Common use of Modifications/Add-ons Clause in Contracts

Modifications/Add-ons. 2.3.1 Except as otherwise agreed and except as expressly required by law or expressly permitted in this section 2.3, Licensee is not entitled to create, use, or make available to any third party any Modification of Contractual SAP Software. Except as otherwise agreed and except as expressly required by law or expressly permitted in this section 2.3, Licensee is not entitled to use any software tool or API that is contained in the Contractual SAP Software or is otherwise obtained from SAP to make any Add-On or to use any software tool or API so contained or obtained with any Add-On. 2.3.2 SAP points out that even a minor Modification to SAP Software may lead to possibly unpredictable and significant faults in the running of SAP Software and other programs and in communications between SAP Software and other programs. Faults may also arise because a Modification is not compatible with later versions of SAP Software. Neither SAP nor any Affiliate of SAP is under any duty to eliminate any fault arising in connection with a Modification, and nor is either otherwise answerable in respect of any such fault. Notably, SAP is entitled to change SAP Software, APIs, or both, without care for the compatibility of any Modification that Licensee uses with any later version of SAP Software. The foregoing provisions in this section 2.3.2 apply accordingly to the use of SAP Software together with Add-Ons. 2.3.3 Provided that the provisions in this section 2.3.3 are fulfilled and Licensee gives the covenant required in section 2.3.5, sentence 1, SAP grants to Licensee the right to make and use Modifications to the Contractual SAP Software. (a) Modifications may only be made in relation to the Contractual SAP Software delivered in source code to Licensee by SAP. (b) Before making or using Modifications, Licensee must comply with the registration procedure as currently set out by SAP at xxxx://xxxxxxx.xxx.xxx/sscr. (c) Modifications must not enable the bypassing or circumventing of any of the restrictions set forth in the Software Agreement or in any other agreement between Licensee and SAP. (d) Modifications must not provide Licensee with access to SAP Software to which Licensee is not licensed. (e) Modifications must not impair, degrade, or reduce the performance or security of SAP Software. (f) Modifications must not render or provide any information concerning SAP software license terms, SAP Software, or any other information related to SAP products. (g) Modifications must be used only together with the Contractual SAP Software and only in accordance with the license to use SAP Software granted in section 2.2. 2.3.4 Provided Licensee also complies with the provisions in section 2.3.3 (b) to (f) with respect to Add-Ons and gives the covenant required in section 2.3.5, last sentence, SAP grants to Licensee the right to use any software tool or API that is contained in Contractual SAP Software or is otherwise obtained from SAP to make Add-Ons and to use any software tool or API so contained or obtained with Add-Ons. Furthermore, section 2.3.3 (g) applies accordingly. 2.3.5 The right in the foregoing section 2.3.3 to make and use Modifications is conditional on Licensee’s having given a covenant not to assert against SAP or its affiliates, , any IP Right in any such Modification. Notably, SAP is entitled at any time to develop, use, or market Modifications with functions that are wholly or in any part identical with Modifications developed by or on behalf of Licensee, but SAP is not entitled to copy Licensee’s software code. The foregoing provisions in this section 2.3.5 also apply accordingly to IP Rights in Add-Ons and to the right in section 2.3.4 to use any software tool or API that is contained in the Contractual SAP Software or is otherwise obtained from SAP to make Add-Ons and to use any software tool or API so contained or obtained with Add-Ons. All Add-ons developed by or on behalf of Licensee without SAP’s participation and all rights associated therewith, shall be the exclusive property of Licensee subject to SAP’s rights in and to the Software; provided that Licensee shall not commercialize, market, distribute, license, sublicense, transfer, assign or otherwise alienate any such Licensee Add-ons.

Modifications/Add-ons. 2.3.1 Except as otherwise agreed and except as expressly required by law or expressly permitted in this section 2.3, Licensee is not entitled to create, use, or make available to any third party any Modification of Contractual SAP Software. Except as otherwise agreed and except as expressly required by law or expressly permitted in this section 2.3, Licensee is not entitled to use any software tool or API that is contained in the Contractual SAP Software or is otherwise obtained from SAP to make any Add-On or to use any software tool or API so contained or obtained with any Add-On. 2.3.2 SAP points out that even a minor Modification to SAP Software may lead to possibly unpredictable and significant faults in the running of SAP Software and other programs and in communications between SAP Software and other programs. Faults may also arise because a Modification is not compatible with later versions of SAP Software. Neither SAP nor any Affiliate of SAP is under any duty to eliminate any fault arising in connection with a Modification, and nor is either otherwise answerable in respect of any such fault. Notably, SAP is entitled to change SAP Software, APIs, or both, without care for the compatibility of any Modification that Licensee uses with any later version of SAP Software. The foregoing provisions in this section 2.3.2 apply accordingly to the use of SAP Software together with Add-Ons. 2.3.3 Provided that the provisions in this section 2.3.3 are fulfilled and Licensee gives the covenant required in section 2.3.5, sentence 1, SAP grants to Licensee the right to make and use Modifications to the Contractual SAP Software. (a) Modifications may only be made in relation to the Contractual SAP Software delivered in source code to Licensee by SAP. (b) Before making or using Modifications, Licensee must comply with the registration procedure as currently set out by SAP at xxxx://xxxxxxx.xxx.xxx/sscr. (c) Modifications must not enable the bypassing or circumventing of any of the restrictions set forth in the Software Agreement or in any other agreement between Licensee and SAP. (d) Modifications must not provide Licensee with access to SAP Software to which Licensee is not licensed. (e) Modifications must not impair, degrade, or reduce the performance or security of SAP Software. (f) Modifications must not render or provide any information concerning SAP software license terms, SAP Software, or any other information related to SAP products. (g) Modifications must be used only together with the Contractual SAP Software and only in accordance with the license to use SAP Software granted in section 2.2. 2.3.4 Provided Licensee also complies with the provisions in section 2.3.3 (b) to (f) with respect to Add-Add- Ons and gives the covenant required in section 2.3.5, last sentence, SAP grants to Licensee the right to use any software tool or API that is contained in Contractual SAP Software or is otherwise obtained from SAP to make Add-Ons and to use any software tool or API so contained or obtained with Add-Ons. Furthermore, section 2.3.3 (g) applies accordingly. 2.3.5 The right in the foregoing section 2.3.3 to make and use Modifications is conditional on Licensee’s having given a covenant not to assert against SAP or its affiliates, , any IP Right in any such Modification. Notably, SAP is entitled at any time to develop, use, or market Modifications with functions that are wholly or in any part identical with Modifications developed by or on behalf of Licensee, but SAP is not entitled to copy Licensee’s software code. The foregoing provisions in this section 2.3.5 also apply accordingly to IP Rights in Add-Ons and to the right in section 2.3.4 to use any software tool or API that is contained in the Contractual SAP Software or is otherwise obtained from SAP to make Add-Ons and to use any software tool or API so contained or obtained with Add-Add- Ons. All Add-ons developed by or on behalf of Licensee without SAP’s participation and all rights associated therewith, shall be the exclusive property of Licensee subject to SAP’s rights in and to the Software; provided that Licensee shall not commercialize, market, distribute, license, sublicense, transfer, assign or otherwise alienate any such Licensee Add-ons.