XXXXX.XXX PARTNER - SERVICES ADDENDUM
EFFECTIVE JUNE 7, 2000
TO
R/3 NATIONAL LOGO PARTNER AGREEMENT ("AGREEMENT")
BETWEEN
SAP AMERICA, INC. ("SAP") AND INTELLIGROUP, INC. ("PARTNER")
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 xxXXX.xxx 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:
xxXXX.xxx Partner - Services
1. SAP hereby grants Partner the right to identify itself publicly
as a xxXXX.xxx 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
xxXXX.xxx Partner - Services.
2. SAP's current criteria for participation as a xxXXX.xxx 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 xxXXX.xxx suite of
products.
b) Partner shall adhere to data reporting requirements as
established by SAP, including status information on all xxXXX.xxx 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 xxXXX.xxx 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 xxXXX.xxx 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 "xxXXX.xxx Partner - Services"
and to display the "xxXXX.xxx 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 "xxXXX.xxx 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 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. 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 xxxx 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
failure.
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
Addendum:
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 xxXXX.xxx products and related materials
including all copies thereof to SAP, or as the case may be, delete all xxXXX.xxx
products and related Proprietary
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Information from Partner's hardware, including binary or other resulting files
(if any), and erase all xxXXX.xxx 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
xxXXX.xxx 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 xxXXX.xxx
products, and shall cease all display and advertising contemplated under this
Addendum.
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
hereof.
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/ Xxxxxx X. Xxxxxxx By: /s/ Arjun Xxxxxxx
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Title: Vice President Title: Chairman & CEO
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Date: 8/8/00 Date:
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