Lawson Software (LWSN)

Recitals

WHEREAS the Supplier is a member of the Lawson Group;

WHEREAS the Lawson Group is engaged in the business of creating, developing and/or marketing a standard software product known as Lawson including software developed by third parties however delivered by the Supplier) and the documentation and manuals therefore (the “Software”) and supporting, implementing, developing and enhancing the Software (“Maintenance”);

WHEREAS, under the terms of the Business Transfer Agreement dated March 11, 2005, between the Supplier and Intentia South Asia Pvt. Ltd. [of which the Franchise Agreement dated March 4, 1999, between the Supplier (then under the name of Intentia International AB and Intentia South Asia Pvt. Ltc. (the “Franchise Agreement”) forms a part], the Reseller was granted an exclusive right to, market and distribute the Software in India;

WHEREAS the Business Transfer Agreement envisaged that the Franchise Agreement be superseded and replaced by an agreement entered into between the Supplier and the Reseller. The Parties have now agreed that under this Agreement, this Reseller Agreement, the Reseller is hereby granted a non-exclusive right to grant licenses, market, distribute and perform support of the Software (as defined herein) to existing and future end users within India (the “Territory”), in accordance with the terms and conditions herein contained.

Now, therefore, it is agreed by and between the parties hereto as follows:

As of the effective date above, this Reseller Agreement fully replaces and supersedes, the Franchise Agreement, mentioned above. The relationship between the parties in relation to the Lawson Software sales and implementation in the Territory shall hereinafter be governed solely by this Reseller Agreement.

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