Common use of EXCEPTIONAL DISCOUNT Clause in Contracts

EXCEPTIONAL DISCOUNT. 18.1 Partner understands that the pricing provided in the Order Form may deviate from SAP standard partner discount and pricing and is therefore equivalent to an Exceptional Discount on SAP’s standard pricing (“Exceptional Discount”). SAP’s decision to offer an Exceptional Discount is based on the truth, accuracy and completeness of the information and documents provided by Partner such as Partner’s solution, its business and commercial models (the “Exceptional Discount Information”). Partner confirms that it has provided accurate and truthful Exceptional Discount Information and documents to SAP. 18.2 SAP may audit the Exceptional Discount Information in accordance with the terms of Section 8 of the GTCs. Upon SAP’s request, Partner will promptly provide SAP or the expert with all relevant documentation to enable SAP to verify that the Exceptional Discount Information was truthful and accurate. Such information may include but shall not be limited to the solution architecture and invoices, contracts, and purchase orders by and between Partner and Customer. The documentation shall enable SAP or the expert to determine the quantity of SAP licenses in the Bundled Solution licensed to the Customer. 18.3 In its contracts with Intermediary of the Bundled Solution, Partner must require any Intermediary to adhere to the same obligations relevant to Exceptional Discounts as outlined in Sections 18.1 and 18.2 above. SAP must be named a third-party beneficiary to such terms in a contract between Partner and any Intermediaries with the right to enforce such terms itself and independently from Partner against an Intermediary. 18.4 In any case where Partner is unable to provide the requested documentation because of confidentiality obligations owed to a Customer or other applicable laws, including but not limited to relevant competition laws, whether arising by written contract or applicable law, Partner will promptly provide SAP with written evidence not subject to those obligations. In addition, Partner will promptly and in writing seek the

EXCEPTIONAL DISCOUNT. 18.1 Partner understands that the pricing provided in the Order Form may deviate from SAP standard partner discount and pricing and is therefore equivalent to an Exceptional Discount on SAP’s standard pricing (“Exceptional Discount”). SAP’s decision to offer an Exceptional Discount is based on the truth, accuracy and completeness of the information and documents provided by Partner such as Partner’s solution, its business and commercial models (the “Exceptional Discount Information”). Partner confirms that it has provided accurate and truthful Exceptional Discount Information and documents to SAP. 18.2 SAP may audit the Exceptional Discount Information in accordance with the terms of Section 8 of the GTCs. Upon SAP’s request, Partner will promptly provide SAP or the expert with all relevant documentation to enable SAP to verify that the Exceptional Discount Information was truthful and accurate. Such information may include but shall not be limited to the solution architecture and invoices, contracts, and purchase orders by and between Partner and Customer. The documentation shall enable SAP or the expert to determine the quantity of SAP licenses in the Bundled Solution licensed to the Customer. 18.3 In its contracts with Intermediary of the Bundled Solution, Partner must require any Intermediary to adhere to the same obligations relevant to Exceptional Discounts as outlined in Sections 18.1 and 18.2 above. SAP must be named a third-party beneficiary to such terms in a contract between Partner and any Intermediaries with the right to enforce such terms itself and independently from Partner against an Intermediary. 18.4 In any case where Partner is unable to provide the requested documentation because of confidentiality obligations owed to a Customer or other applicable laws, including but not limited to relevant competition laws, whether arising by written contract or applicable law, Partner will promptly provide SAP with written evidence not subject to those obligations. In addition, Partner will promptly and in writing seek thethe Customer’s consent to waive confidentiality restrictions to permit SAP to conduct its audit as intended. Should the Customer refuse to grant that consent, Partner will i) provide SAP with a copy of the waiver

EXCEPTIONAL DISCOUNT. 18.1 12.1 Partner understands that the pricing provided in the Order Form this SAP PartnerEdge Model may deviate from SAP standard partner discount and pricing and is therefore equivalent to an Exceptional Discount on SAP’s standard pricing (“Exceptional Discount”). SAP’s decision to offer an Exceptional Discount is based on the truth, accuracy and completeness of the information and documents provided by Partner such as Partner’s solution, its business and commercial models (the “Exceptional Discount Information”). Partner confirms that it has provided accurate and truthful Exceptional Discount Information and documents to SAP. 18.2 12.2 SAP may audit the Exceptional Discount Information in accordance with the terms of Section 8 4 of the GTCs. Upon SAP’s request, Partner will promptly provide SAP or the expert with all relevant documentation to enable SAP to verify that the Exceptional Discount Information was truthful and accurate. Such information may include but shall not be limited to the solution architecture and invoices, contracts, and purchase orders by and between Partner and Customer. The documentation shall enable SAP or the expert to determine the quantity of SAP licenses in the Bundled Solution licensed to the Customer. 18.3 12.3 In its contracts with Intermediary of the Bundled Solution, Partner must require any Intermediary to adhere to the same obligations relevant to Exceptional Discounts as outlined in Sections 18.1 12.1 and 18.2 12.2 above. SAP must be named a third-party beneficiary to such terms in a contract between Partner and any Intermediaries with the right to enforce such terms itself and independently from Partner against an Intermediary. 18.4 12.4 In any case where Partner is unable to provide the requested documentation because of confidentiality obligations owed to a Customer or other applicable laws, including but not limited to relevant competition laws, whether arising by written contract or applicable law, Partner will promptly provide SAP with written evidence not subject to those obligations. In addition, Partner will promptly and in writing seek thethe Customer’s consent to waive confidentiality restrictions to permit SAP to conduct its audit as intended. Should the Customer refuse to grant that consent, Partner will i) provide SAP with a copy of the waiver request and written proof of that refusal, and ii) identify appropriate contacts at the Customer with whom SAP may elect to discuss the refusal.