<PAGE>
                                                                   Exhibit 10.32

[SAP PORTALS LOGO]
                     TECHNOLOGY & CONTENT PARTNER AGREEMENT

<Table>

<S>                                                  <C>
SAP PORTALS, INC.:                                      PARTNER:

     LEGAL NAME: SAP Portals, Inc.                          LEGAL NAME: BackWeb Technologies
        ADDRESS: 30 Las Colinas Lane                           ADDRESS: 2077 Galeway Place, Suite 500
 CITY/STATE/ZIP: San Jose, CA 95119                     CITY/STATE/ZIP: San Jose, CA 95110
                                                                        USA

       STATE OF                                               STATE OF
  INCORPORATION: Delaware                                INCORPORATION:

      TELEPHONE: (408) 360-1700                              TELEPHONE: +1.408.933.1700
            FAX: (408) 360-1703                                    FAX: +1.408.933.1800
 CONTACT PERSON: Rami (Aviram) Branitzky                CONTACT PERSON: Erez Lorber
 E-MAIL ADDRESS: aviram.branitzky@sapportals.com        E-MAIL ADDRESS: Erez.lorber@backweb.com

</TABLE>

This Technology & Content Partner Agreement is entered into by and between SAP
Portals, Inc., a Delaware corporation and the Partner set forth above. In
consideration of the terms and conditions contained in the Standard Terms &
Conditions, the Appendices listed below and the Facing Page (collectively
"Agreement") the parties agree to be bound herein.

ATTACHMENTS:

     STANDARD TERMS & CONDITIONS

     APPENDICES:

       Appendix 1: Description of Content & Integration
       Appendix 2: Technology & Content Partner Program Fees
       Appendix 3: SP Marks/Partner Marks
       Appendix 4: Support Services
          Exhibit 1 to Appendix 4: Support Contact Information
       Appendix 5: SAP Portals Software License Agreement
          Exhibit 1 to Appendix 5: Licensed Software
       Appendix 6: Partner Software License Agreement
       Appendix 7: Marketing Materials
       Appendix 8: Partner Requirements & Benefits

IN WITNESS WHEREOF, each of the parties, by its duly authorized representative,
has entered into this Agreement as of the last date stated below (the
"Effective Date").

SAP PORTALS, INC.                        PARTNER: BACKWEB TECHNOLOGIES

/s/ Gil Perez                            /s/ Erez Lorber
-------------------------------          ------------------------------------
Signature                                Signature

Gil Perez                                Erez Lorber
-------------------------------          ------------------------------------
Printed Name                             Printed Name

VP Global Alliance & Partner             VP, Worldwide Business Development
-------------------------------          ------------------------------------
Title                                    Title

December 21, 2001                                    12/15/01
------------------------------------     ------------------------------------
Date                                     Date



<PAGE>

[SAP/Portals LOGO]

                          STANDARD TERMS & CONDITIONS

This Technology & Content Partner Agreement ("Agreement") is effective as of
December 19, 2001 ("Effective Date"), is made by and between SAP PORTALS, INC.
("SP"), a Delaware corporation with its principal place of business located at
30 Las Colinas Lane, San Jose, California 95119, and BackWeb Technologies
("PARTNER"), a __________ corporation with its principal place of business
located at 2077 Gateway Place, Suite 500, San Jose, CA 95110 USA.

PREAMBLE
--------

WHEREAS, SP designs, develops, markets and sells on a worldwide basis,
enterprise portals; and business intelligence products.

WHEREAS, Partner offers, makes available and provides access to content,
specified in APPENDIX 1 ("Content"), for the usage in conjunction with the SP
Enterprise Portals;

WHEREAS, Partner desires to participate in SP's Technology & Content Partner
Program;

NOW THEREFORE, the parties agree as follows:

1.    DEFINITIONS

1.1   AFFILIATE. Any entity (l) which is controlled by, is in control of, or
under common control with the party. For purposes of this definition, "control"
means the direct or indirect beneficial ownership of over fifty percent (50%) of
the voting interests (representing the right to vote for the election of
directors or other managing authority) in an entity.

1.2   BUSINESS INTELLIGENCE. The Business Intelligence ("BI") application
organizes data to provide insight based on analysis of past events. This data is
often pulled from a variety of sources and covers a specific period of time.

1.3   CONFIDENTIAL INFORMATION. Information or data, including, without
limitation, computer programs, code, algorithms, names and expertise of
employees and consultants, know-how, formulas, processes, ideas, inventions
(whether patentable or not), source code documents, schematics and other
technical, business, financial and product development plans, forecasts and
strategies, furnished to one party by the other hereunder. All Confidential
Information disclosed in tangible form shall be marked "confidential" or
otherwise contain a proprietary legend, and all information disclosed orally or
otherwise in intangible form shall be considered confidential if such
information by the nature of the circumstances surrounding the disclosure, ought
in good faith or in the normal course of business to be treated as confidential.

1.4   CONTENT. The specific data, services and features as outlined in APPENDIX
1, offered by Partner via integration to the SP Enterprise Portal or BI
platforms to the Customers.

1.5   CUSTOMERS. Any party licensing the SP Enterprise Portal Solution or the
Business Intelligence products.

1.6   INFOCUBES. The central containers of data used in BI reports and analysis.

1.7   INTEGRATION. The software module that allows the Partner product or
service to connect or interact with SP Software, including but not limited
to iViews or Infocubes.

1.8   iVIEWS. The window underlying the application and productivity tools
created for purposes of delivering the Content through the Enterprise Portal
to the Customer.

1.9   SP DOCUMENTATION. Documentation provided by SP for the development of
iViews, Infocubes or other forms of Integration. SP Documentation includes,
but is not limited to, the iView Cookbook (targeted for availability in early
Q1 2002).

1.10  iVIEWSTUDIO. The website acting as a central repository of SP certified
iViews to be used in the SP Enterprise Portal. As of the date of this Agreement,
the iViewStudio can be found at http://www.iViewStudio.com.
                                --------------------------

1.11  SP ENTERPRISE PORTAL. Family of SP enterprise portals, including:
Enterprise Information Portal ("EIP"), Enterprise Collaboration Portal
("ECP") and Enterprise Unification Portal ("EUP").

1.12  PARTNER SOFTWARE. Any proprietary software of Partner.



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SP Standard Terms & Condition -- Technology & Content Partner Agreement

1.13  SP SOFTWARE. The SP Software products as well as third party products,
marketed and licensed to Customers by SP.

1.14  TESTING CONTENT. Content provided by Partner to SP and its Affiliates for
purposes of demonstrating the Content to Customers.

1.15  WEBSITE. Any Internet site accessible through the use of standard TCP/IP
protocols.

The parties acknowledge that product names and definitions like "Content",
"Enterprise Portals", or "iViews" are subject to change, provided SP notifies
Partner of any such change.

2.  OBLIGATIONS AND RIGHTS OF PARTNER

2.1  DEVELOPMENT. Partner will ensure integration complies with the SP
Documentation for the Enterprise Portal or BI platform version with which the
referring Partner Integration is intended to be used by the Customer. Partner
may be granted upon request access to a test and demo system for the relevant
Enterprise Portal or BI platform version according to the then current
conditions. In addition, Integration developed and offered for distribution via
iViewStudio, or such other method as the parties may agree, requires SP
certification (targeted for availability in [*]).

2.2  MAINTENANCE. In the event that either a new version of the SP products or a
new version of the Partner Software is released, Partner agrees to modify the
Integration to conform to reasonable revised specifications of the most current
Enterprise Portal or BI platform version issued by SP and provided to Partner
within [*] days after version release.

2.3  RELATIONSHIP. Partner shall not be authorized to conclude contracts or make
binding promises on behalf of SP. Neither Partner nor its employees shall have
the right to make any representation or warranty on behalf of SP. SP is not a
reseller of Partner's Content, and as such, all contracts to utilize and obtain
such Content, as referenced in APPENDIX 1, shall be made solely and
independently between the Customer and Partner.

2.4  LICENSE. Subject to the terms and conditions of this Agreement, Partner
hereby grants SP a non-exclusive, worldwide, royalty-free license to (i) market,
license, distribute, reproduce, display, perform, transmit, repackage, resell
and promote the Integration; (ii) access the Testing Content for the sole
purpose of demonstration and testing; and (iii) provide Customers access to the
Integration and Content, subject to any rules established by SP and Partner in
accordance with this Agreement. If necessary, additional license grants to SP by
Partner and the terms pursuant to which SP will distribute the Integration are
referenced in APPENDIX 6.

2.5  LICENSE RESTRICTIONS. SP acknowledges Partner Software, product, or
services and its structure, organization and source code constitute valuable
trade secrets of Partner. Accordingly, except as expressly allowed under
SECTIONS 2.4, 3.1 and in APPENDIX 6 (if applicable), SP agrees not to (a)
modify, adapt, alter, translate, or create derivative works of the Partner
Software; (b) merge the Content or Partner Software with other software in a way
otherwise than as agreed upon; or (c) distribute, sublicense, lease, rent, loan,
or otherwise transfer the Content or Partner Software to any third party; or (d)
reverse engineer, decomplile, disassemble, or otherwise attempt to derive the
source code for the Content or the Partner Software. SP must not remove, alter,
or obscure in anyway any proprietary rights notices (including copyright
notices) of Partner on or within the Content or the Partner Software.

2.6  PARTNER REQUIREMENTS & BENEFITS. In conjunction with meeting the
obligations outlined in, but not limited to, Section 2 of this Agreement,
Partner is responsible for satisfying the requirements listed in APPENDIX 8 and
shall be awarded the benefits listed therein.

2.7  REQUIRED CUSTOMER ACKNOWLEDGMENT. Partner agrees to obtain a contractual
acknowledgement from each Customer accessing or utilizing the Content via the
Enterprise Portal or BI platform, disclaiming SP's responsibility and liability
resulting thereof, concerning the accuracy or quality of the data transmitted by
Partner to such Customer.

2.8  CUSTOMER SUPPORT. Partner shall respond promptly and professionally to
questions, comments, complaints and other reasonable requests by Customer's or
by SP regarding the Integration and Content, and shall cooperate and assist SP
in promptly answering Customer requests. Partner shall provide support to
Customers and SP in accordance with the terms and conditions set forth in
APPENDIX 4.

2.9  DUTY TO INFORM. Partner shall promptly provide SP with any information of
which Partner has actual knowledge related to the Integration and/or the Content
which could reasonably lead to a claim, demand, or liability of or against SP
and/or its Affiliates by any third party and/or Customer.

2.10  PROMOTION. At its sole discretion, Partner shall use commercially
reasonable efforts to market the Partner integration and shall, at a minimum,
cooperate with and reasonably assist SP in supplying material for SP's marketing
and promotional activities which relate to the Enterprise Portal and/or BI
solutions and Partner's participation. Additionally Partner shall use
commercially reasonable efforts to enter into agreements with Customers
concerning the said Integration.

2.11  OWNERSHIP BY PARTNER. As between the parties, SP acknowledges that the
Partner Integration developed by the Partner for the usage of Content

[*] CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIALITY TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PARTS.

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SP Standard Terms & Condition - Technology & Content Partner Agreement



and the Content it provides, are and shall remain the exclusive property of
Partner. Partner shall be the sole and exclusive owner of all right, title and
interest worldwide including, without limitation, any patents, copyrights,
trademarks, trade secrets, applications, or other intellectual property rights
(altogether referred herein after as "Intellectual Property Rights") relating
thereto. Partner shall have the sole right, but not the obligation, to: (i)
apply to register any copyrights, domain names or trademarks and to patent any
inventions concerning the Content or Integration they developed; (ii) prosecute
any applications for the Intellectual Property Rights referred to in subsection
(i) above, until registration or a patent issues; and (iii) maintain and/or
renew any patents or registrations referred to in subsection (ii) above. SP
agrees to provide testimony at any time in connection with any proceedings
affecting the right, title, interest or benefit of Partner in the Content and
Integration they developed, and to execute and deliver upon legally approved
request of Customers such additional documents as are necessary or desirable to
give full effect to these rights of Partner.

2.12 COMPLIANCE WITH LAWS AND REGULATIONS. If Partner offers Integration of
services to third parties in connection with or to be used in connection with
the Enterprise Portal or BI platform referenced herein, Partner is responsible
for the observance of all applicable national and international laws, rules,
directives and regulations in addition to those referenced in SECTION 7 hereto.

3.   OBLIGATIONS AND RIGHTS OF SP

3.1  DEVELOPMENT. SP reserves the right to develop additional Integration
modules, necessary for accessing or to be used in conjunction with Partner's
Content, for resell or distribution by SP to Customers. In case SP decides to
develop Integration modules, the parties shall mutually agree upon the
conditions for Partner to provide SP with necessary technical or development
information, if requested by SP.

3.2  OWNERSHIP BY SP. Partner acknowledges, as between the parties, SP shall be
the sole and exclusive owner of all right, title and interest worldwide in any
SAP or SP Software. SP Documentation and Integration developed by SP including,
without limitation, on a worldwide basis, any intellectual Property Rights
relating thereto. SP shall have the sole right, but not the obligation, to: (i)
apply to register any copyrights, domain names or trademarks and to patent any
inventions concerning the Enterprise Portal or BI platform and any Integration
developed by SP; (ii) prosecute any applications for the Intellectual Property
Rights referred to in subsection (i) above until registration or a patent
issues; and (iii) maintain and/or renew any patents or registrations referred to
in subsection (ii) above. Partner agrees to provide testimony at any time in
connection with any proceedings affecting the right, title, interest or benefit
of SP in, to or under the Enterprise Portal or BI platform and the Integration
SP develops and to execute and deliver upon request of Customers such additional
documents as are necessary or desirable to give full effect to and perfect the
rights of SP under this Agreement.

3.3  STANDARD DELIVERY OF INTEGRATION. Upon successful completion of SP
certification and the payment of applicable fees, SP shall include Partner's
Integration within the iViewStudio or such other method as the parties may
agree.

3.4  CONFORMITY WITH SP LOOK & FEEL. Partner acknowledges and agrees that SP
owns all right, title and interest in and to the SP look and feel of the
Enterprise Portals and BI. When providing links to SP webpages and/or using SP
material, Partner will not infringe upon SP's rights in the SP look and feel.
Any Partner links shall clearly identify the content source as Partner's and
shall contain the following statement: "SAP Portals, Inc. has no responsibility
or liability for any content, data, or services provided by Partner or accessed
at or through this site."

3.6  LICENSE. Subject to the terms and conditions of this Agreement, SP hereby
grants Licensee a non-exclusive, worldwide, royalty-free license to use the SP
Documentation to develop the Partner Integration. Access to a demo or mirror
site of Enterprise Portals for purposes of developing, testing and evaluating
the Partner Integration shall be subject to the provision of Appendix 5 hereto.

3.7  TECHNICAL SUPPORT AND DOCUMENTATION. SP shall provide Partner with a
reasonable level of technical support and SP Documentation to enable Partner to
develop the Partner Integration and to perform its duties under this Agreement.
Under the terms of this Agreement, SP reserves the right and sole discretion,
at anytime and without undue notice, to establish, revise, modify and update
the SP Documentation. Partner is responsible for compliance with Sections 2.1
and 2.2 as they relate to this provision as set out above.

3.8  RELATIONSHIP. SP shall not be authorized to conclude contracts or make
binding promises on behalf of Partner. Neither SP nor its employees shall have
the right to make any representation or warranty on behalf of Partner.

3.9  LICENSE RESTRICTIONS. Partner acknowledges the SP Software and its
structure, organization and source code constitute valuable trade secrets of
SP. Accordingly, except as expressly allowed pursuant to Section 3.6, Partner
agrees not to (a) modify, adapt, alter, translate, or create derivative works
from the SP Software; (b) merge the SP Software with other software; (c)
distribute, sublicense, lease, rent, loan, or otherwise transfer the SP
Software to any third party; or (d) reverse engineer, decompile, disassemble,
or otherwise attempt to derive the source code for the SP Software. Partner
must not remove, alter, or obscure in any way all proprietary

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SP Standard Terms & Condition - Technology & Content Partner Agreement



rights notices (including copyright notices) of SP on or within the copies of
the SP Software furnished by SP to Partner.

3.10 COMPLIANCE WITH LAWS AND REGULATIONS. SP is responsible for the Enterprise
Portal and BI and shall observe all applicable national and international laws,
rules, directives and regulations.

3.11 PROMOTION. SP may at its sole discretion promote the Partner Integration
and/or Content in appropriate marketing materials.

3.12 CO-DEVELOPMENT. In the event the parties agree to engage in a
co-development project to jointly develop integration modules or other
functionality to be made available to customers in connection with Partner's
content, the parties shall execute a Co-Development Agreement prior to the
start of such project, which shall address product definition, distribution
rights, ownership, and such other terms as the parties may agree. Each party
shall bear its own expenses incurred in such co-development effort, unless
otherwise specifically agreed in writing.

4.   PROGRAM FEES

4.1  Partner agrees to pay the Program Fees as set out in Appendix 2 hereto. SP
may change Program Fees upon thirty (30) days written notice prior to the end
of the then current term.

4.2  TAXES. Partner shall be responsible for all taxes, fees and costs,
excepting income and corporate taxes of SP.

5.   MARKETING AND TRADEMARKS

5.1  JOINT MARKETING PLAN. SP and Partner may design a cooperative marketing
program as defined in Appendix 7 that encompasses both internal Alliance
personnel awareness training and external marketing activities. Both parties
must approve such cooperative marketing efforts and any co-funded marketing
activities.

5.2  PROMOTIONAL MATERIALS. Each party will submit to the other party, for its
prior approval, which shall not be unreasonably withheld or delayed, any
marketing, advertising, press release, and all other promotional materials
related to the Integration and the Content, and/or referencing the other party
and/or its trade names, trademarks, and service marks (the "Promotional
Materials"). Each party shall solicit and reasonably consider the views of the
other party in designing and implementing such Promotional Materials. Once
approved, the Promotional Materials may be used by a party and its Affiliates
for the purpose of promoting the Integration and the Content contained therein
and reused for such purpose until such approval is withdrawn with reasonable
prior written notice. In the event such approval is withdrawn, existing
inventories of Promotional Materials may be depleted, except where such use
would violate the rights of third parties or applicable law. Partner is
entitled to participate in SP's promotional activities as outlined in Appendix
7 hereto. Notwithstanding the foregoing, (i) each party may issue press
releases and other disclosures if requested and required by law and as
reasonably advised by legal counsel without the consent of the other party and
(ii) SP may issue press releases concerning the Enterprise Portal or BI
platform without Partner's approval, and such press releases may reference the
name of Partner as a participant of the SAP Portals' Technology & Content
Partner Program.

5.3  TRADEMARK LICENSE. In designing and implementing the Promotional Materials
and subject to the other provisions contained in this Agreement, Partner and SP
shall be entitled to use the trademarks, trade names and service marks of the
respective other party, as listed in Appendix 3 (the "Marks") subject to change
from time to time, provided that each party: (i) does not create a unitary
composite mark involving a Mark of the other party without the prior written
approval of such other party, and (ii) displays symbols and notices clearly and
sufficiently indicating the trademark status and ownership of the other party's
Marks in accordance with applicable trademark law, practice and the rules and
procedures adopted by the other party and notified to the party using such Mark.
The foregoing rights are non-exclusive, non-transferable and revocable by the
granting party at any time. Each party acknowledges the ownership of the other
party in the Marks of the other party and agrees that all use of the other
party's Marks shall be under the present license and shall be on behalf of the
respective Mark owner.

5.4  INFRINGEMENT PROCEDURES. Each party agrees to promptly notify the other
party of any unauthorized use of the other party's Marks of which it has actual
knowledge. Each party shall have the sole right and discretion to bring
proceedings alleging infringement of its Marks or unfair competition related
thereto; provided, however, that each party agrees to provide the other party
with its reasonable cooperation and assistance at the requesting party's expense
with respect to any such infringement proceedings.

6.   INDEMNIFICATION

6.1  Partner shall indemnify SP against all third party or Customer claims,
liabilities and costs, including reasonable legal fees, reasonably incurred in
the defense of any claim, arising out of Partner's provision of their
Integration, Content and/or any other violation of its obligation under this
Agreement. Partner shall indemnify SP to the extent the action is based upon a
third-party claim that the Partner Marks, Integration and/or Content infringes
or misappropriates any patent, copyright, trademark, or  trade secret of that
third party, and Partner will pay those costs and damages finally awarded
against SP in any such action that are specifically attributable to such claim
or those costs and damages agreed to in a


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SP Standard Terms & Condition - Technology & Content Partner Agreement

monetary settlement of such action. Partner's indemnity obligations are
subject to the following conditions: SP notifying Partner promptly in writing
of such action, providing sole control of the defense thereof and any related
settlement negotiations, and SP cooperating and, at Partner's reasonable
request and expense, assisting in such defense. Partner shall have no liability
if the alleged infringement is caused by any modification or combination of the
Partner's products with the SP Software or other non-Partner equipment,
programs or data, where the Partner's products alone would not have given rise
to the claims.

6.2  Either party is entitled to temporarily suspend this Agreement if such
party has actual knowledge of any unlawful content or service being provided by
the other party in relation to this Agreement, in particular by receiving a
formal warning letter by a person alleging such violation--unless such warning
letter is obviously abusive--and/or by statements of public authorities such as
courts, administrative agencies and/or district attorneys' offices. The party
shall inform the other party of such suspension immediately and shall ask the
other party to remove the allegedly unlawful content or service or to provide
evidence for the lawfulness of such content or service. If the other party
fails to remove the unlawful content or service or provide evidence of
lawfulness within two (2) business days following receipt of notice from the
non-breaching party, the non-breaching party may terminate this Agreement upon
written notice to the breaching party.

7.   WARRANTIES

7.1  SP represents and warrants that it either owns or has been granted a
license to use the SP Marks on the Enterprise Portal or BI platform. SP further
represents and warrants that it will render all services set forth in this
Agreement in a workmanlike and professional manner. Due to the nature of the
Internet, however, SP does not warrant the uninterrupted access to iViewStudio
(or other similar webpages) or the Content.

7.2  SP excludes any other warranty, in particular any warranty with regard to
the Internet connectivity of the Enterprise Portal or BI platform.

7.3  If Partner offers, or has for offer, any integration for download on a
webpage other than one endorsed by SP (such as iViewStudio), Partner agrees on
such website to include, or have included, in an appropriate and noticeable
manner, language indicating:

     7.3.1     Partner is solely responsible for the Content and services of
any Integration it provides, whether SP certified or not, and that

     7.3.2     SP is not responsible to Customers for the Content and services
contained and/or obtained from said website, nor for any expense, loss or
damage arising out of transactions consummated, rejected or otherwise not
completed through the said website, or arising from any other use of the
Integration and Content by Customers.

7.4  Disclaimer. THE EXPRESS WARRANTIES SET FORTH IN SECTION 7 ARE IN LIEU OF
ALL OTHER WARRANTIES. SP AND PARTNER DISCLAIM ALL OTHER WARRANTIES OR
CONDITIONS, WHETHER EXPRESS, STATUTORY, OR IMPLIED, REGARDING THE PARTNER
INTEGRATION, SP SOFTWARE, INTERFACE AND CONTENT, INCLUDING WITHOUT LIMITATION
WARRANTIES OF TITLE, NON-INFRINGEMENT ACCURACY, QUIET ENJOYMENT, FITNESS FOR A
PARTICULAR PURPOSE, INFRINGEMENT OF THIRD-PARTY RIGHTS, PERFORMANCE, FREEDOM
FROM ERRORS OR UNINTERRUPTED USE AND MERCHANTABILITY; EXCEPT TO THE EXTENT SUCH
DISCLAIMERS ARE EXPRESSLY DISALLOWED UNDER APPLICABLE LAW.

8.   LIMITATION OF LIABILITY

8.1  Each party is obliged to take appropriate measures to protect its data and
programs, in particular through making back-up copies in machine-readable form
at intervals which are usual in its area of activity, at least, however, once
daily. Notwithstanding the other provisions of this Section, neither party
shall be liable for the loss of data and its restoration if unavoidable through
compliance with the obligations under this provision.

8.2  Claims for damages by either party shall expire at the latest one (1) year
after such party has become aware of the damaging event. This does not apply to
claims under tort.

8.3  NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THIS AGREEMENT, THE CONTENT, THE
PARTNER SOFTWARE OR SP SOFTWARE, OR FOR ANY INTERRUPTION OF LOSS OF BUSINESS,
LOSS OF DATA, REFUNDS OF ANY KIND, LOSS OF PROFITS, LOSS OF INCOME OR COST OF
REPLACEMENT SERVICES, HOWEVER CAUSED AND IN ANY THEORY OF LIABILITY, WHETHER OR
NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT
SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY (OR ANY PARTY CLAIMING THROUGH
OR UNDER SUCH PARTY) IN AN AMOUNT EXCEEDING USD $100,000 PER DAMAGE CLAIM OR
USD $200,000 CUMULATIVELY.

8.4  THE FOREGOING LIMITATIONS IN SECTION 8.3 ABOVE SHALL NOT APPLY TO BREACHES
OF A PARTY'S CONFIDENTIALITY OBLIGATIONS AS SET FORTH IN SECTION 9 HEREOF OR
INDEMNITY OBLIGATIONS AS SET FORTH IN SECTION 6 HEREOF.

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SP Standard Terms & Condition -- Technology & Content Partner Agreement

9.        CONFIDENTIALITY

9.1       Each party receiving Confidential Information from the other party
("Receiving Party") expressly undertakes to retain in confidence all
Confidential Information transmitted, after or before the execution of this
Agreement, to the other party ("Disclosing Party"). The Receiving Party will not
use any Confidential Information of the Disclosing Party for any purpose not
expressly permitted by this Agreement, and will disclose the Confidential
Information of the Disclosing Party only to the employees of the Receiving
Party who have a need to know such Confidential Information for purposes of
this Agreement. The Receiving Party will protect the Disclosing Party's
Confidential Information from unauthorized use, access, or disclosure in the
same manner as the Receiving Party protects its own confidential or proprietary
information of a similar nature and with no less than reasonable care. As
between the parties, all Confidential Information is the property of the
Disclosing Party. The Confidential Information of the Disclosing Party in the
possession or control of the Receiving Party will be returned or destroyed at
the option, and in accordance with the instruction of, the Disclosing Party.

9.2       The terms of confidentiality under this Agreement will not be
construed to limit either party's right to independently develop or acquire
products without use of the other party's Confidential Information or
Intellectual Property Rights or the related information.

9.3       The obligations contained in Sections 9.1 and 9.2 above shall
survive even after the termination of this Agreement. Without granting any
right or license, the foregoing obligations contained in Sections 9.1 and 9.2
shall not apply to the extent that the Receiving Party can demonstrate that
such Confidential Information of the Disclosing Party

          (i)   is the public domain and is available at the time of disclosure
or which thereafter enters the public domain and is available through no
improper action or inaction by the receiving party or any affiliate agent or
employee of the receiving party, or

          (ii)  was in the possession of or known by the Receiving Party prior
to receipt from the Disclosing Party, or

          (iii) was rightfully disclosed to the Receiving Party by a third
party without any confidentiality restriction, or

          (iv)  is independently developed by the receiving party without
access to such Confidential Information of the disclosing party.

9.4       In addition, the Receiving Party will be allowed to disclose
Confidential Information of the Disclosing Party to the extent that such
disclosure is (i) approved in writing by the Disclosing Party or (ii) required
by law or by a legal order or a court of similar judicial or administrative
body, provided that the Receiving Party notifies the Disclosing Party of such
required disclosure immediately in writing.

10.       TERM AND TERMINATION

10.1      INITIAL TERM.  The initial term of this Agreement shall commence upon
affixation of signatures and shall continue in effect for an initial term of
one (1) year. Thereafter, this Agreement shall automatically renew for one (1)
year periods until terminated by one party upon three (3) months prior written
notice to the other party with effect to the expiration of the then-current
term. Any partner who signs this Agreement prior to December 31, 2001 shall
have an initial ending term of December 31, 2002.

10.2      TERMINATION FOR CAUSE. Either party may terminate this Agreement for
cause. This includes, without limitation, situations where:

          10.2.1    the other party neglects or fails to perform or breaches a
material obligation or term hereunder, and such neglect, failure, or other
breach continues unremedied for a period of one (1) month after receipt of
written notice by the non-defaulting party to the defaulting party, or

          10.2.2    the other party becomes insolvent; proposes any
dissolution, liquidation, composition, financial reorganization or similar
proceedings with respect to its property or business, and such continues
unremedied for a period of one (1) month after receipt of written notice by the
other party.

10.4      DISCONTINUATION AND COMMUNICATION. Either party, upon an event of
termination may discontinue the interface of the Integration as well as its
promotion activities for other party without undue delay. Upon termination each
party's obligations under this Agreement shall immediately terminate.
Additionally, the parties hereto agree that communications to Customers and any
publications/press releases regarding such termination shall be mutually agreed
upon, in writing, prior to distribution.

10.5      RETURN OF CONFIDENTIAL INFORMATION. Upon termination or expiration of
this Agreement for any reason, the Receiving Party must return to the Disclosing
Party the Confidential Information in its control or possession and received
from the Disclosing Party within thirty (30) days.


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SP Standard Terms & Condition -- Technology & Content Partner Agreement

10.6 CONTINUING OBLIGATION OF SUPPORT IN EVENT OF TERMINATION. In the event
that this Agreement is terminated for any reason, Partner is responsible that
the Content (as defined in APPENDIX 1) and the Partner developed integration
shall continue to be fully compatible with the then most recent version of the
Enterprise Portals, and SP is responsible to maintain the current Enterprise
Portal and BI functionality in such a manner that it shall work in compliance
with the then recent Partner Integration and Content for a period of one (1)
year from the effective date of termination. In this case, the provisions of
this Agreement, including but not limited to SECTION 5, shall survive the
termination of this Agreement to a period of one (1) year from the effective
date of termination.

10.7 SURVIVAL OF PROVISIONS. Any provisions of this Agreement that, by their
nature, require performance after termination, shall survive any expiration or
early termination of this Agreement for any reason. Without limiting the
foregoing, the parties agree that SECTIONS 1, 2.3, 2.5, 2.11, 2.12, 3.2, 6,
7.4, 8, 9, 10.4 THROUGH 10.8 AND 11 will survive expiration or termination of
this Agreement for any reason. In particular, Partner's obligation with respect
to contracts with Customers shall not be affected by termination.

10.8 PAYMENTS. Any payments owing or accrued as of the effective date of
termination, shall be promptly paid by the respective party to the other.

11.  MISCELLANEOUS

11.1 NOTICES. All notices shall be in writing and delivered personally or by
mail. All notices shall be addressed to the addresses appearing in the
introductory section of this Agreement and shall be deemed delivered upon
receipt. Each party may change its address by written notice in accordance with
this Section.

11.2 EXCLUSIVITY. This Agreement is not exclusive. Both parties may enter into
similar agreements with other partners at their sole discretion.

11.3 MODIFICATION. This Agreement may only be modified in writing by SP and
Partner. This also applies to any waiver of this written form requirement.

11.4 NONWAIVER OF RIGHTS. The failure of either party to this Agreement to
object to any conduct of the other party that is in violation of the terms of
this Agreement shall not be construed as a waiver thereof, or as waiver of any
future breach or subsequent wrongful conduct.

11.5 ENTIRE AGREEMENT. This Agreement including all Appendices and other
attachments shall represent the entire understanding between the parties hereto
relating to the subject matter of this Agreement and supersede any and all
prior proposals or agreements, whether written or oral, that may exist between
the parties. No oral side agreements exist.

11.6 GOVERNING LAW AND VENUE. This Agreement shall be governed by and construed
in accordance with the laws of California without reference to the conflicts of
law principles. This Agreement shall not be governed by the United Nations
Convention of Contracts for the International Sale of Goods, the application of
which is hereby expressly excluded. Exclusive jurisdiction and venue for all
claims, actions and proceedings arising out of or in connection with this
Agreement shall be the federal or state courts of California.

11.7 SEVERABILITY. If a court finds any provision of this Agreement invalid or
unenforceable, this will not affect any other provision of this Agreement. The
parties already agree to replace the invalid and/or unenforceable provision
with a valid and enforceable provision that shall have the same economic effect
and reflect the parties' intent in entering into this Agreement.

11.8 INDEPENDENT CONTRACTORS. Both parties represent that they are independent
contractors in performing all obligations hereunder, and nothing contained
herein shall be deemed or construed to create any employer/employee
relationship or any partnership or joint venture between the parties or their
respective directors, officers, employees, or independent contractors. Neither
party shall conclude agreements or make promises, representations or warranties
on behalf of the other party.

11.9 ASSIGNMENTS. Unless otherwise provided for in this Agreement, neither party
shall transfer, assign or sublicense its rights or obligations under this
Agreement to any other third party, in whole or in part, without the prior
written consent of the other party, which consent shall not be unreasonably
withheld. Either party may assign this Agreement, or any or all rights under
this Agreement without the other party's prior written consent to (i) any
Affiliate, (ii) its respective parent organization or (iii) in connection with a
merger or sale of all or substantially all of the assets of such party, however,
if such merger or sale is not acceptable to the other party, this party shall
have the right to terminate the Agreement upon thirty (30) days prior written
notice to the other party. Any purported assignment by either party in violation
of this Section will be null and void.

11.10     FORCE MAJEURE. Any delay in the performance of any duties or
ogligations of either party will not be considered a breach of this Agreement if
such delay is caused by a labor dispute, shortage of materials, fire,
earthquake, flood, or any other event beyond the

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SP Standard Terms & Condition-Technology & Content Partner Agreement

control of such party, provided that such party uses reasonable efforts, under
the circumstances, to notify the other party of the circumstances causing the
delay and to resume performance as soon as possible.


IN WITNESS WHEREOF, each of the parties, by its duly authorized representative,
has entered into this Agreement as of the last date stated below (the "Effective
Date").

<Table>
<S>                                                               <C>
SAP PORTALS, INC.                                                 PARTNER: BACKWEB TECHNOLOGIES
/s/ GIL PEREZ                                                     /s/ EREZ LORBER
------------------------                                          -----------------------------
Signature                                                         Signature

GIL PEREZ                                                         EREZ LORBER
------------------------                                          -----------------------------
Printed Name                                                      Printed Name

VP Global Alliances & Partners                                    VP, Worldwide Business Development
------------------------------                                    -----------------------------------
Title                                                             Title

01/04/01                                                          12/19/01
------------------------                                          -------------------------------
Date                                                              Date
</Table>


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SP Standard Terms & Condition - Technology & Content Partner Agreement


                                                                      APPENDIX 1

                      DESCRIPTION OF CONTENT & INTEGRATION
                      ------------------------------------
                                     [*]

[*] CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED "[*]" HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.




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SP Standard Terms & Condition - Technology & Content Partner Agreement


                                                                      APPENDIX 2

                   TECHNOLOGY & CONTENT PARTNER PROGRAM FEES
                   -----------------------------------------

Annual Fee: [*] USD

Terms: [*]

Certification: [*]



[*] CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED "[*]" HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.



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SP Standard Terms & Condition - Technology & Content Partner Agreement
                                                                      APPENDIX 3

                                    SP MARKS

THE SAP PORTALS PARTNER LOGO:

Partner is authorized to use the assigned SP's Partner logo as noted below, in
accordance and agreement with the terms and conditions of this Exhibit and the
Agreement. This logo is related to the Partner's area of cooperation and is the
only officially authorized logo to communicate the partner relationship with SP
as far as this Agreement is concerned.

When advertising, partners should use their own company/product/service logos.
They may in addition use their assigned SP Partner logo, but only to underline
the compatibility of the advertised products and services with SP in the
relevant area as set forth in the corresponding SAP Portals Strategic Sales &
Marketing Alliance Agreement and to highlight the partnership with SP in this
context.

SAP, SAP PORTALS, AND ALL OTHER NAMES OF SAP SOLUTIONS, PRODUCTS, AND SERVICES
ARE TRADEMARKS OF SAP AG:

Each trademark of SAP referred to in a document (brochure, website etc.) must
be marked as such by putting the superscript (R)(1) or TM(2) the first time the
term occurs, and must be referenced by a trademark notice(3). When referring to
SAP Portals for the first time, this would mean: SAP(R) Portals.

-------
(1)  (R) must be put in the case of registered trademarks.
(2)  TM is used in all other cases.
        (a)   SAP as a branded name is registered in most countries around the
              world and is marked with the (R). (For trademark notice, see
              (3)(a))
        (b)   The name SP is currently in the process of registration. Please
              put the TM until further notice. (For trademark notice, see
              (3)(B))

(3)  Trademark notice as a footnote, positioned, for example, near the
     copyright signage.
(a)  'SAP is a registered trademark of SAP AG.'
(b)  'SAP Portals is a trademark of SAP AG.'
(c)  'SP is a trademark of SAP AG.'

If appropriate, use a logical combination of the notices above in accordance
with the SAP names mentioned.
[SAP names] are trademarks or registered trademarks of SAP AG.

NAMING PRODUCTS LINKED TO SAP PRODUCTS:

Companies may not make the name SAP, or any other names belonging to SAP
trademarks, part of the name of their own business, solutions, products or
services or incorporate these names and any logos from SAP, including the
awarded SAP Portals Partner logo, into logos they design for their own
business, solutions, products or services.

LIABILITY:

Whenever SP names are mentioned, Partner must make a clear and unambiguous
distinction between their own solutions, products and/or services as a Partner,
and the SP trademarks mentioned.

Partner must carefully consider SP's trademark regulations when mentioning SP
trademarks in their materials or in connection with their own products or
product names (see above).

The usage of original texts, graphics, pictures, and so on, from SP sources
must be approved by SP and a copyright notice must be included nearby or, if
appropriate, as a footnote, to indicate the SP's copyright, in the form: "(C)
SAP Portals (year). All rights reserved."

SP accepts no responsibility for any violation of legal regulations regarding
competition or trademark laws by partners.

In addition to these guidelines, country specific regulations may apply.


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SP Standard Terms & Condition - Technology & Content Partner Agreement


QUESTIONS:

Please refer any questions to your partner contact within SP for approval/
guidance.

To guarantee the stable value of the SP Partner logo, partners must strictly
observe these logo usage guidelines.

USING THE SAP PORTALS PARTNER LOGO:

Partners may not pass on the rights to the logo to a third party. Partners may
incorporate neither the SP Partner logo nor any other SP logo into their own
logos. The SP Partner logo usage is restricted to the duration of the
partnership; that is, Partners have to stop using the SP Partner logo as soon as
the partnership with SP is terminated.

The SP Partner logo is related to a specific partner product or service, and
should only be used for marketing materials, trade fair booths, or on web sites
relating to the specific product or service on which the partnership is based.

     *    The SP Partner logo must be used as provided by SP with no changes in
          color or design. Color positive application is standard. You may NOT
          use portions of the graphics, and any additional words, taglines,
          graphical elements in connection with the SP Partner logo are not
          permitted under any circumstances.

     *    You must use only approved SP artwork. Artwork for the logos is
          available in electronic form.

     *    The SP Partner logos must always be accompanied by the TM symbol.

     *    The SP Partner logo should only appear in a horizontal position and
          never appear below a minimum size of 2.5 cm or 1.0 inch wide
          (The partner logo TM sign is not part of this measurement). Sizes
          smaller than the minimum decrease legibility dramatically.

     *    To properly stage the SP Partner logo, a minimum clearance between
          the logo and other elements must be maintained. The full size of the
          logo indicates the measurement of minimum clearance between the logo
          and other elements on all sides of the logo.

     *    The SP Partner logo should never appear larger and/or more prominently
          than your trade name, service name, or trademark on any materials
          produced or distributed by your company.

     *    The SP Partner logo may never be used to represent the word "SAP
          Portals" either in a headline, a body copy or in any other context.


                      (LOGO WILL BE PROVIDED SEPARATELY)




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SP Standard Terms & Condition - Technology & Content Partner Agreement


                                 PARTNER MARKS
                                 -------------

To be provided within thirty (30) days of the Effective Date.
























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SP Standard Terms & Condition -- Technology & Content Partner Agreement

                                                                      APPENDIX 4

                                SUPPORT SERVICES

1.    SUPPORT PROCESS DESCRIPTION

1.1   Partner shall develop and maintain a technical support e-mail address
contact that Customers, SP consultants and other SP partners can use to submit
general questions, product inquiries and problem messages referring to the
Integration and Content. All questions, product inquiries and problem messages
related to the Enterprise Portal, BI or the Interface shall be in SP's
responsibility. All other inquiries and problem messages shall be in Partner's
responsibility.

1.2   For general e-mail support inquiries concerning Integration or Content
received through the Enterprise Portal or BI platform that are not considered
to be in SP's responsibility as specified in SECTION 1.1 of this Appendix,
Partner shall use its reasonable efforts to acknowledge receipt within 24
(twenty-four) hours (IRT). If a general inquiry cannot be satisfied within 5
(five) business days, the Partner will continue to follow-up on a weekly basis
with the Customer and provide a status update until the inquiry is satisfied.
Partner shall use its commercially reasonable efforts to achieve call closure
on all general inquiries within 10 (ten) days.

1.3   When the Partner receives problem messages, Partner shall use its diligent
and reasonable efforts to determinate whether a case is due to a problem with
the Integration, Content, Interface, Enterprise Portal, or BI.

      1.3.1  If the case appears to be related to the Integration or Content,
Partner shall perform support within the timeframe specified in TABLE "CASE
PRIORITY RESPONSE TIMES" in SECTION 2 of this Appendix.

      1.3.2  If the Partner, despite its reasonable efforts and the best of its
knowledge cannot resolve the case and it appears to be a problem related to the
Enterprise Portal or BI platforms, Partner's support organization shall refer
the case back to the Customer as quick as possible, and, inform the Customer
their message cannot be solved by the Partner, and that the Customer has to
contact SP Support directly and create an SP message in their regular SP
support system in order to provide SP with all case-specific data necessary for
SP for the solution delivery.

      1.3.3  Partner's support organization shall include specific
identification of the cause of the problem where possible, and, provide tests
to the extent practicable in the circumstances. The Customer shall then send
this data together with the problem message to SP to allow identification of
the problem environment.

1.4   When SP receives a Customer message not related to the Enterprise Portal
or BI platforms, SP shall as soon as possible ask the Customer to directly
contact the Partner for support.

1.5   In order to guarantee standard and consistent cooperative support,
including message handling, escalation of cases and general support, contact
information will be provided between both parties as specified in EXHIBIT I.

2.    SUPPORT LEVEL

2.1   In order to ensure SP's support of SP products and Partner's support of
partner products towards Customers, in compliance with the case definitions
specified in this Section and SECTION 1 of this Appendix, Partner agrees to
respond to the customers in accordance with the time frame defined in SECTION
1.2 and 1.3 of this Appendix. SP shall respond to the customers as shown in the
table below for all problem cases that might arise in relation with the
Enterprise Portal or BI, and forward to Partner all messages not related to SP
as defined in SECTION 1.4 of this Appendix.


TABLE: "CASE PRIORITY RESPONSE TIMES"

<Table>
<Caption>


PRIORITY    SEVERITY      INITIAL RESPONSE      UPDATE PERIOD     SOLVING PERIOD
<S>         <C>           <C>                   <C>               <C>

   1        emergency     60 minutes            4 hours           2 days
   2        critical      4 hours               1 day             4 days
   3        non-critical  8 hours               2 days            8 days
   4        Minor         16 hours              4 days            16 days
</Table>


Priority 1:         all messages have to be processed 7x24
Priority 2-4:       all messages are processed in normal business hours.



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SP Standard Terms & Condition -- Technology & Content Partner Agreement

Definition of Case Severity:

     "Emergency case"         Shall mean any case with complete standstill of a
                              productive system and severe impairment of vital
                              functions.
     "Critical case"          Shall mean any case with impact on the production
                              system, with serious failure of central functions,
                              or leading to a serious interruption of business
                              or having an intermediate financial impact on
                              business.
     "Non-critical case"      Shall mean any case leading to interruptions in
                              normal operations caused by a malfunctioning or
                              unavailable function in the respective product.
     "Minor case"             Shall mean any case with no or only minor
                              interruptions in normal operations. This is caused
                              by mal-functioning or unavailable functions in the
                              SAP system that are not required on a daily basis
                              or not used regularly.

2.2. In order to ensure SP's support to Customers, Partner shall make
available the necessary infrastructure and equipment to provide (remote)
support worldwide for the cases specified in Section 1.1 to 1.4 of this
Appendix. Partner agrees to establish an escalation procedure to handle
escalated situations according to Section 3 of this Appendix.

2.3  Each party shall respond to and use reasonable efforts to resolve Customer
cases in a prompt manner. Each party acknowledges that, despite a party's
reasonable efforts, not all problems may be solvable.

3.   ESCALATION OF CUSTOMER PROBLEMS

3.1  The escalation procedure ("Escalation") will be applied as described
hereafter when either party believes a customer situation requires additional
attention by the other party to resolve the problem. Escalation is triggered by
the Customer, by high levels of Customer anxiety and/or Customer complaint, as
well as by one or both parties.

3.2  Both parties agree to designate regional escalation contacts that will
cooperate closely in case of escalation and agree to involve this regional
escalation contact if the case cannot be solved on a local level.

3.3  Either party's escalation contact or support engineer may call the other
party's escalation contact. When a party requests escalation both parties must
commonly agree to escalate the case and must coordinate an action plan to
resolve the Customers' problem. The minimum steps are (a) to address resources
or increase them if already addressed; (b) to define responsibilities for each
action; (c) to define expected completion of each action; (d) to define
contingency/next steps if desired results are not achieved. The escalation
procedure can be modified upon mutual agreement among the designated contacts
whenever the situation requires.

3.4  Each party shall designate in Exhibit 1 of this Appendix, names and direct
dial telephone numbers of the escalation contacts. The designated escalation
contact(s) may be changed at any time by verbal notice to the other party
confirmed in writing. The designated escalation contact(s) shall monitor the
support processes and co-operate in any possible escalation process. Partner
may assign additional persons to the escalation team upon mutual consent.

3.5  The parties agree escalation contacts shall be available within normal
business hours to handle emergency situations. If required, both parties agree
to staff a de-escalation taskforce on-site if need be. Both parties will
mutually agree how costs will be distributed between the parties according to
the reasons of escalation.

3.6  The common de-escalation taskforce will be set up upon mutual agreement
between the Customer, Partner and SP. This on-site taskforce can be kept in
place for several weeks, if the circumstances so require.

3.7  When both parties state the problem is resolved or the situation no longer
requires escalation, the escalation is closed. Each party will exchange with
the other party the final reports summarizing the actions taken and results of
these actions, likelihood of problem recurrence and recommended future actions.


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SP Standard Terms & Condition -- Technology & Content Partner Agreement

                                                         EXHIBIT 1 TO APPENDIX 4

                          SUPPORT CONTACT INFORMATION

To be provided within thirty (30) days of the Effective Date.



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SP Standard Terms & Condition - Technology & Content Partner Agreement

                                                                      APPENDIX 5

                     SAP PORTALS SOFTWARE LICENSE AGREEMENT

This SP Restricted Software License Agreement is conditioned upon Partner
licensing to SP Partner's software products and is entered into by and between
SAP Portals, Inc., a Delaware corporation, ("SP"), and Partner ("Licensee"), as
of the Effective Date.

PREAMBLE

WHEREAS, SP has developed and licenses certain enterprise portal and business
intelligence software products;

WHEREAS, Licensee desires to acquire a license to exercise certain license
rights with respect to such SP software products, exclusively for
demonstrations and marketing purposes;

WHEREAS, SP desires to grant such license, only in order to enable Licensee to
demonstrate and market the SP software products;

NOW, THEREFORE, in consideration of the covenants and representations made
herein, the parties hereby agree to the following.


1.   DEFINITIONS

1.1  DESIGNATED SITE(S). Location(s) controlled by and specified in EXHIBIT 1
hereto.

1.2  DESIGNATED UNIT(S). Each individual computer located at a Designated Site
in which the SP Software is installed and specified in EXHIBIT 1 hereto.

1.3  DOCUMENTATION. SP Documentation, in any medium, which is delivered to
Licensee under this Agreement, including SP manuals, training materials,
program listings, data models, flow charts, logic diagrams, functional
specifications, instructions, and complete or partial copies of the foregoing.

1.4  EXTENSION. An addition to the SP Software which does not require a
Modification of the Software.

1.5  MODIFICATION. A change to the SP Software which changes the source code.

1.6  TECHNOLOGY & CONTENT PARTNER AGREEMENT. The Technology & Content Partner
Agreement dated 12/19/01, by and between SP and Licensee.

1.7  TECHNOLOGY & CONTENT PARTNER ALLIANCE. The third party software vendors
who are participating in the SP Technology & Content Partner Program in order
to provide customers with access to content for usage in conjunction with SP
Software.

1.8  NON-PRODUCTIVE USE. The Use of the SP Software for training, demonstration
or testing purposes.

1.9  PRODUCTIVE USE. The Use of SP Software in operation of Licensee's business
or the business of any person, firm or organization other than for
Non-Productive Use.

1.10 PROGRAM CONCEPTS. Concepts, techniques, ideas, and know-how embodied and
expressed in any computer programs or modules included in the SP Software,
including their structure, sequence, and organization.

1.11 PROPRIETARY INFORMATION. Means: (i) with respect to SP, the SP Software
and Documentation and any complete or partial copies thereof, the Program
Concepts, any other third-party software licensed with or as part of the SP
Software, benchmark results, and any other information identified or reasonably
identifiable as confidential and proprietary information of SP or its licensors
("SP PROPRIETARY INFORMATION"); and (ii) with respect to Licensee, information
identified or reasonably identifiable as the confidential and proprietary
information of Licensee ("LICENSEE PROPRIETARY INFORMATION"), shall be deemed
to be Confidential Information excluding any part of the SP or Licensee
Proprietary Information which: (a) is or becomes publicly available through no
act or failure of the other party; or (b) was or is rightfully acquired by the
other party from a source other than the disclosing party prior to receipt from
the disclosing party; or (c) becomes independently available to the other party
as a matter of right.

1.12 RELEASE. Each issuance of the SP Software identified by the numeral to the
left of the decimal point (e.g., 3.0).




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SP Standard Terms & Condition - Technology & Content Partner Agreement


1.13 SAP AFFILIATE. A corporation in which SP or SAP AG owns, directly or
indirectly, more than fifty percent of the voting securities.

1.14 LICENSEE AFFILIATE. A corporation in which the Licensee owns directly or
indirectly more than fifty percent of the voting securities.

1.15 SP SOFTWARE. The software, as specified in EXHIBIT 1 hereto, which is
licensed for Use by Licensee hereunder.

1.16 THIRD PARTY DATABASE. The third-party proprietary database approved by SP
for the demonstration of the SP Software pursuant to the terms of this
Agreement.

1.17 USE. To load, execute, access, employ, utilize, store, display or otherwise
Use.

1.18 VERSION. Each issuance of each Release of the SP Software identified by the
numeral to the right of the decimal point (e.g. 3.1).

2.   LICENSE GRANT

2.1  SCOPE OF LICENSE. Subject to the terms and conditions and the accuracy of
the Licensee's representations hereinafter set forth, SP grants to Licensee a
non-exclusive, non-transferable license to Use the SP Software and Documentation
hereto solely for Non-Productive Use as contemplated by and set forth in this
Agreement. No other uses or copies of the SP Software or any part thereof may be
made by Licensee without the express written consent of SP.

2.2  RESTRICTIONS ON NON-PRODUCTIVE USE. License agrees to Use the SP Software,
Documentation and SP Proprietary Information provided hereunder solely for
Non-Productive Use as follows:

     (a) Subject to Licensee's obligations of confidentiality pursuant to
SECTION 6.2. Licensee's employees who are necessary for the performance of the
Technology and Content Partner Agreement may Use the SP Software to practice on
the Use, Installation, implementation, and support of the SP Software:

     (b) Licensee shall not Use, demonstrate or integrate any third party
software, applications, programs, components, interfaces or any other
intellectual property with the SP Software or other SP Proprietary Information
without the express written consent of SP; provided, however, that nothing
herein precludes Licensee from using any third party software included with the
SP Software and to which Licensee holds a valid license to use such third party
software.

     (c) Licensee shall not Use, substitute or replace the SP Software,
including any of its applications, programs, components, interfaces or
intellectual property with any third party software, applications, programs,
components, interfaces or other intellectual property without the express
written consent of SP.

     (d) With respect to (i) an event sponsored by SP or a SAP Affiliate or (ii)
a mutually agreed event. Licensee may demonstrate the SP Software remotely by
means of a secure connection.

     (e) Licensee shall have the right to load the SP Software on the Designated
Units. If Licensee requires more than two installations of the SP Software,
Partner will obtain the prior written consent of SP. Alliance reserves the right
to host the Designated Units at a facility of its choice.

     (f) Licensee will not Use the SP Software, Documentation, or other SP
Proprietary Information for Productive Use. This license does not permit
Licensee to: (i) Use the SP Software for a service bureau application; or (ii)
sublicense or rent the SP Software. Subject to the provisions of this Section,
Licensee shall Use the SP Software exclusively on the Designated Unit(s)
identified in Appendices or Exhibits hereto. Except to the extent expressly
authorized herein, the SP Software, Documentation, or other SP Proprietary
Information shall not be Used by anyone (including any third party or Licensee's
employees, consultants and Affiliates) except those persons who have a need to
Use the SP Software, Documentation, or other SP Proprietary Information in order
to perform the terms of the Technology and Content Partner Agreement.

2.3  TRANSFER OF SP SOFTWARE. Licensee may transfer the SP Software from one
Designated Unit to another at no additional license fee if necessary for
performance purposes, and shall provide written notice to SP within five
business days of such installation. Licensee shall be responsible for the cost
of any migration tools, third-party software or additional SP Software required
for the new Designated Unit. The SP Software must be promptly deleted in their
entirety from the Designated Unit no longer in use and from each back-up copy
for that Designated Unit.

2.4  AUDIT RIGHT. During normal business hours and at any time during which the
SP Software, Documentation, and other SP Proprietary Information are being
utilized, SP or its authorized representatives shall have the right, upon
reasonable advance notice, to audit and inspect Licensee's utilization of such
items, in order to verify compliance with the terms of this Amendment. Upon SP's
reasonable request, Licensee shall deliver to SP a report, as reasonably


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SP Standard Terms & Condition -- Technology & Content Partner Agreement

defined by SP, evidencing Licensee's usage of the SP Software licensed under
the Agreement.

2.5  LICENSE FOR THIRD-PARTY SOFTWARE. The SP Software may require additional
third party software in order to execute. SP makes no representations or
warranties as to any third party software or its operation. A list of the
required and recommended third party software shall be provided to Licensee on
or before the Effective Date. Licensee represents and warrants to SP that it
has or will obtain a valid license to all required and recommended third party
software that it intends to use in the performance of this Agreement. At SP'
request, Licensee shall provide proof of its license to such third party
software.

3.   DELIVERY

3.1  DELIVERED COPY. The licensed SP Software in machine-readable format, and
the Documentation, shall be delivered as specified EXHIBIT 1 hereto
("DELIVERY"). Licensee shall be responsible for installation of the SP Software.

4.   PRICE & PAYMENT

4.1 LICENSE FEE. In consideration of the license granted hereunder, Licensees
shall pay SP a non-refundable annual license fee for the SP Software on such
terms as set forth in EXHIBIT 1 hereto (the "LICENSE FEE"). A late fee for any
payments received after the due date set forth in the Appendices or Exhibits
hereto shall be assessed at the amount of one half percent (1/2%) per month.
Such license fee does not include federal state, or local sales, use, property,
excise, service or similar taxes ("TAXES") now or hereafter levied, all of
which shall be at Licensee's account. With respect to any state or local sales
taxes, Licensee must provide direct pay permits or a valid tax-exempt
certificates to SP prior to the execution of this Agreement. If SP is required
to pay Taxes (excepting taxes on SP's income), SP shall invoice Licensee for
such Taxes. Licensee hereby agrees to indemnify SP for and hold it harmless
from any Taxes and related costs, interest and penalties paid or payable by SP.

5.   TERM & TERMINATION

5.1  TERM OF LICENSE. Subject to the following, this Agreement shall become
effective upon execution and shall remain in effect until December 31, 2002
subject to the Licensee right to renew this Agreement for a period of one (1)
year thereafter.

     (a) Either party may terminate this Agreement for convenience before
expiration of the one (1) year period by written notice, provided, however,
that (i) Licensee may not terminate this Agreement unless and until all License
Fee and Taxes (including any related costs, interest, and penalties) are paid;
and (ii) SP may not terminate this Agreement until after six months from the
Effective Date. For purposes of termination by convenience by SP, Licensee
shall receive a pro-rata refund of any License Fees actually paid.

     (b) This Agreement shall terminate (i) in the event the Technology and
Content Partner Agreement is terminated for any reason; or (ii) in the event of
a material breach of any provision of this Agreement by either party which has
not been cured within thirty (30) days of written notice of such breach, (other
than a party's breach of its obligations under SECTIONS 6 OR 10, which breach
shall result in immediate termination), including more than thirty days
delinquency in Licensee's payment of any money due hereunder, unless Licensee
has cured such breach during such thirty (30) day period; or (ii) immediately
in the event either party files for bankruptcy, becomes insolvent, or makes an
assignment for the benefit of creditors.

5.2  EFFECT OF TERMINATION. Upon termination of this Agreement:

     (a) the provisions of SECTIONS 2.4, 4, 6, 9 AND 11 shall survive the
termination;

     (b) Licensee's rights under SECTION 2 (License Grant) shall immediately
cease; and

     (c) Licensee and SP shall perform their obligations under Section 5.3.

5.3  DUTIES UPON TERMINATION. Upon any termination hereunder, Licensee shall
immediately cease use of all SP Software and SP Proprietary Information and
shall irretrievably delete and/or remove such items from all computer hardware
and storage media. Within thirty days after any termination, Licensee shall
deliver to SP at Licensee's expense (adequately packaged and insured for safe
delivery) or destroy all copies of the SP Proprietary Information in every
form. Licensee agrees an officer of Licensee's organization shall certify in
writing to SP that it has performed the foregoing. Within thirty days after any
termination, SP shall return at SP expense (adequately packaged and insured for
safe delivery) the Licensee Proprietary Information to Licensee.

6.   PROPRIETARY RIGHTS

6.1  SP PROPRIETARY INFORMATION.

     (a)  Licensee acknowledges that ownership of and title in and to all
intellectual property rights, including patent, trademark, service mark,
copyright, and trade secret rights, in the SP Proprietary Information are and
shall remain in SP and its licensors. Licensee acquires only the right to Use
the SP Proprietary Information and does not acquire any

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ownership rights or title in or to the SP Proprietary Information and that of SP
licensors.

     (b)  Licensee 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 of the SP Software. In the event source code is
provided to Licensee, SP, in its sole discretion, reserves the right to delete,
or to require the deletion of, such source code and all copies thereof in
Licensee's possession or control whenever a future Release or Version provides
for like functionality in an object code format.

     (c)  Subject to Section 6.3, all Modifications and Extensions to the SP
Software and Documentation shall be considered part of the SP Software and
Documentation for purposes of this Section 6.

6.2  PROTECTION OF PROPRIETARY INFORMATION. In order to protect the rights of
SP and its licensors and Licensee in their respective Proprietary Information,
SP and Licensee agree to take all reasonable steps and the same protective
precautions to protect the Proprietary Information from disclosure to third
parties as with its own proprietary and confidential Information. Except as
expressly permitted in Section 2.2 hereof, neither party shall, without the
other party's prior written consent, disclose, provide, or make available any
of the Proprietary Information of the other party in any form to any person,
except to its bona fide employees, officers, or directors whose access is
necessary to enable such party to exercise its rights hereunder. Each party
agrees that prior to disclosing any Proprietary Information of the other party
to any third party, it will obtain from that third party a written
acknowledgement that such third party will be bound by the same terms as
specified in this Section 6 with respect to the Proprietary Information;
provided, however, that to the extent that a party has already entered into a
confidentiality agreement with any employee, officer or director at least as
protective of the rights in the Proprietary Information, then such party need
not obtain any written acknowledgment from such employee, officer or director.

6.3  MODIFICATIONS AND EXTENSIONS. Except for those Modifications or Extensions
required to Use the SP Software and Documentation hereto for Non-Productive Use
as contemplated by this Agreement, Licensee may not modify or write extensions
to the SP Software without the prior written authorization of SP. Licensee
expressly agrees that any Modifications and Extensions of the SP Software
developed by SP, Licensee, their employees, agents or consultants shall be
deemed part of the SP Software and will be the property of SP and that Licensee
will not grant, either expressly or by implication, any rights, title, interest
or licenses to the Modifications or Extensions to any third party. Licensee
shall provide complete source code for all Modifications and Extensions to SP.

7.   SUPPORT SERVICES

7.1  SAP shall provide Support Services to Licensee as set forth in EXHIBIT 1
in accordance with terms hereof.

7.2  At Licensee's request, and on terms to be agreed upon separately, SP may
agree to provide pre-installation support, installation support training and
consulting services for the SP Software (the "ADDITIONAL SERVICES").

7.3  Any Additional Services shall be the subject of a separate agreement
between SP and Licensee or of an addendum to this Agreement.

8.   PERFORMANCE WARRANTY

8.1  WARRANTY PERIOD; WARRANTY. SP Warrants that the SP Software will
substantially conform to the functional specifications contained in the
Documentation for six (6) months following Delivery (the "WARRANTY PERIOD")
when used without material alteration on the Designated Unit(s). SP's warranty
is subject to Licensee providing SP necessary access, including remote access,
to the SP Software. Licensee shall provide SP with sufficient test time and
support on Licensee's Designated Unit(s) to correct the defect.

8.2  SCOPE OF WARRANTY.

     (a)  The warranty set forth in this Section shall not apply: (i) If the SP
Software is not used in accordance with the Documentation; or (ii) to any
Extensions or Modifications; or (iii) if the defect is caused by: a
Modification or Extension, Licensee, or a third-party software malfunction.

     (b)  SP does not warrant that the SP Software will operate uninterrupted
or that it will be free from minor defects or errors which do not materially
affect such performance or that the applications contained in the SP Software
are designed to meet all of Licensee's business requirements.

8.3  DISCLAIMER.    SP AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT TO THE EXTENT THAT
ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED.


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9.   LIMITATION OF LIABILITY

9.1  LICENSEE'S REMEDIES. Licensee's sole and exclusive remedies for any
damages or loss in any way connected with the SP Software or services furnished
by SP and its licensors, whether due to SP' negligence or breach of any other
duty, shall be, at SP' option: (i) to bring the performance of the SP Software
into substantial compliance with the functional specifications; (ii)
re-performance of services; or (iii) return of an appropriate pro-rata portion
of any License Fee actually paid by Licensee based on the applicable portion of
the SP Software or services that does not substantially comply with the
functional specifications or terms of performance.

9.2  SP NOT RESPONSIBLE. SP will not be responsible under this agreement for:
(i) any alteration of the SP Software to fit the particular requirements of
Licensee; or (ii) the correction of any defects resulting from Modifications or
Extensions or as a result of misuse of the SP Software by Licensee; or (iii)
preparation or conversion of data into the form required for use with the SP
Software or (iv) ensuring the security of Licensee's networked installation of
the SP Software. THE SP SOFTWARE IS NOT SPECIFICALLY DEVELOPED OR LICENSED
HEREUNDER FOR USE IN ANY DIRECT AND ACTIVE OPERATIONS OF ANY EQUIPMENT IN ANY
NUCLEAR, AVIATION, MASS TRANSIT, OR MEDICAL APPLICATIONS, OR IN ANY OTHER
INHERENTLY DANGEROUS APPLICATIONS. THE PARTIES HERETO AGREE THAT USE OF THE SP
SOFTWARE AND THIRD-PARTY SOFTWARE FOR FINANCIAL APPLICATION PURPOSES OR SUCH
OTHER ADMINISTRATIVE PURPOSES SHALL NOT BE DEEMED INHERENTLY DANGEROUS
APPLICATIONS IF SUCH USE DOES NOT AFFECT THE OPERATIONS OR MAINTENANCE OF SUCH
EQUIPMENT. SP AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES
ARISING FROM INHERENTLY DANGEROUS USE OF THE SP SOFTWARE AND/OR THIRD-PARTY
SOFTWARE LICENSED HEREUNDER.

9.3  LIMITATION OF LIABILITY. ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING,
UNDER NO CIRCUMSTANCES SHALL SP AND ITS LICENSORS BE LIABLE TO LICENSEE OR ANY
OTHER PERSON OR ENTITY FOR AN AMOUNT OF DAMAGES IN EXCESS OF THE LICENSE FEES
ACTUALLY PAID; IN NO EVENT SHALL EITHER PARTY BE LIABLE IN ANY AMOUNT FOR
SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR
BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION,
ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES;
PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO BREACH OF SECTION 6
(PROPRIETARY RIGHTS). The provisions of the Agreement allocate risks between SP
and Licensee. The License Fees reflect the allocation of risk and the
limitations of liability herein.

9.4  SEVERABILITY OF ACTIONS. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH
AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF
LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED BY THE
PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE
ENFORCED AS SUCH.

10.  NON-ASSIGNMENT

10.1 Neither party may, without the other party's prior written consent,
assign, delegate, sublicense, pledge, or otherwise transfer this Agreement, or
any of its rights or obligations under this Agreement, or the other party's
Proprietary Information, to any party (including any Affiliate), whether
voluntary or by operation of law, including by way of sale of assets, merger or
consolidation. Any permitted assignment of this Agreement shall provide that
the provisions of this Agreement shall continue in full force and effect and
that the assignor shall guarantee the performance of its assignee and shall
remain liable for all obligations hereunder.

10.2 SP may assign this Agreement to SAP AG or to any subsidiary or affiliate
of SAP AG, provided that SAP AG or its subsidiary or affiliate agrees to be
bound by the terms of this Agreement.

11.  GENERAL PROVISIONS

11.1 RIGHTS TO INJUNCTIVE RELIEF. The parties acknowledge that remedies at law
may be inadequate to provide full compensation in the event of any material
breach SECTIONS 2, 6, 9 or 10.1 of this Agreement, and that such party shall
therefore be entitled to seek injunctive relief in the event of any such
material breach.

11.2 SEVERABILITY. It is the intent of the parties that in case any one or more
of the provisions contained in this Agreement shall be held to be invalid or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect the other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provisions had
never been contained herein.

11.3 NO WAIVER. If either party should waive any breach of any provisions of
this Agreement, it shall not thereby be deemed to have waived any preceding or
succeeding breach of the same or any other provisions hereof.

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11.4      COUNTERPARTS. This Agreement may be signed in two counterparts, each
of which shall be deemed an original and which shall together constitute one
Agreement.

11.5      EXPORT CONTROL NOTICE. Regardless of any disclosure made by Licensee
to SP of an ultimate destination of the SP Software, Documentation, included
third party software, and other provided SP Proprietary Information, Licensee
acknowledges that SP Software, Documentation, Proprietary Information, and the
included third party software are being released or transferred to Licensee in
the United States and are therefore subject to the U.S. export control laws. To
the extent that Licensee exports the SP Software, Documentation, third party
software, Licensee acknowledges its exclusive obligation to ensure that its
exports from the United States are in compliance with the U.S. export control
laws. Licensee shall also be responsible for complying with all applicable
governmental regulations of any foreign countries with respect to the use of the
Proprietary Information by its affiliates outside of the United States. Licensee
agrees that it will not submit the SP Software to any government agency for
licensing consideration or other regulatory approval without the prior written
consent of SP. Licensee shall defend, indemnify, and hold SP and its licensors
harmless from and against any and all claims, judgments, awards, and costs
(including reasonable attorneys' fees) arising out of Licensee's noncompliance
with applicable U.S. or foreign law with respect to the use or transfer of the
Proprietary Information outside the United States by Licensee.

11.6      CONFIDENTIAL TERMS AND CONDITIONS. Neither party shall disclose the
terms and conditions of this Agreement and the pricing contained therein to any
third-party.

11.7      GOVERNING LAW. This Agreement shall be governed by and construed under
California law without reference to its conflicts of law principles. In the
event of any conflicts between foreign law, rules, and regulations, and United
States of America law, rules, and regulations, United States of America law,
rules, and regulations shall prevail and govern. The United Nations Convention
on Contracts for the International Sale of Goods shall not apply to this
Agreement.

11.8      NOTICES. All notices or reports which are required or may be given
pursuant to this Agreement shall be in writing and shall be deemed duly given
when delivered to the respective executive offices of SP and Licensee at the
addresses first set forth above.

11.9      FORCE MAJEURE. Any delay or nonperformance of any provision of this
Agreement (other than for the payment of amounts due hereunder) caused by
conditions beyond the reasonable control of the performing party shall not
constitute a breach of this Agreement.

11.10     ENTIRE AGREEMENT. This Agreement and each Appendix or Exhibit hereto
and thereto constitute the complete and exclusive statement of the agreement
between SP and Licensee with regard to the subject matter herein, and all
previous representations are merged in and superseded by this Agreement. This
Agreement may be modified only by a writing signed by both parties. This
Agreement and each Appendix or Exhibit hereto shall prevail over any
additional, conflicting, or inconsistent terms and conditions appearing on any
purchase order submitted by Licensee.

IN WITNESS WHEREOF, each of the parties, by its duly authorized representative,
has entered into this Agreement as of the last date stated below (the "Effective
Date").



SAP PORTALS, INC.                       LICENSEE: BACKWEB TECHNOLOGIES

/s/ Gil Perez                           /s/ Erez Lorber
-------------------------------------   --------------------------------------
Signature                               Signature

Gil Perez                               Erez Lorber
-------------------------------------   --------------------------------------
Printed Name                            Printed Name

VP Global Alliances & Partners          VP, Worldwide Business Development
-------------------------------------   --------------------------------------
Title                                   Title

01/04/01                                12/15/01
-------------------------------------   --------------------------------------
Date                                    Date



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SP Standard Terms & Condition - Technology & Content Partner Agreement

                                                         EXHIBIT 1 TO APPENDIX 5

                               LICENSED SOFTWARE

LICENSED SOFTWARE:

<Table>
<Caption>
                                                                             LICENSED
ITEM                                         # OF SEATS                    (INDICATE X)
<S>                                         <C>                            <C>
Enterprise Collaboration Portal                 [*]

Deployment Environment                          [*]

Business Intelligence*                          [*]
</Table>

[*]

LOCATION OF DESIGNATED SITE AND UNIT:


Company

Address 1

Address 2

Contact Name

Contact Phone Number

Contact email Address

Hardware Brand

Model Number

Serial Number




[*]  Certain information on this page that is marked "[*]" has been omitted and
     filed separately with the Commission. Confidential treatment has been
     requested with respect to the omitted portions.


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<PAGE>

SP Standard Terms & Condition - Technology & Content Partner Agreement

LICENSE FEE: Program fees include license of [*]

MAINTENANCE FEE: [*] USD annually

     Maintenance fee includes the following:

     - [*]
          - [*]
          - [*]
          - [*]
     - [*]


PAYMENT TERMS: [*]



[*] Certain information on this page  marked  "[*]" has been omitted and filed
    separately with the Commission. Confidential treatment has been requested
    with respect to the omitted portions.






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SP Standard Terms & Condition - Technology & Content Partner Agreement



                                                                      APPENDIX 6

                       PARTNER SOFTWARE LICENSE AGREEMENT

SP reserves the right to obtain access to the partner's software, if the Partner
is a software provider.

In the event that SP elects to exercise this option, an equivalent market value
of licenses will be exchanged between SP and Partner.
























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SP Standards Terms & Condition - Technology & Content Partner Agreement


                                                                      APPENDIX 7

                              MARKETING MATERIALS
                              -------------------

LOGOS: Exchange of logos is mutual. Partner may use SP's Partner logo on their
Web Site to promote the partnership and integration. Partner will provide its
corporate logo to SP in a suitable medium-resolution format for web-based usage
(.jpg, .gif). The maximum acceptable logo size is 70 pixels high and 180 pixels
wide. SP will provide its standard partner logo for Partner's limited use on the
Partner web site. SP reserves the right to review the placement and usage of the
logo, and its use is subject to the requirements set forth in Appendix 3.

WEBSITE: SP will include a description of the partnership and integration, along
with the Partner's logo, on our web sit. Logo and description are to be provided
by Partner. The description should be no more that 3000 characters in length.

PRESS RELEASE: SP will provide a relevant quote for the Partner to use in a
press release, on request. Partner must obtain approval before the Partner
publishes its press release.


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SP Standard Terms & Condition - Technology & Content Partner Agreement


                                                                      APPENDIX 8

                        PARTNER REQUIREMENTS & BENEFITS
                        -------------------------------


REQUIREMENTS:

     1. [*]

     2. [*]

     3. [*]

     4. [*]

BENEFITS:

     1. [*]

     2. [*]

     3. [*]

     4. [*]

     5. [*]

     6. [*]

     7. [*]

     8. [*]

     9. [*]


[*] Certain information on this page marked  "[*]" has been omitted and filed
    separately with the Commission. Confidential treatment has been requested
    with respect to the omitted portions.








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