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Software License and Distribution Agreement - BackWeb Technologies Ltd. and SAP AG

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                  SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT
                             FOR EMBEDDED PRODUCTS

This Software License and Distribution Agreement for Embedded Products
("Agreement") is made and entered into as of by and between BackWeb
Technologies, Ltd. ("Licensor") having principal offices at 34 Tuval St.,
Ramat-Gan 52136 Israel, and SAP AG "SAP"), having principal offices at
Neurottstrasse 16, 69190 Walldorf, Germany.

      PREAMBLE

      WHEREAS, SAP designs, develops, markets, licenses and sells worldwide the
      SAP software products with integrated financial human resources logistics
      and manufacturing standard application programs based on client-server
      architecture;

      WHEREAS, Licensor designs, develops, markets and licenses Software
      Products for internet communication applications.

      NOW THEREFORE, the parties agree as follows:

1.1   DEFINITIONS

1.1   "Applicable Entity/Entities" shall mean SAP's subsidiaries and/or
      distributors or marketing partners or training partners authorized by SAP.

1.2   "Attachments" shall mean all attachments to this Agreement.

1.3   "Effective Date" shall mean the date of execution of this Agreement by
      both parties.

1.4   "End User" shall mean any combination of the types of users licensed by
      SAP or Applicable Entities under their standard form end-user license
      agreements.

1.5   "Internal Use" shall mean as well development use of the Software Products
      e.g. to embed Software Products into SAP Software and/or to adapt
      applications of the embedded Software Products for its own internal
      business utilization by SAP or Applicable Entities as the use of the
      Software Products "stand-alone" and or embedded into SAP Software for
      business utilization by SAP or its subsidiaries.
<PAGE>   3
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1.6   "Mobile Named User" means that type of user licensed by SAP or Applicable
      Entities under their standard form end-user license agreements who
      directly utilizes Software Products functionalities. This user type may
      change in future. Therefore the parties agree to negotiate any necessary
      changes to this section 1.6 in good faith in case of any such changes.

1.7   "Not For Distribution Use" or "NDR" shall mean use of the Software
      Products for SAP or Applicable Entities, internal training and testing,
      and for demonstrations to prospects and internal personnel of such
      entities.

1.8   "SAP Software" shall mean the SAP software product module currently known
      as "mobile sales" and "mobile service", any successor product of the
      mentioned product modules due to name change or nay other SAP product
      which includes these products modules, e.g. CRM, as well as third party
      products other than Software Products, marketed and licensed to End Users
      by SAP or the Applicable Entities as a part or component of the above
      mentioned SAP products.

1.9   "Software Products" shall mean the Licensor's products to be embedded
      in SAP Software, and/or any combinations of Licensor's products, as listed
      in Attachment A hereto, including all updates, upgrades, new versions and
      releases and resulting Software Products and applicable End-User
      documentation. Licensor shall have the right to modify the Software
      Products. The Software Products for purposes of this Agreement, shall
      include any software products (other than SAP Software) provided by third
      parties and licensed  with, or as part of, the Software Products. The
      Software Products shall also include other third party software products
      embedded in the Software Products licensed hereunder after the Effective
      Date of this Agreement.

1.10  "Software Products Fee" shall mean the license fee payable by SAP to
      Licensor for the Software Products licensed by SAP or the Applicable
      Entities to End Users hereunder as stipulated in Attachments A.

1.11  "Software Products Royalty Report" shall mean a written report to be
      produced by SAP, if SAP is required to do so in Attachment A, by the 15th
      of each month in respect to the preceding month containing reasonably
      detailed information on the numbers of Mobile Named Users licensed to End
      Users by SAP and/or the Applicable Entities during that month and
      specifications regarding the required commencement date for Support
      Services.

1.12  "Support Services" shall mean the Licensor's support services as set forth
      in Attachment B.

1.13  "Support Services Fee" shall mean the fee payable by SAP to Licensor for
      the provisions of Support Services by Licensor as stipulated in Attachment
      A.

1.14  "Territory" shall mean all countries of the world.
<PAGE>   4

2.      SCOPE OF AGREEMENT

2.1     This Agreement, including any Attachments hereto, sets forth the terms
        and conditions pursuant to which SAP will license Software Products from
        Licensor and market these Software Products in connection with SAP
        Software.

2.2     Deviating conditions, including, without limitation, those contained in
        any of Licensor's standard terms and/or standard contracts shall not
        apply even if referred to by Licensor and not expressly objected to by
        SAP. Silence by SAP amounts to rejection of Licensor's standard terms or
        contracts.


3.      RIGHTS OF SAP

3.1     Licensor hereby grants to SAP and the Applicable Entities a
        non-exclusive paid up license to use the Software Products on an NDR Use
        basis. Licensor hereby grants to SAP and its subsidiaries a non
        exclusive license to use the Software Products on an Internal Use basis
        subject to Attachment A.

3.2     Licensor hereby grants to SAP the non-exclusive right to make copies of
        the master media copies of the Software Products and sublicense and
        distribute them to End Users within the Territory as a product embedded
        into SAP Software. The Software Products will be distributed by SAP and
        the Applicable Entities pursuant to the same license agreements by which
        SAP and the Applicable Entities license SAP Software to End Users.
        Licensor agrees that End-Users may purchase the Software Products
        according to local law and SAP's and the Applicable Entities license
        agreements. SAP and the Applicable Entities shall be entitled to
        determine the Software Products license fees that SAP charges End Users
        for the Software Products licensed by SAP to End Users independently of
        Licensor.

        SAP shall not market the Software Products separate from the SAP
        Software and shall not adopt any pricing methodologies on its standard
        price lists which will show a separate price for the Software Products.

3.3     Licensor further grants SAP the non-exclusive right to sublicense the
        Software Products to the Applicable Entities by providing copies of the
        Software Products and authorizing the Applicable Entities to make copies
        thereof and sublicense and distribute them to End Users within the
        Territory as a product embedded in SAP Software.

3.4     Licensor further grants SAP and/or the Applicable Entities the
        non-exclusive paid-up license to sublicense the Software Products to
        Partners of SAP and/or the Applicable Entities as a product embedded in
        SAP Software for internal training and testing, and for demonstration to
        prospects and internal personnel of such Partners.

<PAGE>   5
3.5  SAP has the right to develop software competitive to the Software Products,
     to embed software of competitors of Licensor in SAP Software and to provide
     interfaces to software competitive to the Software Products [*] and in case
     SAP embeds software of competitors of Licensor, that is competitive to the
     Software Products, in SAP Software within said period, SAP shall continue
     to comply with its payment obligations under this Agreement [*]. Upon
     receipt of such notice, Licensor shall no longer be obligated to fulfill
     development activities under this Agreement and shall have the right to
     terminate this Agreement upon sixty (60) days prior written notice.

     Subject to the provisions of this section 3.5, in the event SAP decides to
     develop a competitive product, SAP agrees to only disclose such decision
     pursuant to appropriate confidentiality agreements [*].

3.6  SAP shall not use or duplicate the Software Product (including the
     Documentation) for any purpose other than as specified in this Agreement or
     make the Software Product available to unauthorized third parties. Unless
     otherwise agreed in writing, SAP and the Applicable Entities shall not
     carry out or permit the reverse engineering, disassembly, or decompilation
     of the Software Product, except to the extent required to obtain
     interoperability with other independently created software or as specified
     by law.

4.   LICENSOR'S OBLIGATIONS

4.1  Licensor agrees to ship within five (5) business days after the Effective
     Date one (1) set of mastar media copies of the Software Products to the SAP
     location identified by SAP. Licensor shall be responsible for all costs of
     export and shipping of the master media copies of the Software Products.

4.2  Licensor shall provide to SAP master media copies, NDR Use copies and
     Internal Use copies of the Software Products, including applicable user
     documentation, updates and new releases on a preferred basis, but in all
     events not later than its first shipment to its own customers, distributors
     or development partners.

[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
<PAGE>   6

4.3       Licensor shall provide Support Services to SAP as described in
          Attachment B. Licensor may provide some Support Services from BackWeb
          Technologies, Inc. According to Section 3.1 of Attachment B SAP's
          support organization shall be solely responsible for receiving Cases
          and providing initial problem evaluation to End-Users.

4.4       Licensor shall provide training to SAP with respect to the Software
          Products for the number of employees and days as mutually agreed upon
          by SAP and Licensor. Pricing and locations for such training shall be
          as mutually agreed upon by the parties prior to such training taking
          place. Licensor shall assign a Licensor trainer to be responsible for
          the training on-site.

4.5       Licensor shall ensure that all Software Products are and continue
          during the entire term of this Agreement to be compatible to SAP
          Software including new versions or releases thereof.

4.6
     (a)  Licensor represents and warrants that the source code for the
          Software Products, together with related documentation as it is or
          becomes available (the "Deposited Material"), has been deposited in an
          escrow account maintained at Source File, Oakland, California (the
          "Escrow Agent"), pursuant to an agreement between the Escrow Agent and
          Licensor (the "Escrow Agreement") which authorizes the Escrow Agent to
          release Deposited Material, if so requested, directly to SAP upon the
          occurrence of events as listed in Section 4.5(c).

     (b)  Licensor shall deposit into the escrow account copies of the source
          code for each new release, version, and update of the Software
          Products and related documentation immediately after they have been
          made available to SAP.

     (c)  SAP may request the Escrow Agent to release a copy of the relevant
          Deposited Material to SAP upon the occurrence of any of the following
          events:

               (i)   Licensor has been ordered under a final court decision to
                     release the relevant Deposited Material to SAP;

               (ii)  Licensor has agreed in writing to release the relevant
                     Deposited Material to SAP;

               (iii) Filing of a petition to commence bankruptcy or composition
                     proceedings regarding Licensor's assets which is not
                     dismissed in one (1) month and unless Licensor proves its
                     ability to comply with its obligations under this
                     Agreement;

               (iv)  Cancellation of the registration of Licensor in the
                     competent commercial register for reasons of lack of assets
                     which is not cured in one (1) month and unless Licensor
                     proves its ability to comply with its obligations under
                     this Agreement;

<PAGE>   7
               (v)  Registration of a winding-up order with regard to Licensor
               in the competent commercial register which is not dismissed in
               one (1) month and unless Licensor proves its ability to comply
               with its obligations under this Agreement;

               (vi) Licensor's material breach in carrying out the Support
               Services imposed on it pursuant to this Agreement after an
               extension of one (1) month has been granted to Licensor to
               perform such obligations and Licensor has been ordered under a
               preliminary injunction after an oral hearing to release the
               relevant Deposited Material to SAP.

     (d)  Subject to the occurrence of an event listed in Section 4.6(c)
          Licensor herewith grants SAP the irrevocable and non-exclusive right
          to use the released source code of Deposited Materials to the extent
          necessary to ensure continued maintenance of, and support for, the
          relevant Software Products. This right includes the right to copy,
          translate, modify or otherwise change the released source code to the
          extent required by the aforementioned objectives.

          SAP agrees to maintain the released source code in strict confidence
          and to not disclose it to third parties and to use it solely for the
          continued maintenance of and support for the relevant Software
          Products and not for the development of any own software products.

5.        SAP's OBLIGATIONS

5.1       SAP agrees to utilize the licensed copies of the Software Products
          for NDR Use and Internal Use on such terms as set forth herein
          including any Attachments hereto and as may be mutually agreed upon
          by Licensor and SAP.

5.2       SAP shall enter into legally enforceable, written, license agreements
          with each of its customers (Applicable Entities and End Users)
          containing the terms and conditions under which the Software Products
          are sublicensed in compliance with this Agreement.

5.3       By the 15th of each month, SAP shall submit a Software Products
          Royalty Report to Licensor, if SAP is required to do so in Attachment
          A. SAP shall keep accurate records regarding the number of Mobile
          Named Users licensed to End Users by SAP and/or the Applicable
          Entities. Upon Licensor's request and reasonable advance notice, SAP
          will permit Licensor to have such records audited at its own costs by
          a CPA of its choice once every calendar year during SAP's regular
          business hours.

5.4       SAP shall make correct statements concerning the Software Products in
          its marketing materials.

6.        JOINT OBLIGATIONS OF LICENSOR AND SAP.
<PAGE>   8
6.1  Both parties realize the impact the changes to and new releases of their
     respective software products may have on the other parties products. Each
     party shall use reasonable efforts to give three (3) months written notice
     to the other party of any changes to their respective software products
     which might impact the other party's products hereunder and agrees
     otherwise to consult with the other party on such prospective changes.

6.2  Neither Licensor nor SAP shall, during the term of the Agreement and for a
     period of one (1) year following termination, actively solicit for
     employment any of the other party's employees without the prior written
     approval of the other party.

     This Section shall not be deemed to prohibit either party from placing
     general advertisements or solicitations for employment in journals,
     publications, on the internet etc. and from hiring any persons responding
     to such advertisements.

6.3  During the Term both parties intend to do the following marketing
     activities:
     (a)  participate in one joint press releases approved in writing by both
     parties prior to their being released promptly after the Effective Date;
     (b)  publish one fact sheet which mentions Licensor's name and brand;
     (c)  jointly publish one customer case study and one success story, both
     related to SAP Software; and
     (d)  Licensor may use SAP's name in web-sites, presentations and sales
     materials but only to the extent to point out that SAP is a Customer and a
     Partner of Licensor.
     (e)  any other marketing and promotion activities mutually agreed to from
     time to time.

7.   FUTURE DEVELOPMENT/ENHANCEMENTS, DEVELOPMENT SERVICES

7.1  Licensor agrees to provide future development/enhancements according to
     Attachment A.

7.2  Licensor agrees to provide development services to SAP to enable the
     embedment of the Software Product in the SAP Software as may be mutually
     agreed upon by the parties in cases where SAP cannot perform the
     applicable development activities with its own resources.

8.   PAYMENT TERMS

8.1  Following the end of each month, Licensor will invoice SAP for the
     Software Product Fees for licenses granted to SAP and Applicable Entities
     to End Users during that month with respect to the Mobile Named User as
     reported to Licensor via Software Products Royalty Reports.

8.2  Licensor shall invoice SAP for Support Services Fees within one (1) month
     after the respective Support Services commencement date specified in the
     Software Products Royalty Reports for a period of twelve (12) months of
     Support Services.


<PAGE>   9
8.3  Software Products Fees and Support Services Fees shall be invoiced in US
     Dollars.

8.4  SAP shall remit the invoiced Software Products Fees and Support Services
     Fees within one (1) month from receipt of the respective invoice.

8.5  All taxes or customs duties except income or corporation taxes will be
     borne by SAP. If any such tax or duty has to be withheld or deducted from
     any payment under this Agreement, SAP will increase payment under this
     Agreement by such amount as shall ensure that after such withholding or
     deduction Licensor shall have received an amount equal to the payment
     otherwise required.
     Income taxes will be borne by the Licensor. If SAP is required to withhold
     income or corporation tax or a similar tax from any payment to the
     Licensor under this Agreement SAP shall be entitled to withhold or deduct
     such tax from the gross amount to be paid. However, SAP shall use all
     endeavours to reduce any such withholding tax payable to the lowest
     possible rate subject to compliance with all applicable laws and double
     taxation treaties. Licensor will cooperate with SAP to the extent that is
     necessary to apply for such reduction, especially by, but not limited to,
     providing the necessary forms to SAP or the relevant tax authority.
     Otherwise, SAP is entitled to withhold tax at standard rates according to
     the relevant laws.

9.   TERM AND TERMINATION

9.1  The initial term of this Agreement shall commence on the Effective Date
     and shall continue in effect until three (3) years from the Effective
     Date, subject to earlier termination as specified in this Agreement.
     Thereafter, this Agreement shall automatically renew for one (1) year
     periods until terminated for convenience by either party upon three (3)
     months prior written notice with effect to the end of a calendar quarter.

9.2  Either party may terminate this Agreement for cause. This includes,
     without limitation, situations where (a) the other party neglects or fails
     to perform a material obligation hereunder, and such neglect or failure
     continues unremedied for a period of one (1) month after written notice is
     sent to the defaulting party by the first party; or (b) the other party
     becomes insolvent; proposes any dissolution, liquidation, composition,
     financial reorganization or similar proceedings with respect to its
     property or business, and such continues unremedied for a period of one (1)
     month after written notice is sent by the other party; (c) Licensor
     becomes subject to a change in its ownership that is not reasonably
     acceptable to SAP; public offerings and/or mergers or acquisitions related
     to such public offerings are not considered as such changes in Licensor's
     ownership unless a Competitor of SAP acquires interest in Licensor either
     direct or indirect in a share that is not reasonably acceptable to SAP.




<PAGE>   10
9.3  Termination of this Agreement shall not affect any of the individual
     sublicense agreements between SAP or the Applicable Entities and the End
     Users. Except for cases of termination for cause by Licensor, SAP remains
     entitled to make copies of the Software Products to the extent required in
     order to fulfill all contracts with End Users and/or Applicable Entities
     concluded in the ordinary course of business prior to the date on which
     the termination becomes effective that cannot be reasonably terminated,
     provided, however, that SAP or the Applicable Entities shall not enter
     into new individual sublicense agreements as of the date the termination
     becomes effective and SAP shall pay to Licensor the applicable Software
     Product Fees related to such sublicensing provided that SAP is obligated
     to pay such Software Product Fees.

9.4  Subject to Section 9.3, SAP, upon an event of termination, shall
     immediately discontinue any copying and sublicensing of the Software
     Products. Additionally, the parties hereto agree that communications to
     End Users and any publications/press releases regarding such
     termination shall be mutually agreed upon, in writing, prior to
     distribution.

9.5  Any provisions of this Agreement which, by their nature, require
     performance after termination, shall survive any termination of this
     Agreement. In particular, Licensor's obligation with respect to the
     minimum period for the continued supply of Support Services as stipulated
     in Attachment B shall not be affected by termination subject to payment of
     the applicable Support Service Fees provided that SAP is obligated to pay
     such Support Service Fees.

9.6  Any payments owing or accrued as of the effective date of termination,
     shall be promptly paid by the respective party to the other.

10   COPYRIGHT NOTICE, TRADEMARKS

10.1 SAP has the irrevocable right not to provide the Software Products
     embedded in the SAP Software with a copyright notice of Licensor provided
     that it includes its own copyright notice in SAP Software in which the
     Software Products are embedded. Licensor waives any such right to be named
     as author or creator of the Software Products. SAP may remove any
     copyright notice on the Software Products delivered to SAP except a one
     time only copyright notice to appear during implementation.
     Notwithstanding any copyright notice by SAP to the contrary, subject to
     the rights granted to SAP and the Applicable Entities in this Agreement
     the copyright to the Software Products included in any such SAP Software
     shall remain in Licensor.

10.2 SAP may use Licensor's branding and trademarks. If SAP includes Licensor's
     trademarks in its marketing materials, SAP will comply with Licensor's
     guidelines for the use of the trademarks which Licensor shall forward to
     SAP by the Effective Date.


<PAGE>   11
11.     PROPRIETARY RIGHTS; CONFIDENTIALITY

11.1    Title to and ownership of the Software Products shall remain with
        Licensor and/or with the respective manufacturer or author of such
        Software Products. All rights to patents, copyrights, trademarks and
        trade secrets in the Software Products shall remain with Licensor and/or
        with the respective manufacturer or author of such Software Products.
        All intellectual property rights, confidentiality and proprietary
        provisions, rights to patents, copyrights, trademarks and trade secrets
        in SAP Software shall remain with SAP and/or with the respective
        manufacturer or author of such SAP Software.

11.2    Licensor and SAP recognize that, in the course of marketing the Software
        Products, Licensor, SAP and the Applicable Entitles may learn or be
        exposed to confidential and/or proprietary information which is the
        property of the other party. Such information will be marked or
        otherwise identified in writing as confidential, or will be reasonably
        identifiable as confidential.

        In order to provide an unrestricted basis of communication for marketing
        activities hereunder, Licensor and SAP agree that they will take all
        reasonable efforts to prevent such confidential information from
        becoming known to anyone except those of their and the Applicable
        Entities' employees, agents or consultants with a need to know in order
        to properly fulfill their duties under the respective employment or
        agency or independent contractor agreements with either of the parties
        or any Applicable Entity. The particular provisions of this Agreement
        shall be deemed confidential in nature and neither party hereto shall
        divulge any provisions as set forth herein to any third parties except
        to their respective attorneys or accountants and except as may be
        required by law.

11.3    Neither party's non-disclosure obligations hereunder shall extend to
any confidential or proprietary information or any portion thereof which:

        (a)     the disclosing party can establish was known to it without
                restriction prior to disclosure by the other party or was
                independently developed by the disclosing party; or

        (b)     is now or hereafter comes into the public domain through no
                fault of the disclosing party; or

        (c)     is required by operation of law to be disclosed, provided,
                however, that the other party is given reasonable advance notice
                of the intended disclosure and reasonable opportunity to
                challenge such legal requirement(s); or

        (d)     is disclosed to the disclosing party without restriction on
                disclosure by a third party who has the lawful right to make
                such disclosure.

11.4    Unless expressly agreed to in writing, and other than as specified
        above, each party expressly prohibits any direct use or reference to its
        name, trademarks or trade names.
<PAGE>   12

11.5      Subject to Section 3.5, Licensor recognizes that SAP has the right to
          develop independently software that would compete with the Software
          Products and with this only provide confidential information that is
          necessary to fulfill its obligations under this Agreement.

12.       THIRD PARTY RIGHTS

12.1      Licensor represents and warrants that it is the owner of the Software
          Products, including all intellectual property rights thereunder,
          copyright, patent, trademark, trade secret and other applicable law,
          and that it has the right to authorize the use of the Software
          Products and the licensing of the Software Products to End-Users by
          SAP and the Applicable Entities.

12.2      Licensor represents and warrants that the execution of this Agreement
          by Licensor does not conflict with any provision of any other
          agreement, court decision or administrative order binding upon it.

12.3      Licensor represents and warrants that the Software Products do not
          infringe any copyright, patent, trademark, trade secret, or other
          intellectual property right of any third party.

12.4      Licensor shall fully indemnify, hold harmless and defend SAP and/or
          the Applicable Entities against suits based on any claim that the
          Software Products infringe any patent, copyright, trademark, trade
          secrets, or other proprietary right, provided that the entity
          concerned gives Licensor prompt written notice of such suits and
          permits Licensor to control the defense and settlement thereof. In the
          event that, as a result of any such claim of infringement, SAP and/or
          the Applicable Entities are enjoined from using, marketing, or
          licensing the Software Products, Licensor shall either procure at its
          expense the right for SAP or the Applicable Entities to continue to
          use, market, and license the Software Products, or replace or modify
          at its expense the Software Products so as to make them
          non-infringing, provided that the performance thereof is not adversely
          affected. Should Licensor fail to do so, Section 9.2 shall apply.
          Irrespective of the aforementioned remedies, Licensor remains liable
          to fully compensate SAP and/or the Applicable Entities concerned for
          any costs and reasonable expenses incurred in connection with such
          third party intellectual property infringement claims up to the amount
          of fees paid by SAP under this Agreement. Damages shall be compensated
          in full. The limitation of liability in Section 14.1 shall not apply.

13.       WARRANTY

13.1      Licensor warrants that the unmodified Software Products will conform
          materially to the specifications and descriptions contained in
          Licensor's then current and applicable documentation.

<PAGE>   13
13.2 The warranty period for all Software Products delivered hereunder shall
     extend for 6 months from the time the respective End User has received the
     Software Product(s) from SAP. In case of any timely notice of defects by
     SAP, the warranty period will be extended for the period of time running
     from the dispatch of the notice of defects until their elimination with
     respect to the affected End Users, if such remedy is elected by SAP.

13.3 With respect to major defects of the master media copies of the Software
     Products which SAP reports to Licensor prior to the expiration of the
     warranty period, Licensor shall either (a) at its expense eliminate the
     defect without undue delay; or (b) at its expense provide SAP with a non
     defective replacement delivery. If Licensor fails to fulfill its
     obligations as stated in (a) and (b) without undue delay and not later than
     two (2) months after being informed of the defect SAP may terminate this
     Agreement in whole or in part.

13.4 Licensor shall pay for all parts, labor, and travel expenses for Licensor's
     service personnel required to fulfill its warranty obligations under this
     Agreement.

13.5 Licensor guarantees, irrespective of fault that the Software Products are,
     and in future releases will be, Year 2000 Compliant. As used in this
     Agreement, "Year 2000 Compliant" shall mean the ability of the Software
     Products to provide the following functions:

     (a)  consistently handle data information before, during, and after January
          1, 2000, including but not limited to accepting date input, providing
          date output, and performing calculations on dates or portions of
          dates;

     (b)  function accurately in accordance with the relevant documentation and
          without interruption before, during, and after January 1, 2000,
          without any change in operations associated with the advent of the new
          century and/or the occurrence of February 29, 2000 (leap day);

     (c)  respond to two-digit year-date input in a way that resolves the
          ambiguity as to century in a disclosed, defined, and predetermined
          manner; and

     (d)  store and provide output of date information in ways that are
          unambiguous as to century.

13.6 In addition to the aforementioned warranty obligations Licensor must
     indemnify and hold harmless SAP from all claims raised by End Users and/or
     the Applicable Entities against SAP for rescission of contract, reduction
     of license fees or damage compensation related to defects of the Software
     Products or the pertinent documentation, but only to the extent that
     liability of SAP for any such claim cannot validly be excluded or limited
     in standard terms and conditions pursuant to mandatory law in the relevant
     jurisdiction.

     This shall not apply to the extent that such defects did not exist at the
     time of receipt of the Software Products by the End User or the Applicable
     Entities or in situations where the
<PAGE>   14
     claims are based on the lack of expressly warranted feature unless the
     subject of such warranty corresponds to a similar warranty given by
     Licensor. The limitation of liability in Section 14.1 shall not apply. SAP
     notifies Licensor of such claims as soon as they come to SAP's knowledge.

14.  LIMITATION OF LIABILITY

14.1 In no event shall either party be liable for any indirect, incidental,
     special or consequential damages, or damages for loss of profits, revenue,
     data or use, incurred by either party, whether in an action in contract or
     tort, even if the other party has been advised of the possibility of such
     damages. The parties liability for direct damages hereunder shall not
     exceed the amount of fees paid by SAP under this Agreement.

14.2 The limitation of liability provided in section 14.1 shall not apply to any
     direct, indirect, incidental, special or consequential damages or damages
     for loss of profits, revenue, data or use arising from any act which, even
     in the absence of this Agreement, would amount to infringement of a
     copyright or patent or misappropriation of a trade secret of the other
     party.

14.3 Either party's liability is not limited in those cases in which:

     It acted with intent or gross negligence.

14.4 Licensor's liability is not limited in those cases in which SAP seeks
     Indemnification under Section 12.4 and 13.6.

15.  GENERAL

15.1 Notices. All notices shall be in writing and delivered personally, by mail
     or via facsimile. All notices shall be addressed to the addresses appearing
     below and shall be deemed delivered upon receipt. Each party may change its
     address by written notice in accordance with this section.

     If to SAP:                         SAP Aktiengesellschaft
                                        Head of Basis Development
                                        Neurottstrasse 16
                                        D-69190 Walldorf
                                        Germany

     plus a copy to the following if the matter is a legal matter:

                                        SAP Aktiengesellschaft
<PAGE>   15
                                        Legal Department
                                        Neurottstrasse 16
                                        D-69190 Walldorf
                                        Germany

     If to Licensor:                    BackWeb Technologies Ltd.
                                        P.O. Box 3581
                                        34 Tuval St.
                                        Ramat-Gan
                                        52136 Israel
                                        Attn: Finance Controller

     plus a copy to the following:

                                        BackWeb Technologies, Inc.
                                        2077 Gateway Place, Suite 500
                                        San Jose, CA 95110
                                        Attn: Director of Finance

15.2 Modification. This Agreement may only be modified in writing by SAP and
     Licensor. This also applies to any waiver of this written form requirement.

15.3 Nonwaiver of Rights. The failure of either party to this Agreement to
     object to any conduct of the other party that is in violation of the terms
     of this Agreement shall not be construed as a waiver thereof, or as waiver
     of any future breach or subsequent wrongful conduct.

15.4 Entire Agreement. This Agreement, including attachment, shall represent the
     entire understanding between the parties hereto relating to the Software
     Products and supersede any and all prior proposals or agreements, whether
     written or oral, that may exist between the parties. No oral side
     agreements exist.

15.5 Export. SAP agrees to comply fully with all relevant export laws and
     regulations, in particular German, European and US ("Export Laws") to
     assure that neither the Software Products nor any direct product thereof
     are (1) exported, directly or indirectly, in violation of Export Laws; or
     (2) are intended to be used for any purposes prohibited by the Export Laws,
     including, without limitation, nuclear, chemical or biological weapons
     proliferation.

15.6 Governing Law and Venue. This Agreement shall be governed by and construed
     in accordance with the laws of Germany without reference to the conflicts
     of law principles. This Agreement shall not be governed by the United
     Nations Convention of Contracts for the International Sale of Goods, the
     application of which is hereby expressly excluded. Exclusive
<PAGE>   16
          venue for all claims arising out of or in connection with this
          Agreement shall be Munich, Regional Court of Munich 1. SAP shall
          remain entitled to commence action or initiate other court proceedings
          at the registered seat of Licensor.

15.7      Severability.  If a court finds any provision of this Agreement
          invalid or unenforceable, this will not affect any other provision of
          this Agreement.


15.8      Independent Contractors. Both parties represent that they are
          independent contractors in performing all obligations hereunder, and
          nothing contained herein shall be deemed or construed to create any
          employer/employee relationship or any partnership or joint venture
          between the parties or their respective directors, officers,
          employees, or independent contractors.

15.9      Assignments:  Unless otherwise provided for in this Agreement,
          neither party shall transfer, assign or sublicense its rights or
          obligations under this Agreement to any other third party, in whole or
          in part, without the prior written consent of the other party, which
          consent shall not be unreasonably withheld. Assignment in whole by
          either party to its respective parent organization is permitted
          without written consent of the other party.

16.       ATTACHMENTS

          The following documents are incorporated as an integral part of this
          Agreement.

          Attachment A - Software Products, Software Products Fees and
          Support Services Fees

          Attachment B - Licensor's Support Services



Licensor                                     SAP

By:  /s/ GWEN SPERTELL                       BY:  /s/ HEINZ HESS
   ---------------------------------            --------------------------------
Typed:  Gwen Spertell                        Typed:   Heinz Hess
      ------------------------------               -----------------------------
Title:  Senior Vice President                Title:   Member of the Extended
      ------------------------------                  Executive Board
                                                   -----------------------------
Date:  March 16, 1999                        Date:    March 17, 1999
     -------------------------------              ------------------------------





<PAGE>   17

                                                                   EXHIBIT 10.13

                                  ATTACHMENT A



1:   PRODUCT FUNCTIONALITY SPECIFICATION

     1.1  BackWeb Integrated Client Interface for SAP Mobile Sales

          Chant interface showing structured and unstructured data in a single
          interface, across three html screens to ensure all relevant
          information is "on hand" [*].

          These information views, whether sourced from the WWW or from
          internal sources, are displayed as channels and can be subscribed to
          on an individual basis in the client interplace, or subscription to
          selected channels can be initiated from the saver.

          [*] months

     1.2  Attention Management - Flash alerting (Automated Marketing
          Encyclopedia)

          Active alert mechanism to actively alert clients to new MES
          Documents, even when not in the applications: [*]

          [*] months

     1.3  Multiple display Options (Client Options)

          In addition to the client interface, options include wallpaper,
          tickers, "News Title" and Screensavers.

     1.4  Support of all electronic formats for publishing (Automated Marketing
          Encyclopedia)

          Allow the automated publishing of all file formats. Including , but
          not restricted to, PPT, PDF, AVI, DOC, XLS, etc. to MES. In addition,
          software delivery etc. which may not be required to go through the
          MES, are also supported.

          [*] months

     1.5  Preview before MES subscription (Automated Marketing Encyclopedia)

          Ability to view document title/summary info before subscription.

          [*] months

     1.6  Graphical Publishing Tool (BackWeb Foundation)

          Allowing the administrator to very easily assign content to
          respective target groups based on the user administration.

          [*] months

     1.7  Client Side API

          BackWeb will provide a client side API that allows the SAP
          application access to the BackWeb client functionality. [*] (note:
          these interactions will not be included in the server reporting and
          tracking)

          API in [*] months

          Starting date to be [*]

     1.8  Hook for the SAP Middleware server; API for the integration of
          corporate data systems, WWW, newsfeeds, etc.

          Create a productized "hook" which enables the collection of data from
          defined fields in the database and deliver via flash for notification
          purposes. SAP or SAP Consultants can, on their own, use this API as
          an interface with other corporate information systems, WWW, external
          news sources. These will have to be custom created by the consultants
          in the particular customer site and do not constitute "standard
          products".

          API in [*] months

          For Hook, date to be [*]

     1.9  Integration of User's/ groups for targeting (BackWeb Foundation)

          Allow profiles, access rights, controls and targeting from the SAP
          Mobile Series/Service user database. Single group/user identification
          for personalization.

          Date to be [*]

     1.10 Reporting on downloads and interactions (BackWeb Foundation)

          Reports on aggregate downloads and interactions with flashes. (This
          feature is available through the BackWeb administration console, not
          through the client UI)

          [*] months

     1.11 "Polite communication" (BackWeb Foundation)

          Allow the delivery of large, multimedia files, software updates,
          etc. to the client, without affecting their connection, extending the
          Middleware synch process or interfering with end user connectivity

          [*] months

     1.12 News Delivery Capability (Marketing Intelligence Manager)

          Agents that can automatically gather information from the WWW or
          intranet and deliver this information to the user "Neva" interface.

          [*] months

     1.13 Co-Develop Flexible Administration Tool

          Allow the system administrator to handle BackWeb server control and
          content management under the Mobile Sales Administration console.
          This feature needs to be co-developed with SAP, a functional
          specification and development roadmap will need to be defined.

          Date to be [*]

     1.14 Languages - supported

          [*]

          Available

     1.15 Languages - Planned

          [*]

          [*] months

     1.16 Languages - double byte

          [*]

          Longer than [*] months, date to be jointly agreed

     1.17 Platform - O/S

          [*] not committed

          Available

     1.18 Platform - RDMS

          [*] Support

          SQL Server - available Oracle in [*] months.

--------------
[*] Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.
<PAGE>   18
                             ATTACHMENT A CONTINUED



























                                      ---
                                       2

<PAGE>   19
                             ATTACHMENT A CONTINUED


















                                      ---
                                       3
<PAGE>   20
2.   SOFTWARE PRODUCTS

including up-date, new versions and releases and resulting Software Products.


BackWeb product modules including but not limited to the Product Functionality
Specification in Section 1 of this  Attachment A:


[*]



3.   LIMITATION

The Parties hereto acknowledge and agree that the Software Products include
only the modules identified in Section 2, of this Attachment A. In the event
that BackWeb produces additional modules or functionality for its other
software products. BackWeb shall have no obligation to provide such modules or
functionality to SAP under this Agreement unless mutually agreed by the parties
in writing. Such additional modules or functionality may be subject to separate
charges.

4.   LANGUAGE SUPPORT:

[*]




5.   FUTURE DEVELOPMENT/ENHANCEMENTS

As defined in Joint Obligations of Licensor and SAP, Section 6.1 of the
Agreement, parties shall use reasonable efforts to notify each other of any
changes or enhancements to SAP Software, respectively Software Product. In the
event that changes and/or enhancements to the SAP Software necessitate major
and unavoidable changes and/or enhancements to the Software Product, BackWeb
shall, on SAP's request and at SAP's expense, perform such changes and/or
enhancements subject to availability of resources and on a mutually agreed upon
schedule. SAP will provide licensor reasonable support for such activities.
Such development may be subject to separate charges, which will be negotiated
in good faith.


[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.


                                      ---
                                       4


<PAGE>   21
6.   PRICING AND TERMS

i)   PREPAYMENT:

Within 30 days of the Effective Date, SAP shall pay to Licensor the amount of
USD [*] prepaid license fees and within 30 days after general availability of
the mobile sales application of the SAP Products but not later than 30 days
after December, 31, 1999, SAP shall pay to Licensor the amount of USD [*]
additional prepaid license fees ("Prepaid Fees"). Such payment shall be
understandable and such payment obligation shall be deemed non-cancelable.
During the term of this Agreement, SAP shall apply any Software Product Fees due
and payable to Licensor against the Prepaid Fees until the Prepaid Fees are
exhausted.

ii)  SOFTWARE PRODUCT FEE:

For each Mobile Named User SAP agrees to pay to Licensor a Software Product Fee
of [*]

Licensor will consider First Customer Shipment (FCS) as trial software without
any payment obligation for SAP with respect to Software Products licensed by
SAP or the Applicable Entities to End-Users or partners of SAP and/or the
Applicable Entities during the FCS Phases. The term of FCS Agreements will not
be longer than nine (9) month.

In case of general license agreements between SAP and an End-User the parties
agree to decide on the Software Product Fee on a case by case basis and as
mutually agreed upon by the parties.

Pricing for other users than Mobile Named Users, which are to be defined when
the product modules mentioned in section 1.8 of the Agreement are included in
any other SAP products, shall be reduced in proportion to the degree of use of
the Software Products by other users of SAP Software in comparison to the Mobile
Named User in accordance with this Agreement. With the first release of any
other SAP product which becomes general available and which includes the product
modules mentioned in section 1.8 of the Agreement, parties agree to take the
first [*] customers to define an appropriate pricing model, not to exceed a
price per user of USD [*].

iii) PAYMENT TERMS:

Net 30 days upon receipt of invoice.

iv)  SUPPORT SERVICES FEES:




                                       5


[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

<PAGE>   22
Licensor shall invoice SAP the Support Service Fee in the amount of [*] of the
Software Products Fee licensed to End-Users. Such Support Service Fee shall
cover twelve (12) months of Support Services.

v) INTERNAL USE

Within 30 days of the Effective date SAP shall pay to Licensor the amount of
USD _______ or Internal Use of the Software products by SAP's presales, sales
and service personnel and its subsidiaries.

vi) SOFTWARE PRODUCTS ROYALTY REPORT

A written report is to be produced by SAP by the 15th of each month in respect
to the preceding month containing point of sales and reasonably detailed
information on the number of Named Users during that month.

vi) TRAINING:

The parties agree to the following additional terms and conditions:

1.   Initial training courses to be performed by Licensor for SAP personnel
     shall be subject to mutual agreement of the parties and shall be [*]
     Licensor will provide respectively on initial one-week training course per
     region (Europe, America, Asia). If additional training is required, it
     will be charged at standard rates.

2.   SAP will provide one initial technical support training on SAP Software to
     Licensors technical support contacts at a SAP location to be mutually
     agreed upon by the parties.

                                       6

[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

<PAGE>   23
                                  ATTACHMENT B

                                SUPPORT SERVICES

This Attachment sets forth the terms and conditions pursuant to which SAP and
Licensor will cooperate in providing support services for Software Products to
End Users.

1.   DEFINITIONS

     For the purposes of this Attachment, the following expressions shall have
     the meaning as set forth below. Expressions not specifically defined in
     this Attachment shall have the meaning as set forth in Section 1 of this
     Agreement.

1.1  "Case" shall mean the support incident starting with the complete failure
     or the functional impairment of a Software Products or with the reasonable
     probability that a defect is caused by a Software Product. As soon as
     either party's support organization is formed, the incident becomes a Case.

1.2  "Case Remedy" shall mean the remedy for a Case taking the form of
     eliminating the defect, providing a new program version, or demonstrating
     how to avoid the effects of the defect with reasonable effort. Case Remedy
     corresponds with error corrections, patches, bug fixes, workarounds,
     replacement deliveries or any other type of software or documentation
     corrections or modification.

1.3  "Common Case Priorities" shall mean the priorities as referenced in Exhibit
     C hereto.

1.4  "End User" shall mean any End User as defined in Section 1.4 of this
     Agreement and who has a valid support contract with SAP.

1.5  "Licensor Support Terminology" shall mean the structure of Licensor's
     support organization and the internal assignment of tasks as described in
     Exhibit A hereto.

1.6  "SAP Support Terminology" shall mean the structure of SAP's support
     organization and the internal assignment of tasks as described in Exhibit B
     hereto.

1.7  "Support Site" shall mean the location out of which either of the parties
     provide support services for analysis and remedy of Cases. The Support
     Sites act as interfaces between either Support Partner's technical support
     organization. The
<PAGE>   24
     Support Sites correspond with the locations of either party's technical
     support departments as referenced in Exhibit H hereto.

2.   GEOGRAPHIC SCOPE

     The geographic scope of this Attachment extends to all countries to which
     SAP licenses Software Products under this Agreement.

3.   SUPPORT SERVICES

     The parties agree on the following principles for providing support
     services for Software Products to End Users.

3.1  SAP's support organization shall be solely responsible for receiving Cases
     and providing initial problem evaluation to End Users.

3.2  The parties agree to the Common Case Priorities as the basis for the
     classification of and adequate response to cases.

3.3  Licensor agrees to provide Case Remedy to SAP in accordance to the
     requirements set forth by the Common Case Priorities and in Section 5 of
     this Attachment. Both parties will use reasonable efforts to assist the
     other party in resolving the End User Cases in a prompt manner. In
     particular Licensor agrees to provide End Users directly with a Case Remedy
     when necessary to resolve the End User Cases in a prompt manner.

3.4  The parties agree that at least one technical support contract (Section 4.1
     of this Attachment) is available locally or remotely to assist the other
     party when needed. Based on the hours of support listed in Exhibit A
     (Regular Hours) and Exhibit H.


3.5  The parties agree that escalation contacts (Section 4.1 of this Attachment)
     will be available on a 24 hours, 7 days a week basis to handle emergency
     situations. (see escalation contact/pager contact in Exhibit 1).

3.6  With respect to different priority categories pursuant to the Common Case
     Priorities, Licensor agrees that priority 1 problems are handled 24x7 as of
     Q1, 2000, and all other priorities (2,3, and 4) during normal business
     hours.

3.7  Both parties agree on a problem transfer and escalation procedure worldwide
     for End User problems. Details are given in the Support Process Description
     in

<PAGE>   25
          Exhibit D hereto.  The procedure might be changed at any time on
          mutual agreement in accordance to the business plan (Section 4.3 of
          this Attachment) and business needs.

3.8       On SAP's reasonable request, licensor will send engineers to end-users
          site to resolve escalated end user cases. The engineers are highly
          skilled in Software Products and have a profound product knowledge in
          the integrated Software.

3.9       Licensor shall establish on-site resources in accordance to Section 6
          of this Attachment dependent on the business plan (Section 4.3 of this
          Attachment) and business requirements as mutually agreed, for best
          performance Case Remedy and Case Remedy of non-specific (gray zone)
          Cases. Establishing on-site resources requires to adapt the Support
          Process Description (Exhibit D hereto) accordingly.

3.10      Either party's support organization will ensure that the support
          personnel are trained on the other party's products in accordance to
          Section 7 of this Attachment.


3.11      Either party's support organization will use reasonable efforts in
          tracking any Case down to the level of investigation specified in
          Exhibit F before transferring the Case to the other party's support
          organization.

4.        OBLIGATION OF BOTH PARTIES

4.1       Each party will designate in Exhibit H hereto the names and contact
          information of the technical support departments and in Exhibit I the
          names and contact information of individuals within its respective
          support organization that will be providing technical support
          (technical support contacts) and escalation support (escalation
          contacts) to the other party. The contact information includes,
          without limitation, direct dial telephone/fax number, electronic
          access (Internet/WWW. user, password).  The designated contacts may be
          changed at any time by verbal notice to the other party confirmed in
          writing at least 10 business days prior to such changes.

4.2       Each party will designate in Exhibit I the names and contact
          information of the primary individuals responsible for facilitating
          communications between the parties. Each party may change such
          information at any time by written notice to the other party.

<PAGE>   26
4.3       The parties will set up a business plan which should include expected
          case load, breakdown of current issues, mean time to repair (mttr),
          mean time between failure (mtbf), engineering change policy and
          procedures, software release strategy, overall support strategy and
          locations of offices, subsidiaries and number of on-site engineers.
          The parties will review the business plan with special emphasize on
          numbers, quality of the dedicated personnel and resources, on a
          quarterly basis and will mutually agree on additional commitments as
          business circumstances require.

5.        SUPPORT LEVELS

5.1       The Common Case Priorities apply to the support of the Software
          Products.

5.2       In order to ensure SAP's support of Software Products toward End Users
          in compliance with the Common Case Priorities, Licensor agrees to
          respond to SAP in accordance with the times as shown in the table
          below. These are the times Licensor gives SAP feedback about the case
          acceptance (initial response time) and status of the solution process
          (update period).  Start time is the date and time of the case receipt
          by Licensor. If the case could not be solved in the time passed
          (update period), SAP will escalate the case within Licensor.
          Thereafter Licensor will use its best reasonable efforts to solve the
          case within the last period (response goal).




          Priority     Severity     Initial Response     Update period      Response goal
          --------     ---------    ----------------     -------------      -------------
                                                               
             1         very high       60 minutes           4 hours             2 days
             2         high             4 hours             1 day               4 days
             3         normal           8 hours             2 days              8 days
             4         Low             16 hours             4 days             16 days



          Priority 1,2,3,4,: hours and days are in support hours
          As of Q1, 2000, Priority 1 will be handled 24x7


6.        ON-SITE RESOURCE

          If found to be necessary, BackWeb will comply with Sections 3.8 and
          4.3 of this Attachment. Licensor will hire, train and send the agreed
          upon number of support engineer(s) to the designated SAP technical
          support department(s). Licensor's support engineer(s) is/are high
          skilled in the Software Products, with a support point of view, and
          have profound product knowledge in SAP's Software. The support
          engineer(s) will work at the SAP technical support department to

<PAGE>   27
          resolve End User Cases. The support engineer(s) will provide support
          in direct communication to End Users. SAP will provide the support
          engineer(s) with an office and all needed infrastructure, including
          network connection to Licensor's support organization. Licensor's
          support engineer(s) will get access to and may use SAP's support
          organization on SAP's discretion. On-Site resources will be funded by
          SAP and Licensor on a [*] basis of the cost based rate.  This will be
          mutually agreed, as required.

7.        TECHNICAL TRAINING

7.1       SAP and Licensor will train an adequate number of personnel of its
          technical support contacts in the other parties software product as
          needed due to the business plan, to handle the problem load and to
          fulfill the level of Case investigation specified in Exhibit F hereto.

7.2       Training sessions shall be provided by the technical support or
          education organizations of each party in the training facilities in
          which it generally provides such training or at such other location as
          the parties may mutually agree.  The content and scheduling of the
          training sessions shall be determined by the party providing the
          training and shall be substantially similar to the standard training
          session it provides to its own employees.

7.3       The recommended basic training courses for the SAP and Licensor
          technical support contacts both companies have mutually agreed on are
          specified in Exhibit G hereto. Basic training will be charged at
          standard rates for Licensor and SAP unless otherwise agreed. Licensor
          will provide initial basic training courses to at least two SAP
          technical support contacts at each SAP Support Center free of charge.

7.4       Each party (the "Training Party") agrees to allow certain technical
          support contacts of the other party (the "Trained Party") to
          participate in "On the Job Training" (OJT), for the Training Party's
          software products and at the Training Party's Support Site to be
          mutually agreed by the parties. Prior to the OJT the designated
          technical support personnel has successfully attended the recommended
          basic training (Section 7.3 of this Attachment) of has comparable
          skills. The Training Party will provide OJT by means of its support
          engineers that perform the function in the Support Site or such other
          location as the parties mutually agree.  The content and scheduling of
          OJT will be determined by the Training Party.

8.        TECHNICAL/SUPPORT INFORMATION DATABASES




[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

<PAGE>   28
18.1      Licensor posts technical information to its technical information
          database.

8.2       SAP posts the support knowledge in its support information database
          in the form of notes and Hot News.

8.3       Each party shall provide the other party free of charge the right to
          (a) access those portions of its technical/support information
          database that the other party determined, in its sole discretion, are
          reasonably necessary for the purpose of facilitating the resolution
          of specific End User Cases; and to (b) use such portions of the
          technical/support information database for the foregoing purpose.

8.4       Neither party may license, transfer, sell, lease, loan, distribute or
          otherwise provide the other party's technical/support information
          database, or any portion thereof, to any third party, unless expressly
          agreed to in writing in advance by the parties.

9.        TECHNOLOGY AND INFORMATION EXCHANGE

          Both parties will cooperate in providing automatic case transmission
          between either party's call management system. This includes the
          provision of interface specifications and implementation/test support.
          This statement does not constitute any commitment as to the
          responsibility for implementation costs of automatic case
          transmission.

10.       REVIEW MEETINGS

10.1      The parties will meet quarterly at a mutually agreed upon time and
          location to review and discuss the worldwide support performance
          pursuant to this Attachment.

10.2      On executive level both parties will meet during the SAP partner
          congress (special event, once a year) to discuss the strategic view of
          the support cooperation.

11.       COSTS, FEES AND EXPENSES

          Costs, fees and expenses are due as stipulated specifically in this
          Attachment B or generally in Attachment A. Otherwise, support services
          are free of charge to the other party.







<PAGE>   29
                                   Exhibit A:

                          Licensor Support Terminology


SUPPORT ORGANIZATION AND ASSIGNMENT OF TASKS
  o   Only available during technical support hours (Section 5.2 and Exhibit H)
  o   Product specific skills
  o   Primary tasks
  o   Respond to Cases where SAP was unable to find resolution
  o   Analyze dumps and configurations
  o   Reproduce problems
  o   Provide circumvention
  o   Secondary tasks
  o   Works closely with the development and quality assurance teams
  o   Provide code fixes to customers
Write notes describing customer fix

<PAGE>   30
                                   EXHIBIT B:

                            SAP Support Terminology


SUPPORT ORGANIZATION AND ASSIGNMENT OF TASKS

    o   LOCAL SUPPORT
    --  Country specific support
    --  Only available during business hours (prime shift)
    --  Generalist skills
    o   Primary Tasks
    --  Translation from customer native language to English
    --  Assign problem record to specific product component
    o   Secondary Tasks
    --  Search technical support database for known defects (i.e. notes or old
        cases)
    --  Check functionality of customers remote connection

    o   REGIONAL SUPPORT
    --  Located in the following regions:
    --  USA (Philadelphia): North- and South America
    --  Europe (Walldorf and Ireland); Europe, South Africa, Middle East
    --  Singapore: Southwest Asia and Pacific (Australia, New Zealand)
    --  Japan: Northeast Asia, Japan
    --  Worldwide coverage (Follow the Sun principal, covered by USA, Europe
        and Singapore)
    --  Product specific skills
    o   Primary Tasks
    --  Search technical support database for known defects (i.e. note or old
        cases)
    o   Secondary Tasks
    --  Check customizing
    --  Analyze dumps, write traces or traps, reproduce problems
    --  Provide circumvention
    --  Write notes describing customer fix

    o   DEVELOPMENT SUPPORT
    --  Located in Walldorf (Germany) and Palo Alto (USA)
    --  Available during business hours, callout on exception basis
    --  In depth product specific skills
    --  Provides code fixes to customers (Hot Packages)
    --  Works closely with, or may be a part of the development team

<PAGE>   31
        Identical problem situations in test systems will normally justify a
        priority that is one level lower than the equivalent priority in a
        production system.
<PAGE>   32
                                   EXHIBIT C:

                             Common Case Priorities

The End User himself defines the case priority/severity in accordance to the
following general rules.

o    Priority 1; Very high:

     A message with priority "very high" is justified when extremely serious
     interruptions in normal operations occur. Tasks that brook no delay
     whatsoever cannot be executed. This is caused by a complete crash of or by
     interruptions in main functions of the respective software product.

     The message requires immediate processing, as the breakdown can result in
     significant losses.

o    Priority 2; High:

     A message with priority "high" is justified when serious interruptions
     in normal operations occur. Important tasks cannot be performed. This is
     caused by a malfunctioning or unavailable function in the respective
     software product that is urgently required to deal with the current
     situation.

     The message requires quick processing, as a lasting malfunction could
     cause serious interruptions to all work in the production system.

o    Priority 3; Medium:

     A message with priority "medium" is justified when interruptions in normal
     operations occur. This is caused by a malfunctioning or unavailable
     function in the respective software product.

o    Priority 4; Low:

     A message with priority "low" is justified when only minor interruptions in
     normal operations occur. This is caused by a malfunctioning or unavailable
     function in the respective software product that is not required on a
     daily basis or not used regularly.

o    Classification of Test Systems:
<PAGE>   33
     Identical problem situations in test systems will normally justify a
     priority that is one level lower than the equivalent priority in a
     production system.
<PAGE>   34
                                   EXHIBIT D:

                          SUPPORT PROCESS DESCRIPTION

1.   PROCESS DESCRIPTION

1.1  SAP's support organization shall be solely responsible for receiving Cases
     and providing Initial problem evaluation to End Users. Before transferring
     the case to Licensor, SAP will make reasonable efforts to track any case
     down to the level of investigation specified in Exhibit F. If SAP is
     unable to resolve the problem in a timely manner, SAP will initially
     contact the designated technical support department(s), and, if needed,
     the technical support contact(s) of Licensor.

1.2  SAP will supply the technical support department/contact with the required
     End User information specified in Exhibit E. Licensor's technical support
     department/contact will then use reasonable efforts to provide SAP with a
     Case Remedy that is satisfactory to the End User in accordance with the
     applicable priority category of the Common Case Priorities. Licensor agrees
     to provide End Users directly with a Case Remedy when necessary to resolve
     the End User Cases in a prompt manner.

1.3  Each party shall respond to and use reasonable efforts to resolve End User
     Cases in a prompt manner. The solving party will inform the other of the
     final resolution to achieve a Case closure. The decision on whether and
     when a Case is successfully resolved and can therefore be closed is done
     by the End User. Each party acknowledges that, despite a party's
     reasonable efforts, not all problems may be solvable.

2.   ESCALATION OF END-USER PROBLEMS

2.1  The escalation procedure ("escalation") will be followed if either party
     believes a Case requires additional attention by the other party to
     resolve the problem. The escalation process is mainly in progress when a
     technical problem situation arises, however, solution of this problem
     requires non technical support for solving it. Escalation is triggered by
     high levels of End User anxiety when either case occurs:

<PAGE>   35
(a)  A case remedy leads to a not satisfactory End User solution by either party
     involved:

(b)  SAP concerns about the solution given by Licensor (or v.v.);

(c)  the End User who reported the original case is dissatisfied with a given
     solution and comes back to SAP.

2.2  For direct escalation, either party's escalation contact or support
     engineer may call the other party's escalation contact or support engineer
     to start a case escalation. Once a party requests escalation a mutual
     action plan will be developed which defines steps, to resolve End User
     problem. The steps are at minium:

(a)  address resources or increase them if already addressed, and

(b)  define responsibilities for each action, and

(c)  expected completion date and time of each action, and

(d)  contingency/next steps if desired results are not achieved.

2.3  This action plan will be modified by mutual agreement among the designated
     contacts whenever the situation requires.

2.4  When the End User states the problem is resolved or the situation no longer
     requires escalation, the escalation is closed. Each party will exchange
     with the other party the final reports summarizing the actions taken and
     results of these actions, likelihood of problem recurrence and recommended
     future actions.

2.5  A review of the case will be provided for the End User at the End User's
     request or upon the request of SAP.
<PAGE>   36

                                   EXHIBIT E:

                         REQUIRED END USER INFORMATION


SAP REQUIRED END USER INFORMATION

o  End User Name

o  Company Name/Address

o  End User Telephone Number

o  SAP Contract Number (i.e. customer number, installation number)

o  R/3 Release, Database Type and Release, Operating-System-type

o  System type (Production, Test system)

o  Description of Problem

o  Name and local Phone Number of Respective Licensor

o  Technical Contact Transferring the Call

o  Case number of End Users Incident in Licensor call tracking system


LICENSOR REQUIRED END USER INFORMATION:

o  End User Name

o  Company Name/Address

o  End User Telephone Number

o  Description of Problem

o  System type (Production, Test system)

o  SFA Release, Database Type and Release, Operating-System-type, BackWeb
   configuration details and version number

o  Name and Local Phone Number of Respective SAP Technical Contact Transferring
   the Call

o  Case number in SAP's call tracking system
<PAGE>   37
                                   EXHIBIT F


                             Level of investigation

SAP will provide the initial problem evaluation through SAP Support. The SAP
Support will make a determination of whether a Case is due to a problem with the
integration or the Software Products. If the Case appears to be due to incorrect
installation of the Software Products, due to a defect in the Software Products'
modules of integration, due to use of Software Products, or due to a defect in
Software Products, the SAP Support will refer the Case to Licensor.

If available the SAP Support will include specific identification of the cause
of the problem where possible and providing test cases of same, to the extent
practicable in the circumstances.

<PAGE>   38
                                   EXHIBIT G:

                           RECOMMENDED BASIC TRAINING

SAP Training Requirement



--------------------------------------------------------------------------------
                                                    
BackWeb Overview            Feature/Functionality          Call Center - General
                            understanding
--------------------------------------------------------------------------------
BackWeb                     Server set up and              Technical Support
 Administration             administration; problem
                            resolution - scripting;
                            integration exp.
--------------------------------------------------------------------------------


BackWeb Training Requirement

o    SAP Mobile Sales product overview

o    SAP Mobile Sales product technical training - installation details,
     configurations, communication, database, etc.

o    Integration details - how BackWeb and SAP Mobile sales have been
     integrated

<PAGE>   39
                                   EXHIBIT H:

                                  DEPARTMENTS



-------------------------------------------------------------------------------------------------------------
                                                      SAP
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
                                                                                   
   Europe           Mo-So: 8:00-         +49 180/5343431
                                                                       Neurottstrasse
   Europe           18:00 CET            +49 180/5343436 Prio 1        69190 Walldorf, Germany
  Middle-                                +49 180/5343430 (FAX)         Tel. +49-6227-747474
East, Africa
-------------------------------------------------------------------------------------------------------------
    USA             Mo-Fr: 14:00-        +1 800 677 7271
  Americas          24:00 CET:           (only inside USA)             3999 West Chester Pike
                    Sa-So: 18:00-        +1 610 355-5821               Newton Square, PA 19073
                    02:00 CET            +1 610 355-3106 (FAX)
-------------------------------------------------------------------------------------------------------------
 Singapore          Mo-So: 1:00-         +65 2491-700                  750A Chai Chee Road
    Asia            8:00- CET            +65 2491-718 (FAX)            7th Floor Chai Chee Industrial
  Pacific                                                              Park
 Australia                                                             Singapore
 not Japan
-------------------------------------------------------------------------------------------------------------
   Japan            Mo-Fr: 8:00-         +51 120-33-2909               Time24
   Japan            18:00 Japan          +51     120-33-2903 (FAX)     45 Aomi, 2-chrome, Koto-Ku
   Korea                                                               J-Tokyo 135-73, Japan
-------------------------------------------------------------------------------------------------------------



-------------------------------------------------------------------------------------------------------------
                                              BACKWEB
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
    USA             7:00 a.m.-6:00 p.m.  408-533-1702                  2077 Gateway Place    2nd tier support
 Worldwide          Monday-Friday                                      Suite 500
  support           (excluding                                         San Jose, CA
                    scheduled BackWeb                                  95110
                    holidays)
-------------------------------------------------------------------------------------------------------------
   EUROPE           7:00 a.m.-5:00 p.m.  TBA, Q2, 99                   TBA                   2nd tier support
 Worldwide          Monday-Friday
  support           (excluding
                    scheduled BackWeb
                    holidays)
-------------------------------------------------------------------------------------------------------------

<PAGE>   40
                                   EXHIBIT I:

                                    CONTACTS





-------------------------------------------------------------------------------------------------------------
                                               SAP
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
                                                                               
Americas       Escalation          Mark Moeller        +1 610 355 3350     mark-moeller@sap-
               Contact                                 Pager: 800-370-     ag.de
-------------------------------------------------------------------------------------------------------------
Europe         Escalation          Hirsch, Karola      +49-6227-7-         karola-hirsch@sap-
               Contact                                 43393               ag.de
-------------------------------------------------------------------------------------------------------------
Europe         Manager             Juergen Viehl       +49-6227-7-         juergen.viehl@sap-
               MM Support                              45435               ag.de
-------------------------------------------------------------------------------------------------------------
Corporate      Support             Schneider,          +49-6227-7-         hans-               Primary
               Cooperation         Haris-Ludwig        44638               ludwig-schneider    Communication
               Manager                                                     @sap-ag.de          Contact
-------------------------------------------------------------------------------------------------------------
Corporate      Central             Walner,             +49-8227-7-         friedrich-walner   Escalation
               Customer            Friedrich           45123               @sap-ag.de         Management
               Escalation                                                                     Team
-------------------------------------------------------------------------------------------------------------


-------------------------------------------------------------------------------------------------------------
                                              BACKWEB
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
Coporate       Service             Kathy Neri          +1 409-933-1702     Kneri@backweb.com  Primary
               Contact                                 +1 408-933-1755                        communication
                                                       Pager: 1-877-855-                      contact
                                                             7243
-------------------------------------------------------------------------------------------------------------
Europe         Service             TBA - Q2,99         TBA                                    Primary
               Contact                                                                        communication
                                                                                              contact
-------------------------------------------------------------------------------------------------------------
Corporate      Escalation          Marg                +1 408-833-1722     marg@backweb.com   Escalation
                                   Vallaricourt                                               management
-------------------------------------------------------------------------------------------------------------