Sample Business Contracts

R/3 National Logo Partner Agreement [Addendum] - SAP America Inc. and Intelligroup inc.

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                             EFFECTIVE JUNE 7, 2000
                            EFFECTIVE APRIL 29, 1997

This Addendum is hereby  annexed to and made a part of the  Agreement  specified
above. In each instance in which  provisions of this Addendum  contradict or are
inconsistent  with the  provisions  of the  Agreement,  the  provisions  of this
Addendum  shall  prevail  and  govern,  and  the  contradicted  or  inconsistent
provisions of the Agreement shall be deemed amended accordingly.

I.    WHEREAS,  Partner  desires to become  a  Partner - Services  by
      meeting the performance criteria established by SAP.

II.   WHEREAS,  SAP  desires  to offer  the  opportunity  to Partner to  achieve
      such status, subject to the terms below.

III.  NOW THEREFORE, SAP and Partner, agree as follows: Partner - Services

          1.   SAP hereby grants Partner the right to identify  itself  publicly
as a  Partner - Services  during the term of this  Addendum and for so
long as Partner complies with SAP's then-current criteria for participation as a Partner - Services.

          2.   SAP's current criteria for participation as a Partner -
Services are as follows:

               a) Partner  must comply with all  elements of Sections 4 and 5 of
the  Agreement.  For the Purposes of this  Addendum,  "Software"  and  "Software
Products",  as defined in the  Agreement,  shall include the  suite of

               b)  Partner  shall  adhere  to  data  reporting  requirements  as
established by SAP,  including  status  information  on all  projects,
Partner's  information  maintained in the SAP Partner  Database,  and surveys of
Partner's satisfaction with SAP field and alliance management.

               c) Partner shall commit to a minimum  certification  level within
Partner's organization of 70% certification of delivery consultants,  defined as
certification  on current  production  releases of for the  functional
components which individual consultants support.

               d)  Partner   shall  support  SAP   implementation   and  support
methodologies including AcceleratedSAP, project Quality Assurance checks by SAP,
and the ValueSAP lifecycle.

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               e) Partner shall conduct quarterly alliance  performance  reviews
and business planning updates.

          3.   Any  Partner   materials   shall  be  considered   SAP
Confidential and/or Proprietary Information as defined in the Agreement.

          4.   Upon compliance with the terms of this Addendum, Partner shall be
authorized to represent itself as an authorized  "  Partner - Services"
and to display the " Partner - Services" logo ("Logo"),  subject to the
provisions of Section 5 below. Partner's failure to comply with the terms of the
Addendum  shall result in  termination  of the Addendum,  unless such failure is
cured to SAP's reasonable satisfaction within thirty (30) days of written notice
of such failure.

          5.   Partner shall use the  " Partner - Services"  Logo  only
with the  services  rendered  by Partner in  accordance  with the  guidance  and
directions  furnished to the Partner by SAP,  from time to time,  but always the
quality of the services associated with the Logo shall be satisfactory to SAP or
as  specified  by it. SAP shall be the sole judge of whether or not the  Partner
has met or is meeting the standards of quality.

               a) Partner will permit duly authorized  representatives of SAP to
audit the uses of the Logo by the Partner,  for the purpose of  ascertaining  or
determining compliance with the provisions of this Addendum.

               b) Nothing in this Agreement  grants to either party the right to
use or display any other names, trademarks,  trade names, logos or service marks
of the other party,  except to identify the products and associated services and
deliverables  of the  other  party  to the  extent  obligations  are  undertaken
pursuant to this Agreement.  Except in the case of correspondence  and proposals
issued in the ordinary  course of  business,  each party agrees to submit to the
other party for written prepublication  approval, any materials which may use or
display  any name,  trademark,  trade  name,  logo or service  mark of the other
party.  Notwithstanding the foregoing, nothing contained in this Agreement shall
affect either party's  rights and  obligations  to use any  trademarks,  service
marks or  proprietary  words or symbols of the other party to properly  identify
the goods or services of such other party to the extent  otherwise  permitted by
applicable law or by written agreement between the parties.  When using the Logo
under this Agreement,  Partner undertakes to comply  substantially with all laws
pertaining  to  logos in force  at any  time in the  Territory.  This  provision
includes compliance with marking requirements.

               c)  The  right   granted  in  this  Section  5  hereof  shall  be
nonexclusive and shall not be transferable  without SAP's prior written consent,
and SAP shall have the right to use the Logo and to license its use to any other
designee in the Territory. The license herein granted shall not be assignable or
transferable in any manner  whatsoever,  nor shall the Partner have the right to
grant any sublicenses, except by prior written consent of SAP.

               d) SAP assumes no liability  to Partner or to third  parties with
respect to the performance  characteristics  of the services rendered by Partner
under the Logo, and the Partner shall  indemnify SAP against losses  incurred to
claims of third parties against SAP involving sale or provision of the Partner's
services,  including  its and its  employees'  and agents'  acts or omissions in
furtherance thereof.

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               e) Partner acknowledges SAP's exclusive right, title and interest
in and to the Logo and any copyright  registration that have issued or may issue
thereon,  and  will  not at any  time do or  cause  to be done  any act or thing
contesting  or in any way  impairing  or tending to impair  part of such  right,
title and interest.  In connection with the use of the Logo, neither Partner nor
any other  party  hereto  shall in any  manner  represent  that he or it has any
ownership in the Logo or registrations thereof, and all parties acknowledge that
use of the Logo shall inure to the benefit of the  Partner.  On  termination  of
this  Addendum or the  Agreement  for any reason,  Partner will cease and desist
from  all use of the  Logo in any way and will  deliver  up to SAP,  or its duly
authorized representatives, all material and papers upon which the Logo appears,
and furthermore,  Partner will not at any time adopt or use, without SAP's prior
written consent,  any word or mark which is likely to be similar to or confusing
with the Logo.  Partner's failure to comply with the terms of the Addendum shall
result in  termination  of the  Addendum,  unless such failure is cured to SAP's
reasonable  satisfaction  within  thirty  (30)  days of  written  notice of such

IV.   Term of this Addendum.

          1.   This Addendum shall have a term expiring  December 31, 2000,  and
shall  automatically  renew for successive one-year periods unless terminated in
accordance with Sub-Sections (2) or (3) below.

          2.   Notwithstanding  the  above,  either  party  may  terminate  this

               a) In  accordance  with the  provisions of Section 7.a) and b) of
the Agreement at the end of a term;

               b) Upon a determination by SAP that Partner is offering potential
customers  other  products  that  are in  competition  with any SAP  product  or
solution; Partner expressly waives any claim to damages arising from termination
on this ground;

               c) Upon thirty (30) days'  prior  written  notice in the event of
material  breach of a material  provision  of this  Addendum by the other party,
except that the party in breach shall have the right, during that 30-day period,
to cure the claimed breach or default; or

               d)  Immediately  upon  prior  written  notice if there is:  (i) a
consolidation,  merger or reorganization of the other party with or into another
corporation or entity; (ii) creation of a new majority interest in, or change in
majority  ownership of, the other party; (iii a sale of all or substantially all
of the  assets  of the  other  party;  or (iv) a breach  of the  confidentiality
provisions as specified in Section 10 of the Agreement.

          3.   Upon any termination of this Addendum:

               a)  each  party  shall,  within  ten  (10)  business  days  after
termination  is  effective,  return to the other party or dispose of as mutually
agreed all advertising materials and other properties, including all Proprietary
Information, furnished to it by the other party pursuant to this Addendum and so
certify in writing;

               b) within ten (10) business days after  termination is effective,
Partner  shall  promptly  return all  products and related  materials
including all copies thereof to SAP, or as the case may be, delete all
products and related Proprietary

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Information from Partner's  hardware,  including binary or other resulting files
(if any), and erase all products and related  Proprietary  Information
from any storage media before discarding such, and so certify in writing;

               c)  Partner  shall not hold  itself out as a  participant  in the Partner - Services Program; and

               d) both parties shall cease acting in a manner that would suggest
any  continuing  relationship  between the  parties  regarding  SAP's
products,  and shall cease all display and advertising  contemplated  under this

          4.   Termination of this  Addendum  shall not  impact  upon any active
engagements in process prior to such termination.

V.   Except as  specifically  modified  herein,  all terms and conditions of the
     Agreement  shall be  applicable  to this  Addendum  and the subject  matter

IN WITNESS  WHEREOF and intending to be legally  bound,  the parties have caused
this Agreement to be signed by their authorized  representatives  as of the date
shown above.

SAP America, Inc.                        INTELLIGROUP, INC.

(SAP)                                    (Partner)

By:   /s/ Cheryl C. Groover              By:   /s/ Arjun Valluri
      -----------------------------            --------------------------------

Title:  Vice President                   Title: Chairman & CEO
      -----------------------------            --------------------------------

Date:    8/8/00                          Date:
      -----------------------------            --------------------------------

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