Software License and Distribution Agreement [Amendment No. 1] - BackWeb Technologies Ltd. and SAP AG
AMENDMENT ONE
TO THE
SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT
FOR EMBEDDED PRODUCTS
BETWEEN
SAP AG
AND
BACKWEB TECHNOLOGIES LTD.
This document ("Amendment One") amends the Software License and Distribution
Agreement between SAP AG. ("SAP") and BackWeb Technologies Ltd. ("BackWeb")
dated March 17, 1999 and all amendments and addenda thereto (the "Agreement").
The parties hereby agree to amend the Agreement as follows:
1. Delete Section 1.7, restate it in its entirety as follows:
""Not for Distribution Use" or "NDR" shall mean use of the Software
Products for SAP or Applicable Entities including Consulting Partners of
SAP or Applicable Entities, for demonstrations to prospects and internal
personnel of such entities and use of the Software Products embedded in
the SAP Software for SAP or Applicable Entities for restricted trials by
such prospects, such trials shall be restricted to non-productive use
and not to exceed 180 days."
2. In Section 5.3, add the following new paragraph at the end of such
Section:
"BackWeb is informed by SAP that SAP intends to adopt a new or
alternative licensing model under which SAP will license its customers
to use the entire suite of SAP's products or modules for the applicable
licensed users. Under such license model, it is projected that only a
certain percentage of a licensee's licensed users will use the SAP
Software, but SAP will not limit usage of the SAP Software. In the event
that SAP uses such a license model for a customer, SAP shall use its
best efforts to determine (i) the initial actual number of Mobile Named
Users or (ii) a reasonable estimation of the number of Mobile Named
Users who will be using the SAP Software within two years from starting
with productive usage of the SAP Software. SAP shall report such actual
and estimated number of Mobile Named Users as set forth in this Section.
Fees shall be due and payable to BackWeb based on the actual or
estimated number of Mobile Named Users. For the avoidance of doubt,
BackWeb and SAP agree that a mobile sales and/or a mobile service user
is to be counted only as one (1) Mobile Named User. Thereafter, SAP
shall review the deployment or usage of the SAP Software with each such
licensee every twelve months after two years from starting with
productive usage. SAP shall adopt usage, tracking, and monitoring
procedures to ensure accurate measurement of actual or deployed Mobile
Named Users. SAP shall also report to BackWeb any recognized increase in
the number of actual or deployed Mobile Named Users from the number of
Mobile Named Users previously reported to BackWeb. SAP shall be
obligated to pay additional fees as specified in this Agreement based on
the increased numbers of Mobile Named Users reported to BackWeb. The
parties agree to discuss in good faith the terms of this paragraph every
six (6) months."
Subject to the modifications herein, the Agreement shall remain in full force
and effect.
The Effective Date of this Amendment One is 9 June, 2000.
SAP AG BACKWEB TECHNOLOGIES LTD.
By: /s/ Henning Kagermann By: /s/ Gwen Spertell
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Name: Prof. Dr. Henning Kagermann Name: Gwen Spertell
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Title: Co-Chairman and CEO Title: SVP
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By: /s/ Karl-Heinz Hess
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Name: Karl-Heinz Hess
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Title: Extended Executive Board
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