Exhibit 10.2

EXHIBIT 10.2



 




 
COVISINT MASTER SOFTWARE LICENSE AGREEMENT


This MASTER SOFTWARE
LICENSE AGREEMENT ("Agreement") is entered into by and between
Commerce One Operations, Inc., a Delaware corporation having offices at One
Market Street, Steuart Tower, 13th Floor, San Francisco, CA, USA
("Commerce One") and Covisint LLC, a corporation having
offices at 20921 Lahser Road, Southfield, Michigan 48034 ("Licensee")
and describes the terms and conditions in consideration of which Commerce
One shall license to Licensee Software and Customizations (as those terms are
defined below).  This Agreement shall become effective (the "Effective
Date") immediately upon Licensee's full satisfaction of its payment
obligations set forth under Section 1 of the Settlement Agreement by and between
Licensee, Commerce One, and CVX Holdco, LLC ("Settlement
Agreement") to which this Agreement is attached.  If such payment is
not made in accordance with section 1 of the Settlement Agreement, this
Agreement shall be void ab initio and have no force or effect.

1.Definitions

1.1"Competitors" means Ariba, Actional, Agile, Asera,
Baan, BEA Systems, BMC Software, Broadvision, Candle Corp., eBreviate,
Freemarkets, Frictionless Systems, i2, IBM, JDEdwards, Lawson, Manugistics,
MatrixOne, Microsoft, Moai, MQSoftware, Novell, Oracle Corp., PeopleSoft,
Perfect Commerce, Procuri, RiverOne, Salion, Siebel, Software AG, SAP,
SeeBeyond, Sun Microsystems, SupplyWorks, Sybase, TIBCO Software, Mercator,
VerticalNet, Vitria Technology, WebMethods and XiSource. 

1.2"Confidential Information" means information,
data, code, or know-how, whether written, oral, visual or electronic which
relates to products, services, customers, software, test results, inventions,
processes, designs, drawings, hardware configuration, and all business or
technical information that is not generally known to, and cannot be readily
ascertained by others, or which Commerce One or Licensee has designated to be
confidential or proprietary.  Confidential Information does not include
information, technical data or know-how which: (i) is in the possession of the
receiving party at the time of disclosure as shown by the receiving party's
files and records immediately prior to the time of disclosure; (ii) prior or
after the time of disclosure becomes part of the public knowledge or literature,
not as a result of any inaction or action of the receiving party; (iii) is
lawfully obtained from a third party without any breach of a confidentiality
obligation; (iv) is approved for release by the disclosing party in writing; or
(v) is shown by written record to be developed independently by the receiving
party.  

1.3"Customization" means any software program
(whether in source code or object code form), specification, document,
documentation and/or operating instruction based on the Software, developed
and/or delivered to Covisint pursuant to the Technology Agreement.  For purposes
of clarity, Customizations are not Software.

1.4"Documentation" means help files or instruction
manuals regarding the use of the Software generally made available by Commerce
One to its customers.

1.5"Exchange" means an on-line marketplace to
facilitate the provision of goods and/or services between registered buyers and
suppliers.

1.6"Modification" means problem resolution and
debugging, bug fixes, patches, and functionality enhancements that are
extensions of the functionality already included in the Software or
Customizations, which are created by Licensee or its third party contractors
(excluding Competitors) under this Agreement.

1.7"Software" means the machine-executable object
code versions of the Commerce One software products set forth in Schedule A-1,
including any third party software embedded in such products.

1.8"Technology Agreement" means the agreement of
that name by and between Covisint, LLC and CVX Holdco, LLC, dated December 8,
2000, as amended.

2.Grant of License

2.1License for
Object Code Materials.  Subject to the terms and conditions of this
Agreement, and upon Licensee's full satisfaction of its payment obligation set
forth under Section 1 of the Settlement Agreement ("Payment"),
Commerce One grants to Licensee a worldwide, perpetual, royalty-free (subject to
full and final payment by Licensee of the Payment), non-exclusive, and
transferable (subject to the restrictions in Section 11.1 of this Agreement)
license for Licensee to: 
(i)Use, and permit its subsidiaries (an entity in which
more than 50% ownership interest, either directly or indirectly, is held by
Licensee) to use, the Software, Customizations, and Documentation in connection
with operating one (1) Exchange as an application service provider (either by
itself or through an outsourced service provider); provided that Licensee may
not distribute a separate copy of any Software to a customer for the purpose of
allowing such customer to operate an  independent Exchange.   

(ii)permit third parties to access the Software on a
hosted basis only and via Licensee's (or its permitted Section 11.1
sublicensee's) Exchange; provided, that Licensee shall secure such third party's
consent to a third party end user agreement that includes terms and conditions
that are (1) substantially similar to those set forth on Schedule B  or (2) if
there are differences between the end user agreement secured by Licensee and
those set forth on Schedule B, then Licensee shall indemnify  and hold harmless
Commerce One, its licensors and affiliates and their directors, shareholders,
agents and employees, of, from and against any costs, losses, liabilities and
expenses (including reasonable attorneys' fees) that would not have been
incurred but for Licensee's failure to secure terms and conditions substantially
similar to those on Exhibit B.  Notwithstanding the foregoing, such end user
terms and conditions shall not grant any rights with respect to use of the
Software that are broader than Licensee is allowed to grant to end users
hereunder and such end






  
user terms and conditions shall be at least as protective
of Commerce One and its Licensors as they are of Licensee.  Notwithstanding any
other term to the contrary, Licensee shall indemnify and hold harmless Commerce
One, its licensors and affiliates and their directors, shareholders, agents and
employees, of, from and against any costs, losses, liabilities and expenses
(including reasonable attorneys' fees) that would not have been incurred but for
Licensee's failure to adhere to the requirements of this subsection 2.1
(ii).
(iii)use and make a reasonable number of copies of all
Documentation; and

(iv)make a reasonable number of copies of the Software
and Customizations for archival and back-up purposes and for testing,
integration, interfacing, training and production purposes.  All copies made in
accordance with this Section shall be subject to the terms of this Agreement.
Upon Commerce One's written request, Licensee shall provide to Commerce One
information regarding the number and location of all such copies made by
Licensee.  


All rights not expressly granted by Commerce One under this
Agreement are reserved and prohibited.


2.2Use of Modifications.  To the extent a
Modification incorporates all or portion of the Software or Customization, said
Modification shall only be implemented in object code form only for use with the
Software and Customizations and for purposes of operating an Exchange as
permitted under this Agreement.    

2.3Delivery.    Covisint acknowledges that it
currently possesses the Software, Documentation and Customizations, and that  no
further delivery of any Software, Documentation or Customizations is required
hereunder

3.GENERAL LICENSE RESTRICTIONS 

3.1License
Restrictions.  Except as expressly permitted in this Agreement, Licensee
agrees that it will not itself, or through any parent, subsidiary, affiliate,
agent or other third party:
(a) sell, lease, license, sublicense, reproduce, distribute,
encumber or otherwise deal with any portion of the Software, Customizations, or
Documentation;

(b) provide, disclose, divulge or make available to, or
permit use of the Software, Customizations, or Documentation by any third party
or by anyone other than Licensee's employees  or contractors who are subject to
nondisclosure terms at least as restrictive as those in this Agreement, and who
need to have access to these in order for Licensee to exercise its rights under
this Agreement; 

(c) decompile, disassemble, re-program, analyze, reverse-
engineer or attempt to write or develop any derivative work or any other
software based upon the Software, Customizations, Documentation, or Commerce One
Confidential Information in whole or part; or

(d) violate any additional license restrictions required by
Commerce One's licensors which have been disclosed in writing by Commerce One to
Licensee prior to the execution hereof by Licensee or which are included in the
Software or Documentation.



4.Ownership

4.1By Commerce
One.  As between the parties, Commerce One shall own all right title
and interest in any patent rights, copyrights, trade secrets, trade names,
trademarks, service marks, moral rights, and any other similar rights recognized
under the laws of any jurisdiction whatsoever or any international conventions
or treaties  in the Software, Customizations and/or derivative works of any item
or materials licensed under this Agreement other than the Modifications
("Intellectual Property").  In the event the Intellectual
Property cannot be owned by Commerce One, Licensee hereby grants Commerce One a
perpetual, world-wide, royalty-free license to use, copy, modify, distribute,
display and commercially exploit the Intellectual Property.  Licensee shall
execute and deliver, or cause to be executed and delivered all assignments,
consents, documents or further instruments of transfer and shall take or
cause to be taken all other reasonably necessary actions in order for Commerce
One to obtain the full benefits of this Section and the transactions
contemplated hereby.

4.2By Licensee.   All right, title and interest in
and to the Modifications and related documentation and Licensee's Confidential
Information written by Licensee at Licensee's sole expense that are unique to
Licensee's Exchange operations, and without general applicability, including any
and all adaptations, modifications or derivative works thereto (collectively,
"Licensee Property"), shall at all times remain with and vest with
Licensee. Licensee's ownership rights and interests in the Licensee Property are
explicitly subject to Commerce One's and its third party licensors' rights in
and to the portions of the Software, or Customizations incorporated into the
Modifications.

4.3Independent Development; Covenant Not to Sue.
It is the understanding of the Parties that Commerce One and its current and
future customers and business partners will use or will be using the Software,
Customizations and Documentation in their present and/or revised versions to be
subsequently developed and issued, and that such present or revised versions may
be similar to the Modifications developed by Licensee pursuant to this
Agreement.  Accordingly, Licensee agrees not to bring any claim of any kind,
known or unknown, in any state, local, federal or foreign court, administrative
agency, or other tribunal based in whole or in part against Commerce One and/or
its current or future customers or business partners on any claim that the
Software and or code independently developed by Commerce One or its current or
future customers using the Software, Customizations or Documentation in any way
violates, in whole or in part, any of Licensee's rights in the Modifications.


5.Maintenance AND Support.

5.1Support.
Schedule A hereto sets forth the terms and conditions under which support
and maintenance for the Software may be provided hereunder.  

6.Disclaimer of Warranties

6.1THE SOFTWARE,
THE CUSTOMIZATIONS, THE DOCUMENTATION, AND ALL OTHER MATERIALS PROVIDED TO
LICENSEE ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND.  COMMERCE ONE
MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR



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STATUTORY REGARDING OR RELATING TO THE SOFTWARE, THE CUSTOMIZATIONS, THE DOCUMENTATION, OR ANY OTHER
MATERIALS PROVIDED TO LICENSEE UNDER THIS AGREEMENT.  SPECIFICALLY, COMMERCE ONE
DOES NOT WARRANT THAT THE SOFTWARE, THE CUSTOMIZATIONS, OR THE DOCUMENTATION
WILL BE ERROR FREE OR WILL PERFORM IN AN UNINTERRUPTED MANNER.  FURTHER,
COMMERCE ONE SPECIFICALLY DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT THE
SOFTWARE, THE CUSTOMIZATIONS, THE DOCUMENTATION, OR ANY MODIFICATIONS THEREOF
SHALL BE COMPATIBLE WITH ANY FUTURE UPGRADE OR UPDATE RELEASE OF THE SOFTWARE
(WHICH COMMERCE ONE SHALL HAVE NO OBLIGATION TO PROVIDE).  TO THE GREATEST
EXTENT ALLOWED BY LAW, COMMERCE ONE SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF
COMMERCE ONE HAD BEEN INFORMED OF SUCH PURPOSE), AND NON-INFRINGEMENT WITH
RESPECT TO THE SOFTWARE, THE CUSTOMIZATIONS, THE DOCUMENTATION, AND ANY SUCH
OTHER MATERIALS AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING.
6.2No employee, agent, representative or
affiliate of Commerce One has authority to bind Commerce One to any oral
representations or warranties concerning the Software, the Customizations or the
Documentation.  Any written representation or warranty not expressly contained
in this Agreement will not be enforceable.

7.Limitation of Liability

7.1EXCEPT WITH
RESPECT TO A VIOLATION BY LICENSEE OF COMMERCE ONE'S INTELLECTUAL RIGHTS OR A
VIOLATION OF THE CONFIDENTIALITY PROVISIONS OF THIS AGREEMENT, IN NO EVENT WILL
EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OF PROFITS, LOSS OF USE,
BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING
OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE, THE CUSTOMIZATIONS,
THE DOCUMENTATION, OR ANY OTHER MATERIALS PROVIDED BY COMMERCE ONE HEREUNDER,
WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING
NEGLIGENCE, AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.   TO THE EXTENT ALLOWABLE BY LAW, NEITHER PARTY'S LIABILITY UNDER THIS
AGREEMENT FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES OF
ANY KIND, INCLUDING, WITHOUT LIMITATION, RESTITUTION, WILL, IN ANY EVENT, EXCEED
ONE MILLION U.S. DOLLARS ($1,000,000.00).  THIS ONE MILLION U.S. DOLLAR
($1,000,000.00) CAP ON LIABILITY SHALL NOT APPLY TO ANY VIOLATIONS BY LICENSEE
OF COMMERCE ONE'S INTELLECTUAL PROPERTY RIGHTS, TO A VIOLATION BY LICENSEE OF
THE CONFIDENTIALITY PROVISIONS OF THIS AGREEMENT OR TO COMMERCE ONE'S
OBLIGATIONS UNDER SECTION 8.2 OF THIS AGREEMENT.  

7.2The provisions of this Section 7 allocate risks
under this Agreement between Licensee and Commerce One.  The Settlement
Agreement, of which this Agreement is a part, reflects this allocation of risks
and limitation of liability.

8.Indemnification

8.1By Licensee
for Operations.  Licensee shall indemnify and hold harmless Commerce One,
its licensors and directors, shareholders, agents and employees of, from and
against any costs, losses, liabilities and expenses (including reasonable
attorneys fees) arising out of: (i) third party claims related to Licensee's use
of the Software, Customizations and Modifications under this Agreement; (ii) any
dispute between or among any of the following: Licensee and end users; and (iii)
third party claims relating to any services or transactions performed by use of
the Software, Customizations or Modifications. 

8.2By Commerce One for Infringement.  In an amount
not to exceed two million, five-hundred thousand dollars ($2.5 million),
Commerce One shall defend or, at its sole option, settle, any third party
claim(s) brought against Licensee and its directors, shareholders, agents and
employees relating to infringement of any valid copyright, trade secret or
trademark or other valid intellectual property right by the Software,
Documentation as delivered, or by any Customizations made solely by Commerce One
(except to the extent infringement arises out of Customizations made at
Licensee's direction), and to indemnify Licensee and its directors,
shareholders, agents and employees against all damages and costs assessed
against such person under any such claim or action; provided that Licensee
provides Commerce One with (i) prompt written notice of any such claim or
action, or possibility thereof; (ii) sole control and authority over the defense
or settlement of such claim or action; and (iii) reasonable information and
assistance to settle and/or defend any such claim or action.  Licensee agrees to
take reasonable steps to mitigate any potential expenses.  Licensee shall have
the right to employ separate counsel and participate in the defense at its own
expense; provided that Commerce One shall control the defense.  Commerce One
may, at its sole option and expense, either: (a) procure for Licensee the right
to use the infringing Software, Customizations or Documentation; (b) replace the
infringing Software, Customizations or Documentation with substantially
equivalent non-infringing products; or (c) modify the infringing Software,
Customizations or Documentation to the extent that it is able to do so without
material impairment of its functionality so that it is not infringing.  Except
as specified in this paragraph, Commerce One will not be liable for any costs or
expenses incurred without its prior written consent. The foregoing indemnity
obligations shall not apply to the extent the infringement arises as a result of
(i) modifications to the Software, or Customizations made by any party other
than Commerce One or any subcontractor or affiliate of Commerce One, (ii) the
combination or use of the Software with third party software or materials not
furnished by Commerce One (to the extent infringement is caused by the use of
such third party software or materials), or (iii) use of the Customizations,
Software or Documentation outside the scope of this Agreement.

8.3By Licensee for Infringement.    Licensee shall
defend or, at its sole option, settle, any third party claim(s) brought against
Commerce One, its directors, shareholders, agents and employees arising out of
infringement of any valid copyright, trade secret or trademark or other valid
intellectual property right by the Modifications, and to indemnify Commerce One,
its directors, shareholders, agents and employees against all damages and costs
assessed against such person under any such claim or action; provided that
Commerce One provides Licensee with (i) prompt written notice of any such claim
or action, or possibility thereof; (ii) sole control and authority over the
defense or settlement of such claim or action; and (iii) reasonable information
and assistance to settle and/or defend any such claim or action.  Commerce One
shall have the right to employ separate counsel and participate in the defense
at its own expense; provided that



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Licensee shall control the defense.  Except as
specified in this paragraph, Licensee will not be liable for any costs or
expenses incurred without its prior written consent. The foregoing indemnity
obligations shall not apply to the extent the infringement arises from the
unmodified Software or Documentation.    
9.Confidential Information

9.1Presumption of
Confidentiality.  The Software, Customizations and Documentation are
Confidential Information of Commerce One, notwithstanding whether or not they
are so marked.

9.2Non-use and Nondisclosure.  Each party agrees
not to use the other party's Confidential Information for any purpose other than
those set forth in this Agreement. Each party further agrees that, except as
expressly set forth herein, it will not disclose any Confidential Information of
the other party to any third parties except those directors, officers,
employees, consultants and agents who have a need know the Confidential
Information in order to carry out the operations of Licensee's Exchange
operations, and only so long as they are bound by non-disclosure terms in
content substantially similar to those in this Agreement.  Each party will take
all reasonable measures to protect the secrecy of and avoid disclosure or use of
Confidential Information of the other party, which measures shall include in no
event less than a reasonable degree of care.  Each party shall notify the other
party in writing of any misuse or misappropriation of such Confidential
Information that may come to its attention.  In the event that a receiving party
is requested or required by legal process to disclose any of the disclosing
party's Confidential Information, the receiving party shall give prompt written
notice so that the disclosing party may seek a protective order or other
appropriate relief.  In the event that such protective order is not obtained,
the receiving party shall disclose only that portion of the Confidential
Information that its counsel advises that it is legally required to disclose.


9.3 Injunctive Relief.  In the event of actual or
threatened breach of any confidentiality, disclosure or use restrictions in this
Agreement, the disclosing party will have no adequate remedy at law and will be
entitled to seek immediate and injunctive and other equitable relief.

10.Term and Termination

10.1Term.
This Agreement will take effect on the Effective Date and will remain in
force unless earlier terminated in accordance herewith.  

10.2By Licensee.  Licensee may terminate this
Agreement upon thirty (30) days' prior written notice to Commerce One provided
that no such termination will entitle Licensee to any monies of any kind from
Commerce One.

10.3By Commerce One.  Commerce One may, by written
notice to Licensee, terminate this Agreement, and demand the immediate return of
all Intellectual Property licensed to Licensee under this Agreement, if any of
the following events ("Termination Events") occur, provided that no such
termination will entitle Licensee to any monies of any kind from Commerce
One:
(a) Licensee materially violates the terms of this Agreement
which remain uncured for thirty (30) days of the date of Commerce One's written
notice (except with respect to a breach of Licensee's payment obligation, which
shall have no cure period and which shall immediately and automatically render
this License Agreement and all of its terms and conditions, including without
limitation any sublicenses, assignments or transfers purported to be made by
Licensee hereunder, void ab initio with no force or effect); or

(b) Licensee materially violates Commerce One's intellectual
property or confidentiality rights under this Agreement.



10.4Effect of Termination.  If any Termination
Event occurs, termination will become effective immediately or on the date set
forth in the written notice of termination.  Termination of this Agreement will
not affect the provisions regarding ownership, Licensee's treatment of
Confidential Information, provisions relating to the payment of amounts due,
provisions disclaiming or limiting the parties' liability, provisions regarding
indemnification, applicable law or jurisdiction, which provisions will survive
termination or expiration of this Agreement.  All licenses granted hereunder
shall terminate upon the termination of this Agreement.  Termination shall be in
addition to any rights and remedies available to either party at law or equity
or under this Agreement.  Within fourteen (14) days after the date of
termination or expiration of this Agreement for any reason, Licensee shall
return the Software, Customizations, Documentation and any derivative works
thereof (other than the Modifications), and all copies of any of the foregoing,
in whole or in part, and any other Commerce One Confidential Information in its
possession.  Licensee shall furnish Commerce One with a certificate signed by an
executive officer of Licensee verifying that the same has been done.
Notwithstanding the foregoing, provided that Licensee pays the Payment to
Commerce One as set forth in section 2.1, any sublicenses granted by Licensee
under Section 11.1 prior to termination of this Agreement shall survive such
termination, and each such applicable sublicensee may retain the Intellectual
Property following termination, provided that Commerce One may terminate a
sublicense and require return of the Intellectual Property in the event that (a)
the applicable sublicensee (i) materially violates the terms of this Agreement
that are incorporated into the sublicense which remain uncured for thirty (30)
days of the date of Commerce One's written notice; or (ii) materially violates
Commerce One's intellectual property or confidentiality rights under this
Agreement or (b) the Termination Event otherwise relates to the applicable
sublicense or sublicensee under section 11.1.  For the avoidance of doubt, in
the event that Licensee fails to make the Payment to Commerce One as set forth
in section 2.1, all sublicenses, assignments or transfers purported to be made
by Licensee hereunder shall be void and have no force and effect.

11.Miscellaneous

 

11.1Assignment. Neither this Agreement nor any
rights hereunder may be assigned or otherwise transferred by Licensee, in whole
or in part, whether voluntary or by operation of law, including by way of sale
of assets, merger or consolidation, without the prior written consent of
Commerce One, in its sole discretion. Any purported assignment without required
consent shall be void ab initio.  Notwithstanding the foregoing (but with
the proviso that, including Licensee and all sublicensees, assignees and
transferees under this Section 11.1, only two entities (in addition to Covisint
LLC solely with respect to the Catalog Business (as defined below) as set forth
below and less the number of entities with respect to which there has been a
Termination Event) may be entitled at any time to exercise any license rights
hereunder), without the prior written consent of Commerce One, (a) Covisint LLC
may sublicense, assign or transfer all of its rights and obligations under this
Agreement (subject to the provisions of this section 11.1) to a third party
(including any Competitor), solely in connection with the sale of substantially
all  of Covisint LLC's assets and operations relating to Covisint LLC's Auctions
Business (as defined below) to such third party, provided, however, that such
sublicense, assignment or transfer shall be solely for a transition period which
shall be limited to a period of not more than twelve months from the date of
such sublicense, assignment or transfer during which period Covisint  LLC (or,
in the alternative, Covisint LLC's assignee pursuant to subsection (b) below)
will continue to host the Auctions Business for such third party (and the end of
such transition period will be a Termination Event with respect to such third
party), and (b) Covisint LLC may sublicense, assign or transfer all of its
rights and obligations under this Agreement (and any related sublicense,
assignment or transfer granted pursuant to the preceding clause (a)) to a third
party (including a Competitor) solely in



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connection with the sale of
substantially all  of Covisint LLC's assets or operations not sold pursuant to
section (a) above, provided that such sublicense, assignment or transfer shall
be solely for the purpose of supporting the transition period defined in
subsection (a) above and for no other purpose and that the termination of the
transition period shall be defined as a Termination Event with respect to the
third party referenced in this subsection (b) (except solely with respect to
hosting of the Catalog Business if required pursuant to the immediately
following sentence).  In addition, if Covisint LLC does not assign its Catalog
Business to the assignee pursuant to subsection (b) above, then Covisint LLC may
remain a Licensee or sublicensee of the Software under this Agreement solely for
the purposes of winding down such Catalog Business for its then existing
customers for a period of no more than twelve (12) months from the date of the
sale under subsection (b), and such Catalog Business shall be hosted, during
such wind-down period, by the assignee under subsection (b). If this Agreement
is assigned or transferred as provided above, the term "Licensee" herein shall
be deemed to mean the assignee or transferee.  Any sublicense shall be subject
to the terms and conditions of this Agreement as if the sublicensee were
"Licensee," except that: (i) a sublicensee shall have no payment obligations
hereunder, (ii) a sublicensee, assignee or transferee who is a Competitor shall
not be entitled to receive source code under the source code escrow and any
release of source code in such event shall be handled in accordance with section
6 of Schedule C hereto, (iii) a sublicensee's indemnification obligations shall
be limited to the use of the Software, Customizations and Modifications by the
sublicensee and Modifications developed by the sublicensee, and (iv) a party
that receives rights via a sublicense or assignment from Covisint LLC  pursuant
to this section 11.1 shall itself have no right to sublicense or assign this
Agreement pursuant to this section 11.1.; provided however that such sublicensee
or assignee can assign all of its rights and obligations under this Agreement
solely (i) in connection with a sale of substantially all of its assets or
equity, or a merger or consolidation with or into another entity or (ii) to a
parent, wholly owned subsidiary or affiliate under common control with (i.e.,
more than 50% ownership) such assignee or sublicensee, provided that in either
case such assignee shall sign and deliver to Commerce One an assignment and
assumption letter in which the assignee agrees to be bound by the terms and
conditions of this Agreement.  Subject to the foregoing, this Agreement will be
binding upon and will inure to the benefit of the parties and their respective
successors and assigns. Any assignment permitted pursuant to this section shall
not be effective unless Licensee and the assignee sign and deliver to Commerce
One an assignment and assumption letter in which the assignee agrees to be bound
by the terms and conditions of this Agreement. Further, if an assignee,
transferee or sublicensee is a Competitor, or if Licensee or any assignee,
transferee or sublicensee becomes controlled by a Competitor ("Change of
Control"), then: (1) Commerce One will have no indemnification obligation
under this Agreement with respect to such Competitor and 2) the passage of a
transition period of twelve months commencing upon the Change of Control shall
be a Termination Event with respect to such Competitor.   Commerce One may
assign or transfer its rights and obligations under this Agreement in connection
with the sale of substantially all of the assets to which this Agreement
relates, provided that Commerce One and such assignee shall sign and deliver to
Licensee an assignment and assumption letter in which the assignee agrees to be
bound by the terms and conditions of this Agreement.  For the purposes of this
provision 11.1, Covisint LLC's "Auctions Business" shall be defined as
that portion of Licensee's Exchange operations which primarily offers auction
functionality via software to its end users, and Covisint' LLCs "Catalog
Business" shall be defined as that portion of Licensee's Exchange
operations which primarily offers catalog functionality via software to its end
users.   (For purposes of clarity, the parties agree that so long as the
Auctions Business and Catalog Business are hosted by the same entity as part of
one online marketplace, such businesses shall not be considered to be more than
one "Exchange" for the purposes of this Agreement.)
11.2Audit.  Licensee shall keep accurate records
as are reasonably necessary to verify its compliance with this Agreement, and
shall, upon reasonable notice, permit Commerce One or its representatives to
inspect all such records and to make copies of or extracts from such records,
subject to reasonable restrictions on use and disclosure.  Any audit conducted
pursuant to this Agreement shall be performed during normal business hours and
at Commerce One's expense.  Commerce One will minimize the disruption of
Licensee's normal business activities to the extent reasonably practicable.

11.3Notices.  Any notice provided under this
Agreement or required by law shall be in a writing signed by the notifying
party's authorized representative and must be sent by (a) facsimile, (b)
registered mail return receipt requested, or (c) overnight air courier, in each
case forwarded to the appropriate address set forth herein.  Either party may
change its address for notice by written notice to the other party.  Notices
will be deemed given at the time of actual delivery or the moment of
transmission if sent by facsimile.

11.4Force Majeure.  Neither party will incur any
liability to the other party on account of any loss or damage resulting from any
delay or failure to perform all or part of this Agreement if caused, in whole or
in part, by causes beyond the control and without negligence of such party,
including, without limitation, acts of God, strikes, lockouts, riots,
earthquakes, fire and explosions.

11.5Waiver.  Any waiver of the provisions of this
Agreement or of a party's rights or remedies under this Agreement must be in
writing, expressly stated by the parties as an intended waiver, to be effective.
Failure, neglect or delay by a party to enforce the provisions of this Agreement
or its rights or remedies at any time, will not be construed to be a waiver of
such party's rights under this Agreement and will not affect the validity of
this Agreement or prejudice such party's right to take subsequent action.

11.6Severability.   Entire Agreement.  This
Agreement (including any attached schedules), combined with the Settlement
Agreement between the parties to which this Agreement is attached as an exhibit,
contains the entire agreement of the parties with respect to the Software,
Customizations and Documentation (and the rights and obligations related to
these) and supersedes all previous communications, representations,
understandings and agreements, either oral or written, between the parties with
respect to said subject matter.

11.7Standard Terms of Licensee.  No terms,
provisions or conditions of any purchase order, acknowledgment or other business
form that Licensee may use in connection with the acquisition or licensing of
the Software, Customizations, and related materials will have any effect on the
rights, duties or obligations of the parties under, or otherwise modify, this
Agreement, regardless of any failure of Commerce One to object to such terms,
provisions or conditions.



-5-





11.8Other.  If any provision in this Agreement is
found invalid or unenforceable to any extent, such invalid provision will be
severed from the remaining terms, which will continue to be valid and
enforceable to the fullest extent permitted by law.  This Agreement will be
interpreted and construed in accordance with the laws of the State of California
and the United States of America, without regard to conflict of law principles.
The U.N. Convention on Contracts for the International Sale of Goods shall not
apply to this Agreement.  Licensee agrees to pay or reimburse Commerce One for
all federal, state, dominion, provincial, or local sales, use, personal
property, payroll, excise or other taxes, fees, or duties arising out of this
Agreement or the transactions contemplated by this Agreement (other than taxes
on the net income of Commerce One).   All disputes arising out of this Agreement
shall be subject to the exclusive jurisdiction of any federal or state court or
courts sitting in San Francisco, California, which courts are empowered to try
the dispute, and the parties hereby agree to submit to the personal and
exclusive jurisdiction and venue of these courts.  Each party hereby waives any
rights contrary to the foregoing sentence.

11.9Export.  Licensee may not download, use, or
otherwise export or re-export the Software, Customizations, Modifications, or
Documentation or any underlying information or technology except in full
compliance with all United States and other applicable export-control laws and
regulations.

11.10Commerce One.  Commerce One  represents that,
as between Commerce One Operations, Inc., Commerce One, Inc. or any other
Commerce One subsidiary, parent or affiliate company (the "Commerce One
Entities"), Commerce One Operations, Inc. is the proper Commerce One entity
to enter into this Agreement and grant the rights granted hereunder, that no
other corporate authorizations from any other Commerce One Entity are necessary
to do so, and that no Commerce One Entity has granted any rights which would
conflict with the rights granted hereunder. 

11.11Source Code Escrow.  The attached Schedule C
states the terms and conditions under which Licensee may become a non-exclusive
beneficiary of one or more source code escrow accounts to be maintained by the
Escrow Agent.

 

 

[Signature Blocks Next Page]



-6-





 

IN WITNESS WHEREOF, the parties, by and through their respective
authorized representatives have read, understood and executed this Agreement as
of the date set forth below.

Date:    December 30, 2003

 

COMMERCE ONE OPERATIONS, INC.

By:_/s/ Charles D. Boynton____________________


Name:__Charles D. Boynton__________________


Title:__SVP & CFO________________________

 

COVISINT LLC  ("LICENSEE")

By:_/s/ Paul Kothari_____________________

Name__Paul Kothari_____________________

Title: __EVP & CFO_________________________

 



-7-





SCHEDULE A



MAINTENANCE/SUPPORT



The terms contained in this Schedule A,
together with the terms contained in the Covisint Master Software License
Agreement executed by the parties on December 30, 2003 (the "License
Agreement"), shall govern the provision of Maintenance and Support services by
Commerce One to Company.  In the event of a conflict between this Schedule
A and the License Agreement , the terms in Schedule A
shall take precedence.   As used herein, "Company" shall mean Covisint LLC and
shall not include any assignee, sublicensee or third party; provided however,
that if Covisint LLC assigns its rights and obligations under the License
Agreement to an assignee pursuant to and in accordance with the terms of
subsection (b) of section 11.1 of the License Agreement, "Company" hereunder
shall mean such assignee, and support will be provided to such assignee pursuant
to the terms of this Schedule A solely for the transition period specified in
subsection (b) of section 11.1 of the License Agreement.









1.DEFINITIONS



1.1"Commerce One's Global Support Web-
site" means the World Wide Web site found at
http://www.commerceone.com/services/support.html.



1.2"Level 1 Support" means general
phone support for Company's desktop corporate users regarding basic diagnostic
issues and procedures such as,  "how to," software administration, catalog
loading, searching for items, and infrastructure availability (i.e. LAN, web,
Internet Service Provider, application, and database access).



1.3"Level 2 Support" means Support for
issues requiring the assistance of Commerce One specialists in the Licensed
Software who will diagnose and try to resolve the issue.  



1.4"Level 3 Support" means
Support for issues requiring the assistance of Commerce One engineering
expertise. This is the highest level of Support, and resolution, where
appropriate, may require a new release of Software to be licensed to
Company.



1.5"Licensed Software" means the
Software, as defined in the License Agreement.



1.6"Response Time" means the elapsed
time between the receipt of a Support Call and the target time within which
Commerce One will respond to the Company.



1.7"Standard Business Hours" means
Commerce One's standard hours of Support which are currently Monday through
Friday, 7:00 a.m.  to 7:00 p.m.  Pacific Standard Time in the Americas (except
for United States Federal holidays), Monday through Friday, 7:00 a.m. to 7:00
p.m.  Central Europe Time for Europe (except for French holidays).



1.8"Support" means the provision, when
and if available, of assistance with the Licensed Software by telephone or
Internet during Standard Business Hours, including: (i) clarification of
functions and features of the Licensed Software; (ii) clarification of the
Documentation; (iii) guidance in the operation of the Licensed Software; and
(iv) error verification, analysis and correction.



1.9"Support Call Priority 1" means
that Company's production system is down and unable to process data through the
Licensed Software as a result of a catastrophic event or major application
failure in the Licensed Software.  



1.10"Support Call Priority 2" means
a problem in the Licensed Software which causes serious disruption of a major
business function and cannot be solved temporarily by a workaround.



1.11"Support Call Priority 3" means: i)
a non-critical problem in the Licensed Software where Company is able to either
continue to run its production system and/or application or a workaround is
available; or ii) a reported problem in the Licensed Software that does not
qualify as Support Call Priority 1 or Support Call Priority 2.



1.12"Support Call Priority 4" means a
request for an enhancement or change in functionality to the Licensed Software
which is not due to a defect in the Licensed Software.



1.13"Support Call" shall mean a Support
Call Priority 1, 2, 3, or 4 or any combination thereof.



1.14"Upgrades" shall mean a version of the
Licensed Software containing functional enhancements, modifications or
extensions.  Upgrades are registered by means of a change of the number to the
left of the decimal point, e.g. 3.0 >> 4.0.



1.15"Updates" shall mean a version of the Licensed
Software containing error corrections or bug fixes.  Updates are registered by
means of a change of the number to the right of the decimal point, e.g. 3.0
>> 3.1.



2.MAINTENANCE AND
SUPPORT



2.1Scope.  Company understands that
Maintenance and Support is not a prerequisite to licensing the Licensed
Software; provided, however, that for as long as Company has paid the Payment
due to Commerce One (as defned in section 2.1 of the License Agreement) and so
long as Company is current in the payment of all Maintenance Fees and remains in
compliance with the requirements in this Schedule A, Company shall
be entitled to:  Updates and Upgrades, to the extent made generally available
("Maintenance"), and (ii) Level 2 Support and Level 3 Support of the
Licensed Software. All other Support, including, Level 1 Support, is the
responsibility of Company.  Commerce One will publish any changes to Maintenance
and Support on Commerce One's Global Support Web-site and such changes will take
effect after the then-current Support Period.  



2.2Response Times.  Upon receipt of a
Support Call, Commerce One will respond as follows:  All Response Times are
during Standard Business Hours only.  Company can receive immediate email
notification of receipt of a Support Call by contacting Commerce One's Global
Support Web Site. If Company is not available, Commerce One will not be liable
for adhering to the above Response Times.  At no time does Commerce One
guarantee a "fix" during a Response Time.



2







	 	
Priority 1
	
Priority 2
	
Priority 3 
	
Priority 4

	 	 	 	 	 
	
Silver
	
2 hours
	
4 hours
	
8 hours
	
5 business days







2.3Subcontracting.  Commerce One may
engage the services of sub-contractors to perform any of its duties of Support.
However, unless otherwise agreed in writing, no sub-contracting of such duties
shall relieve Commerce One of its responsibilities hereunder.  Company shall be
notified of any subcontracting arrangements between Commerce One and its vendor.
Company is also required to notify Commerce One in writing should they decide to
sub-contract Level 1 Support or Level 2 Support to another vendor.



2.4Software Version.  Maintenance and Support
will only be provided for the most current version of the Licensed Software and
the version of the Licensed Software released immediately prior to such current
version.  Maintenance and Support for the Licensed Software prior to the current
version will be for a period up to one (1) year from the release date of the
current version.  



2.5Level of Effort.  Commerce One will use
commercially reasonable efforts commensurate with the then applicable industry
standards to provide the Support in a professional and workmanlike manner, but
Commerce One does not guarantee that every question or problem raised by Company
will be resolved.  When, at Commerce One's discretion, on-site Support is
required, Company will reimburse Commerce One for all related traveling expenses
and costs for board and lodging with all Professional Services to be rendered at
the Standard Rates.



3.EXCLUSIONS.  The Maintenance Fee
does not include services requested as a result of causes or errors that are not
attributable to Commerce One or its subcontractors or cannot be reproduced by
Commerce One on unmodified Licensed Software.  In the event that Company
requests Commerce One to provide, and Commerce One does so provide, any services
in connection with causes or errors which are not attributable to Commerce One
or its subcontractors, Company shall pay Commerce One for such additional
services on a time and materials basis at the Standard Rates.  Causes or errors
that are not attributable to Commerce One include, but are not limited to the
following: 


(i)  Negligent use, hardware malfunction,
force majeure, or causes other than through ordinary use; 

(ii)  Use of the Licensed Software on or with hardware,
software or other equipment that deviates from Commerce One or manufacturer
operating specifications; 

(iii)  Modification or addition, or attempted modification or
addition to the Licensed Software undertaken by Company or other under Company's
direct or indirect control; 

(iv)  Company software or third party software not licensed
through Commerce One; 

(v)  Company's failure to implement the current version of
the Licensed Software that is issued under this Schedule A;
and

(vi)  Failure by Company to respond to any action plans
provided by Commerce One pursuant to a Company Support Call.




4.TERM AND
RENEWAL.  Commencing on the Effective Date, Maintenance
and Support will continue for an initial term of three (3) months and will
automatically renew for up to three (3) additional three (3) month terms under
the same terms and conditions (including price) unless Covisint LLC provides
Commerce One fifteen (15) days advanced written notice of its intention not to
renew prior to the expiration of the then-current term.   Notwithstanding
anything else herein and for the purposes of clarification, support shall be
automatically terminated hereunder at the end of the transition period specified
in subsection (b) of section 11.1 of the License Agreement.  Each three month
term shall be referred to herein as a "Support Period."



5.COMPANY
RESPONSIBILITIES



5.1Procedures.  Company shall properly
train its personnel in the proper use of the Licensed Software and the equipment
on which the Licensed Software is loaded and operating. Company shall maintain a
current back-up copy of the Licensed Software and a list of all programs, data,
and licenses required for the performance of Support, including implementing
back-up procedures in the event of an error or malfunction in the Licensed
Software or equipment upon which the Licensed Software is loaded or
operating.



5.2Reporting.  Company shall document and
promptly report all errors or malfunctions of the Licensed Software to Commerce
One.  Commerce One will provide Company with a trouble ticket number that
Company will use to track the status of each issue.  Company shall take all
steps necessary to carry out any procedures Commerce One may give for the
rectification of errors or malfunctions within a reasonable time after such
procedures have been provided.  Commerce One reserves the right to close the
trouble ticket without further responsibility or liability if Company does not
provide appropriate feedback to Commerce One within thirty (30) days of
receiving new Licensed Software, a workaround for a problem, or fails to respond
to a request for additional information.



5.3Access.  Company shall provide Commerce
One with access to Company's personnel and equipment during Standard Business
Hours to facilitate Support requests.  Company acknowledges that dial-in and/or
remote access will speed up resolution of Support issues.  





3





5.4Third Party Agents.  If Company
utilizes third party support services or products to support the Licensed
Software, Company shall ensure such third party support is at a similar or
higher level of support as Company has secured with Commerce One.  Company
acknowledges and agrees that Commerce One shall not be held responsible for
delayed Response Times and Support should information from third party support
be unavailable or delayed. 



5.5Third Party Products and Support.  If
requested, Commerce One will attempt on Company's behalf to secure maintenance
and support on third party products not serviced under this Schedule
A; however, it may be necessary for Company to secure a separate
maintenance agreement directly with the manufacturer.



5.6Company Contacts.  Company shall
appoint up to 3 individuals who are knowledgeable in the operation of the
Licensed Software to serve as primary Company contacts with Commerce One for
Support Calls.  All Support Calls shall be initiated through these contacts.
Company may change its primary or alternate contacts at any time upon written
notification to Commerce One. Company may appoint additional primary contacts
upon Commerce One's receipt of the then applicable fees.



6.FEES AND
PAYMENT.  Company shall pay the Maintenance Fee of
$125,000.00 US per Support Period.  The first quarterly Maintenance Fee shall be
paid on or before January 2, 2004.  Thereafter, the Maintenance Fee for a
Support Period shall be paid at least ten (10) days prior to the beginning of
the new Support Period.  If Company allows Maintenance and Support to lapse, and
does not renew for a period of time, Company may renew (subject to the term
specified in section 4 hereof) subject to a new written agreement and payment of
then current Maintenance Fee plus an amount equal to the Maintenance Fees that
would have been payable during the period of lapse on a pro-rated basis.






4




  



SCHEDULE A-1

SOFTWARE

The following list identifies Software previously
delivered to Licensee (and with respect to which Commerce One has no further
delivery obligation under this Agreement), as well as additional Software to be
delivered as of the Effective Date of this Agreement.



	
Ship Date
	Software


	
12/8/00
	Transaction Event Collection 1.0
(TEC)


	
1/11/01
	BuySite 6.1 Portal Edition (SQL
Server Only)


	
1/11/01
	BuySite 6.1.1 Portal Edition (SQL
Server or Oracle)


	
1/11/01
	BuySite 6.5 Portal Edition (SQL
Server or Oracle)


	
1/11/01
	BuySite Online Forms 1.0


	
1/11/01
	Content Engine 2.0 with Service
Pack 2.0


	
1/11/01
	Language Pack 1.4 for BuySite
6.1


	
1/11/01
	Language Pack 1.4 for MarketSite
3.1


	
1/11/01
	Language Pack 2.1


	
1/11/01
	MarketSite 3.1


	
1/31/01
	Content Engine 2.0 with Service
Pack 2.0


	
1/31/01
	XPC 3.2 Solaris (128 Bit)


	
2/6/01
	Content Engine 2.1 (NT/Win2k
Only)


	
3/1/01
	Auction Services 4.0 (128 Bit
Only)


	
3/1/01
	Enterprise Buyer Desktop 2.0 (56
Bit Windows NT/2000)


	
3/1/01
	MarketSite 4.0 Public Market (56
Bit Windows NT/2000)


	
3/30/01
	Contract Labor 1.1 (128 Bit
Only)


	
4/4/01
	MarketSite 4.0 Public Market (56
Bit Windows NT/2000)


	
5/21/01
	MarketSite 4.1 Public Market
Upgrade (56 Bit NT/2000)


	
5/23/01
	Enterprise Buyer Desktop 2.0
Service Pack 1 (56 Bit Windows NT/2000) Upgrade


	
5/23/01
	XPC 4.1 Windows NT/2000 (56 Bit)
Upgrade


	
6/13/01
	Enterprise Buyer Desktop 2.0
Service Pack 1 (128 Bit Windows NT/2000) Upgrade


	
6/13/01
	MarketSite 4.1 Public Market
Upgrade (128 Bit NT/2000)


	
6/15/01
	Auction 4.1 (Standalone)














	
6/15/01
	Auction 4.1 Language Pack


	
7/19/01
	Language Pack 3.1 -- Solutions SP1
for Windows NT/2000


	
7/19/01
	MarketSite 3.2 (128 Bit) For New
Customers


	
11/21/01
	SupplyOrder 3.1 Intermediate Print
Service Pack (Windows NT/2000)


	
11/1/01
	MarketSite Builder 4.1 Service Pack
2 Windows NT/2000 (Neutral)


	
12/6/01
	Commerce One Auction 5.0 Beta
Version(168 Bit)


	
12/20/01
	Auction 4.1 Service Pack 2 Windows
2000 (Neutral)


	
12/21/01
	Auction 4.1 Service Pack 1 (Service
Pack Only)


	
12/28/01
	Commerce One Auction 5.0 Windows
2000 12/31/01 (168 Bit 3DES)


	
1/8/02
	Commerce One Auction Language Pack
5.0 Windows 2000 (Neutral) BETA<b/>


	
2/6/02
	eMarketPlace Catalog 2.0 Windows
2000 (128 Bit)


	
2/7/02
	Auction 5.0 Windows 2000
(168bit3DES) 2/1/02 BETA


	
2/22/02
	Enterprise Buyer Desktop 2.0
Service Pack 1 (128 Bit Windows NT/2000)


	
3/5/02
	Commerce One Auction 5.0 Windows
2000 (168bit3DES) GA


	
3/6/02
	Commerce One Auction 5.0 GA
Language Pack Release 1 Windows 2000 (Neutral) GA


	
4/8/02
	Commerce One Auction 5.0 GA
Language Pack Release 2 Windows 2000 (Neutral) GA


	
4/8/02
	Commerce One Documentation 1.5
Windows NT/2000 & Solaris (No Encryption) GA


	
5/17/02
	Enterprise Buyer Desktop 2.0 Data
Schema Poster


	
5/22/02
	C1 Supplier Self-Service 5.0
Standard Option Windows NT/2000 (128 Bit) GA Upgrade


	
6/25/02
	Commerce One Auction 5.1 Windows
2000 (168bit3DES) GA Upgrade 


	
8/16/02
	Commerce One Procurement 5.5b
Windows NT/2000 (128 Bit) GA Upgrade


	
9/10/02
	Commerce One Auction 5.1 GA
Language Pack Release 1 Windows 2000 (Neutral) GA


	
9/23/02
	Commerce One Auction 5.1 GA
Language Pack Release 2 Windows 2000 (Neutral) GA


	
10/1/02
	Commerce One Procurement 5.6
Windows NT/2000 (128 Bit) GA Upgrade


	
10/17/02
	Commerce One Procurement 5.5 GA
Language Pack Release 2 Windows NT/2000 (No Encryption) GA


	
2/24/03
	Commerce One Auction 5.1.1 Windows
2000 (Neutral) GA


	
4/3/03
	Commerce One Procurement 5.6 GA
Language Pack Windows NT/2000 (No Encryption) GA


	
9/26/03
	Commerce One Auction 5.1.2 Windows
2000 (Neutral) GA


	
 Shipped on Effective Date
	Commerce One Auction 5.1b Windows
2000 (168bit3DES) GA Upgrade 





  
-2-





	
Shipped on Effective
Date
	Trading Partner Connectivity 5.0
Windows NT/2000 128 Bit GA


	
Shipped on Effective
Date
	Trading Partner Connectivity 5.0.1
Windows NT/2000 128 Bit GA


	
Shipped on Effective
Date
	Commerce One Procurement 5.6.2
Windows NT/2000 (128 Bit) GA Upgrade


	
	




  
-3-






 

 

SCHEDULE B 

THIRD PARTY END USER AGREEMENT

 

1.Third-Party Beneficiary.  Commerce One, Inc.
("Commerce One") shall be a direct and intended third-party
beneficiary to this Agreement.

2.No Warranty.  TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, THE SOFTWARE AND SERVICES TO BE ACCESSED BY THE END USER
HEREUNDER IS PROVIDED `AS IS' WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER.  THE
ENTIRE RISK ASSOCIATED WITH THE USE OF THE SOFTWARE AND SERVICES RESIDES WITH
END USER.  ALL OTHER CONDITIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR
STATUTORY, ARE DISCLAIMED, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

3.Limitation Of Liability.  IN NO EVENT WILL LICENSEE,
COMMERCE ONE OR THEIR RESPECTIVE COMPANIES, LICENSORS OR SUPPLIERS BE LIABLE FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES
OF ANY KIND INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF USE, BUSINESS
INTERRUPTION, OR LOSS OF DATA IN CONNECTION WITH OR ARISING OUT OF THE
FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE OR SERVICES PERFORMED HEREUNDER,
WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING
NEGLIGENCE, EVEN IF LICENSEE, COMMERCE ONE OR THEIR RESPECTIVE COMPANIES,
LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN
ADDITION, LICENSEE, COMMERCE ONE AND THEIR RESPECTIVE COMPANIES, LICENSORS AND
SUPPLIERS WILL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN DELIVERY OR
FURNISHING THE SOFTWARE OR SAID SERVICES.  LICENSEE'S, COMMERCE ONE'S AND THEIR
RESPECTIVE COMPANIES', LICENSORS' AND SUPPLIERS' CUMULATIVE LIABILITY UNDER THIS
AGREEMENT FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES
OF ANY KIND, INCLUDING, WITHOUT LIMITATION, RESTITUTION, WILL NOT, IN ANY EVENT,
EXCEED THE FEES PAID BY END USER TO LICENSEE UNDER THIS AGREEMENT.  THE
FOREGOING PROVISIONS OF THIS SECTION 5 STATE THE ENTIRE LIABILITY AND
OBLIGATIONS OF COMMERCE ONE, LICENSEE AND ITS LICENSORS AND THE EXCLUSIVE REMEDY
OF END USER, WITH RESPECT TO THE FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE
OR SERVICES PERFORMED HEREUNDER.

4.Indemnity.  End user shall indemnify, defend, and hold
harmless Licensee and Commerce One from any suits, losses, claims, demands,
liabilities, costs and expenses (including reasonable attorneys' fees) that
Licensee or Commerce One may sustain or incur from: (i) end user's use of the
Software or Services; (ii) end user's failure to comply with applicable laws and
regulations or to obtain any licenses or approvals from the appropriate
government agencies necessary to purchase or sell the subject goods and
services; or (iii) end user's breach of any of its obligations set forth in this
Agreement.

5.Transfer Control Compliance.  End user represents and
covenants that (a) end user (and/or its parents, subsidiaries, affiliates,
employees, agents, or other third parties, as applicable) is in compliance with,
in good standing under, and has not violated, any United States laws relating to
the transfer of the technology licensed hereunder, including the Export
Administration Regulations, the International Traffic in Arms Regulations and
the regulations administered by the Office of Foreign Assets Control of the
Department of the Treasury or other similar laws or any foreign country
(collectively, the "Transfer Control Laws"); (b) End user (and/or its
parents, subsidiaries, affiliates, employees, agents, or other third parties, as
applicable) is not, and never has been, named as a "debarred" party,
"denied person or entity," "embargoed entity," or otherwise
sanctioned under, or prohibited from engaging in activities subject to, the
Transfer Control Laws; (c) End user will immediately notify Licensee in the
event that end user (and/or its parents, subsidiaries, affiliates, employees,
agents, or other third parties, as applicable) is named as a
"debarred" party, "denied person or entity," or
"embargoed entity," or otherwise sanctioned under, or prohibited from
engaging in activities subject to, the Transfer Control Laws; and (d) end user
will comply with all applicable Transfer Control Laws.


  
-4-






SCHEDULE C

1.Background
A.Commerce One has entered into a certain
"Master Preferred Escrow Agreement" effective February 15, 2000
("Master Escrow Agreement") with DSI Technology Escrow
Services, Inc. ("Escrow Agent") for the purpose of maintaining
human-readable source code files in trust for the benefit of one or more
designated software licensee(s).

B.Commerce One and Covisint LLC now desire to establish
the terms and conditions under which Covisint LLC may become a non-exclusive
beneficiary of one or more source code escrow accounts to be maintained by the
Escrow Agent.


2.Preferred Beneficiary Designation.  Subject to
Covisint LLC's compliance with the terms of the Master Software License
Agreement executed by the parties on December 30, 2003 to which this Schedule C
is attached (and accompanying schedules) and the Master Escrow Agreement
(collectively, "Applicable Agreements"), Commerce One agrees to
name Covisint LLC, and Covisint LLC agrees to become a "Preferred
Beneficiary" of one or more escrow accounts administered by the Escrow
Agent.   Covisint LLC shall bear the costs of enrollment to such applicable
accounts.

3.Preferred Beneficiary Acceptance.  As soon as
practicable, Commerce One and Preferred Beneficiary shall issue a
"Preferred Beneficiary Acceptance Form" attached hereto as Schedule C-
1 ("PBA"). Commerce One shall not incur a deposit obligation,
nor shall Covisint LLC be entitled to receive the Escrow Materials unless the
Escrow Agent and the Parties have duly executed a PBA. 

4.Release Conditions.   Subject to the exceptions
set forth in Section 6 below, the Escrow Agent will release the human-readable
source code files for the software products licensed to Covisint LLC pursuant to
the Agreement ("Escrow Materials") as set forth in the Master
Escrow Agreement if the following events occur (such events hereinafter known as
"Release Conditions" as referred to in Section 4.1 of the Master
Preferred Escrow Agreement): 
4.1Commerce One becomes the subject of a petition in
bankruptcy or any proceeding relating to insolvency, receivership, liquidation
or composition for the benefit of creditors, if such petition or proceeding is
not dismissed within sixty (60) days of filing; or

4.2Commerce One or a Commerce One agent, subcontractor or
representative or permitted assignee or transferee ceases to provide maintenance
and support services for the Software to Covisint LLC (or its assignee as
permitted under Schedule A to the License Agreement) (except if such services
are terminated as permitted under Schedule A or the License Agreement);
provided, however, that neither (1) the discontinuation by Commerce One of the
provision of maintenance and support for a module embedded in the Software nor
(2) Covisint LLC's election to utilize a version of the Software which is not
supported in accordance with Commerce One's then-current versioning policy shall
not constitute Release Conditions hereunder.


5.Exceptions to Release.  Covisint LLC shall not
receive the Escrow Materials if, at the time of release:
5.1 Covisint LLC is in breach of any term of the
Applicable Agreements, including but not limited to, non-payment to the Escrow
Agent of relevant fees, breach of any confidentiality provision or an actual or
threatened intellectual property violation;

5.2Commerce One provides written notice of contest of a
release petition to the Escrow Agent at any time prior to release;

5.3Covisint LLC discontinues the receipt of maintenance
and support for one or more products included in the Software, in which case
Covisint LLC shall not be entitled to receive Source Code Escrow Materials under
the applicable account containing such discontinued products.


6.License to Use Source Code Upon Release.  The
Escrow Materials are provided solely to enable Covisint LLC to support the
software licensed to Covisint LLC as required under the Software License
Agreement.  To this end, Commerce One hereby grants Covisint LLC, a world-wide,
non-exclusive, non-transferable limited license, upon release by the Escrow
Agent, to (1) use the Escrow Materials corresponding only to the software
products actually delivered to Covisint LLC under the License Agreement; (2) to
develop compiled bug fixes, customizations and enhancements to the software
("Corrections"); and (3) to utilize object code versions only of the
Corrections in accordance with the License Agreement.  Covisint LLC shall not be
the owner of any copies of the Escrow Materials.   The Escrow Materials shall be
and remain the confidential and proprietary information of Commerce One, its
trustee in receivership or successor in interest, and may not be disclosed to
third parties who are not subject to confidentiality terms at least as
restrictive as those set forth in the Agreement.  Covisint LLC shall maintain
the Escrow Materials in a secure location.  Covisint LLC shall not sell,
license, sublicense, rent, lease, grant a security interest, or commercially
exploit the Escrow Materials.  Notwithstanding the foregoing, in the event that
Covisint LLC or its permitted assignee is or becomes controlled by a Competitor
(as such term is defined in the License Agreement), the Deposited Materials
shall be released to a mutually acceptable third party (and not the Competitor)
who shall use the Deposited Materials solely for the purpose of supporting the
Software, for such licensee for the transition period specified in section 11.1
of the License Agreement. Nothing in this Agreement shall limit or restrict the
rights of Commerce One, its trustee in receivership or successor in interest, to
assert infringement or other intellectual property claims in the event of an
actual or threatened breach of this clause.   This provision shall survive
notwithstanding termination of any Applicable Agreement.  

7.Termination of Prior Source Code Escrow Account.
Commerce One and Covisint LLC have agreed to stay all rights and obligations
of Commerce One, Covisint LLC and DSI Technology Services under Covisint LLC's
prior source code escrow account #7322, until the Technology Agreement is
terminated pursuant to the terms of the Settlement Agreement, and shall notify
DSI Technology Escrow Services of such stay in

  

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writing within three (3) business
days of execution of the Settlement Agreement.  The parties shall execute the
attached letter to DSI Technology Escrow Services (Schedule C-2)  terminating
the prior source code escrow account and shall deliver such letter to the Escrow
Agent (as defined in section 2 of the Settlement Agreement) within five (5)
business days of the execution of the Settlement Agreement.  The Escrow Agent
(as defined in the Settlement Agreement) shall deliver the attached letter to
DSI as provided in accordance with section 2 of the Settlement Agreement.
Covisint shall pay all fees charged by DSI associated with the stay of the prior
source code escrow account, as well as all fees associated with the creation of
a new account pursuant to this Schedule C.

  
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EXHIBIT C-1 

PREFERRED BENEFICIARY ACCEPTANCE FORM

Account Number 0315282

Commerce One Operations, Inc. ("Depositor"),
Preferred Beneficiary and DSI Technology Escrow Services, Inc. ("DSI"
or "Escrow Agent"), hereby acknowledge that Covisint LLC
is a Preferred Beneficiary referred to in the "Master Preferred Escrow
Agreement" effective February 15, 2000 between Depositor and DSI, the
escrow agent.  Preferred Beneficiary hereby agrees to be bound by all provisions
of such Agreement.  In the event of a conflict between the terms of this
Preferred Beneficiary Acceptance Form and the "Master Preferred Escrow
Agreement", the terms of this Form shall prevail.  

Release Conditions.   The "Release Conditions"
as referred to in Section 4.1 of the Master Preferred Escrow Agreement are as
follows: 
(1) Commerce One becomes the subject of a petition in
bankruptcy or any proceeding relating to insolvency, receivership, liquidation
or composition for the benefit of creditors, if such petition or proceeding is
not dismissed within sixty (60) days of filing; 

(2) Commerce One or a Commerce One agent, subcontractor or
representative or permitted assignee or transferee ceases to provide maintenance
and support services for the Software to Covisint LLC (or its assignee as
permitted under Schedule A to the License Agreement) (except if such services
are terminated as permitted under Schedule A or the License Agreement);
provided, however, that neither (1) the discontinuation by Commerce One of the
provision of maintenance and support for a module embedded in the Software nor
(2) Covisint LLC's election to utilize a version of the Software which is not
supported in accordance with Commerce One's then-current versioning policy shall
not constitute Release Conditions hereunder.



Depositor hereby enrolls Preferred Beneficiary to the
following account(s):



	
Account Name


	
Account Number



	
Auction
	
12176

	
Content Refinery
	
12177

	
Content Engine
	
12178

	
Supply Order
	
12179

	
Connector Suite
	
12184

	
BuySite
	
12186

	
MarketSite
	
12187

	
Covisint Customizations (the extent they exist at
the time of source code escrow deposit hereunder)
	




Accounts contain Commerce One
source code for all versions of the Software in the applicable product line.
For instance, the BuySite account contains all products under the
"BuySite," "EBD," and "Commerce One Procurement"
labels; the Connector Suite account includes all XPC, IP/CKD connector software.



  







	
Notices and communications to
Preferred Beneficiary should be addressed to:
	
Invoices should be addressed to
Preferred Beneficiary at:

	
Company Name:

Address:

Designated Contact:

Telephone:

Facsimile:
	








Contact:



P.O.#, if
required:_____________________




 

Signatures: 

	
Covisint LLC

Preferred Beneficiary
	
Commerce One Operations,
Inc.




Depositor

	
By:
_/s/ Paul Kothari______________
	
By:
___/s/ Charles D. Boynton_______________

	
Name:_Paul Kothari___________
	
Name:__Charles D. Boynton______________

	
Title:___EVP & CFO______
	
Title:__SVP & CFO__________

	
Date:___12/31/2003__________
	
Date:__12/31/2003___________




 

 

	
DSI Technology Escrow
Services, Inc.

 


	
By:
_________________________________



	
Name:_______________________________

	
Title:________________________________

	
Date:__
____________________________

	




 

This form must be signed in triplicate in order to complete
enrollment.  Each signatory will be provided a fully executed copy.


  
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SCHEDULE C-2

TERMINATION OF PREFERRED BENEFICIARY ENROLLMENT 

Account Number 0315282

Commerce One Operations, Inc. ("Commerce
One" or "Depositor") and Covisint LLC ("Preferred
Beneficiary" or "Company") have previously executed one or more
"Preferred Beneficiary Enrollment Form(s)" enrolling Preferred
Beneficiary to the account identified below ("Escrow Account")
maintained by DSI Technology Escrow Services, Inc. ("DSI" or
"Escrow Agent").



	
Account Name
	
Account Number

	
Covisint
	
7322-8671




By execution hereof, Commerce One
and Preferred Beneficiary consent and agree to terminate Preferred Beneficiary's
enrollment to the Escrow Account and the Escrow Account itself, effective
January 15, 2004.  

Commerce One and Preferred Beneficiary hereby instruct the
Escrow Agent to take all necessary steps to give effect to such termination as
of the date indicated above.   Commerce One specifically instructs the Escrow
Agent to destroy all source code materials in the Escrow Accounts.

Termination of the Escrow Account hereunder shall not in any
way terminate or be construed to terminate any other source code escrow accounts
to which Preferred Beneficiary may be presently enrolled.

Signatures: 

	
Covisint LLC

Preferred Beneficiary
	
Commerce One Operations,
Inc.




Depositor

	
By:
_________________________________
	
By:
_________________________________

	
Name:_______________________________
	
Name:_______________________________

	
Title:________________________________
	
Title:________________________________

	
Date:________________________________
	
Date:________________________________




 

This form must be signed in
triplicate.  A copy will be provided to the Escrow Agent and each signatory will
retain a fully-executed copy for its records.



  
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