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EXHIBIT 10.22
R/3 NATIONAL LOGO PARTNER AGREEMENT
SAP AMERICA, INC. - INTELLIGROUP, INC.
This National Logo Partner Agreement (the "Agreement"), made as of
April 29th, 1997, is by and between Intelligroup, Inc. ("IGI"), a New Jersey
corporation located at 000 Xxxxx 0 Xxxxx, Xxxxxx, XX 00000, and SAP America,
Inc., ("SAP"), a Delaware corporation with its principal place of business at
000 Xxx Xxxx, Xxxxx, Xxxxxxxxxxxx 00000.
RECITALS
WHEREAS IGI and SAP, desiring to work together, pursuant to the intent
of the R/3 Partner Program of SAP, with the goal of furthering the
implementation of SAP's R/3 Software System;
WHEREAS SAP desires to enhance its capabilities to market and support
SAP Products through the use of IGI's services; and
WHEREAS IGI and SAP desire to expand their formal relationship by
entering into this non-exclusive arrangement to undertake cooperative efforts
for SAP R/3 Products within the SAP Partner Program.
NOW, THEREFORE, in reliance upon the foregoing recitals, intending to
be legally bound, and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, IGI and SAP agree as follows:
1. Definitions.
As used in this Agreement:
(a) The SAP-IGI R/3 National Logo Partner Program (the "R/3 Logo
Program") means the business relationship set forth in this Agreement and
Appendix A to this Agreement.
(b) Software. Software shall mean all SAP R/3 software, in whole or
in part, provided to IGI under the R/3 Program by SAP AG, SAP America, Inc., or
any SAP full-time or engagement consultants, in any release, version or
correction level and including all improvements, modifications, and extensions
thereto, whether in human or machine readable form.
(c) Documentation. Documentation shall mean all human and machine
readable materials and copies of SAP manuals, program listings, flow charts,
logic diagrams, input
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and output forms, data models, specifications, and instructions relating to the
Software made available to IGI under this Agreement.
(d) R/3 Products. R/3 Products shall mean the Software,
Documentation and related materials.
(e) Proprietary Information. Proprietary Information shall
include information concerning IGI and IGI's clients, and their respective
products, businesses, techniques, designs, formulations, systems, programs,
processes, policies, business strategies and plans or other information which
is not in the public domain, and SAP's R/3 Products, program concepts including
literal and nonliteral structure, sequence and organization, SAP's training
materials, literature, and related SAP materials, SAP's customers, their
respective products, businesses, techniques, designs, formulations, systems,
programs, processes, policies, business strategies and plans and all other
information which is disclosed by either party to the other party either in
writing and marked bearing a legend such as "confidential" or "proprietary" or
"for internal use only" or orally when contemporaneously described as such.
(f) Territory. Territory shall mean the United States of
America.
2. Authorization and Commitment of Resources.
(a) SAP hereby authorizes IGI to offer services as related to
R/3 Products to potential users in the Territory under the terms of this
Agreement and any Appendices hereto. This authorization does not include
maintenance of the R/3 Products, physical installation of the R/3 Products, and
training. This authorization is non-exclusive and non-transferable.
(b) As a National Logo IGI, IGI is entitled to display the SAP
R/3 Partner Logo which will identify it as an official R/3 Partner, authorized
as described in Section 2.(a), upon SAP's written consent for each such display
in a context not previously approved by SAP.
(c) IGI agrees to make its name and logo available to SAP for
SAP's use in promoting IGI's services under the R/3 Program. Prior to each new
use, SAP shall submit the proposed use to IGI for its consent.
(d) SAP in its sole discretion shall have the right to limit
the Territory, the R/3 Products, and the type of customers to be covered by
this Agreement, as SAP deems advisable in its sole discretion following
reasonable notice and consultation with IGI. SAP may authorize other parties to
offer services as related to the R/3 Products in the Territory as it deems
advisable in its sole discretion.
(e) Services to be provided by either party to its clients
and customers are to be contracted for separately by each party, independently
of each other, unless otherwise expressly agreed upon in writing between SAP
and IGI for that specific engagement. Each party shall be solely liable to its
customers and clients for its own services.
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3. Services and Responsibilities of SAP.
(a) SAP shall provide to IGI the Software under the terms
of the R/3 Software Training and Demonstration License which is attached to
this Agreement as Appendix A. The Software shall only be used internally by IGI
solely for (i) training of IGI's personnel who are to work under this Agreement
and (ii) for demonstration of the Software to potential prospects upon the
prior written consent of SAP. The Software provided hereunder may not be used
in the operation of the business of IGI or of any other entity or person.
(b) Should IGI desire to license all or any part of the
Software for use in the operation of its own business, SAP will license it to
IGI under the terms of SAP's standard end-user license agreement and at SAP's
standard license fees then in effect.
(c) With regard to training for the Software, SAP shall:
(i) use reasonable efforts to offer training to IGI
personnel prior to the public announcement of new products or new features for
the Software;
(ii) provide SAP regularly scheduled alliance
partner training. The cost for such training to be determined by mutual
agreement on an annual basis. IGI shall be responsible for all related travel
and living expenses;
(iii) provide access to IGI for its personnel
participating in the R/3 Partner Program to customer training courses generally
offered by SAP, such training courses to be available at SAP's current prices
and terms;
(iv) provide marketing-oriented training courses to
IGI on a cost-sharing basis to be agreed upon between the parties; and
(v) in consultation with IGI, consider the need and
demand for other training courses, such courses to be offered on a cost-sharing
basis to be agreed upon between the parties.
(d) Upon IGI's prior written request, SAP, in its sole
discretion, shall provide IGI, on a no cost basis, reasonable quantities of
SAP's published marketing materials.
(e) With respect to participation in SAP events;
(i) SAP shall permit up to two (2) IGI personnel to
participate (without payment of SAP's usual charges) in SAP's regularly
scheduled user conference held in the United States for the R/3 Products. IGI
shall be responsible for its personnel's travel and living expenses.
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(ii) SAP shall organize "Partner Days", on a
calendar quarterly basis, to develop and promote joint marketing activities as
well as to inform IGI of upcoming and ongoing projects scheduled for the next
twelve (12) months.
(f) SAP shall provide to IGI access to SAP internal support
systems as mutually agreed upon by the parties.
(g) SAP shall otherwise inform and instruct IGI as to R/3
Products and provide guidance, as SAP deems necessary in its sole judgment, for
IGI to carry out its responsibilities under this Agreement.
4. Services and Responsibilities of IGI.
IGI agrees that it shall:
(a) acquire as soon as possible and maintain a
comprehensive and fundamental knowledge of the R/3 Products and ensure that its
employees are technically qualified and sufficiently trained in SAP courses,
including ongoing training at SAP, and internally, to provide appropriate
advice on the use of the R/3 Products to clients and prospective users of the
Software;
(b) use its best efforts to promote internally the R/3
Products and to offer services as related to the R/3 Products throughout the
Territory and ensure that its employees who perform any services hereunder
shall have the proper skill, training and background to enable them to
demonstrate the R/3 Products in a competent and professional manner;
(c) ensure that it has the necessary number of qualified
personnel (as set out in Section 4.(a) of this Agreement) available according
to the annual business plans (as set out in Section 5.(c) of this Agreement);
(d) continually improve its training of all personnel who
are or will be acting under this Agreement:
(e) use its best efforts to make the R/3 Products known to
its customers and potential customers; make every effort to see that the R/3
Products it suggests to each potential customer meet that entity's application
requirements; present the R/3 Products using only the product names given by
SAP; provide potential customers such marketing materials and nonproprietary
information necessary for evaluating the R/3 Products being considered (except
as limited by Section 10.(b) below); and, make no warranties, assurances or
statements concerning R/3 Product features that are misleading or materially
divergent from the descriptive literature supplied by SAP;
(f) not engage in any business activity, either directly or
indirectly, in any manner or capacity, in its own behalf or in behalf of any
other person, firm, corporation or
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organization, nor accept or continue any obligations which may interfere with
or impair its ability to perform any of its duties or obligations under this
Agreement;
(g) to the extent it conducts end-user training within its other
consultation activities, not offer or conduct end user training which competes
with official SAP courses offered by SAP or SAP AG or any other SAP-related
entity without prior written authorization from SAP;
(h) participate actively in joint marketing events by presenting
speeches, providing information to potential prospects (subject to Section
10.(b) below), and assisting in the organization and implementation of the
events;
(i) organize information events jointly with SAP for the exchange
of information between SAP and IGI;
(j) expressly inform its customers that modifications and
extensions to the Software may impair or terminate the maintenance or support
services provided by SAP and may nullify the warranty; and
(k) undertake to provide customers with release and version
management and migration support as related to the Software throughout the
period of productive installation of the Software.
5. Services and Responsibilities of the Parties.
To the extent reasonable under the circumstances, the parties shall
undertake the following cooperative activities with respect to identifying and
bringing to each other opportunities to promote the R/3 Products:
(a) Regularly inform each other about general market developments
and factors relating to the R/3 Products in the marketplace and current
projects and customer implementations in which IGI is involved; this
information shall be designated and treated as Proprietary Information under
Section 10. of this Agreement;
(b) Furnish each other with appropriate information for support and
planning purposes; provided, however, that each party reserves the right, in
its sole discretion, to determine the content and availability of such
information;
(c) Based upon each party's own business plan, mutually agree on an
annual basis upon business plans for the implementation of the goals of this
Agreement, which plans shall be updated quarterly; the business plans should
detail such items as planned training of IGI personnel who will be working
under this Agreement, marketing, and other projects;
(d) Inform appropriate personnel in their respective organizations
of the existence of this Agreement;
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(e) Subject to confidentiality constraints, endeavor to keep each
other appraised about new products and services;
(f) Each establish an internal R/3 support group with an adequate
support structure to coordinate activities with the other party and designate a
contact person within the support group to be available to the other party and
authorized to act on behalf of that party within the scope of this Agreement;
and
(g) Exchange such other information and conduct such other
activities as the parties agree will carry out the intent of this Agreement.
6. General Representations and Warranties.
Each party hereby represents and warrants to the other that:
(a) it has the right and power to enter into this Agreement;
(b) entering into this Agreement does not violate the terms and
conditions of any other agreement providing for cooperative marketing of
products of another entity, or any other legal obligations;
(c) the information which it may disclose to the other party, and
the process of disclosure and use of such information in accordance with the
provisions of this Agreement, will not violate any trade secret right,
trademark, issued United States patent, copyright or other proprietary right of
any third party;
(d) it holds good title or right, free and clear of all liens and
encumbrances, to the products and services which it is providing under this
Agreement;
(e) the products and services being provided under this Agreement
do not infringe any United States copyright, trademark, issued patent, trade
secret or other proprietary right of any third party; and
(f) EXCEPT AS SPECIFICALLY SET FORTH HEREIN, NEITHER PARTY MAKES
ANY OTHER WARRANTY TO THE OTHER PARTY, EITHER EXPRESS, IMPLIED OR STATUTORY, OR
ARISING BY COURSE OF CONDUCT OR PERFORMANCE, CUSTOM OR USAGE IN THE TRADE,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
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7. Term and Termination.
(a) This Agreement shall have an initial term expiring on
December 31, 1997, with an automatic renewal for one (1) additional year
unless, at least six (6) weeks prior to the renewal date, either party gives
written notice of its intention not to renew this Agreement.
(b) At least four (4) months prior to any scheduled expiration
date, SAP will decide whether to continue or terminate the Agreement applying
the following criteria:
i. Customer satisfaction with the projects conducted
by IGI, with special regard to the length and cost
of the project, the project objectives met by IGI,
and the achievements and professionalism of IGI
employees;
ii. Number and scope of R/3 projects executed;
iii. Number and quality of the events coordinated by IGI;
iv. Thoroughness of employee training;
v. Extent of IGI participation in partner program
events;
vi. Accomplishment of goals set herein and in the
annual business plans;
vii. Nature and volume of the information exchange with
SAP; and
viii. Extent and effectiveness of use of marketing
materials.
The procedures for such audits and the weights to be assigned
each criterion will be provided in writing by SAP to IGI prior to the first
such audit.
On the basis of this evaluation and subsequent consultations
with IGI, IGI agrees that SAP, in its sole discretion, may choose to terminate
this Agreement six (6) weeks prior to the next scheduled expiration date.
(c) Notwithstanding the above, either party may terminate
this Agreement:
(i) In accordance with the provisions of Section 7.(a)
and (b) at the end of a term;
(ii) Upon thirty (30) days prior written notice in the
event of material breach of a material provision of this Agreement 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; for
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purposes of this Paragraph 7.(c)(ii) only, Sections 2.(e), 4., 5.(a), 6., 8.,
9., 10., and 11.(h) shall be considered to be material provisions of this
Agreement; or
(iii) Immediately and without prior written notice if there
is: (a) a consolidation, merger or reorganization of the other party with or
into another corporation or entity; (b) creation of a new majority interest in,
or change in majority ownership of, the other party; (c) a sale of all or
substantially all of the assets of the other party; or (d) a breach of the
confidentiality provisions as specified in Section 10. below.
(d) Upon any termination of this Agreement:
(i) each party shall promptly return to the other party or
dispose of as mutually agreed all advertising materials and other properties,
including all confidential materials, furnished to it by the other party
pursuant to this Agreement and so certify in writing;
(ii) IGI shall promptly return R/3 Products and related
materials and all copies thereof to SAP, or as the case may be, delete all R/3
Products from IGI hardware, including binary or other resulting files (if any),
and erase all R/3 Products from any storage media before discarding such, and
so certify in writing;
(iii) IGI shall not hold itself out as a participant in the
R/3 National Partner Program; and
(iv) both parties shall cease acting in a manner that would
suggest any continuing relationship between the parties regarding SAP's
Software, and shall cease all display advertising contemplated under this
Agreement.
(e) Termination of this Agreement shall not impact upon any
proposals issued to clients or prospective clients prior to such termination,
or upon any active engagements in process prior to such termination.
(f) The following provisions of this Agreement shall in all events
survive its termination: Section 6. (General Representations and Warranties);
7. (Provisions Applicable to Termination); 8. (Relationship of Parties); 10.
(Confidentiality); and 11. (General Provisions).
(g) Termination of this Agreement shall result in termination of
Appendix A, R/3 Software Training and Demonstration License.
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8. Relationship of Parties.
(a) IGI and SAP are independent contractors acting for their own
account, and neither party or its employees are authorized to make any
representation otherwise or any commitment on the other party's behalf unless
previously authorized by such party in writing. Neither party is responsible to
any end user for the quality of services or products provided by the other
party. Each party is solely responsible for establishing the prices for its own
products.
(b) Neither party is a distributor or agent for the products or
services of the other. Each party's products and services shall be available to
a prospective client only through separate agreement between that party and the
client. Each party shall independently develop and price its respective products
and services offered between such party and a client.
(c) It is understood and agreed upon by the parties hereto, that
during the term of this Agreement, the use of the terms "joint venturer,"
"co-venturer," "partner," "marketing partner," "partnership" or similar terms to
be used to describe the relationship between the parties under this Agreement
refer to the spirit of cooperation between IGI and SAP, and do not describe, or
expressly or by implication create, a legal partnership or joint venture, or any
responsibility by one party for the actions of the other.
9. Intellectual Property Rights.
(a) The name "R/3 Partner Program" shall be used by the parties
only jointly and pursuant to the terms of this Agreement; and upon any
termination of this Agreement, neither SAP nor IGI may use the name in
conjunction with the parties' respective corporate names; however, SAP shall
have the right to use the name with any other parties who choose to participate
in the SAP R/3 Partner Programs.
(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 xxxx 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.
(c) IGI herein acknowledges that title to all intellectual property
rights, including patent, copyright, trademark, and trade secret rights in R/3
Products, including any modifications, enhancements, versions, releases, or
correction levels thereto, program concepts including literal or nonliteral
structure, sequence and organization, training materials, literature,
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and other SAP related materials shall remain exclusively with SAP AG, Walldorf,
Germany, or SAP as the case may be, and that by virtue of this Agreement, no
such rights have been transferred, licensed, granted, assigned or acquired by
IGI from SAP AG or SAP.
10. Confidentiality.
(a) Each party acknowledges that, during the term of this
Agreement, it will receive Proprietary Information from the other party.
Neither party shall disclose, provide or otherwise make available to any third
party (including any prospective client) any Proprietary Information of the
other party and shall utilize such Proprietary Information on an internal
organization need-to-know basis only to the extent necessary to effect the
provisions and purposes of, and as expressly contemplated under the terms of,
this Agreement.
(b) Each party agrees that it will protect the Proprietary
Information of the other party through the exercise of no less protection and
care than it customarily uses in safeguarding its own confidential and
proprietary information which it desires to retain in confidence, but always at
least a reasonable degree of care. Disclosure of the other party's Proprietary
Information to employees shall only be made on a need-to-know basis. Further,
each party shall take reasonable steps to advise their employees of the
confidential nature of Proprietary Information, to ensure by agreement or
otherwise that such employees are prohibited from copying, revealing or using
such Proprietary Information except to the extent required to carry out the
parties' obligations under this Agreement, and to require that Proprietary
Information be kept in a secure location. Each party will promptly notify the
other if it believes that Proprietary Information has lost its status as such.
(c) The foregoing shall not prohibit or limit a party's use of
information, including but not limited to ideas, concepts, know how, techniques
and methodologies, which: (i) is or become publicly available through no act of
failure to act of the receiving party; (ii) is released by the disclosing party
to any other person, firm or entity without restriction; (iii) rightfully
obtained by the receiving party without restriction; (iv) is released by the
receiving party into the public domain in response to lawful legal process and
with prior notice to the other party; (v) is rightfully already known to or is
independently developed by the receiving party prior to disclosure; or (vi) is
or becomes part of the public domain through no breach of the confidentiality
provisions of this Agreement.
(d) Neither party will be liable to the other for any inadvertent
or accidental disclosure of Proprietary Information if the disclosure occurs
notwithstanding the party's exercise of (i) the precautions set forth in this
Section; and (ii) the same level of care that each party customarily uses in
preserving and safeguarding its Proprietary Information, but always at least a
reasonable degree of care.
(e) Notwithstanding the foregoing, each party hereto understands
that they may become familiar with each other's services and that IGI may
become familiar with SAP's R/3 Products, specifically its proprietary software.
Accordingly, IGI agrees, with respect to the R/3 Products (including all
program concepts therein) SAP's training materials, literature and other
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SAP related materials, that as the case may be, IGI shall not copy, translate,
disassemble or decompile, nor create or attempt to create by reverse
engineering or otherwise the source code from the object code, or to use such
items to create derivative works, unless so authorized in advance, in writing,
by SAP. All updates, replacements, revisions, enhancements, additions, or
conversions to such SAP items specified above shall be subject to the provisions
as stated herein.
11. General Provisions.
(a) Non-solicitation. During the term of this Agreement and
for one (1) year after its termination, SAP and IGI agree that neither shall
directly or indirectly solicit for employment any staff of the other party who
have been directly and substantively involved in performance under this
Agreement.
(b) Non-exclusivity. Nothing in this Agreement shall limit
or restrict either party from entering into or continuing any agreement or
other arrangement with any other party, whether similar to this Agreement in
nature or scope. Moreover, each party shall remain free to provide products and
services to any client or prospective client so long as the terms of this
Agreement are not violated.
(c) Notices. All notices required to be given under this
Agreement shall be sent by certified mail to:
Intelligroup, Inc.
000 Xxxxx 0 Xxxxx
Xxxxxx, XX 00000
Attention: Xx. Xxx Xxxxxx,
Vice President
and to
SAP America, Inc.
000 Xxx Xxxx
Xxxxx, XX 00000
Attention: Legal Department
(d) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania
without reference to its choice of law rules. To the extent that the parties
are permitted under this Agreement to seek judicial remedies, each party hereby
consents to the jurisdiction of the federal and state courts within the
Commonwealth of Pennsylvania to resolve any and all such matters.
(e) Merger. This Agreement and any Appendices hereto
constitute the entire agreement between the parties with respect to the matters
set forth herein. All prior agreements,
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oral or otherwise, between the parties and relating to the subject matter
contained herein, are hereby superseded, provided, however, that the R/3
End-User Software License Agreement dated July 11, 1996 between SAP and IGI
shall not be superseded and shall continue pursuant to its terms with respect
to the subject matter thereof.
(f) Amendments. This Agreement may not be modified except by
a writing signed by both parties.
(g) Severability. If any of the provisions of this Agreement
are held invalid, such provisions shall be deemed severed and the remaining
provisions shall remain in full force and effect.
(h) Non-assignment. This Agreement may not be assigned or
transferred, nor may rights or obligations be delegated, without the prior
written agreement of the parties; notwithstanding the foregoing, this Agreement
shall be binding upon and inure to the benefit of the parties of this
Agreement, as well as their respective permitted successors and assigns.
(i) Waiver. Failure of any party to enforce, in any one or
more instances, any of the terms or conditions of this Agreement shall not be
construed as a waiver of the future performance of any such terms or conditions.
(j) Limitation of Liability.
(i) SAP SHALL NOT BE LIABLE TO IGI OR THIRD PARTIES FOR
ANY LOSS OF BUSINESS, LOSS OF PROFITS OR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN APPRISED OF THE
POSSIBILITY THEREOF, INCLUDING BUT NOT LIMITED TO DAMAGES OR LOSS RESULTING
FROM ANY UNAUTHORIZED MODIFICATION OR DISTRIBUTION OF SAP SOFTWARE; or
(ii) in no event shall the liability of SAP under this
Agreement, for any reason whatsoever, whether in contract, tort or statute
(including, without limitation, negligence), or otherwise, exceed
$1,000,000.00; provided, however, that this limitation of liability clause
shall not apply to claims for personal injury caused by SAP's gross negligence
or willful misconduct.
(k) No Endorsement. Execution of this Agreement does not, and
shall not be construed to be, an endorsement by either party of the products or
services of the other party.
(l) Press Releases and Publicity. Any news release, public
announcement, advertisement, or publicity proposed to be released by either
party concerning the R/3 Partner Program or any matters arising under this
Agreement shall be subject to the approval of the designated representatives of
both parties.
(m) Dispute Resolution Procedures.
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(i) Any dispute, disagreement, claim or controversy between the
parties arising under or relating to this Agreement or the parties' performance
thereunder (the "Disputed Matter") which cannot be resolved by consultations
between the senior executives of IGI and SAP shall be resolved by binding
arbitration, according to the then prevailing Commercial Arbitration Rules of
the American Arbitration Association, before a panel of three arbitrators. Each
party will select one arbitrator, and the third arbitrator will be selected by
the party-selected arbitrators. Any such arbitration shall be held in the City
of Philadelphia, Pennsylvania. The parties will share the cost of the
arbitration equally, subject to any final apportionment by the arbitrators. The
arbitrators will apply Pennsylvania law, without reference to its choice of law
rules, in resolving the Disputed Matter. The decision of the arbitrators will be
final and conclusive on the parties, and each party consents that judgment upon
an award rendered by the arbitrators may be entered in any court of competent
jurisdiction.
(ii) Neither party shall institute any action or proceeding against
the other in any court concerning any Disputed Matter that is or could be the
subject of a claim or proceeding under this Section; provided, however, that if
a party believes in good faith that a temporary or preliminary injunction is
necessary to preserve the status quo or otherwise to avoid irreparable harm to
such party, such as in the event of a breach of Section 9. or Section 10., such
party shall not be precluded by this Section from seeking such injunctive relief
from a court of competent jurisdiction.
(iii) Pending the resolution of a Disputed Matter, to the extent
feasible, both parties shall continue their performance under this Agreement.
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.
INTELLIGROUP, INC. SAP AMERICA, INC.
(IGI) (SAP)
By: /s/ Xxxxxx Xxxxxxx By: /s/ Signature Illegible
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Printed Printed
Name: Xxxxxx Xxxxxxx Name:
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Title: CFO Title:
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Date: 5/16/97 Date: 5/27/97
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