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International Electronic Commerce Provider Agreement [Amendment No. 2] - Sterling Commerce International Inc. and Satyam Infoway Ltd.

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                                AMENDMENT 2 TO
             INTERNATIONAL ELECTRONIC COMMERCE PROVIDER AGREEMENT
                            Dated February 14, 1997
                                    between
                     Sterling Commerce International, Inc.
                          and Satyam Infoway Limited

1.   Introduction.  Sterling Commerce International, Inc. ("Sterling Commerce")
     ------------
and Satyam Infoway Limited ("Company"), entered into an International Commerce
Provider Agreement dated February 14, 1997 ("Agreement"), attached as Exhibit A.
Company now desires to obtain the right to use the EC Technology, and to market,
provide, sublicense, install, facilitate, maintain and support the EC Offerings,
within Australia under the same terms and conditions as the Agreement, except as
set forth in this Amendment 2.  For good and valuable consideration, including
the payments provided for herein, Sterling Commerce is willing and through its
affiliate, Sterling Commerce (Australia) Pty Limited ("Sterling Australian
Affiliate") to grant Company the rights set forth herein, subject to the
following terms and conditions.

This Amendment 2 applies only to the Territory of Australia and does not alter
or amend Company's or Sterling Commerce's rights and obligations under the
Agreement.  Terms defined in the Agreement shall have the same meaning in this
Amendment 2, unless otherwise defined herein.

1.1  Company.  Company may assign its rights and obligations under this
     -------
Amendment 2 with respect to Australia (the "Assignment") to an affiliate company
controlled by Company ("Company Australian Affiliate"); provided that the
Company Australian Affiliate shall assume such obligations in writing in a form
reasonably acceptable to Sterling Commerce, and Company shall remain obligated
under the Agreement and such amendment.  For purposes of this Amendment 2, the
term "Company" in the Agreement shall mean Company Australian Affiliate, except
as otherwise set forth in this Amendment 2.

1.2  Sterling Commerce.  For purposes of this Amendment 2, the term "Sterling
     -----------------
Commerce in the Agreement shall mean Sterling Australian Affiliate.  The
collective reference to Sterling Commerce notwithstanding, Sterling Commerce BV
shall be responsible for those obligations which relate to Company's rights
within India, and Sterling Commerce (Australia) Pty Limited shall be responsible
for those obligations which relate to Company's and Company Australian
Affiliate's within Australia.

1.3  Territory.  "Territory" mean Australia.
     ---------

1.4  Exclusivity.  The exclusivity provisions, including Exclusivity Payments,
     -----------
shall apply to this Amendment 2 per this Agreement.

1.5  Australian Terms And Conditions.  For purposes of this Amendment 2, the
     -------------------------------
numbered provisions set forth in Exhibit B shall supersede and entirely replace
provisions in the Agreement with the same section number.

2.   Company Australian Affiliate's Obligations.  Following the Assignment,
     ------------------------------------------


-----------------------
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as *****. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.
<PAGE>

Company Australian Affiliate agrees to be bound by the applicable terms and
conditions of this Amendment 2 and the Agreement, and Sterling Commerce shall
have the right to enforce this Amendment 2 directly against Company Australian
Affiliate.

3.   Company's Obligations.
     ---------------------

3.1  Warranty.  Company represents and warrants to Sterling Commerce that it
     --------
has, and during the term of this Amendment 2 and any additional term, it will
continue to have, the power and authority to control Company Australian
Affiliate's compliance with the applicable terms and conditions of this
Amendment 2 and the Agreement and that it will exercise such control to require
that the Company Australian Affiliate adhere to the terms and conditions of this
Amendment 2 and Agreement in all respects.

3.2  Indemnity.  Company shall hold harmless and indemnify Sterling Commerce
     ---------
from and against any loss, cost, damage, liability or expense arising out of the
use or access to the EC Offerings or EC Technology by Company Australian
Affiliate. This section will not be construed to limit or exclude any other
claims or remedies which Sterling Commerce or the Sterling Commerce Affiliates
may assert under the Agreement, this Amendment 2, or by law. This Section 3 will
survive termination of the Agreement or of this Amendment 2.

4.   Obligations of Both Company and Company Australian Affiliate.
     ------------------------------------------------------------

4.1  Minimum Payments.  In addition to the Minimum Payments specified in Exhibit
     ----------------
F of the Agreement, the Minimum Payments associated with the additional grant
provided under this Amendment 2 shall be as specified in Exhibit C, attached
hereto.

4.2  Fees/Payment.  The fees and payment obligations for this additional grant
     ------------
shall be as specified in Exhibit D. Company and Company Australian Affiliate
shall jointly and severally liable for any payment obligation incurred by
Company Australian Affiliate pursuant to this Amendment 2. Company shall, in the
first instance, be responsible for making any such payments, and Sterling
Commerce will send all bills, invoices, and other requests for payment to
Company. If Company breaches its payment obligations under this Amendment 2,
Sterling Commerce may immediately assert against either Company or Company
Australian Affiliate, jointly or individually, any claims or remedies that it
may assert under the Agreement, this Amendment 2, or by law, without first
exhausting its remedies against the other.

4.3  Breach by Company or Company Australian Affiliate.  Sterling Commerce and
     -------------------------------------------------
the Sterling Commerce Affiliates will have the right to assert against the
Company or Company Australian Affiliate for any breach of the provisions of this
Amendment 2 in their respective territories any claims or remedies that Sterling
Commerce or the Sterling Commerce Affiliates may assert under the Agreement,
this Amendment 2, or by law.

5.   Sterling Commerce's Rights and Obligations.
     ------------------------------------------
<PAGE>

5.1  Performance.  Except as otherwise provided herein, Sterling Commerce shall
     -----------
be deemed to have fulfilled any obligation under the Agreement or this Amendment
2 with respect to both Company and Company Australian Affiliate ("Company
Parties") when it has performed such obligation with respect to either Company
Party.  If either Company Party accepts performance by Sterling Commerce under
the Agreement or this Amendment 2, such acceptance shall constitute acceptance
on behalf of both of the Company Parties.

6.   Equipment Required.  The equipment required for the performance of Company
     ------------------
Australian Affiliate obligations under this Amendment 2 shall be as specified in
Exhibit E.  Further, such equipment shall be deemed included in the defined term
"Designated CPU" of the Agreement.

7.   Obligations Regarding Office Space.  Sterling Commerce shall make available
     ----------------------------------
to Company reasonable office space in Sterling Commerce's regional offices in
Australia, where such space is reasonably available and under leases in which
Sterling Commerce is the sole tenant for such occupied premises.  Company shall
pay Sterling Commerce for any direct expenses associated with its occupancy
which exceeds one hundred fifty dollars ($150 USD) a month.


<PAGE>

8.  Implementation Assistance. Sterling Commerce will assist Company (a) to
    -------------------------
develop an implementation schedule and (b) to implement the EC Technology
provided under this Amendment 2. Such schedule shall not exceed twelve (12)
months form the date this Amendment 2 is accepted by both parties.

9.  Entire Agreement. This Amendment 2 and its Exhibits constitute the complete
    ----------------
and entire statement of all terms, conditions and representations of the
agreement between Sterling Commerce and Company with respect to its subject
matter and supersedes all prior agreements, or oral or written, with respect to
the subject matter hereof.


     Satyam Infoway (Private)                     Sterling Commerce
            Limited                               International, Inc.
           ("Company")                           ("Sterling Commerce")

By                                 By
      ---------------------------        ------------------------------------
Print                              Print
      ---------------------------        ------------------------------------
Title                              Title
      ---------------------------        ------------------------------------
Date                               Date
      ---------------------------        ------------------------------------


                                            Sterling Commerce (Australia)
                                                      Pty Limited
                                           ("Sterling Australian Affiliate")
                                   By
                                         ------------------------------------
                                   Print
                                         ------------------------------------
                                   Title
                                         ------------------------------------
                                   Date
                                         ------------------------------------
<PAGE>

                                   EXHIBIT A

                                   Agreement
<PAGE>

                                   EXHIBIT B

             STERLING COMMERCE TERMS AND CONDITIONS FOR AUSTRALIA

For purposes of this Amendment 2, the following sections of the Agreement shall
be amended as follows:

A.   Section 3.13, add the following paragraphs at the end of this section:
     ------------

     "If the period of restraint after the expiry of the term or termination of
     this Agreement referred to in (i) above is held by a Court of competent
     jurisdiction to be unenforceable, it shall be reduced to a period of (a)
     nine (9) months, or (b) if the period of restraint in (a) is held by a
     Court of competent jurisdiction to be unenforceable, it shall be reduced to
     a period of six (6) months, or (c) if the period of restraint in (b) is
     held by a court of competent jurisdiction to be unenforceable, it shall be
     reduced to a period of three (3) months, or (d) if the period of restraint
     in (c) is held by a Court of competent jurisdiction to be unenforceable, it
     shall be reduced to a period of one (1) month.

     If the period of restraint after the termination of this Agreement pursuant
     to a Buy-Out Option referred to in (ii) above is held by a Court of
     competent jurisdiction to be unenforceable, it shall be reduced to a period
     of (a) two (2) years, or (b) if the period of restraint in (a) is held by a
     Court of competent jurisdiction to be unenforceable, it shall be reduced to
     a period of one(1) year, or (c) if the period of restraint in (b) is held
     by a Court of competent jurisdiction to be unenforceable, it shall be
     reduced to a period of nine (9) months, or (d) if the period of restraint
     in (c) is held by a Court of competent jurisdiction to be unenforceable, it
     shall be reduced to a period of six (6) months, or (e) if the period of
     restraint in (d) is held by a Court of competent jurisdiction to be
     unenforceable, it shall be reduced to a period of three (3) months, or (f)
     if the period of restraint in (e) is held by a Court of competent
     jurisdiction to be unenforceable, it shall be reduced to a period of one
     (1) month.

     If this Section 3.13 or any part of it be held invalid or unenforceable for
     any reason, that Section or part will be deemed eliminated or modified to
     the extent necessary to make the remainder of this Agreement and that
     Section or part enforceable or reasonable, provided that the parties to
     this Agreement may negotiate a valid and enforceable provision in
     replacement of the invalid or unenforceable provisions."

B.   Section 4.7,   insert the following text at the end of this section:
     -----------
     "Notwithstanding the foregoing, Company shall provide all first level
     support services, as defined in this Section 4.7, to Company Australian
     Affiliate (as defined in Amendment 3 to this Agreement) and its respective
     Company Customers with respect to the EC Technology and EC Offerings."

C.   Section 5.5, replace the second sentence in its entirety with the following
     -----------
     text:

     "Subject to the above, all amounts payable by Company to STERLING




<PAGE>

     COMMERCE under this Agreement are exclusive of any shipping and handling
     charges, and tax (including, without limitation, any goods and services,
     sales or value-added taxes), duties, customs charges, levy or similar
     governmental charge that may be assessed by any jurisdiction, whether based
     on gross revenue, the delivery, possession or use of the EC Technology, the
     EC Products, or the acceptance of any services by Company, the execution or
     performance under this Agreement or otherwise."

D.   Section 6.5, replace in its entirety with the following text:
     -----------

     SECTION 6.5: TO THE FULL EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY
     PROVIDED IN THIS SECTION 6 AND SECTION 7 BELOW, BUT SUBJECT ALWAYS TO
     SECTION 6.6, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND
     GUARANTEES WITH RESPECT TO THE EC PRODUCTS, THE EC SUPPORT SERVICES, THE EC
     TECHNOLOGY, AND ANY OTHER SERVICES AND PRODUCTS OFFERED OR PERFORMED BY
     STERLING COMMERCE OR ANY OF ITS AFFILIATED COMPANIES OR ITS OR THEIR
     LICENSORS THAT POSSESS ANY PROPRIETARY INTEREST IN THE EC OFFERINGS OR EC
     TECHNOLOGY OR ANY COMPONENT THEREOF (COLLECTIVELY, "THIRD PARTY OWNERS")
     UNDER THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM,
     PRIOR ORAL OR WRITTEN STATEMENTS BY STERLING COMMERCE, ITS EMPLOYEES OR
     REPRESENTATIVES OR BY ANY THIRD PARTY OWNER OR OTHERWISE (INCLUDING, BUT
     NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR
     PURPOSE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.

     6.6 Mandatory Warranties and Conditions. IF THE EC TECHNOLOGY OR EC
     OFFERINGS AND/OR ASSOCIATED DOCUMENTATION PROVIDED ARE SUBJECT TO THE
     MANDATORY WARRANTIES AND CONDITIONS OF THE TRADE PRACTICES ACT 1974 (THE
     "ACT") OR ANY OTHER APPLICABLE LAW (COLLECTIVELY, THE "LAW"), AND IF THE
     LAW PROHIBITS THE EXTENT TO WHICH STERLING COMMERCE AND THE THIRD PARTY
     OWNERS CAN EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF THE LAW OR THEIR
     LIABILITY FOR BREACH OF THOSE WARRANTIES OR CONDITIONS, THE LIABILITY OF
     STERLING COMMERCE AND/OR THE THIRD PARTY OWNERS FOR BREACH OF ANY SUCH
     CONDITION OR WARRANTY (OTHER THAN A CONDITION OR WARRANTY IMPLIED BY
     SECTION 69 OF THE ACT) WILL BE LIMITED, AT THE OPTION OF STERLING COMMERCE
     AND/OR THE THIRD PARTY OWNER, TO (A) IN THE CASE OF GOODS, ANY ONE OR MORE
     OF THE FOLLOWING (i) THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF
     EQUIVALENT GOODS; (ii) THE REPAIR OF THE GOODS; (iii) THE PAYMENT OF THE
     COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR (iv) THE
     PAYMENT OF THE COST FOR HAVING THE GOODS REPAIRED; OR (B) IN THE CASE OF
     SERVICES (i) TO SUPPLY THE SERVICES AGAIN; OR (ii) THE PAYMENT OF THE COST
     OF HAVING THE SERVICES SUPPLIED AGAIN.
<PAGE>

     6.7 Non-exclusion. NOTHING IN SECTIONS 6, 7 AND 8 IS INTENDED TO EXCLUDE,
     RESTRICT OR MODIFY THE APPLICATION OF ANY FEDERAL OR STATE LAWS (INCLUDING
     THE ACT) THAT MAY LIMIT THE RIGHT OF STERLING COMMERCE, ITS EMPLOYEES AND
     REPRESENTATIVES AND/OR THE THIRD PARTY OWNERS TO EXCLUDE, RESTRICT OR
     MODIFY THEIR LIABILITY IN THE MANNER SET OUT ABOVE."

E.   Section 8.1, replace this section in entirety with the following text:
     -----------
     "SECTION 8.1: TO THE FULL EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES
     WILL STERLING COMMERCE AND/OR THE THIRD PARTY OWNERS BE LIABLE FOR ANY
     CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, SUCH DAMAGES OR
     PROFITS BASED ON CLAIMS OF COMPANY OR COMPANY CUSTOMERS (INCLUDING, BUT NOT
     LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF THE
     EC PRODUCTS, THE EC TECHNOLOGY, ANY EC SUPPORT SERVICES OR ANY OTHER
     PROVIDED SERVICES HEREUNDER, INTERRUPTION IN USE OR AVAILABILITY OF DATA,
     STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS). IN NO EVENT WILL THE
     AGGREGATE LIABILITY WHICH STERLING COMMERCE, ITS EMPLOYEES AND
     REPRESENTATIVES AND/OR THE THIRD PARTY OWNERS MAY INCUR IN ANY ACTION OR
     PROCEEDING EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO STERLING COMMERCE BY
     COMPANY FOR THE SPECIFIC EC OFFERING OR ANY OTHER SERVICES PROVIDED
     HEREUNDER THAT DIRECTLY CAUSED THE DAMAGE. ANY LIMITATION OF LIABILITY
     INCLUDED IN THIS AGREEMENT SHALL NOT APPLY IF THE DAMAGE WAS CAUSED AS A
     RESULT OF STERLING COMMERCE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT."

F.   Section 10.2, insert the following text after the first sentence:
     ------------
     "Except for the right to use the Marks granted under this Section 10.2, all
     powers granted under section 26 of the Australian Trade Marks Act 1995 are
     expressly excluded."

G.   Section 19.1, revise the addresses as follows:
     ------------
               "If to Sterling Commerce:

               Sterling Commerce
               4600 Lakehurst Court
               Dublin, Ohio 43016
               USA
               Attn:  Phyllis Hohe
               Director, Business Administration
               Phone: +614.793.7261
               Fax: +614.718.1688

               With a copy to:


<PAGE>

        Sterling Commerce, Inc.
        4600 Lakehurst Court
        Dublin, Ohio 43106
        USA
        Attn: Albert K. Hoover, Esq.
        Senior Vice President, Legal
        Phone: +614.791.6283
        Fax: +614.718.1510


        If to Company:

        -------------------------------
        -------------------------------
        -------------------------------
        -------------------------------
        Attn:
               ------------------------
        Phone:
               ------------------------
        Fax:
               ------------------------

        If to Company Australian Affiliate:

        -------------------------------
        -------------------------------
        -------------------------------
        -------------------------------
        Attn:
               ------------------------
        Phone:
               ------------------------
        Fax:
               ------------------------

H.  Section 24.1, replace "India" with "Australia"
    ------------

I.  Exhibit O:
    ---------

    a. Section A.1, replace "maximum permitted by India law, but not more than
    50%, with the "maximum permitted by local law."

    b. Section A.3, replace "permitted by law or 50%" with "permitted by local
    law".

    c. Section A.7, replace "Should at...purchase 49-50%" with "If at such time
    as when STERLING COMMERCE has elected to purchase 49-50%, if permitted by
    local law".
<PAGE>

                                   EXHIBIT C
                               Minimum Payments

In order for Company and Company Australian Affiliate to retain their entire
granted rights under this Amendment 2, Company Australian Affiliate must make
the following minimum payments to Sterling Commerce ("Minimum Payments"),
pursuant to Section 5.1 of the Agreement and subject to service fees waiver in
Item 3 of Exhibit D of this Amendment 2. Minimum Payments are attributable to
revenues from EC Network Services charges incurred by Company Australian
Affiliate and its respective Subscribers (excluding communication charges):


<TABLE>
<CAPTION>
         ------------------------------------------------------------
           Annual Term      Initial 6 Months       Year End Minimum
           -----------      ----------------       -----------------
                                Minimum
                                -------
         ------------------------------------------------------------
         <S>                <C>                    <C>
             First              *****                   *****
         ------------------------------------------------------------
             Second             *****                   *****
         ------------------------------------------------------------
             Third              *****                   *****
         ------------------------------------------------------------
             Fourth             *****                   *****
         ------------------------------------------------------------
             Fifth              *****                   *****
         ------------------------------------------------------------
</TABLE>

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

                                   EXHIBIT D
                        Consideration and Payment Terms
                                for Amendment 3


A.     Consideration
       -------------

1.     EC Technology
       -------------

The fee for the rights granted in this Amendment 3, including the right to use
the EC Technology (which shall include COMMERCE:Exchange, MAT Option, Web-
Enabling Option and RTI Option) provided herein for the primary and secondary
systems (mirrored backup), is ***** plus ***** of all Company invoiced charges
for in country EC Network Services (for EC Network traffic confined to the
Territory) incurred by the Subscriber(s) with the exception of communication
charges.

If, at any time during the second through fifth Annual Terms, Company attains
the following corresponding amounts as paid and/or accrued to Sterling Commerce
for EC Network Services only (in-country and international services) during the
specified Annual Term, then for the remaining period of such Annual Term, the
remittance due Sterling Commerce shall be reduced to ***** for in-country
service only:

      Second Annual Term:   $ *****
      Third Annual Term:      *****
      Fourth Annual Term:   $ *****
      Fifth Annual Term:    $ *****

   (a) Any additional fees for Operations Management, Communications Charges,
   Advanced Training Courses or Optional Software are negotiable as to
   necessity and price.
   (b) Annual maintenance charges shall be *****, per each annual term.

2.    EC Network International Services - For EC network traffic requiring
      ---------------------------------
network services outside of the assigned territory, Company and Sterling
Commerce shall share the Company invoiced charges incurred by the Subscriber(s)
with the exception of communications charges for the respective Domestic and
International services provided in the ratio that the Company shall remit *****
of such Company invoiced charges to STERLING COMMERCE.

3.    Waiver of EC Network In-Country and International Service Fees - During
      --------------------------------------------------------------
the term of this Amendment 3, the fees associated with the In-Country and
International Service (Items 1 and 2 herein) shall be waived for up to ***** per
year. Such amount shall not be cumulative on a forwarding basis from the Fourth
Annual Term.

4.    Communication Charges - Company retains ***** of communications charges
      ---------------------
that Company invoices Subscriber(s) both in In-Country and International
Service. "Communication charges" are any charges to Subscribers related to the
recovery of the cost for connectivity between the Subscriber and the EC
Technology. Such charges shall not exceed the recovery of actual costs plus
reasonable profit margins.


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

<PAGE>

5.   Company Pricing - Company is solely responsible for determining the pricing
     ---------------
to be charged to Subscriber(s) for the EC Network Services.

6.   EC Products
     -----------

For any and all of the EC Products that are sublicensed or sold, as applicable,
COMPANY shall remit (i) a royalty of ***** of the license fees and annual
software maintenance fees as stated in the then current International Price
Schedules of Sterling Commerce applicable to the Territory, and (ii) ***** of
the then current Sterling Commerce International Price Schedules, applicable to
the Territory, for the video tape products and other educational products
provided by Sterling Commerce.

7.   EC Support Services
     -------------------

EC Support Services as described in Section 4.10 of the Agreement will be
individually quoted.

8.   General - Company assessed and collected taxes, duties and similar levies
     -------
from the Company Customers for the EC Offerings shall be deemed excluded from
computing amounts due pursuant to this Amendment 2.


B.   Payment Terms
     -------------

1.   Payment of the initial license fee for EC Technology under Paragraph 1
shall be as follows:

               *****      Payable on or before August 15, 1999
               *****      Payable upon successful installation and
                          commissioning of the EC Technology, but no
                          later than September 30, 1999
               *****      Payable on or before November 30, 1999
               *****      Payable on or before January 31, 2000
               *****      Payable on or before March 31, 2000
               *****      Payable on or before May 31, 2000
               *****      Payable on or before June 30, 2000

In any event, all payments are due and payable on or before June 30, 2000.

2.   Except for the first Annual Term, payment of annual maintenance fees for EC
Technology under Paragraph 1 shall be due and payable no less than thirty (30)
days prior to commencement of each applicable Annual Term. Any and all
adjustments in annual maintenance due to purchases of licenses for EC Options to
the EC Technology shall be payable pursuant to Sterling Commerce's then current
payment policies.

3.   Payment of amounts under Paragraphs 1 (to the extent of continuing charges)
and 2 shall be due and payable upon the earlier of: (i) within sixty (60) days
after the month in which Company has performed the services for the Subscriber
or (ii) within



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

<PAGE>

60 days of invoice of the Subscribers.

4.  Payment of amounts under Paragraph 6 for license grants shall be due and
payable within thirty (30) days after the month in which Sterling Commerce has
delivered the software or other products to Company or permitted Company to
deliver such items to the Company Customer.  With respect to maintenance
services, amounts due Sterling Commerce shall be due and payable within thirty
(30) days after the month in which such support services term commences for the
Company Customer.

5.  Payment of amounts under Paragraph 7 shall be due and payable within
fifteen (15) days of invoice by STERLING COMMERCE unless otherwise agreed to by
STERLING COMMERCE in writing.
<PAGE>

                                   EXHIBIT E
                                EQUIPMENT LIST

                               COMMERCE:Exchange
                            (as of 98.3.3 Release)
                          *A Typical Implementation
                                 June 16, 1999

Rack (Depends on location and Space requirements as Company site)
2                       TBD

Electrical/UPS
2                       UPS for min 2.5kVA
2                       Extended battery for 120 minutes @ full load
2                       Dedicated 30 AMP Circuit

Communications
2                       Internet Connection
2                       Phone lines for support management
4                       ISDN and Modems for remote management
                        (If available in country)

Routers
2                       CISCO 3640 series 4 - Slot Modular Multi-protocol Router
2                       4-8MB Flash Factory
2                       Upgrade, 32MB DRAM
2                       Ver. 11.3X+IOS, IP Plus feature set
2                       2-Ethernet/2 WAN Card Slot Module
2                       WIC Serial Port WAN Interface Card Module
2                       WIC ISDN BRI (If available in country.)
2                       Male DTE V.35 Cable 10' (depending on country's Telecom)

2                       CISCO 2610 series 2 - Slot Modular Multi-protocol router
2                       4-8MB Flash Factory
2                       Upgrade, 32MB DRAM
2                       Ver. 11.3X+IOS, IP Plus feature set
2                       WIC 2T 2Serial Port WAN Interface Card Module
2                       Male DTE V.35 Cable 10'(Depending on country Telecom)

EDI Server
2                       ** 4 x Xeon 450 processor, 1MB L2 Cache
2                       512 MB Memory RAID Array Controller
6                       18 GB 10k RPM Hard Disk (RAID 50)
2                       INTEL Pro 100 PCI
2                       Remote Management Card
2                       DLT 35/70 External Auto-loader tape drive.
2                       Seagate Enterprise w/autoloader option
2                       Support Pack (7X24 4HR)
<PAGE>

Operating System
2                        MS Windows NT Server V 4.0 (Service Pack 4)
50                       MS Windows NT Access License

Firewall Server
2                        ** P II Array 350MHz 512K Cache
                         128 MB Memory
2                        Additional 350MHz Processor
6                        4.5GB SCSI 7.2K RPM Disk Drives (RAID 5)
2                        PERC 2/SC RAID Internal single channel 16MB cache
2                        12/24 DDS/3 Internal Tape Drive
1                        Support Pack (7x24 HR)
6                        INTEL PRO 100 PCI
2                        Remote Management Card

Operating System
2                        MS Windows NT Server V 4.0 (Service Pack 4)


WEB Server
2                        ** P II Array 450MHz 512K Cache
                         256 MB Memory
6                        4.5GB SCSI 7.2K RPM Disk Drives (RAID 5)
2                        PERC 2/SC RAID Internal single channel 16MB cache
1                        Support Pack (7X24 4HR)
2                        INTEL PRO 100 PCI
                         Remote Management Card

Networking
4                        3COM 12-SuperStack II Dual Speed 500 Ethernet Hub
15                       10 BaseT cables, Cat 5
2                        10 BaseT crossover cables, Cat 5

RMON/Probe
Support
2                        Desktop PC PII 400MHz 512K Cache
                         64 MB, 6.4+ Gig HD, 1 Intel PRO 100 PCI
2                        Nt 4 Workstation for Observer

Server Switch
2                        12 Port Autoview PC/Server KVM Switch
10                       8 ft PS/2 Cable Kit for Commander Series
1                        17IN SVGA Monitor

Mapping and
Transalation Options
2                        ** 4 x Xeon 450 processor, IMB L2 Cache
                         1 GB MB Memory RAID Array Controller

<PAGE>

6               18 GB 10k RPM Hard Disk (RAID 50)
2               INTEL Pro 100 PCI
2               Remote Management Card
2               Support Pack (7X24 4HR)

Operating System
2               MS Windows NT Server V 4.0 (Service Pack 4)
20              MS Windows NT Access License

Third pary Software
2               Microsoft SQL server 6.5 (Service Pack 3 or 4)
2               MS Data Access Service Pack 2.0

Web-Enabling and/or
Real Time Integration
Options
2               ** 4 x Xeon 450 processor, 1MB L2 Cache
                1 GB MB Memory RAID Array Controller
6               18 GB 10k RPM Hard Disk (RAID 50)
2               INTEL Pro 100 PCI
2               Remote Management Card
2               Support Pack (7X24 4HR)

Operating System
2                MS Windows NT Server V 4.0 (Service Pack 4)

* The above configuration is subject to change in the Technical Requirements
Meeting
** Servers Supported in the implementation: Dell, HP and Compaq
in