support for the Programs for
three years from IBM’s general availability and will provide one years notice
prior to withdrawing  support from a
Program.


 


3.0                     PAYMENTS AND TAXES


 


3.1                       You agree to
pay IBM as described in the Transaction Document. If a purchase commitment is
specified in a Transaction Document, and you have not met such commitment by
the end of the term of such Transaction Document, IBM may invoice you for the
remaining balance.


 


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


 


3.3                       If any
authority imposes a duty, tax, levy or fee, excluding those based on IBM’s net
income, upon the Program supplied by IBM under this Agreement, then you agree
to pay that amount or supply exemption documentation.


 


3.4                       For two
years, you will maintain relevant records to support payments made to IBM and
to show you have otherwise complied with the Agreement. Upon at least five days
advance written request from IBM, you will make such records available to IBM
or an independent auditor chosen and compensated by IBM. Such audits will be
conducted during normal business hours on your premises and will not occur more
than once each year. The auditor will sign a confidentiality agreement and will
only disclose to IBM any amounts due and payable for the period examined.  The auditor will follow such security and
other procedures as directed by you.  If
an audit discovers that you underpaid IBM, you will pay the amount due plus
interest from date payment was due.  The
interest rate is the lower of 2% per month or the highest interest rate allowed
by law.  If you have underpaid IBM by
more than 5%, you will also reimburse IBM for all expenses associated with the
audit.


 


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


 


4.0                     WARRANTY AND INDEMNIFICATION


 


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


 


4.2                       IBM DOES NOT
WARRANT TO YOU THAT THE PROGRAMS OR YOUR SOLUTIONS WILL MEET THE REQUIREMENTS
OF YOU,


 


3





















 


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


 


4.3                       If a third
party claims that a Program as furnished by IBM infringes a patent or
copyright, IBM will indemnify you against that claim at IBM’s expense. If an
infringement claim appears likely, or is made about a Program, you will let
IBM, a) modify or replace it with similar functionality, or b) obtain the
necessary rights for you to continue to exercise your license under this
Agreement.  If IBM concludes that neither
of these alternatives is reasonably available, you will return or destroy the
Programs in your possession on IBM’s written request. IBM will have no
obligation to indemnify you for any claim based on 1) third-party code,
including but not limited to, Open Source Code, or 2) your modification of the
Program, or 3) the combination, operation, or use of the Program with any
product, data, or apparatus that IBM did not provide.


 


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


 


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


 


5.0                     LIMITATION OF LIABILITY


 


5.1                       Circumstances
may arise where, because of a breach or other liability, one party may recover
damages from the other.  For all claims
brought under this Agreement, regardless of the basis on which the claim is
made (including fundamental breach, negligence, misrepresentation, or other contract
or tort claim), each party will only be liable for 1) damages for bodily injury
(including death) and damage to real property and tangible personal property
and 2) the amount of any other actual direct damages up to the greater of US
$500,000 or the payments made to IBM for the Program that is the subject of the
claim.  This Limitation of Liability
shall not apply to any amounts due IBM under this Agreement, or to any claim
based on the Indemnification section, or to any breach of either party’s intellectual
property rights.


 


5.2                       Under this
Agreement, neither party will be liable for any special, incidental, or
indirect damages or for any economic consequential damages (including lost
profits or savings), even if it has been advised of the possibility of such
damages.  IBM is not responsible for
damages arising from or related to the use of the Programs outside of the
Territory.


 


6.0                     TERM AND TERMINATION


 


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


 


6.2                       IBM may
terminate this Agreement and any Transaction Document on written notice if you
market Programs not in connection with the Solution or if you violate IBM’s
intellectual property rights and fail to cure such breach within seven business
days after receipt of written notice from IBM demanding its cure and
identifying the breach.  If you market
Programs separately from the Solution, as IBM’s sole remedy, you agree to pay
IBM the difference between the price you paid IBM for the Programs and our
suggested retail price for the Programs. 
IBM may have other remedies under the law and the Agreement.


 


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


 


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


 


6.5                       Upon
termination or expiration, you must return all copies of the Programs to IBM,
except that you may keep one copy for archival, litigation, audit, dispute
resolution,  and support purposes. Any
terms of this


 


4





















 


Agreement
which by their nature extend beyond the Agreement termination or expiration
remain in effect until fulfilled.


 


7.0                     GENERAL


 


7.1                       Each party
is an independent contractor. Neither party is, nor will claim to be, a legal
representative, partner, franchisee, agent or employee of the other, except as
specifically stated in this Agreement. 
Neither party will assume or create obligations for the other.  Except as provided in the Indemnification Section above,
each party shall pay (without reimbursement) its own legal fees and expenses
incurred in any dispute.


 


7.2                       Each party
may have similar agreements with others and may design, develop, manufacture,
acquire or market products and services that are competitive with the
other.  You will independently establish
prices and terms for the Solution, provided your terms include those required
by this Agreement.


 


7.3                       Each party
agrees to comply with all applicable laws and regulations including export
laws.


 


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


 


7.5                       Both parties
will act in good faith to resolve disputes. Neither party will bring a legal
action under this Agreement more than two years after the cause of action arose.
Each party waives its right to a jury trial in any resulting litigation.


 


7.6                       Except as
expressly stated herein, this Agreement does not grant you any rights in any
IBM patents, copyrights, trademarks, trade names, or service marks.


 


7.7                       Neither party
is responsible for failure to fulfill any obligations due to causes beyond its
control.


 


7.8                       Except to
the extent provided herein, you may not assign or transfer the Agreement or
your rights under it or delegate or subcontract your obligations without IBM’s
prior written approval, except to a parent or subsidiary, or to a successor
organization by merger, consolidation or a sale of substantially all the assets
or an operating division.   Any other
attempt to do so is void.  This Agreement
shall be binding upon and shall inure to the benefit of the parties and their
respective successors, assigns and trustees


 


7.9                       You agree to
allow International Business Machines Corporation and its subsidiaries to store
and use your business contact information, including names, business phone
numbers, and business e-mail addresses, anywhere they do business.  Such information will be processed and used
only in connection with our business relationship, and may be provided to
contractors acting on IBM’s behalf, IBM business partners who promote, market
and support certain IBM products and services, and assignees of International
Business Machines Corporation and its subsidiaries for uses consistent with our
business relationship.


 


7.10                 All
information exchanged is non-confidential. 
Where confidential information must be exchanged, it will be done under
a signed confidentiality agreement. 
However, you will not disclose the terms of the Agreement to a third
party except a) to your accountants, lawyers or other professional advisors
under a confidentiality agreement or b) as required by law, provided you get
all available confidential treatment for them.


 


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


 


7.12                 In case of
conflict, terms of the Transaction Document prevail over terms of the Base
Agreement.


 


5





















 


IBM OEM Software Agreement:
4905S10262


Percent of Revenue Transaction
Document – Number 01


 


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


 


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


 


	
  Agreed to:

  	
  Agreed to:

  	 

	
   

  	
   

  	 

	
  International Business Machines
  Corporation

  	
  Lawson Software, Inc.

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
   

  	 

	
  Name:

  	
  Joyce Beeman

  	
  Name:

  	
   

  	
   

  	 

	
   

  	
   

  	 

	
  Title:

  	
  Contract Administrator

  	
  Title:

  	
  President

  	 

	
   

  	
   

  	 

	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  
	
  IBM Address:

  	
   

  	
  Lawson
  Software Address:

  
	
   

  	
   

  	
   

  
	
  11400 Burnet
  Road

  	
   

  	
  380 St Peter
  Street

  
	
  Austin, TX
  78758

  	
   

  	
  St. Paul, MN
  55102

  
	
  Attn:

  	
  OEM Software
  Contracts

  	
   

  	
   

  
	
   

  	
  Internal Zip
  0411E034

  	
   

  	
   

  
													



 


1





















 


1.              Program(s)/Prices:


 


IBM Programs are bundled as a Technology
Foundation, as listed below.  You must
distribute all Programs in the Technology Foundation as a total set of
Programs, and not separately. You will pay IBM for the Technology Foundation as
stated below:


 


	
  Part Number

  	
   

  	
  License (including 1 Year of Maintenance)

  Technology Foundation

  	
   

  
	
  D5ALTLL

  	
   

  	
  WAS NETWORK
  DEPLOYMENT 5.0 MULTIPLT PROG PK 1 PROC NLV

  	
   

  
	
  D50TTLL

  	
   

  	
  WEBSPHERE
  PORTAL ENABLE MULTIPLATFORMS PROC LIC+SW MAINT 12 MO

  	
   

  
	
  D533ILL

  	
   

  	
  IBM TIVOLI
  DIRECTORY SERVER MGD PROC LIC+SW MAINT 12 MO

  	
   

  
	
  D521NLL

  	
   

  	
  IBM TIVOLI
  LICENSE MANAGER MGD PROC LIC+SW MAINT 12 MO

  	
   

  
	
  D51NDLL

  	
   

  	
  DB2 UDB
  WORKGROUP SERVER UNLIMITED ED PROCESSOR LIC+SW MAINT 12 MO

  	
   

  
	
  D54N4LL

  	
   

  	
  RATL
  APPLICATION DEV FOR WEBSPHERE SW AUTH USER LIC+SW MAINT 12 MO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Part Number

  	
   

  	
  Maintenance Renewal

  	
   

  
	
  E1ALVLL

  	
   

  	
  WEBSPHERE
  APPLICATION SRVR NETWORK DEPLOYMENT PROC ANNUAL SW MAINT RNWL

  	
   

  
	
  E006ZLL

  	
   

  	
  WEBSPHERE
  PORTAL ENABLE MULTIPLATFORMS PROC ANNUAL SW MAINT RNWL

  	
   

  
	
  E013NLL

  	
   

  	
  IBM TIVOLI
  DIRECTORY SERVERPROCESSOR ANNUAL SW MAINT RNWL

  	
   

  
	
  E00HTLL

  	
   

  	
  IBM TIVOLI
  LICENSE MANAGER CLIENT ANNUAL SW MAINT RNWL

  	
   

  
	
  E00IHLL

  	
   

  	
  DB2 UDB
  WORKGROUP SERVER UNLIMITED ED PROCESSOR ANNUAL SW MAINT RNWL

  	
   

  
	
  E01MJLL

  	
   

  	
  RATL
  APPLICATION DEV FOR WEBSPHERE SW AUTH USER ANNUAL SW MAINT RNWL

  	
   

  



 


	
  Existing Lawson Clients

  	
   

  	
  Existing License

  Royalty Fee

  	
   

  	
  Existing Maintenance

  Royalty Fees

  	
   

  	
  Conditions

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Lawson Clients

  	
   

  	
   

  	
   

  	
  New License Royalty

  fees

  	
   

  	
  Maintenance Royalty Fees

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
   

  	
   

  



 










***


 


 “Solution Revenue” means ***


 


 “Maintenance Revenue” means ***


 


Billing
Table (as per payment schedule in 4c)


 


	
  Transaction

  	
   

  	
  Payment

  	
   

  	
   

  
	
  Existing Maintenance Royalty
  Fees

  	
   

  	
  ***

  	
   

  	
   

  
	
  New License Royalty fees

  	
   

  	
  ***

  	
   

  	
   

  
	
  Existing
  License Royalty Fees

  	
   

  	
  ***

  	
   

  	
  ***

  



 










***


 


2. Value-Add Components which must be included in
Solutions:


 


	
  Vendor

  	
   

  	
  Application Description

  
	
  Lawson Software, Inc.

  	
   

  	
  The then current Lawson
  Suite excluding third party products and maintenance.

  



 


2





















 


3. Term:  The term of this Transaction Document will be
three (3) years from the date the last party executes it.  Lawson may renew this contract on ninety (90)
days written notice prior to the end of the current term, for  two (2) additional one (1) year
terms for a total of two additional years. 
This three (3) year contract and each renewal is a separate
Transaction.  Each of the two (2) renewals
will have the same terms and prices as this Transaction Document
***.


 


4. Reporting and Purchase Order Requirements:


 


a)              You shall maintain
complete and accurate records indicating by fiscal  quarter, (i) all Program copies made
during such quarter by you; and (ii) all Maintenance Renewal purchases
made for Programs during such quarter. You shall report Customer name,
Technology Foundation, new Transaction
accounts and modules types,  Lawson
Maintenance and Solution, Revenue less third party.  This information may also be used by IBM to
pay its sales reps.


 


b)             Within
30 days after the Lawson fiscal quarter, you agree to submit to IBM, a purchase
order as well as a sales report, for the Program licenses included in
the Solutions sold and for Maintenance Renewals and Maintenance Reinstatements
purchased, (i) during the quarter up to the time of the report and
purchase order, and (ii) during the previous quarter after that quarter’s report
and purchase order were submitted. Your sales report must contain the number of
Solutions sold, the net revenue you received for the Solutions sold (including
initial year of Maintenance), the net revenue you received for Maintenance
Renewals , the number of copies made of each Program, and the number of
Maintenance Renewals purchased.


 


IBM shall invoice you
the applicable fees for the licenses (including initial year of Maintenance),
Maintenance Renewals, purchased during each quarter.  Payment is due within 30 days of  invoice date.


 


c)              Payment
Schedule


 


	
  Transaction

  	
   

  	
  Each Report

  September&

  December 2005

  Report

  	
   

  	
  Quarterly

  Starting March

  2006 and

  reported June

  2006

  	
   

  	
  March&

  June 2006

  Report for

  each qtr

  	
   

  	
  Quarterly starting

  with Sept 2006 for

  rest of 3 year

  contract

  	
   

  	
  Starting on the date

  of release of Lawson

  8.1

  	
   

  
	
  Existing
  Maintenance Royalty Fees

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  New
  License Royalty fees

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  Existing License Royalty Fees

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  



 










***


 


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


 




	
  Media Pack PN

  	
   

  	
  Media Pack Description

  
	
  BA0BPML

  	
   

  	
  WAS NETWORK
  DEPLOYMENT 5.1 MULTIPLT 1 PROC NLV MEDIA PK NLV

  
	
  BA0B3ML

  	
   

  	
  WEBSPHERE PORTAL ENABLE V5.0.2.2 AIX, SOL, WN 2000, *** INTEL+ ZSER MP ML

  
	
  BA0D9ML

  	
   

  	
  IBM TIVOLI
  DIRECTORY INTEGRATOR V6.0 MULTIOS MEDIA PK MULTILINGUAL

  
	
  BJ0DKML

  	
   

  	
  IBM TIVOLI LICENSE MANAGER V2.1.0 CD MEDIA PACK MULTI

  
	
  BB09ZNA

  	
   

  	
  DB2 UDB
  WORKGROUP SERVER UNLIMITED V8.1 MEDIA PACK ENGLISH

  
	
  Electronic

  	
   

  	
  RATL
  APPLICATION DEV FOR WEBSPHERE SW AUTH

  






 


e)              You
will submit purchase orders, reports, and payments to:


 


	
   

  	
  IBM
  Branch Office JWQ

  
	
   

  	
  Accounts
  Receivable - Internal Zip 261

  
	
   

  	
  150
  Kettletown Road

  
	
   

  	
  Southbury,
  CT 06488

  
	
   

  	
   

  
	
   

  	
  FAX:
  (845)491-2779

  	
  EMAIL:
  ibmoemsw@us.ibm.com

  



 


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


 


3





















 


5. Maintenance and Support Services


 


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


 


For each Program license
with Maintenance in effect, subject to section 2.11 in the Base
Agreement.  IBM will:


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


b)             provide
you with assistance for your code related questions; and


c)              provide
assistance via telephone and, if available, electronic access, only to your
technical support personnel during the normal business hours (published prime
shift hours) of your IBM support center. (This assistance is not available to
your Customers). IBM provides Severity 1 assistance 24 hours a day, every day
of the year.  Consult the IBM Software
Support Guide at (http://techsupport.services.ibm.com/guides/contacts.html) for
details.


 


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


 


IBM warrants that it provides
Maintenance using reasonable care and skill. This warranty  is your exclusive warranty regarding
Maintenance, and replaces all other warranties or conditions, express or
implied, including, but not limited to, the implied warranties or conditions of
merchantability and fitness for a particular purpose.


 


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


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


2)              if
you renewed Maintenance for that Program license prior to the notice, IBM, at
its sole discretion, will either continue to provide Software Maintenance to
you for that Program license until the end of the then current coverage period
or give you a prorated refund.


 


Support Responsibilities


For Program licenses
covered under Maintenance, you or your distributors will provide Level 1 and
2  Support to Customers, and be the
interface to the Customers for all support IBM provides to you.


 


For Program licenses not
covered under Maintenance, you or your distributors will provide Level 1 and
Level 2 Support to Customers at  Lawson’s
sole discretion. In such cases, IBM will only provide you access to IBM
databases containing information on known Program defects, defect corrections,
restrictions, and bypasses for the unmodified portion of Programs. IBM will
maintain this information for a minimum of one year after you acquire the
Program. You agree to be the interface to Customers for this service. Consult
the IBM Software Support Guide for further information at: “http//techsupport.services.ibm.com/guides/handbook.html.”


 


“Level 1 Support” means the
service provided in response to the initial phone call by a Customer which
identifies and documents an error in a Program. This includes problem source identification
assistance, problem analysis, problem resolution, installation planning
information, and preventative and corrective service information.


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


“Level 3 means the
service provided for fixes, work arounds. This Service also includes in-depth
technical analysis and            
support for fixes and  Lawson can
call IBM  direct access  support call center.


 


6. Miscellaneous Terms/Conditions:


 


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


 


b)             All
payments are nonrefundable.


 


c)              The
license granted to you is a “Restricted License” for the Program(s) listed
above which means the Programs may only be used in conjunction with the
Solution.


 


d)             You
agree to the terms specified in the Program-unique Terms Attachment, for the Programs
listed in Section 1 of this Transaction Document.


 


4





















 


e)              ISV
entitlement and use of the WAS ND (D5ALTLL) product is limited to the J2EE
application server and web services content in a single application server
deployment environment. Lawson programming model extensions are not
restricted.  Use of the clustering, high
availability services and programming model extensions are restricted.


 


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


 


g)             The following
components/capabilities:  Portal
Personalization and Clustering Support are removed from the   Web Portal Enable product.


 


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


 


i)                 IBM will
provide training and access to IBM future technology as agreed to in the Master
Relationship Agreement between the parties.


 


j)                 IBM
will allow you and your Certified Business Partners and other contractors
located within the Territory to perform your obligations in connection with the
development, testing, marketing, distribution and support of the Solution under
the terms and conditions of this Agreement.


 


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


 


l)                 No
additional royalty fees due for Lawson’s internal use of the Programs to
provide marketing (including), training, demonstration, and Support for the
Solution.


 


m)           No
additional royalty fees due IBM for Lawson or Customers use in development,
test, Q&A, evaluation, hot site/cold site disaster recovery, backup,
archival, staging or training for the Solution.


 


n)             No
CPU restrictions (other than on DB2 and RAD). 
Limited to one CPU for RAD,  and
limited to four DB2


 


o)             You
agree that you will ship the IBM Programs in all versions of your Value-Add
Components starting with Lawson 8.1.0.


 


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


 


7.  Contract Coordinators:


 


	
   

  	
   

  	
  For IBM:

  	
   

  	
  For you:

  	
   

  
	
  Name

  	
   

  	
  Joyce Beeman

  	
   

  	
  VP Alliances

  	
   

  
	
  Company

  	
   

  	
  IBM Corporation

  	
   

  	
  Lawson Software, Inc.

  	
   

  
	
  Address

  	
   

  	
  11400 Burnet Rd

  	
   

  	
  380 St. Peter Street

  	
   

  
	
   

  	
   

  	
  Internal Zip 0411E034

  	
   

  	
   

  	
   

  
	
  City, ST

  	
   

  	
  Austin, TX 78758

  	
   

  	
  St. Paul, MN 55102

  	
   

  
	
  Telephone:

  	
   

  	
  1-877-572-9251

  	
   

  	
  651-767-7000

  	
   

  
	
  Fax:

  	
   

  	
  1-877-572-9251

  	
   

  	
  651-767-5336

  	
   

  
	
  E-Mail:

  	
   

  	
  joycebee@us.ibm.com

  	
   

  	
  steven.borsch@lawson.com

  	
   

  



 


5





















 


IBM OEM Registration Form


 


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


 


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


 


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


 


Primary Contact (required): IBM
will consider the contact you designate in this
information box to be the primary contact. All correspondence, other than
correspondence related to maintenance renewals, will be sent to the attention
of the Primary Contact. If the Primary Contact is the only contact specified,
IBM may consider the Primary Contact to be the sole contact for all purposes. (No Post Office Boxes, please)


 


	
  Company Name: Lawson
  Software, Inc.

  
	
  Contact Name: David Gagne

  
	
  Street Address: 380 St. Peter Street

  
	
  City:State/Province:ZIP Code/Postal
  Code: St Paul, MN 55102

  
	
  Country: USA

  
	
  Telephone/Ext.:Fax: 651-767-7000

  
	
  E-mail Address: davidgagne@lawson.com

  
	
  IBM Customer Number: 5079378

  



 


 


Software Maintenance Media Shipping Contact (if different from Primary Contact above):


Note: You are eligible
to receive one set of media for Programs covered by such maintenance when
Programs are revised and become commercially available. Program upgrade media
will be shipped to the contact at the address indicated below. Maintenance
coverage must be active in order for the upgrade(s) to be shipped. Please note: A Post Office Box is not a valid ship-to address.


 


	
  Company Name: same as above

  
	
  Contact Name:

  
	
  Street Address:

  
	
  City:State/Province:ZIP Code/Postal
  Code:

  
	
  Country

  
	
  Telephone/Ext.:Fax:

  
	
  E-mail Address:

  
	
  IBM Customer Number:

  



 


Maintenance Renewal Contact (if different from Primary Contact above):
The contact you designate in this information box is the person responsible for
assisting with maintenance renewals.


 


	
  Company Name:

  
	
  Contact Name:

  
	
  Street Address:

  
	
  City:State/Province:ZIP Code/Postal
  Code:

  
	
  Country

  
	
  Telephone/Ext.:Fax:

  
	
  E-mail Address:

  
	
  IBM Customer Number:

  



 


6





















 


Site Technical Contact
(if different from Primary Contact above):
The Site Technical Contact specified below is responsible for overall support
compliance, maintaining the authorized caller list, and coordinating
distribution of the technical support access information to the authorized
callers of this site.


 


	
  Company Name:

  
	
  Contact Name:

  
	
  Street Address:

  
	
  City:State/Province:ZIP Code/Postal
  Code:

  
	
  Country

  
	
  Telephone/Ext.:Fax:

  
	
  E-mail Address:

  
	
  IBM Customer Number:

  



 


 


Billing Contact (if different from Primary Contact above):
The contact you designate in this information box is the person you want to
receive, where applicable, billing communications.


 


	
  Company Name:

  
	
  Contact Name:

  
	
  Street Address:

  
	
  City:State/Province:ZIP Code/Postal
  Code:

  
	
  Country

  
	
  Telephone/Ext.:Fax:

  
	
  E-mail Address:

  
	
  IBM Customer Number:

  



 


7





















 





 Developer Relations


 


Master Relationship Agreement


 


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


 


(a) Attachment -
Strategic Alliance Terms


(b) Exhibit A – Self Reporting
Questionnaire


(c) Exhibit B – Expense Reporting
Guidelines


(d) Exhibit C  – IBM Enablement Assistance


 


The following are related agreements between the
parties which remain in full force and effect and remain unmodified by this MRA
unless expressly stated herein:


 


(a) IBM PartnerWorld Agreement -
International Basic General Terms


(b) IBM Confidential Disclosure Agreement No. 4999PK0252
dated April 20, 1999. (“CDA”)


(c) IBM OEM Software Agreement No. 4905S10262
and Transaction Document #1 dated May 9, 2005.


 


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


 


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


 


	
  AGREED TO:

  	
  AGREED TO:

  
	
   

  	
   

  
	
  International Business Machines Corporation

  	
  Lawson Software, Inc.

  
	
   

  	
   

  
	
  By:

  	
  By:

  
	
   

  	
   

  
	
  Jon
  E. Regitsky

  	
   

  
	
   

  	
  Print
  Name

  



 


1





















 


	
   Program Director, ISV Alliances

  	
   

  
	
   

  	
  Print
  Title

  
	
   

  	
   

  
	
  Date

  	
  Date

  



 


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


 


	
  IBM’s Contract Representative:

  	
  Lawson’s Contract Representative:

  
	
  International Business Machines Corporation

  	
  Lawson Software, Inc.

  
	
  4111 Northside Parkway, LS 11D-06

  	
  380 St. Peter Street

  
	
  Atlanta, GA 30327

  	
  St. Paul, MN 55102

  
	
  Attention: Phillip G. Brown

  	
  Attention: Chief Operating Officer

  
	
  Phone: (404) 238-3174

  	
  Phone: (651) 767-7000

  



 


2





















 


1. Definitions


 


Capitalized terms in this Agreement have the
following meanings:


 


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


 


Embedded shall
mean that the Products are Optimized and the corresponding IBM technologies are
shipped with the designated Lawson solutions.


 


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


 


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


 


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


 


2. Nature of Relationship


 


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


 


•                  Joint opportunities
is a collaborative, cooperative effort between the parties to jointly market
and sell the Solution to customers.  No
royalties or fees are paid by either party to the other for recognized sales of
the Products or Solution components. 
Each party sells or licenses its Solution components to customers under
its own terms and conditions. Each party also provides all levels of support
for its Solution components.


 


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


 


3





















 


3. Territory


 


The “Territory” for this
Agreement shall consist of all the countries in the world in which IBM is
directly or indirectly conducting business.


 


4. Licenses and Grants


 


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


 


4.2 Proprietary Notices: Each party agrees
to maintain all copyright, trademark or other proprietary markings of the other
party applicable to any portion of the Products, programs or the Solution and
related documentation.


 


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


 


4.4 IT Services:
Lawson acknowledges that licensees of the Products or of other software
programs licensed by Lawson (“Other Programs”) may retain IBM to perform
services on their behalf, including but not limited to system integration
services, hosting services, outsourcing services and other services that may
require or be facilitated by IBM having access to the Products (“IT Services”).  Notwithstanding any other provision of this
Agreement or of any license agreement, when IBM provides IT Services to a
licensee of the Products, and during the term of any IT Services Agreement
between IBM and the licensee, Lawson will permit IBM to access, use, transfer
to like-configured computer and/or take assignment of the licensee’s license to
such Products solely on behalf of the licensee, without IBM or the licensee
being required to acquire additional licenses or to incur additional fees. This
provision may not apply to third party products licensed directly or indirectly
by Lawson.


 


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


 


5. Limitation of Liability


 


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


 


6. Term and Termination


 


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


 


4





















 


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


 


6.3 Any
terms of this Agreement which by their nature extend beyond the day this
Agreement ends remain in effect until fulfilled, and apply to respective
successors and assignees.


 


7. Information


 


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


 


8. Privacy


 


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


 


9. General


 


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


 


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


 


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


 


5





















 


9.4 All
disputes with respect to the terms, operation, funding, or interpretation of
this Agreement and any performance concerns, shall be documented in writing and
escalated through the appropriate levels of management of each party, up to and
including the level of vice president whom will meet promptly in person or by
telephone, until resolution of the issue is achieved or the respective vice
presidents cannot agree to a resolution of the dispute.  If the respective vice presidents cannot
agree, the final resolution of the issue will rest with the appropriate IBM
General Manager(s) and a Lawson Senior Executive whom will meet promptly in
person or by telephone to review and attempt to resolve the dispute in good
faith.


 


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


 


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


 


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


 





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


 


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


 


6





















 


Attachment - Strategic Alliance
Terms


 


This Attachment sets forth the additional terms
under which each of us will commit to perform additional activities to increase
sales of the Solution.  The terms of this
Attachment prevail over the terms contained in the base MRA and its other
Attachments and Exhibits. 


 


1. Definitions


 


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


 


Internationalization shall
mean that a Product has the ability to implement national functions and the
facility to be translated to other languages. 
This includes one (1) category which corresponds to characteristics
of various languages:  single byte character
set (SBCS), left-to-right languages (examples are: U.S. English, German,
Greek).  The Products shall avoid hard
coding language dependent codepages and character sets.


 


2. Mutual Commitments


 


2.1 Each
party will name a Relationship Manager (“RM”) to manage the day-to-day
activities under this relationship. 
These managers will meet on a regular basis (but in no event less than
once per quarter) to jointly assess status and progress under this Agreement.  Such meetings may be conducted in person or
through other means including conference calls and electronic communications.
During these meetings, the relationship manager shall identify any impediments
to the success of this relationship and institute an appropriate action plan in
writing to remove such impediments.  Any
modifications to the terms and conditions of the Agreement must be made by both
parties in a signed writing and communicated to the other party via their
Contract Representatives.


 


2.2
Each party will name a Technology Manager to oversee the technology initiatives
identified in this Agreement. The Technology Managers will meet on a regular
basis (but in no event less than once per quarter) to jointly assess status and
progress of the technology initiatives under this Agreement. During these
meetings, the Technology Managers shall also identify any impediments to
completing the technology initiatives, and both recommend and implement an
appropriate action plan in writing to remove such impediments.


 


2.3 Each
party will name a Marketing Manager to oversee the marketing activities
identified in this Agreement. The Marketing Managers will meet on a regular
basis (but in no event less than once per quarter) to jointly assess status and
progress of the marketing activities under this Agreement. During these
meetings, the Marketing Managers shall also identify any impediments to
completing the marketing activities, and both recommend and implement an
appropriate action plan in writing to remove such impediments.


 


2.4 Each
party will name a Services Manager to oversee the services activities
identified in this Agreement. The Services Managers will meet on a regular
basis to jointly assess status and progress of the services activities under
this Agreement. During these meetings, the Services Managers shall also
identify any impediments to completing the services activities, and both
recommend and implement an appropriate action plan in writing to remove such
impediments.


 


2.5 The parties will engage in joint marketing
activities in support of cultivating leads for Lawson’s Products, the Solution
and IBM and Lawson services.  The parties
will also annually develop a mutually agreed
upon marketing plan in writing for such marketing activities, the initial
marketing plan to be developed within sixty (60) days of signing this
Agreement.  The marketing plan: (a) will
include Key Marketing Focus Areas that will be identified by the parties from
time-to-time (not less than annually) in writing; (b) a joint pipeline
list of opportunities for the Solution that will be reviewed and updated from
time-to-time (not less than monthly),


 


7





















 


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


 


2.6 The
financial commitments of the parties set forth herein are in effect for one
year from the effective date of this Agreement unless otherwise specifically
stated. In the event that either wishes to decline renewing its annual
financial commitment during the term of this Agreement, then the parties shall
meet and discuss this decision in accordance with the procedures set forth in Section 9.4
of the Agreement. Commitments for subsequent years shall be as agreed to
between the parties in a written amendment to this Agreement.  The resource commitments of the parties set
forth herein are in effect for the three-year Initial Term unless otherwise
specifically stated.  Subsequent
commitments shall be as agreed to between the parties in a written amendment to
this Agreement.


 


2.7 Lawson
and IBM will jointly announce this relationship after signing this
Agreement.  In support of such joint
announcement, IBM will identify appropriate resource(s) for any media relations
follow up related to the announcement. 
The method of distribution of any mutually agreed announcement will be determined
jointly.  Upon the first Solution sale with the Products
Optimized based upon the Optimization Table in this Attachment, IBM will,
pursuant to the IBM press relations guidelines and procedures, provide Lawson a
quotation for Lawson’s press announcement highlighting such win. The method of
distribution of any mutually agreed announcement will be determined jointly.


 


2.8 Both
parties recognize the importance of each party’s sales force and channel
partners being educated and current on how to market, sell, demonstrate and
install the Products and the Solution. 
Accordingly, the parties will develop a mutually agreed sales training
plan within sixty (60) days of the signing of this Agreement.  As a part of this  training plan, the parties will, on a
periodic basis, provide each other the opportunity to train an appropriate
number of the other party’s sales force and channel partner resources, where
possible, on the Products and the Solution at no charge to the other party or
its partners.  Each party shall be
responsible for travel and living expenses for its resources when attending a
training session provided by the other party. 
Lawson grants IBM a royalty-free, non-exclusive right and license to
use, reproduce, display and copy Lawson’s Product education and training
materials solely for the purpose of enabling IBM to further educate its sales
force and channel partners.  Within
ninety (90) days, both parties agree to develop a training plan encompassing
training not specifically included in this Agreement.


 


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


 


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


 


3. IBM’s Marketing and Sales
Commitments


 


3.1 IBM’s Marketing and Sales
Commitments - General


 


3.1.1 IBM
will promote Lawson’s Product as part of a leading e-business Solution in the
Heathcare, Retail, Government and Education, Financial Services and Global SMB
industries.


 


8





















 


3.1.2 IBM
will utilize trained resources for the marketing and sales efforts related to the
Solution.   IBM retains sole discretion
to determine the magnitude of the resources, the particular marketing and sales
efforts to be implemented, the level of activity associated with this effort
and the manner in which its resources may be compensated.


 


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


 


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


 


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


 


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


 


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


 


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


 


3.1.9 IBM
will offer Lawson the opportunity to include a reference and description of the
Optimized Product(s) (provided by Lawson) in IBM’s Global Solutions
Directory.  This directory is intended to
afford Lawson an opportunity to market the Optimized Product(s) on a global
scale.  It includes direct links from IBM
to Lawson’s Web site, and enables Lawson to customize Lawson’s listing with
Lawson’s company and contact information, Lawson’s logo(s) and certification
mark(s), as applicable.


 


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


 


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


 


9





















 


an action plan, then either party may request
that the issue be reviewed according to Section 9.4 of this Agreement to
arrive at an acceptable action plan.  If
the milestones are not met due to any fault of IBM, then the milestones shall
be reasonably extended to accommodate the Optimization of the Products.


 


3.1.12  IBM agrees to educate, inform and ensure IBM’s
appropriate marketing and sales personnel and channel partners remain current
on the business benefits and value of using Lawson Products as part of the
Solution set forth in this Agreement, and on the latest technology enhancements
to the Lawson Products.


 


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


 


3.2 IBM’s Marketing and Sales
Commitments – Information Management (IM)


 


3.2.1 IBM
will nominate Lawson for participation in beta programs of IBM DB2 UDB, DB2 Content
Manager and WebSphere Information Integrator for UNIX and NT platforms.


 


3.2.2 IBM
will internally promote the Products through appropriate Information Management
websites and publications.


 


3.2.3 IBM
will provide training material to Lawson’s sales force (direct and indirect, at
IBM’s discretion) on the value of Information Management technology, which will
include statements reinforcing the benefits of purchasing a Information
Management-enabled  Product.


 


3.3 IBM’s Marketing and Sales
Commitments – Application & Integration Middleware (AIM)


 


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


 


3.3.2 IBM will externally promote Lawson’s Products when
Optimized with the WebSphere technologies via the WebSphere Innovation
Connection Online, and internally to the AIM sales team.





 


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


 


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


 


3.3.5 The parties will develop a mutually
agreed upon marketing plan, which includes the WebSphere technologies, within
60 days of signing this Agreement.  Lawson
will provide a marketing contact to be the AIM focal point for the review and
creation of this plan, which will outline channel strategies and objectives,
event participation, communications, collateral development, campaigns and
other areas for cooperation.


 


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


 


10





















 


3.3.7 During
the first year of this relationship, IBM will
provide product overview briefing on its WBI technologies, as applicable.  Such product overview briefings may include
an initial briefing and periodic updates. The parties will assess additional
briefing requirements on an annual basis.


 


3.4 IBM’s Marketing and Sales
Commitments – Systems & Technology Group (STG)


 


3.4.1 IBM
will provide product overviews on eServer and/or storage products, as
applicable.  Such product overviews may
include an initial briefing and periodic updates via face-to-face, conference
call, web or other electronic media.


 


3.4.2 IBM will
invite Lawson to participate and in certain cases act as a sponsor for events
such as IBM/Forbes, IBM eServer Total Storage University, and IBM’s
PartnerWorld conference.


 


3.4.3 Marketing
opportunities and benefits are extended to Lawson through Lawson’s
participation in IBM eServer Solution Connection (“eSC”) and IBM Server
Proven.  Example benefits and
opportunities include:


 


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


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


(iii) The
ability to indicate for IBM and customers those IBM hardware remarketers (Solution
Providers) Lawson recommend in conjunction with sales of Lawson’s
eSC-registered product(s);


(iv) Access to
IBM business analysis tools for Lawson and customers;


(v) Access to
special offers for Lawson’s customers that may facilitate joint selling (as part
of ServerProven);


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


 


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


 


3.4.5 ***.


 


3.5 IBM’s Marketing and Sales
Commitments – Tivoli


 


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


 


11





















 


3.5.2 IBM’s Tivoli group may invite you to participate
in, and in certain cases, act as a sponsor for IBM events such as the IBM
PartnerWorld conference.  Invitations
will be at IBM’s Tivoli group’s discretion.


 


3.6 IBM’s Marketing and Sales
Commitments – Business Consulting Services (BCS)


 


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


 


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


 


3.6.3 IGS BCS will deploy trained
consultants on the Solution for qualified opportunities.   IBM will provide such resource with access
to appropriate BCS support and expertise for the Solution. IBM will regularly
assess ongoing requirements and customer demands for the Solution and adjust
its resource(s), as appropriate.


 


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


 


3.6.5 IGS BCS will
continue to work with Lawson to jointly develop a services business development
plan which may include, but not be limited to, joint account planning,
engagement strategy and models, periodic pipeline calls and measurement
tracking.  IBM will work against
marketing and sales plans and goals as set forth in existing Alliance to Win
marketing plans as well as future plans to be jointly developed by IBM and
Lawson.  IBM agrees to meet quarterly
with Lawson to review and update these plans.


 


12





















 


3.7 IBM’s Marketing and Sales Commitments –  Rational


 


3.7.1
During the first year of this relationship, IBM will
provide product overview briefing on its Rational technologies, as
applicable.  Such product overview
briefings may include an initial briefing and periodic updates. The parties
will assess additional briefing requirements on an annual basis.


 


3.7.2 IBM
will provide Lawson access to beta code for Rational software from, and subject
to the terms and conditions of Rational’s Beta programs for ISVs. Rational will
provide any needed shipping versions of products through the Rational Software
Access Catalog (RSAC).


 


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


 


4. Lawson’s Marketing and Sales
Commitments


 


4.1 Lawson’s Marketing and Sales
Commitments - General


 


4.1.1 Lawson
will lead with IBM’s hardware and middleware as part of a leading e-business
solution in Lawson’s marketing and sales activities.  Lawson will lead with joint IBM/Lawson
Professional Services (LPS) services where appropriate, when selling the
Solution.  In
those instances where a customer requests a non-IBM product platform or
service, at the same time that Lawson discusses the non-IBM product or service,
Lawson will advise the customer of 1) Lawson’s relationship with IBM; and 2) if
applicable, the superior functionality of the alternative IBM product, solution
or service.  To clarify, nothing in this provision shall prohibit Lawson from promoting another
hardware, middleware or services provider, to the extent so requested by Lawson’s
potential customer.


 


4.1.2  Lawson
will provide IBM leads for hardware, middleware and services. Lawson’s passing
of leads assumes that IBM is in good standing as a Lawson business partner, and
Lawson in no way warrants that IBM will close leads or necessarily derive any
benefit from the lead which Lawson passed. 
IBM agrees that failure to act timely on leads may result in the lead
being reassigned to another Lawson business partner.  Additionally, You will provide assistance in the development
of leads for IBM to upsell and cross sell its products to Lawson customers who
license IBM middleware tecnhnologies as part of Lawson Products, as
follows.  You will provide to IBM the
information requested in the OEM Agreement related to Customer Reporting (this
should occur within ten (10) days after the close of each month).  If not inappropriate and reasonably requested
from IBM, you will provide an introduction of the IBM respresentative to the
Lawson customer representative so that IBM may directly engage in discussions
with the Lawson customer.


 


4.1.3 Lawson
will utilize skilled resources to provide pre-sales and technical support for
Lawson’s Products and the Solution in support of IBM’s and Lawson’s sales
efforts. Lawson will regularly assess ongoing requirements and customer demands
for Lawson’s Products and the Solution and adjust Lawson’s resources, as
appropriate, at Lawson’s discretion. Unless otherwise specified herein, Lawson
will retain sole discretion to determine the magnitude of the resources for
this support and the manner in which Lawson may compensate them.


 


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


 


4.1.5 Lawson
will provide Lawson’s sales teams with demonstration versions of Lawson’s
Products operating with/on the IBM technologies (including the relevant IBM
eServer and/or storage hardware platforms defined herein).  Lawson will use reasonable efforts to
showcase these demonstration versions running on the IBM technologies in Lawson’s
customer demonstration centers.  Lawson
will also provide IBM with a reasonable number of copies of these demonstration
versions


 


13





















 


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


 


4.1.6 Upon
execution of this Agreement and after announcement about this relationship has
been publicly made, Lawson will prominently feature Lawson’s relationship with
IBM on Lawson’s external and internal websites by citing quotations from the
mutually approved announcement.  Lawson
will additionally characterize Lawson’s IBM relationship as one which is
differentiated from Lawson’s relationships with other companies.  Any reference to IBM, this relationship, or
use of IBM trademark/trade names will be consistent with the terms of this
Agreement and will be limited to content previously reviewed and approved by
IBM and/or publicly released.  Inclusion
of any other content will require IBM’s review and approval.


 


4.1.7 If
requested by IBM, Lawson agrees to work in good faith to coordinate a direct
link from Lawson’s web site(s) to one or more IBM websites.


 


4.1.8 In
the event Lawson creates new collateral addressing the Products, Lawson will
either 1) cite the Optimized Products prior to any other version, or 2) display
the Optimized version of Lawson’s Product most prominently.


 


4.1.9 In the event Lawson publishes
an installation guide, a performance tuning and/or a capacity planning guide
for Lawson’s Products, Lawson will describe the configurations of them as
Optimized with the IBM technologies. Such guides, if created, shall be made
available to IBM within a reasonable period after the GA date of the Optimized
Products.


 


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


 


4.1.11 Lawson
will allocate up to *** dollars of marketing funds, to be equally matched by
IBM, in support of joint marketing activities for the Solution under this
Agreement.


 


4.2 Lawson’s Marketing and Sales
Commitments – Information Management


 


Lawson will specify the IBM IM products covered
in this Agreement in all applicable proposals, including configurations and
sizing recommendations.


 


4.3 Lawson’s Marketing and Sales
Commitments – Application & Integration Middleware


 


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


 


4.3.2 Lawson  will execute the online “IBM Integration
Software Catalog Offering Attachment,” (IISCOA) to the IBM PartnerWorld
Agreement - International, within sixty (60) days of the parties’ execution of
this Agreement.  As the IISCOA specifies, Lawson shall retain all ownership rights to
your portlets, and on signing, will receive additional technical support
benefits. Once listed in the Workplace Solutions Catalog, Lawson will receive
additional marketing benefits.


 


14





















 


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


 


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


 


4.3.4 Lawson
also agrees to complete a customer reference for their integration with
WebSphere Portal within ninety (90) days of being listed in the Workplace
Solutions Catalog.


 


4.4 Lawson’s Marketing and Sales
Commitments – Systems & Technology Group


 


4.4.1 Subject
to Section 7 (‘Information’) of this MRA and IBM’s prior approval, Lawson
will highlight the testing, development and Optimization of Lawson’s Products
to IBM Systems Group technologies (including eServer and/or storage) in Lawson’s
appropriate press releases, advertisements and any other publicly made
statements.


 


4.4.2 Lawson
agrees to electronically join eServer Solution Connection within 30 days of
having a commercially available Optimized Product on an IBM hardware
platform.  Lawson also agree to join
ServerProven within 30 days of successfully installing Lawson’s first such
commercial software product(s) on an IBM hardware platform in a customer
environment.   Finally, Lawson agrees
to  maintain membership and currency in
ServerProven and eServer Solution Connection per the terms of those respective
programs during the term of this Agreement.


 


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


 


4.5 Lawson’s Marketing and Sales
Commitments – Linux


 


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


 


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


 


15





















 


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


 


4.6 Lawson’s Marketing and Sales Commitments – Business
Consulting Services


 


4.6.1 Lawson will work with IGS BCS to define the segment-focused services
opportunities for the Solution, and to determine schedules for joint
development of training, delivery and deployment activities for the Solution.


 


4.6.2 Lawson will, at its discretion, develop consulting and systems integration
services offerings tailored to the Solution, subject to customer demand and
resource availability. Lawson will regularly assess ongoing services offering
requirements and customer demand for the Solution and adjust its offerings as
appropriate.


 


4.6.3 Lawson will deploy trained consultants on the Solution for qualified
opportunities.  Lawson will provide such
resource with access to appropriate Lawson support and expertise for the
Solution. Lawson will regularly assess ongoing requirements and customer
demands for the Solution and adjust its resource(s), as appropriate.


 


4.6.4 Lawson, at its discretion, will assist IBM in leveraging its
appropriate industry expertise including, but not limited to, Lawson’s existing
assets, methodologies, sales linkages and thought knowledge in these
industries.


 


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


 


4.6.6 After completing the training stated above, and on request from IBM,
Lawson will provide IBM with a reasonable number of copies of the Product, at
no charge, only to enable IBM to demonstrate, test, develop, and otherwise
support the Solution under the terms of this Agreement.


 


4.6.7 Lawson will continue to work with IGS BCS to jointly develop a services
business development plan which may include, but not be limited to, joint
account planning, engagement strategy and models, periodic pipeline calls and
measurement tracking.  Lawson will work
against marketing and sales plans and goals as set forth in existing Alliance
to Win marketing plans as well as future plans to be jointly developed by
Lawson and IBM.  Lawson agrees to meet
quarterly with IBM to review and update these plans.


 


16





















 


4.7 Lawson’s Marketing and Sales
Commitments – ebusiness Hosting (eBHS)


 


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


 


4.8 Lawson’s Marketing and Sales
Commitments – Rational  


 


Lawson will use reasonable efforts to specify
the IBM Rational products covered in this Agreement in all applicable
proposals.


 


4.9 Lawson’s Marketing and Sales
Commitments – Tivoli  


 


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


 


5. IBM’s Optimization Commitments


 


5.1 IBM’s Optimization
Commitments - General 


 


5.1.1 An IBM technical contact will work with Lawson’s technical contact
to establish a detailed technical Optimization plan. This plan will include an
architectural road map of current and future Optimized offerings, key project
plan milestones and technical Optimization support requirements. Such plan
shall be completed within 60 days after signing this Agreement. The IBM
technical contact will i) interface with Lawson’s development organization to
coordinate the appropriate IBM resources specified herein to assist Lawson with
Lawson’s Optimization effort, ii) participate in a monthly review of the
technical Optimization plan to monitor progress and recommend corrective
actions as needed, and iii) assist Lawson with gaining access to IBM beta
programs for IBM technologies.


 


5.1.2 IBM will provide Lawson with remote technical
assistance in support of Lawson’s Optimization obligations via the PartnerWorld
Developer Technical Support Program for Q&A support in accordance with the
related PartnerWorld Agreement for the remainder of the calendar year in which
this Agreement is signed.  Thereafter,
IBM will consider renewing this benefit on a calendar year basis so long as
this Agreement is still in effect.


 


5.1.3
Should IBM loan Lawson any machines and associated software to help Lawson
comply with Lawson’s Optimization responsibilities, such loaned items shall be
provided to Lawson subject to the terms and conditions of a separate IBM
equipment loan agreement.


 


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


 


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


 


5.1.6
On a semiannual basis during the term of this Agreement, IBM will participate
in an evaluation of Lawson’s additional use and adoption of IBM technologie
beyond those contained herein. IBM will support these additional product
reviews with skilled resources. The first of these reviews is expected to occur
within 90 days after the first technical Optimization plan review.


 


5.2
IBM’s Optimization Commitments – Enablement Assistance


 


IBM will support Lawson’s
Optimization of the Products to IBM Middleware technologies by providing
one-hundred four (104) person months of enablement assistance resources set
forth in the attached Exhibit C, at no charge.  Such assistance may include, but is not
limited to: a) planning, architecture and design assistance, b) education and
training, c) assistance in quality testing and certification, d) optimization
and tuning assistance, e) first client deployment assistance, and f) porting
assistance for DB2  The parties will jointly
develop a) an enablement assistance plan for those IBM technologies Embedded in
the Products within forty-five (45) days of signing this Agreement; and (b) an
enablement assistance plan for the IBM middleware technologies included in the
Lawson Solution Packs within sixty (60) days of signing this Agreement.  Such plan(s) will include the identification
of the tasks, efforts, resources and timelines necessary from each Party to
achieve Lawson’s Optimization plans for the Products.  IBM will provide, at no charge, the
additional IBM enablement assistance that the parties mutually agree is
necessary for Lawson to achieve its Optimization plans,


 


5.3 IBM’s Optimization
Commitments – Information Management 


 


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


 


5.3.2 IBM
will provide Lawson with a checklist for Lawson’s use in assessing the
readiness of Information Management Product Optimization deployment in a beta
site and for GA.


 


5.3.3 IBM
will provide phone and/or e-mail technical consultant support to assist Lawson
with Lawson’s first beta customer installation of the DB2 UDB and/or DB2
Content Manager and/or WebSphere Information Integrator-Optimized version(s) of
Lawson’s Product.


 


5.4 IBM’s Optimization
Commitments – Application & Integration Middleware 


 


5.4.1
IBM will support Lawson’s Optimization of the Products to
the WebSphere technologies as outlined in Section 5.2 above.  Such assistance may include, but is not limited
to:  a) on-site
Optimization assessment, b) on-site Quick Start Mentored workshops, c) design
reviews and performance tuning, d) on-site consulting at Lawson’s or Lawson’s
customer’s location, e) problem
determination / isolation, and f) on-site product training.


 


18





















 


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


 


19





















 


5.5 IBM’s Optimization Commitments – Systems &
Technology Group


 


5.5.1 IBM
will provide IBM Systems Group hardware (which may include IBM eServer and/or
storage products) to Lawson for purchase or lease through the IBM PartnerWorld
Hardware Mall, subject to the terms and conditions of an appropriate IBM
agreement and availability of the equipment.


 


5.5.2 IBM
will provide discounted eServer benchmarking support to Lawson on an as-needed
and as-available basis on dates and at locations mutually agreed to by the
parties.


 


5.5.3 IBM
will provide a minimum of two four-week engagements using the Virtual Loaner
Program (VLP) each year for the length of this Agreement subject to
availability and the terms and conditions of the VLP agreement.


 


5.6 IBM’s Optimization Commitments - Tivoli


 


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


 


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


 


5.7 IBM’s Optimization Commitments - Rational


 


5.7.1 IBM will, at its
discretion, share with Lawson certain Rational future strategy and product
planning information under the terms of an appropriate non-disclosure agreement
in order to facilitate Lawson’s Optimization to the Rational Software
Development Platform. Specifically, Rational will share future strategy and
product planning information as it relates to Lawson’s integration to the
Rational Team platform (ClearCase, ClearQuest, RequisitePro, and other Rational
team products).


 


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


 


5.7.3 IBM
Rational will provide Lawson the technical consulting support assistance set
forth in Section 5.2 above at no charge.


 


6. Lawson’s Optimization Commitments


 


6.1 Lawson’s Optimization Commitments – General


 


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


 


Table***


 


Table***


 


20





















 


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


 


6.1.3 Acceptance Criteria


 


6.1.3.1 Lawson will reasonably demonstrate to the appropriate
IBM technical contact that Lawson have completed each task and have complied
with the Acceptance Criteria.


 


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


 


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


 


6.1.3.4 Lawson will ensure that each of the Optimized
Products installs as documented.


 


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


 


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


 


6.1.6 Both
parties acknowledge the importance of Lawson’s Products being Optimized to the
Solution in order to be successful in the marketplace.  Accordingly, Lawson agrees to consider and
not unreasonably withhold Lawson’s consent to IBM’s requests for modifications
or enhancements to Lawson’s Products as they relate to the Solution, when it
makes business sense for Lawson to do so. Lawson further agrees to make any
modifications or enhancements on an expedited and best efforts basis when it
makes business sense for Lawson to do so.


 


6.1.7 Lawson will provide IBM the opportunity to perform sizing
and scalability benchmarks for new releases of Lawson’s Products. In the event
IBM opts to undertake such activities, 
Lawson will provide application leadership for benchmark execution and
scripting of the benchmarks.


 


6.1.8
Lawson will assist IBM in publicizing recent benchmark data regarding the
capability of the IBM technologies in this Agreement to support Lawson’s
Products.


 


21





















 


6.1.9 Lawson
will provide IBM a reasonable number of “Not For Resale”, evaluation and
development copies of Lawson’s Products for IBM’s internal evaluation and
development use, at no charge.  Such
copies will assist IBM in developing the API’s necessary to provide
connectivity and integration between Lawson’s Products and the IBM technologies
identified herein.


 


6.1.10 On
a semiannual basis during the term of this Agreement, Lawson agrees to evaluate
additional use and adoption of IBM technologies as part of the Solution, and
Rational development tools in Lawson’s Product development environment beyond
those contained herein. Lawson agrees to make Lawson’s responsible product
owners, architects, developers, and other appropriate people available for this
purpose.  The first of these additional
product assessments will occur, if necessary, no later than ninety (90) days
after the first technical Optimization plan review, should there be at least
one additional IBM technology applicable. In the event such evaluations result
in Lawson’s Optimizing the Products to such additional IBM technologies, the
parties will negotiate in good faith to amend this Agreement to include i) an
Optimization plan for the additional IBM technologies, ii) Lawson’s commitment
to IBM Share for these additional IBM technologies.


 


6.2 Lawson’s Optimization Commitments –
Information Management


 


As
part of Lawson’s Optimization obligations set forth herein, Lawson will receive
a GA Checklist provided by Information Management to use as a guideline in
assessing the readiness of the Products with DB2 UDB and/or DB2 Content Manager
and/or WebSphere Information Integrator.


 


6.3 Lawson’s Optimization Commitments – Systems &
Technology 


 


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


 


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


 


6.3.3 Lawson
will participate in and complete the requirements of the IBM TotalStorage
Proven  program within 30 days of signing this Agreement, in
accordance with the terms of the program and its related agreements.  Within thirty (30) days of Lawson’s
completion of and IBM’s acceptance of Lawson’s testing template, Lawson will
publicly announce support of Lawson’s Products and the IBM products tested
under the IBM TotalStorage Proven program. IBM will provide Lawson access to
designated Solution Partnership Centers (SPC), subject to scheduling and
equipment availability and at no charge to Lawson, in support  of Lawson’s participation in the IBM
TotalStorage Proven program.


 


6.3.4 Lawson
agrees to use, evaluate and provide IBM feedback regarding the Virtual Loaner
Program within the first 120 days of signing this Agreement.


 


22





















 


6.4 Lawson’s Optimization Commitments – Tivoli


 


Lawson
agrees to participate fully in IBM’s “Ready for Tivoli” application validation
process:


(a)                                  attain “Ready for Tivoli” validation status
within sixty (60) days of Optimizing the Products to the Tivoli technologies
defined herein;


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


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


 


6.5  Lawson Support


 


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


 


6.6 Lawson’s Optimization Commitments – Rational


 


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


 


6.6.2 Lawson
will evaluate and test Rational products including Clearcase, ClearQuest,
Functional Tester and RequisitePro.





7. Commitment to 
IBM Share Growth 


 


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


 


Table ***


 










Notes:


(1)          ***


(2)          ***


(3)          ***


(4)          ***


(5)          ***


(6)          ***


 


23





















 


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


 


7.4 ***


 


24





















 


8.  Solution
Packs


 


Lawson
shall with IBM’s assistance achieve the mutually agreed sales of “Solution
Packs” as outlined in the table below:


 


	
  Solution Pack

  Name

  	
   

  	
  IBM

  Middleware

  Opportunity

  	
   

  	
  IBM Global

  Services

  Opportunity

  	
   

  	
  IBM Hardware

  Opportunity

  	
   

  	
  Customer

  Accepts MRA

  Year 1

  	
   

  	
  Year 2

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  



 


25





















 


Exhibit A – Self Reporting
Questionnaire 


 


(Sample of Electronic Document)


 


IBM ISV
self reporting questionnaire


 


By
signing an ISV contract with IBM, Lawson has agreed to grow the percent of
Lawson’s  business on IBM middleware and
hardware.  In order to measure Lawson’s
progress against that objective, please respond to the following questions.


 


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


 


	
  Name:

  	
  Jane
  Doe

  
	
  User
  ID:

  	
  IBMuser455

  
	
  Mailing

  	
  2455
  South Road

  
	
  Address:

  	
  Poughkeepsie

  
	
   

  	
  NY

  
	
   

  	
  US

  
	
   

  	
  12601

  
	
  E-mail
  address:

  	
  janedoe@us.ibm.com

  
	
  Telephone:

  	
  845-432-1234

  
	
  Fax:

  	
   

  



 


If
this information is not accurate or you would like to change it, please update
your profile before continuing.


 


Select
a company:                IBM Corporation - #19000001


 


Please
select the half year that you are reporting on: 1H 2005


 


26





















 


Note:  Unless previously agreed, this should be the half that has just
concluded.


 


IBM eServer and storage system information


 










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


 


	
   

  	
   

  	
  None

  	
   

  	
  1-9%

  	
   

  	
  10-19%

  	
   

  	
  20-29%

  	
   

  	
  30-39%

  	
   

  	
  40-49%

  	
   

  	
  50-59%

  	
   

  	
  60-69%

  	
   

  	
  70-79%

  	
   

  	
  80-89%

  	
   

  	
  90-99%

  	
   

  	
  100%

  	
   

  
	
  iSeries

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  pSeries

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  xSeries

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  pSeries

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM Storage

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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


 


Database
information


 










(*) Please select the percent of your new Optimized
Product(s) licenses that shipped with or installed on each database product
listed.


 


	
   

  	
   

  	
  None

  	
   

  	
  1-9%

  	
   

  	
  10-19%

  	
   

  	
  20-29%

  	
   

  	
  30-39%

  	
   

  	
  40-49%

  	
   

  	
  50-59%

  	
   

  	
  60-69%

  	
   

  	
  70-79%

  	
   

  	
  80-89%

  	
   

  	
  90-99%

  	
   

  	
  100%

  	
   

  
	
  Business Intelligence

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Content Manager

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DB2 UDB

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Informix

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cloudscape

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


27





















 


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


 


IBM Websphere information


 










(*) Please select the percent of your new Optimized
Product(s) licenses that shipped with or installed on each IBM WebSphere
product listed.


 


	
   

  	
   

  	
  None

  	
   

  	
  1-9%

  	
   

  	
  10-19%

  	
   

  	
  20-29%

  	
   

  	
  30-39%

  	
   

  	
  40-49%

  	
   

  	
  50-59%

  	
   

  	
  60-69%

  	
   

  	
  70-79%

  	
   

  	
  80-89%

  	
   

  	
  90-99%

  	
   

  	
  100%

  	
   

  
	
  WebSphere Application Server

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WebSphere Business Integration

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WebSphere Portal

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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


 


28





















 


IBM Tivoli
software information


 










(*) Please select the percent of your new Optimized
Product(s) licenses that shipped with or installed on each IBM Tivoli product
listed.


 


	
   

  	
   

  	
  None

  	
   

  	
  1-9%

  	
   

  	
  10-19%

  	
   

  	
  20-29%

  	
   

  	
  30-39%

  	
   

  	
  40-49%

  	
   

  	
  50-59%

  	
   

  	
  60-69%

  	
   

  	
  70-79%

  	
   

  	
  80-89%

  	
   

  	
  90-99%

  	
   

  	
  100%

  	
   

  
	
  Tivoli Access Manager

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tivoli Directory Server

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tivoli Monitoring

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tivoli Provisioning Manager

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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


 


Lotus information


 










(*) Please select the percent of your new Optimized
Product(s) licenses that shipped with or installed on each Lotus product
listed.


 


	
   

  	
   

  	
  None

  	
   

  	
  1-9%

  	
   

  	
  10-19%

  	
   

  	
  20-29%

  	
   

  	
  30-39%

  	
   

  	
  40-49%

  	
   

  	
  50-59%

  	
   

  	
  60-69%

  	
   

  	
  70-79%

  	
   

  	
  80-89%

  	
   

  	
  90-99%

  	
   

  	
  100%

  	
   

  
	
  Lotus Workplace

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


29





















 


Linux information


 










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


 


	
   

  	
   

  	
  None

  	
   

  	
  1-9%

  	
   

  	
  10-19%

  	
   

  	
  20-29%

  	
   

  	
  30-39%

  	
   

  	
  40-49%

  	
   

  	
  50-59%

  	
   

  	
  60-69%

  	
   

  	
  70-79%

  	
   

  	
  80-89%

  	
   

  	
  90-99%

  	
   

  	
  100%

  	
   

  
	
  Linux

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 










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


 


	
   

  	
   

  	
  None

  	
   

  	
  1-9%

  	
   

  	
  10-19%

  	
   

  	
  20-29%

  	
   

  	
  30-39%

  	
   

  	
  40-49%

  	
   

  	
  50-59%

  	
   

  	
  60-69%

  	
   

  	
  70-79%

  	
   

  	
  80-89%

  	
   

  	
  90-99%

  	
   

  	
  100%

  	
   

  
	
  iSeries

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  pSeries

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  xSeries

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  zSeries

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DB2 UDB

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lotus

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tivoli

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WebSphere

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


30





















 


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


 


Note:  Customer sales information is for internal
IBM reporting and will not be used as public references without your
permission.


 


	
   

  	
   

  	
  Customer
  1

  	
   

  	
  Customer
  2

  	
   

  	
  Customer
  3

  	
   

  	
  Customer
  4

  	
   

  	
  Customer
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM
  Technology

  	
   

  	
  • iSeries

  	
   

  	
  • iSeries

  	
   

  	
  • iSeries

  	
   

  	
  • iSeries

  	
   

  	
  • iSeries

  
	
   

  	
   

  	
  • pSeries

  	
   

  	
  • pSeries

  	
   

  	
  • pSeries

  	
   

  	
  • pSeries

  	
   

  	
  • pSeries

  
	
   

  	
   

  	
  • xSeries

  	
   

  	
  • xSeries

  	
   

  	
  • xSeries

  	
   

  	
  • xSeries

  	
   

  	
  • xSeries

  
	
   

  	
   

  	
  • zSeries

  	
   

  	
  • zSeries

  	
   

  	
  • zSeries

  	
   

  	
  • zSeries

  	
   

  	
  • zSeries

  
	
   

  	
   

  	
  • IBM Storage

  	
   

  	
  • IBM Storage

  	
   

  	
  • IBM Storage

  	
   

  	
  • IBM Storage

  	
   

  	
  • IBM Storage

  
	
   

  	
   

  	
  • IBM eServer with Linux

  	
   

  	
  • IBM eServer with Linux

  	
   

  	
  • IBM eServer with Linux

  	
   

  	
  • IBM eServer with Linux

  	
   

  	
  • IBM eServer with Linux

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Middleware

  	
   

  	
  • Business Intelligence

  	
   

  	
  • Business Intelligence

  	
   

  	
  • Business Intelligence

  	
   

  	
  • Business Intelligence

  	
   

  	
  • Business Intelligence

  
	
   

  	
   

  	
  • Cloudscape

  	
   

  	
  • Cloudscape

  	
   

  	
  • Cloudscape

  	
   

  	
  • Cloudscape

  	
   

  	
  • Cloudscape

  
	
   

  	
   

  	
  • Content Manager

  	
   

  	
  • Content Manager

  	
   

  	
  • Content Manager

  	
   

  	
  • Content Manager

  	
   

  	
  • Content Manager

  
	
   

  	
   

  	
  • DB2 UDB

  	
   

  	
  • DB2 UDB

  	
   

  	
  • DB2 UDB

  	
   

  	
  • DB2 UDB

  	
   

  	
  • DB2 UDB

  
	
   

  	
   

  	
  • Informix

  	
   

  	
  • Informix

  	
   

  	
  • Informix

  	
   

  	
  • Informix

  	
   

  	
  • Informix

  
	
   

  	
   

  	
  • Lotus Workplace

  	
   

  	
  • Lotus Workplace

  	
   

  	
  • Lotus Workplace

  	
   

  	
  • Lotus Workplace

  	
   

  	
  • Lotus Workplace

  
	
   

  	
   

  	
  • Middleware running on Linux

  	
   

  	
  • Middleware running on Linux

  	
   

  	
  • Middleware running on Linux

  	
   

  	
  • Middleware running on Linux

  	
   

  	
  • Middleware running on Linux

  
	
   

  	
   

  	
  • Tivoli Access Manager

  	
   

  	
  • Tivoli Access Manager

  	
   

  	
  • Tivoli Access Manager

  	
   

  	
  • Tivoli Access Manager

  	
   

  	
  • Tivoli Access Manager

  
	
   

  	
   

  	
  • Tivoli Directory Server

  	
   

  	
  • Tivoli Directory Server

  	
   

  	
  • Tivoli Directory Server

  	
   

  	
  • Tivoli Directory Server

  	
   

  	
  • Tivoli Directory Server

  
	
   

  	
   

  	
  • Tivoli Monitoring

  	
   

  	
  • Tivoli Monitoring

  	
   

  	
  • Tivoli Monitoring

  	
   

  	
  • Tivoli Monitoring

  	
   

  	
  • Tivoli Monitoring

  
	
   

  	
   

  	
  • Tivoli Positioning Manager

  	
   

  	
  • Tivoli Positioning Manager

  	
   

  	
  • Tivoli Positioning Manager

  	
   

  	
  • Tivoli Positioning Manager

  	
   

  	
  • Tivoli Positioning Manager

  
	
   

  	
   

  	
  • Websphere Application Server

  	
   

  	
  • Websphere Application Server

  	
   

  	
  • Websphere Application Server

  	
   

  	
  • Websphere Application Server

  	
   

  	
  • Websphere Application Server

  
	
   

  	
   

  	
  • Websphere Business Integration

  	
   

  	
  • Websphere Business Integration

  	
   

  	
  • Websphere Business Integration

  	
   

  	
  • Websphere Business Integration

  	
   

  	
  • Websphere Business Integration

  
	
   

  	
   

  	
  • Websphere Portal

  	
   

  	
  • Websphere Portal

  	
   

  	
  • Websphere Portal

  	
   

  	
  • Websphere Portal

  	
   

  	
  • Websphere Portal

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other
  IBM products or services

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


31





















 


Exhibit B - IBM’s General Expense Guidelines


 


As
part of the marketing plan described in Section 2 of the Attachment, we
will identify specific marketing tactics to enable you to participate in
co-funded campaign activity.  These
tactics are intended to generate demand for the Solution.  Items to be discussed may include*:


 


Marketing Campaign Services


Campaign Designer - IBM campaign offering


Development of Targeted Mailing Lists


Telemarketing for Campaign Follow Up


Direct Mail


 


Marketing Seminars


Events


Seminars


Webinars


Relative Collateral


 


Trade Shows


Targeted/focused shows, with IBM


 










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


 


The following expenses will not
be approved for co-payment as part of the Strategic Alliance initiative:


Media Advertising


Print Advertising


Sales Meetings


Sales Product Incentive Funds (SPIFS)


Equipment


Travel and associated Expenses


Education Expenses


 
Sporting/Entertainment Events


Alcohol expenses for an event


Association Dues


Customer Satisfaction Surveys


 


32





















 


Questions about expenses should be directed to your IBM Relationship
Manager.


 


Exhibit C – IBM Enablement
Assistance


 


Table***


Definitions: ***


 


33