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<br />SOFTWARE LICENSE AND SUPPORT AGREEMENT
<br />General Terms and Conditions
<br />("GTC")
<br />1. DEFINITIONS.
<br />1.1 "Add -on" means any development using SAP API's that adds new and independent functionality, but does not modify existing
<br />SAP functionality.
<br />1.2 "Agreement" means these GTCs, any Order Form referencing these GTCs, and the Use Terms and Schedules referenced by
<br />these GTCs and/or such Order Forms. All such components are integral to the agreement, and collectively are referred to herein as
<br />the "Agreement".
<br />1.3 "API" means SAP's application programming interfaces, as well as other SAP code that allow other software products to
<br />communicate with or call on SAP Software (for example, SAP Enterprise Services, BAPIs, Idocs, RFCs and ABAP or other user exits)
<br />provided under this Agreement.
<br />1.4 "Affiliate" mean any legal entity in the Territory in which the Licensee, directly or indirectly, holds more than fifty percent
<br />(50%) of the shares or voting rights. Any such legal entity shall be considered an Affiliate for only such time as such equity interest
<br />is maintained.
<br />1.5 "Business Partner" means a legal entity that requires access to the Software in connection with Licensee's internal business
<br />operations, such as customers, distributors and/or suppliers of Licensee.
<br />1.6 "Confidential Information" means, with respect to SAP, all information which SAP protects against unrestricted disclosure to
<br />others, including but not limited to: (a) the Software and Documentation and other SAP Materials, including without limitation the
<br />following information regarding the Software: (i) computer software (object and source codes), programming techniques and
<br />programming concepts, methods of processing, system designs embodied in the Software; (ii) benchmark results, manuals, program
<br />listings, data structures, flow charts, logic diagrams, functional specifications, file formats; and (iii) discoveries, inventions, concepts,
<br />designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes
<br />relating to the Software; (b) the research and development or investigations of SAP; (c) product offerings, content partners, product
<br />pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets,
<br />know-how, improvements, marketing plans, forecasts and strategies; and (d) any information about or concerning any third party
<br />(which information was provided to SAP subject to an applicable confidentiality obligation to such third party). With respect to
<br />Licensee, "Confidential Information" means all information which Licensee protects against unrestricted disclosure to others and
<br />which (i) if in tangible form, Licensee clearly identifies as confidential or proprietary at the time of disclosure; and (ii) if in intangible
<br />form (including disclosure made orally or visually), Licensee identifies as confidential at the time of disclosure, summarizes the
<br />Confidential Information in writing, and delivers such summary within thirty (30) calendar days of any such disclosure.
<br />1.7 "Documentation" means SAP's documentation which is delivered or made available to Licensee with the Software under this
<br />Agreement.
<br />1.8 "Intellectual Property Rights" means patents of any type, design rights, utility models or other similar invention rights,
<br />copyrights, mask work rights, trade secret or confidentiality rights, trademarks, trade names and service marks and any other
<br />intangible property rights, including applications and registrations for any of the foregoing, in any country, arising under statutory or
<br />common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.
<br />1.9 "Modification" means (i) a change to the delivered source code or metadata; or (ii) any development, other than a change to
<br />the delivered source code or metadata, that customizes, enhances, or changes existing functionality of the Software including, but
<br />not limited to, the creation of any new application program interfaces, alternative user interfaces or the extension of SAP data
<br />structures; or (iii) any other change to the Software (other than an Add -on) utilizing or incorporating any SAP Materials (defined
<br />below).
<br />1.10 "Professional Services Schedule" means the terms and conditions governing SAP's delivery of professional services, attached
<br />hereto and made a part hereof.
<br />1.11 "SAP Materials" means any software, programs, tools, systems, data, or other materials made available by SAP to Licensee in
<br />the course of the performance under this Agreement including, but not limited to, the Software and Documentation, as well as any
<br />information, materials or feedback provided by Licensee to SAP relating to the Software and Documentation.
<br />1.12 "SAP Support" means SAP's then -current SAP support offering specified in the applicable Order Forms and made available to
<br />Licensee as stated in the applicable SAP Support Schedule found at www.sap.com/company/legal/index.epx as of the effective date
<br />of the first Software Order Form issued under these GTCs. Such SAP Support Schedule is incorporated herein by reference. For the
<br />avoidance of doubt, such SAP Support Schedule shall apply to all Order Forms issued under these GTCs, unless otherwise agreed by
<br />the parties. SAP recommends Licensee prints a copy of the applicable SAP Support Schedule for Licensee's own records.
<br />1.13 "Software" means (i) any and all software products licensed to Licensee under this Agreement as specified in Software Order
<br />Forms hereto, all as developed by or for SAP, SAP AG, Business Objects Software Limited and/or any of their affiliated companies
<br />and delivered to Licensee hereunder; (ii) any new releases thereof made available through unrestricted shipment pursuant to the
<br />respective support agreement and (iii) any complete or partial copies of any of the foregoing.
<br />1.14 "Software Order Form" means the order form for the Software and related SAP Support ordered by Licensee thereunder,
<br />including information on Software, SAP Support, fees, and other information necessary for the delivery of such items to Licensee.
<br />SAP Confidential 1
<br />SAP General Terms and Conditions enUS.v.5-2011
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